10-Q – 2026-04-28 – exe-20260331.htm

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
☐      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File No.  001-13726

EXPAND ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

Oklahoma
73-1395733

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
10000 Energy Drive, Spring, Texas 77389
(Address of principal executive offices) (Zip Code)
(346)   535-0990
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, $0.01 par value per share EXE The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   ☒      No  ☐  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   ☒       No  ☐  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☒   Accelerated Filer ☐   Non-accelerated Filer ☐   
Smaller Reporting Company ☐   Emerging Growth Company ☐  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐      No  ☒  
As of April 24, 2026, there were 239,228,849 shares of our $0.01 par value common stock outstanding.

EXPAND ENERGY CORPORATION AND SUBSIDIARIES
INDEX TO FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026

PART I. FINANCIAL INFORMATION

Item 1.
Condensed Consolidated Financial Statements (Unaudited)

  Condensed Consolidated Balance Sheets
5

Condensed Consolidated Statements of Operations
6

Condensed Consolidated Statements of Cash Flows
7

Condensed Consolidated Statements of Stockholders’ Equity
8

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1. Basis of Presentation and Summary of Significant Accounting Policies
9

Note 2. Natural Gas and Oil Property Transactions
10

Note 3. Earnings Per Share
10

Note 4. Debt
11

Note 5. Contingencies and Commitments
12

Note 6. Other Current Liabilities
13

Note 7. Revenue
13

  Note 8. Income Taxes
14

Note 9. Equity
15

Note 10. Share-Based Compensation
15

Note 11. Derivative and Hedging Activities
17

Note 12. Investments
19

Note 13. Supplemental Cash Flow Information
20

Note 14. Segment Information
20

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
21

Liquidity and Capital Resources
23

Results of Operations
27

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
33

Item 4.
Controls and Procedures
34

PART II. OTHER INFORMATION

Item 1.
Legal Proceedings
35

Item 1A.
Risk Factors
35

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
36

Item 3.
Defaults Upon Senior Securities
36

Item 4.
Mine Safety Disclosures
36

Item 5.
Other Information
36

Item 6.
Exhibits
37

Signatures
39

Definitions

Unless the context otherwise indicates, references to “us,” “we,” “our,” “ours,” “Expand Energy,” the “Company” and “Registrant” refer to Expand Energy Corporation and its consolidated subsidiaries. All monetary values, other than per unit and per share amounts, are stated in millions of U.S. dollars unless otherwise specified. The following are other abbreviations and definitions of certain terms used within this Quarterly Report on Form 10-Q:
“ASU” means Accounting Standards Update.
“Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended.
“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of Texas.
“Bbl” or “Bbls” means one stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.
“Bcf” means billion cubic feet.
“Bcfe” means billion cubic feet of natural gas equivalent.
“Chapter 11 Cases” refers to the voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code filed in the Bankruptcy Court by the Debtors.
“Chesapeake” means Chesapeake Energy Corporation, prior to the Southwestern Merger.
“Class A Warrants” means warrants to purchase 10 percent of the common stock (after giving effect to the Rights Offering, but subject to dilution by the Management Incentive Plan, the Class B Warrants, and the Class C Warrants), at an initial exercise price per share of $27.63. The Class A Warrants were exercisable from the Effective Date until February 9, 2026.
“Class B Warrants” means warrants to purchase 10 percent of the common stock (after giving effect to the Rights Offering, but subject to dilution by the Management Incentive Plan and the Class C Warrants), at an initial exercise price per share of $32.13. The Class B Warrants were exercisable from the Effective Date until February 9, 2026.
“Class C Warrants” means warrants to purchase 10 percent of the common stock (after giving effect to the Rights Offering, but subject to dilution by the Management Incentive Plan), at an initial exercise price per share of $36.18. The Class C Warrants were exercisable from the Effective Date until February 9, 2026.
“Confirmation Order” means the order confirming the Fifth Amended Joint Chapter 11 Plan of Reorganization of Chesapeake Energy Corporation and its Debtor Affiliates, Docket No. 2915, entered by the Bankruptcy Court on January 16, 2021.
“Credit Facility” means the amended and restated credit facility entered into on September 30, 2025.
“Current Quarter” means the three months ended March 31, 2026.
“DD&A” means depreciation, depletion and amortization.
“Debtors” means Chesapeake Energy Corporation prior to the Southwestern Merger, together with all of its direct and indirect subsidiaries that have filed the Chapter 11 Cases.
“Effective Date” means February 9, 2021.
“FASB” means the Financial Accounting Standards Board.
“G&A” means general and administrative expenses.
“GAAP” means U.S. generally accepted accounting principles.
“General Unsecured Claim” means any Claim against any Debtor that is not otherwise paid in full during the Chapter 11 Cases pursuant to an order of the Bankruptcy Court and is not an Administrative Claim, a Priority Tax Claim, an Other Priority Claim, an Other Secured Claim, a Revolving Credit Facility Claim, a FLLO Term Loan Facility Claim, a Second Lien Notes Claim, an Unsecured Notes Claim, an Intercompany Claim, or a Section 510(b) Claim.

