Sec Form 3 Filing - VANLOH S WIL JR @ EQT Corp - 2023-08-22

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person VANLOH S WIL JR 2. Issuer Name and Ticker or Trading Symbol EQT Corp [ EQT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 800 CAPITOL STREET, SUITE 3600 3. Date of Earliest Transaction (MM/DD/YY) 08/22/2023 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 43,946,108 ( 1 ) ( 2 ) I See footnotes ( 3 ) ( 4 ) ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VANLOH S WIL JR 800 CAPITOL STREET, SUITE 3600 HOUSTON, TX77002 X QEM VI, LLC 800 CAPITOL STREET, SUITE 3600 HOUSTON, TX77002 X Q-TH Appalachia (VI) Investment Partners, LLC 800 CAPITOL STREET, SUITE 3600 HOUSTON, TX77002 X Q-XcL Holdings I (VI) Investment Partners, LLC 800 CAPITOL STREET, SUITE 3600 HOUSTON, TX77002 X Signatures /s/ S. Wil VanLoh, Jr. 08/30/2023 Signature of Reporting Person Date /s/ James V. Baird, General Counsel of QEM VI, LLC 08/30/2023 Signature of Reporting Person Date /s/ James V. Baird, General Counsel of Q-TH Appalachia (VI) Investment Partners, LLC 08/30/2023 Signature of Reporting Person Date /s/ James V. Baird, General Counsel of Q-XcL Holdings I (VI) Investment Partners, LLC 08/30/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in connection with the consummation of the transactions contemplated by that certain Amended and Restated Purchase Agreement, dated as of December 23, 2022 (as amended, the "Purchase Agreement"), by and among EQT Corporation (the "Issuer"), EQT Production Company (the "Buyer" and, together with the Issuer, the "EQT Parties"), THQ Appalachia I, LLC (the "Upstream Seller"), THQ-XcL Holdings I, LLC (the "Midstream Seller" and, together with the Upstream Seller, the "Sellers") and the subsidiaries of the Sellers named on the signature pages thereto, wherein the EQT Parties acquired the Sellers' upstream oil and gas assets and gathering and processing assets through the Buyer's acquisition of all of the issued and outstanding membership interests in THQ Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC in exchange ( 2 )(continued from footnote 1) for 49,599,796 shares of the Issuer's common stock, no par value (the "Common Stock") and approximately $2.4 billion in cash, subject to customary post-closing adjustments. ( 3 )This Form 3 is being jointly filed by QEM VI, LLC ("QEM VI"), Q-TH Appalachia (VI) Investment Partners, LLC ("Q-TH"), and Q-XcL Holdings I (VI) Investment Partners, LLC ("Q-XcL"). As of the date of this Form 3, Q-TH directly holds 33,137,359 shares of Common Stock and Q-XcL directly holds 10,808,749 shares of Common Stock. QEM VI is the managing member of each of Q-XcL and Q-TH. Therefore, QEM VI may be deemed to share voting and dispositive power over the securities held by Q-XcL and Q-TH and may also be deemed to be the beneficial owner of such securities. QEM VI disclaims beneficial ownership of such securities, including in the Common Stock reported herein, in excess of its pecuniary interest in the securities. Any decision taken by QEM VI to vote, or to direct to vote, and to dispose, or to direct the disposition of, the securities held by each of Q-XcL and Q-TH must respectively be approved by a majority of the members of QEM VI's investment committee, ( 4 )(continued from footnote 3) and such majority must include S. Wil VanLoh, Jr. Therefore, Mr. VanLoh may be deemed to share voting and dispositive power over the securities held by QEM VI and may also be deemed to be the beneficial owner of such securities. Mr. VanLoh disclaims beneficial ownership of the Common Stock held by Q-XcL and Q-TH in excess of his pecuniary interest in such Common Stock. Pursuant to that certain Voting Trustee Agreement (the "Voting Trustee Agreement"), dated as of August 24, 2023 (the "Assignment Date"), by and among Q-TH, Q-XcL, U.S. Bank Trust Company, National Association (the "Voting Trustee"), and, for the limited purposes set forth therein, the Issuer, each of Q-XcL and Q-TH assigned any and all of its respective voting power with respect to the Common Stock reported herein to the Voting Trustee. Pursuant to the Voting Trustee Agreement, as of the Assignment ( 5 )(continued from footnote 4) Date and until the date on which the Voting Trustee Agreement is terminated pursuant to its terms, none of Mr. VanLoh, QEM VI, Q-XcL or Q-TH hold or will hold or share or will share any voting power with respect to any of the Common Stock reported in this Form 3.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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