Nathan P. Tetlow - 22 Jul 2024 Form 4 Insider Report for Equitrans Midstream Corp

Footnote F1

On July 22, 2024 (the "Effective Time"), pursuant to an Agreement and Plan of Merger, dated as of March 10, 2024 (the "Merger Agreement"), Humpty Merger Sub Inc. ("Merger Sub"), a direct, wholly owned subsidiary of EQT Corporation ("EQT"), merged with and into Equitrans Midstream Corporation (the "Company") with the Company surviving as an indirect wholly owned subsidiary of EQT (the "First Step Surviving Corporation") and as the second step in a single integrated transaction, the First Step Surviving Corporation merged with and into Humpty Merger Sub LLC, an indirect wholly owned subsidiary of EQT. Pursuant to the Merger Agreement, each issued and outstanding share of the Company's common stock (excluding any Excluded Shares as define in the Merger Agreement) was converted into the right to receive 0.3504 shares (the "Exchange Ratio") of EQT common stock, with cash in lieu of fractional shares.

Footnote F2

Includes 67,700 shares of Company restricted stock subject to time-based vesting conditions. Pursuant to the Merger Agreement, at the Effective Time each Company restricted stock award was assumed by EQT and converted into an award of restricted stock units of EQT ("EQT RSU Award") with respect to a number of whole EQT shares (rounded up to the next whole EQT share) equal to the product obtained by multiplying the Exchange Ratio by the total number of shares of Company common stock underlying such Company restricted stock award.

Footnote F3

Represents previously granted performance share units which provided for delivery of shares of the Company's common stock upon the achievement of specified performance criteria. At the Effective Time these performance share units were considered earned in accordance with the terms of the Merger Agreement, and each performance share unit was assumed by EQT and converted into the right to receive an EQT RSU Award with respect to a number of whole shares of EQT (rounded up to the next whole EQT share) equal to the product obtained by multiplying (x) the Exchange Ratio by (y) the total number of earned performance share units.

Footnote F4

Pursuant to the Merger Agreement, at the effective time each Company deferred stock unit award was assumed by EQT and converted into an EQT RSU Award with respect to a number of whole EQT shares (rounded up to the next whole EQT share) equal to the product obtained by multiplying the Exchange Ratio by the total number of shares of Company common stock underlying such Company deferred stock unit award.