“LNG” means liquefied natural gas.
“LTIP” means the Expand Energy Corporation 2021 Long Term Incentive Plan.
“MBbls” means one thousand barrels of oil or other liquid hydrocarbons.
“MMBbls” means one million barrels of oil or other liquid hydrocarbons.
“Mcf” means thousand cubic feet.
“Mcfe” means one thousand cubic feet of natural gas equivalent, with one barrel of oil or NGL converted to an equivalent volume of natural gas using the ratio of one barrel of oil or NGL to six Mcf of natural gas.
“MMcf” means million cubic feet.
“MMcfe” means million cubic feet of natural gas equivalent.
“NGL” means natural gas liquids.
“NYMEX” means New York Mercantile Exchange.
“OPEC+” means the Organization of the Petroleum Exporting Countries Plus.
“Petition Date” means June 28, 2020, the date on which the Debtors commenced the Chapter 11 Cases.
“Plan” means the Fifth Amended Joint Chapter 11 Plan of Reorganization of Chesapeake Energy Corporation and its Debtor Affiliates, attached as Exhibit A to the Confirmation Order.
“Prior Quarter” means the three months ended March 31, 2025.
“Rights Offering” means the common stock rights offering for the Rights Offering Amount consummated by the Debtors on the Effective Date.
“SEC” means United States Securities and Exchange Commission.
“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator, the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“Southwestern” means Southwestern Energy Company.
“Southwestern Merger” means Chesapeake’s merger with Southwestern, which closed on October 1, 2024.
“Warrants” means, collectively, the Class A Warrants, Class B Warrants and Class C Warrants.
"Winter Storm Fern" means the severe winter weather event that occurred in January 2026, which affected portions of the United States and resulted in, among other things, significant increases in natural gas and electricity demand and power supply disruptions.
“WTI” means West Texas Intermediate.
“/Bbl” means per barrel.
“/Mcf” means per Mcf.
“/Mcfe” means per Mcfe.

Table of Contents
PART I. FINANCIAL INFORMATION

ITEM 1. Condensed Consolidated Financial Statements

EXPAND ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

($ in millions, except per share data) March 31, 2026 December 31, 2025
Assets
Current assets:
Cash and cash equivalents $ 2,220   $ 616  
Restricted cash 85   80  
Accounts receivable, net 1,290   1,599  
Derivative assets 429   264  

Other current assets 363   357  
Total current assets 4,387 2,916
Property and equipment:
Natural gas and oil properties, successful efforts method
Proved natural gas and oil properties 27,336   26,606  
Unproved properties 5,429   5,478  
Other property and equipment 528   509  
Total property and equipment 33,293   32,593  
Less: accumulated depreciation, depletion and amortization ( 8,978 ) ( 8,278 )
Property and equipment held for sale, net —   40  
Total property and equipment, net 24,315   24,355  
Long-term derivative assets 127   47  
Deferred income tax assets —   168  
Other long-term assets 692   801  
Total assets $ 29,521   $ 28,287  

Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 881   $ 753  
Current maturities of long-term debt, net 875   —  
Accrued interest 59   100  
Derivative liabilities —   3  
Other current liabilities 2,135   2,045  
Total current liabilities 3,950   2,901  
Long-term debt, net 4,133   5,009  
Long-term derivative liabilities —   1  
Asset retirement obligations, net of current portion 703   688  
Long-term contract liabilities 911   975  
Other long-term liabilities 278   135  
Total liabilities 9,975   9,709  
Contingencies and commitments ( Note 5 )

Stockholders' equity:
Common stock, $ 0.01 par value, 450,000,000 shares authorized: 240,085,572 and 239,249,874 shares issued
2   2  
Additional paid-in capital 13,759   13,746  
Retained earnings 5,785   4,830  
Total stockholders' equity 19,546   18,578  
Total liabilities and stockholders' equity $ 29,521   $ 28,287  

The accompanying notes are an integral part of these condensed consolidated financial statements.
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EXPAND ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended March 31,
($ in millions, except per share data) 2026 2025
Revenues and other:
Natural gas, oil and NGL $ 3,315   $ 2,300  
Marketing 1,212   910  
Losses on derivatives ( 129 ) ( 1,014 )
Losses on sales of assets ( 1 ) —  
Total revenues and other 4,397   2,196  
Operating expenses:
Production 185   147  
Gathering, processing and transportation 690   563  
Severance and ad valorem taxes 60   48  
Exploration 14   7  
Marketing 1,121   919  
General and administrative 63   47  
Separation and other termination costs 9   —  
Depreciation, depletion and amortization 711   711  

Other operating expense, net 13   22  
Total operating expenses 2,866   2,464  
Income (loss) from operations 1,531   ( 268 )
Other income (expense):
Interest expense ( 59 ) ( 59 )

Other income, net 17   8  
Total other income (expense) ( 42 ) ( 51 )
Income (loss) before income taxes 1,489   ( 319 )
Income tax expense (benefit) 330   ( 70 )
Net income (loss) $ 1,159   $ ( 249 )

Earnings (loss) per common share:
Basic $ 4.83   $ ( 1.06 )
Diluted $ 4.81   $ ( 1.06 )
Weighted average common shares outstanding (in thousands):
Basic 239,900   234,434  
Diluted 240,759 234,434

The accompanying notes are an integral part of these condensed consolidated financial statements.
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EXPAND ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Three Months Ended March 31,
($ in millions) 2026 2025
Cash flows from operating activities:
Net income (loss) $ 1,159   $ ( 249 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization 711   711  
Deferred income tax expense (benefit) 319   ( 37 )
Derivative losses, net 129   1,014  
Cash payments on derivative settlements, net ( 386 ) ( 45 )
Share-based compensation 10   9  
Losses on sales of assets 1   —  
Contract amortization ( 30 ) ( 52 )

Other 35   ( 4 )
Changes in assets and liabilities 454   ( 251 )
Net cash provided by operating activities 2,402 1,096
Cash flows from investing activities:
Capital expenditures ( 707 ) ( 563 )
Property acquisitions ( 4 ) —  
Receipts of deferred consideration 60   60  
Contributions to investments ( 1 ) ( 4 )
Distributions from investments 10   —  
Proceeds from divestitures of property and equipment 41   —  
Net cash used in investing activities ( 601 ) ( 507 )
Cash flows from financing activities:
Proceeds from credit facility —   725  
Payments on credit facility —   ( 725 )

Proceeds from warrant exercise 15   21  

Cash paid to repurchase and retire common stock ( 66 ) —  
Cash paid to purchase debt — ( 436 )
Cash paid for common stock dividends ( 141 ) ( 142 )

Net cash used in financing activities ( 192 ) ( 557 )
Net increase in cash, cash equivalents and restricted cash 1,609 32
Cash, cash equivalents and restricted cash, beginning of period 696 395
Cash, cash equivalents and restricted cash, end of period $ 2,305   $ 427  

Cash and cash equivalents $ 2,220   $ 349  
Restricted cash 85 78
Total cash, cash equivalents and restricted cash $ 2,305   $ 427  

The accompanying notes are an integral part of these condensed consolidated financial statements.
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EXPAND ENERGY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)

Common Stock
($ in millions) Shares Amount Additional Paid-in Capital Retained Earnings Total Stockholders' Equity
Balance as of December 31, 2024 231,769,886   $ 2   $ 13,687   $ 3,876   $ 17,565  
Share-based compensation 386,025   —  ( 8 ) —  ( 8 )
Issuance of common stock for warrant exercise 5,320,216   —  21   —  21  
Net loss —  —  —  ( 249 ) ( 249 )
Dividends on common stock —  —  —  ( 138 ) ( 138 )
Balance as of March 31, 2025 237,476,127   $ 2   $ 13,700   $ 3,489   $ 17,191  

Balance as of December 31, 2025 239,249,874   $ 2   $ 13,746   $ 4,830   $ 18,578  
Share-based compensation 333,423   —  ( 2 ) —  ( 2 )
Issuance of common stock for warrant exercise 1,122,179   —  15   —  15  
Issuance of reserved common stock and warrants 2,554   —  —  —  — 
Repurchase and retirement of common stock ( 622,458 ) —  —  ( 66 ) ( 66 )
Net income —  —  —  1,159   1,159  
Dividends on common stock —  —  —  ( 138 ) ( 138 )
Balance as of March 31, 2026 240,085,572   $ 2   $ 13,759   $ 5,785   $ 19,546  

The accompanying notes are an integral part of these condensed consolidated financial statements.
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EXPAND ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Basis of Presentation and Summary of Significant Accounting Policies

Description of Company
Expand Energy Corporation (“Expand Energy,” “we,” “our,” “us” or the “Company”) is the largest natural gas producer in the U.S., based on net daily production, and is focused on responsibly developing an abundant supply of natural gas, oil and NGL to expand energy access for all. We have operations in Louisiana, Texas, Pennsylvania, West Virginia and Ohio, with all of our operations located onshore in the United States.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Expand Energy were prepared in accordance with GAAP and the rules and regulations of the SEC. Pursuant to such rules and regulations, certain disclosures have been condensed or omitted.
This Quarterly Report on Form 10-Q (this “Form 10-Q”) relates to our financial position as of March 31, 2026 and December 31, 2025, and our results of operations for the three months ended March 31, 2026 (“Current Quarter”), and the three months ended March 31, 2025 (“Prior Quarter”). Our annual report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”) should be read in conjunction with this Form 10-Q. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair statement of our condensed consolidated financial statements and accompanying notes and include the accounts of our direct and indirect wholly owned subsidiaries and entities in which we have a controlling financial interest. Intercompany accounts and balances have been eliminated. For the time periods covered by this Form 10-Q, we did not have any changes or items impacting other comprehensive income.
Restricted Cash
As of March 31, 2026, we had restricted cash of $ 85 million. Our restricted cash represents funds restricted for payment of certain royalties pending the outcome of competing ownership claims for certain minerals, as well as for payment of certain convenience class unsecured claims.
Recently Issued Accounting Standards
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements . ASU 2025-11 clarifies interim disclosure requirements and the applicability of Topic 270. Additionally, ASU 2025-11 includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are evaluating the impact this ASU will have on our disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . ASU 2024-03 expands disclosures about specific costs and expenses presented on the face of the income statement. This ASU is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are evaluating the impact this ASU will have on our disclosures.
We consider the applicability and impact of all ASUs. ASUs not listed above were evaluated and determined to either be not applicable, already adopted and disclosed or not material upon adoption.
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EXPAND ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

2. Natural Gas and Oil Property Transactions

Eagle Ford Divestitures

During 2023, we divested our Eagle Ford assets through three separate transactions (“the Eagle Ford divestiture transactions”). In each of these transactions, we received a portion of the purchase price upon closing, subject to customary post-closing adjustments, with the remainder of the purchase price recorded as deferred consideration and treated as a non-interest-bearing note to be paid in installments in up to the following four years following the close of the transaction. The deferred consideration is recorded at fair value with an imputed rate of interest as a Level 2 input, and approximately $ 97 million and $ 114  million of the deferred consideration is reflected within other current assets and approximately $ 52 million and $ 91  million of the deferred consideration is reflected within other long-term assets on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively. These installment payments are recorded as receipts of deferred consideration in our condensed consolidated statements of cash flows.

3. Earnings Per Share

Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is calculated in the same manner but includes the impact of potentially dilutive securities utilizing the treasury stock method. Potentially dilutive securities consists of issuable shares related to warrants, unvested restricted stock units (“RSUs”), and unvested performance share units (“PSUs”).
The reconciliations between basic and diluted earnings (loss) per share are as follows:

Three Months Ended March 31,
2026 2025
Numerator
Net income (loss), basic and diluted $ 1,159   $ ( 249 )

Denominator (in thousands)
Weighted average common shares outstanding, basic 239,900   234,434  
Effect of potentially dilutive securities
Warrants 462   —  
Restricted stock units 397   —  
Performance share units —   —  
Weighted average common shares outstanding, diluted 240,759   234,434  

Earnings (loss) per common share:
Basic $ 4.83   $ ( 1.06 )
Diluted $ 4.81   $ ( 1.06 )

During the Current Quarter and Prior Quarter, the diluted earnings (loss) per share calculation excludes the effect of 10,837 and 308,646 reserved shares of common stock and 0 and 582,109 reserved Class C Warrants related to the settlement of General Unsecured Claims associated with the Chapter 11 Cases, as all necessary conditions had not been met for such shares to be considered dilutive shares during the Current Quarter and Prior Quarter, respectively. On February 9, 2026, the Warrants, including the Class C Warrants, expired. For additional information on the Warrants, see Note 9 . Additionally, the diluted loss per share calculation during the Prior Quarter excludes the antidilutive effect of 5,634,917 Warrants, 413,816 RSUs and 154,868 PSUs.
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EXPAND ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

4. Debt

Our long-term debt consisted of the following as of March 31, 2026 and December 31, 2025:

March 31, 2026 December 31, 2025
Carrying Amount Fair Value (a)
Carrying Amount Fair Value (a)

Credit Facility $ —   $ —   $ —   $ —  

5.375 % senior notes due 2029
638   638   638   639  
5.875 % senior notes due 2029
440   441   440   441  
6.75 % senior notes due 2029 (b)
847   848   847   852  
5.375 % senior notes due 2030
1,200   1,211   1,200   1,218  
4.75 % senior notes due 2032
1,150   1,123   1,150   1,137  
5.70 % senior notes due 2035
750   761   750   776  
Discounts on senior notes, net ( 9 ) —  ( 8 ) — 
Debt issuance costs ( 8 ) —  ( 8 ) — 
Total debt, net $ 5,008   $ 5,022   $ 5,009   $ 5,063  
Less current maturities of long-term debt, net ( 875 ) ( 848 ) —   —  
Total long-term debt, net $ 4,133   $ 4,174   $ 5,009   $ 5,063  

____________________________________________
(a) The carrying value of borrowings under our Credit Facility approximates fair value as the interest rates are based on prevailing market rates; therefore, they are a Level 1 fair value measurement. For all other debt, a market approach, based upon quotes from major financial institutions, which are Level 2 inputs, is used to measure the fair value.
(b) Prior to March 31, 2026, we exercised our right to call the 6.75 % Senior Notes due 2029. As this exercise was irrevocable, the carrying value of these notes was reclassified to current maturities of long-term debt, net, as of March 31, 2026.

Credit Facility . On September 30, 2025, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) that, as amended, has a maturity date of September 30, 2030 (the “Credit Facility”), with the lenders and issuing banks party thereto from time to time (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent. The maturity date for the Credit Facility has two one-year extension options available, each subject to the Lenders’ consent. The Credit Facility provides for aggregate commitments of $ 3.5  billion, with incremental capacity for additional commitments in an amount up to $ 1.0  billion, subject to the receipt of commitments thereto and certain customary conditions. Under the Credit Facility, the sublimit available for the issuance of letters of credit is $ 1.0  billion and the sublimit available for swingline loans is $ 100  million. As of March 31, 2026 , we had approximately $ 3.5  billion available for borrowings under the Credit Facility.

The Credit Agreement contains restrictive covenants that, subject to exceptions customary to investment-grade credit facilities, limit Expand Energy and its subsidiaries’ ability to, among other things: (i) incur priority indebtedness, (ii) enter into mergers; (iii) make or declare dividends; (iv) incur liens; (v) sell all or substantially all of their assets; and (vi) engage in certain transactions with affiliates. The Credit Agreement requires our compliance with an indebtedness to capitalization ratio, which is the ratio of the Company’s total indebtedness to the sum of total indebtedness plus stockholders’ equity (the “Debt to Capitalization Ratio”), not to exceed 65 %, tested at the end of each quarter. As of March 31, 2026 , we were in compliance with the Debt to Capitalization Ratio.

Borrowings under the Credit Agreement may be alternate base rate loans or term SOFR loans, at our election. Interest is payable quarterly for alternate base rate loans and at the end of the applicable interest period for term SOFR loa ns. Term SOFR loans bear interest at term SOFR plus an applicable rate ranging from 112.5 to 200 basis points per annum, depending on the Company’s unsecured debt ratings. Alternate base rate loans bear interest at a rate per annum equal to the greatest of: (i) the prime rate; (ii) the federal funds effective rate plus 50 basis points;
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EXPAND ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

and (iii) the term SOFR rate for a one-month interest period plus 100 basis points, plus an applicable margin ranging from 12.5 to 100 basis points per annum, depending on the Company’s unsecured debt ratings. Expand Energy also pays a commitment fee on unused commitment amounts under the Credit Facility ranging from 12.5 to 32.5 basis points per annum, depending on the Company’s unsecured debt ratings.

The Credit Facility is subject to customary events of default, remedies, and cure periods for investment-grade credit facilities of this nature.

The Company had no secured debt as of March 31, 2026 .
Senior Notes Repayment
During the Prior Quarter, the $ 389  million aggregate principal of 4.95 % Senior Notes due 2025 (the “2025 Notes”) was repaid and terminated with cash on hand and borrowings on the Company’s reserve-based credit facility entered into on December 9, 2022, which was subsequently terminated in connection with the entry into the Credit Facility. The borrowings on the prior credit facility were subsequently repaid during the Prior Quarter. Additionally, we redeemed the remaining $ 47  million aggregate principal of the 5.50 % Senior Notes due 2026 (the “2026 Notes”) with cash on hand.
On April 15, 2026, we redeemed the $ 847  million aggregate principal of 6.75 % Senior Notes due 2029 for approximately $ 875  million, which included accrued interest of $ 28  million. Additionally, on April 17, 2026, we redeemed the $ 440  million aggregate principal of 5.875 % Senior Notes due 2029 for approximately $ 446  million, which included accrued interest of $ 6  million. We utilized cash on hand for the redemption of the 6.75 % Senior Notes due 2029 and the 5.875 % Senior Notes due 2029.

5. Contingencies and Commitments

Contingencies
Business Operations and Litigation and Regulatory Proceedings
We are involved in, and expect to continue to be involved in, various lawsuits and disputes incidental to our business operations, including commercial disputes, personal injury claims, royalty claims, property damage claims and contract actions. We are also party to the consolidated Chapter 11 Cases pending for the Debtors in the Bankruptcy Court.
Our total accrued liability in respect of litigation and regulatory proceedings is determined on a case-by-case basis and represents an estimate of probable losses after considering, among other factors, the progress of each case or proceeding, our experience and the experience of others in similar cases or proceedings, and the opinions and views of legal counsel. Significant judgment is required in making these estimates. While it is not possible at this time to estimate the amount of any additional loss, or range of loss that is reasonably possible, based on the nature of the claims, management believes that current litigation, claims and proceedings, individually or in aggregate and after taking into account insurance, are not likely to have a material adverse impact on our financial position, results of operations or cash flows. Many of these matters are in early stages and are all subject to inherent uncertainties. Therefore, management’s view may change in the future. If an unfavorable final outcome were to occur, there exists the possibility of our final liabilities being materially different.
The majority of Chesapeake’s pre-petition legal proceedings were settled during the Chapter 11 Cases or will be resolved in connection with the claims reconciliation process before the Bankruptcy Court, together with actions seeking to collect pre-petition indebtedness or to exercise control over the property of Chesapeake’s bankruptcy estates. Any allowed claim related to such litigation will be treated in accordance with the Plan. The Plan in the Chapter 11 Cases, which became effective on February 9, 2021, provided for the treatment of claims against Chesapeake’s bankruptcy estates, including pre-petition liabilities that had not been satisfied or addressed during the Chapter 11 Cases. Many of these proceedings were in early stages as of the Petition Date, and many of them sought damages and penalties, the amount of which is indeterminate. Any legal proceeding pending against Southwestern and assumed by us in connection with the Southwestern Merger is not subject to discharge or resolution as part of the Chapter 11 Cases.
Environmental Contingencies
The nature of the natural gas and oil business carries with it certain environmental risks for us and our subsidiaries. We have implemented various policies, programs, procedures, training and audits to reduce and mitigate such environmental risks. We conduct periodic reviews, on a company-wide basis, to assess changes in our environmental risk profile. Environmental reserves are established for environmental liabilities for which economic losses are probable and reasonably estimable. We manage our exposure to environmental liabilities in acquisitions by using an evaluation process that seeks to identify pre-existing contamination or compliance concerns and address the potential liability. Depending on the extent of an identified environmental concern, we may, among other things, exclude a property from the transaction, require the seller to remediate the property to our satisfaction in an acquisition or agree to assume liability for the remediation of the property.

Commitments
Gathering, Processing and Transportation Agreements
We have contractual commitments with midstream service companies and pipeline carriers for future gathering, processing and transportation of natural gas, oil and NGL to move certain of our production to market. Working interest owners and royalty interest owners, where appropriate, will be responsible for their proportionate share of these costs. Generally, commitments related to gathering, processing and transportation agreements are not recorded as obligations in the accompanying condensed consolidated balance sheets, however, as part of the Southwestern Merger, we assumed gathering, processing and transportation contracts, certain of which were deemed to be above or below current market rates. We recognized assets and liabilities for the difference in the contractual and market rates of these contracts, as of the date of the Southwestern Merger.
The aggregate undiscounted commitments under our gathering, processing and transportation agreements, excluding any reimbursement from working interest and royalty interest owners, credits for third-party volumes or future costs under cost-of-service agreements, are presented below:

March 31, 2026
Remainder of 2026 $ 1,124  
2027 1,436  
2028 1,294  
2029 974  
2030 898  
Thereafter 3,451  
Total $ 9,177  

In addition, we have long-term agreements for certain natural gas gathering and related services within specified acreage dedication areas in exchange for cost-of-service based fees redetermined annually, or tiered fees based on volumes delivered relative to scheduled volumes. Future gathering fees may vary with the applicable agreement.

Other Commitments
As part of our normal course of business, we enter into various agreements providing, or otherwise arranging for, financial or performance assurances to third parties on behalf of our wholly owned guarantor subsidiaries. These agreements may include future payment obligations or commitments regarding operational performance that effectively guarantee our subsidiaries’ future performance.
In connection with acquisitions and divestitures, our purchase and sale agreements generally provide indemnification to the counterparty for liabilities incurred as a result of a breach of a representation or warranty by the indemnifying party and/or other specified matters. These indemnifications generally have a discrete term and are intended to protect the parties against risks that are difficult to predict or cannot be quantified at the time of entering into or consummating a particular transaction. For divestitures of natural gas and oil properties, our purchase and sale agreements may require the return of a portion of the proceeds we receive as a result of uncured title or environmental defects.
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EXPAND ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

While executing our strategic priorities, we have incurred certain cash charges, including contract termination charges, financing extinguishment costs and charges for unused natural gas transportation and gathering capacity.

6. Other Current Liabilities

Other current liabilities as of March 31, 2026 and December 31, 2025 are detailed below:

March 31, 2026 December 31, 2025
Revenues and royalties due to others $ 1,156   $ 972  
Accrued drilling and production costs 332   350  
Contract liabilities 251   253  
Accrued compensation and benefits 55   107  
Taxes payable 146   157  
Operating leases 51   51  
Joint interest prepayments received 11   11  

Other 133   144  
Total other current liabilities $ 2,135   $ 2,045  

7. Revenue

The following tables show revenue disaggregated by operating area and product type:

Three Months Ended March 31, 2026
Natural Gas Oil NGL Total
Haynesville $ 1,245   $ —   $ —   $ 1,245  
Northeast Appalachia 1,428   —   —   1,428  
Southwest Appalachia 389   87   166   642  
Natural gas, oil and NGL revenue $ 3,062   $ 87   $ 166   $ 3,315  

Marketing revenue $ 1,134   $ 38   $ 40   $ 1,212  

Three Months Ended March 31, 2025
Natural Gas Oil NGL Total
Haynesville $ 821   $ —   $ —   $ 821  
Northeast Appalachia 900   —   —   900  
Southwest Appalachia 294   78   207   579  
Natural gas, oil and NGL revenue $ 2,015   $ 78   $ 207   $ 2,300  

Marketing revenue $ 837   $ 34   $ 39   $ 910  

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(Unaudited)

Accounts Receivable
Our accounts receivable are primarily from purchasers of natural gas, oil and NGL and from exploration and production companies that own interests in properties we operate. This industry concentration could affect our overall exposure to credit risk, either positively or negatively, because our purchasers and joint working interest owners may be similarly affected by changes in economic, industry or other conditions. We monitor the creditworthiness of all our counterparties, and we generally require letters of credit or parent guarantees for receivables from parties deemed to have sub-standard credit, unless the credit risk can otherwise be mitigated. We utilize an allowance method in accounting for bad debt based on historical trends in addition to specifically identifying receivables that we believe may be uncollectible.
Accounts receivable as of March 31, 2026 and December 31, 2025 are detailed below:

March 31, 2026 December 31, 2025
Natural gas, oil and NGL sales $ 957   $ 1,363  
Joint interest 255   232  
Other 92   18  
Allowance for doubtful accounts ( 14 ) ( 14 )
Total accounts receivable, net $ 1,290   $ 1,599  

8. Income Taxes

The table below presents a comparison of the Current Quarter and Prior Quarter’s income tax expense (benefit) and actual year-to-date effective tax rates.

Three Months Ended March 31,
2026 2025
Income (loss) before income taxes $ 1,489   $ ( 319 )

Current tax expense (benefit) 11   0.7   % ( 33 ) 10.3   %
Deferred tax expense (benefit) 319   21.4   % ( 37 ) 11.6   %
Income tax expense (benefit) $ 330   22.1   % $ ( 70 ) 21.9   %

An estimated annual effective tax rate (“EAETR”) is used in recording our interim year-to-date income tax provision. The EAETR is determined based on analysis of year-to-date and projected financial results of our operations. Our EAETR during the Current Quarter was 22.3 %, compared to 21.8 % in the Prior Quarter. The actual year-to-date effective tax rate and EAETR can differ as a result of certain discrete items, which are recorded in the period. Common examples of such items include, but are not limited to, certain equity-based compensation, true-ups resulting from differences between tax returns filed and estimated accruals, and tax effects of enacted laws.

As a result of projecting federal and state income taxes, a portion of our EAETR represents the estimated provision for current taxes. Due to the book income in the Current Quarter, a current tax expense of $ 11 million was recorded. Due to the book loss in the Prior Quarter, a current tax benefit of $ 33  million was recorded.

As of December 31, 2025, we were in a net deferred tax asset position and we anticipate being in a net deferred tax liability position as of December 31, 2026. Based on all available positive and negative evidence, including projections of future taxable income, we believe it is more likely than not that some of our deferred tax assets will not be realized. As such, a partial valuation allowance was recorded against our net deferred tax asset position for federal and state purposes as of March 31, 2026 and December 31, 2025.
On July 4, 2025, the current Presidential Administration signed into law the One Big Beautiful Bill Act (the “OBBBA”). This bill restores 100% bonus depreciation for property acquired and placed into service after January 19, 2025, restores the immediate expensing of research expenditures, and provides for parity between the treatment of intangible drilling costs and depreciation for purposes of the CAMT. The enactment of the OBBBA and
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(Unaudited)

its provisions contributed to a reduction in the Company’s expected current tax expense with an offsetting increase to the Company’s expected deferred tax expense.

9. Equity

Dividends
During the Current Quarter and Prior Quarter we made dividend payments of $ 138  million ($ 0.575 per share) and $ 138  million ($ 0.575 per share), respectively.

On April 28, 2026, we declared a base quarterly dividend payable of $ 0.575 per share, which will be paid on June 4, 2026 to stockholders of record at the close of business on May 14, 2026.
Share Repurchases
On October 22, 2024, our Board of Directors authorized repurchases of up to $ 1.0  billion, in aggregate, of the Company’s common stock and/or warrants under a share repurchase program. During the Current Quarter, we repurchased 0.6  million shares for an aggregate price of $ 66  million. We did no t make any share repurchases during the Prior Quarter. The shares of common stock repurchased during the Current Quarter were retired and recorded as a reduction to common stock and retained earnings.
Subsequent to the Current Quarter, we have repurchased approximately 0.9  million shares for an aggregate price of $ 84  million through April 24, 2026.

Warrants
As of December 31, 2025, there were 15,705 Class A Warrants, 48,801 Class B Warrants and 1,244,008 Class C Warrants outstanding. On February 9, 2026, all of the outstanding Warrants that had not been previously exercised expired. As a result of these Warrant exercises, we issued 1,122,179 common shares and no longer have any outstanding Warrants.

10. Share-Based Compensation

Our long-term incentive plan, as amended and adopted by our Board of Directors (the “LTIP”), provides for the grant of RSUs, restricted stock awards, stock options, stock appreciation rights, performance awards and other stock awards to the Company’s employees and non-employee directors and has a share reserve equal to 6,800,000 shares of common stock.
Restricted Stock Units. During the Current Quarter, we granted RSUs to employees and non-employee directors under the LTIP, which will vest over a three-year period and one-year period, respectively. The fair value of RSUs is based on the closing sales price of our common stock on the date of grant, and compensation expense is recognized ratably over the requisite service period. A summary of the changes in unvested RSUs is presented below:

Unvested Restricted Stock Units Weighted Average Grant Date Fair Value Per Share
(in thousands)
Unvested as of December 31, 2025 957   $ 94.61  
Granted 520   $ 106.90  
Vested ( 369 ) $ 88.23  
Forfeited ( 44 ) $ 101.76  
Unvested as of March 31, 2026 1,064   $ 102.54  

The aggregate intrinsic value of RSUs that vested during the Current Quarter was approximately $ 42  million based on the stock price at the time of vesting.
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(Unaudited)

As of March 31, 2026, there was approximately $ 99  million of total unrecognized compensation expense related to unvested RSUs. The expense is expected to be recognized over a weighted average period of approximatel y 2.4 years.
Performance Share Units. During the Current Quarter, we granted PSUs to senior management and certain employees under the LTIP, which will generally vest over a three-year period and will be settled in shares. The performance criteria include total shareholder return (“TSR”) and relative TSR (“rTSR”) and could result in a total payout between 0 % - 200 % of the target units. The fair value of the PSUs was measured on the grant date using a Monte Carlo simulation, and compensation expense is recognized ratably over the requisite service period because these awards depend on a combination of service and market criteria.

The following table presents the assumptions used in the valuation of the PSUs granted during the Current Quarter.

Assumption TSR, rTSR
Risk-free interest rate 3.74   %
Volatility 28.50   %

A summary of the changes in unvested PSUs is presented below:

Unvested Performance Share Units Weighted Average Grant Date Fair Value Per Share
(in thousands)
Unvested as of December 31, 2025 464   $ 106.14  
Granted 109   $ 80.45  
Vested ( 132 ) $ 80.53  
Forfeited ( 34 ) $ 125.64  
Unvested as of March 31, 2026 407   $ 105.95  

The aggregate intrinsic value of PSUs that vested during the Current Quarter was approximately $ 11  million based on the stock price at the time of vesting.
As of March 31, 2026 , there was approximatel y $ 24  million of total unrecognized compensation expense related to unvested PSUs. The expense is expected to be recognized over a weighted average period of approximat ely 2.22 years.

RSU and PSU Compensation.
We recognized the following compensation costs, net of actual forfeitures, related to RSUs and PSUs for the periods presented:

Three Months Ended March 31,
2026 2025
General and administrative expenses $ 9   $ 8  
Natural gas and oil properties 2   1  
Production expense 1   1  
Separation and other termination costs 3   —  
Marketing expense —   1  
Other operating expense, net —   2  
Total RSU and PSU compensation $ 15   $ 13  
Related income tax benefit $ 4   $ 4  

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(Unaudited)

11. Derivative and Hedging Activities

We use derivative instruments to reduce our exposure to fluctuations in future commodity prices and to protect our expected operating cash flow against significant market movements or volatility. These commodity contract derivative financial instruments primarily includes financial price instruments, collars, call options and basis protection instruments. All of our commodity contract derivative instruments are net settled based on the difference between the fixed-price payment and the floating-price payment, resulting in a net amount due to or from the counterparty. Additionally, we enter into exchange traded derivative instruments with brokers or the clearing houses of certain exchanges. We have elected not to designate any of our derivative instruments for hedge accounting treatment.

The estimated fair values of our natural gas, oil and NGL derivative instrument assets (liabilities) as of March 31, 2026 and December 31, 2025 are provided below: 

March 31, 2026 December 31, 2025
Notional Volume (a)
Fair Value Notional Volume (a)
Fair Value
Natural gas (Bcf):
Fixed-price instruments 869   $ 264   756   $ 128  
Two-way collars 858   252   1,143   212  
Three-way collars 680   95   175   32  

Call options (sold) 55   ( 4 ) 73   ( 1 )
Basis protection instruments 261   ( 31 ) 337   ( 66 )
Total natural gas 2,723   576   2,484   305  
Oil (MMBbls):
Two-way collars 2   $ ( 2 ) —   $ —  
Three-way collars —   —   —   2  
Total oil 2   ( 2 ) —   2  
NGLs (MMBbls):
Fixed-price instruments 4   $ ( 18 ) —   $ —  
Total NGL 4   ( 18 ) —   —  

Total estimated fair value $ 556   $ 307  

___________________________________________
(a) Notional volumes are presented net of short and long positions.

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(Unaudited)

The following table presents the fair value and location of each classification of derivative instrument included in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025 on a gross basis and after same-counterparty netting:

Gross Fair Value (a)
Amounts Netted in the Condensed Consolidated Balance Sheets Net Fair Value Presented in the Condensed Consolidated Balance Sheets

As of March 31, 2026
Commodity Contracts:
Short-term derivative asset $ 661   $ ( 232 ) $ 429  
Long-term derivative asset 142   ( 15 ) 127  
Short-term derivative liability ( 232 ) 232   —  
Long-term derivative liability ( 15 ) 15   —  

Total derivatives $ 556   $ —   $ 556  

As of December 31, 2025
Commodity Contracts:
Short-term derivative asset $ 340   $ ( 76 ) $ 264  
Long-term derivative asset 66   ( 19 ) 47  
Short-term derivative liability ( 79 ) 76   ( 3 )
Long-term derivative liability ( 20 ) 19   ( 1 )

Total derivatives $ 307   $ —   $ 307  

___________________________________________
(a) These financial assets (liabilities) are measured at fair value on a recurring basis utilizing significant other observable inputs; see further discussion on fair value measurements below.
Fair Value
The fair value of our commodity derivatives is based on third-party pricing models, which utilize inputs that are either readily available in the public market, such as natural gas, oil and NGL forward curves and discount rates, or can be corroborated from active markets or broker quotes, and, as such, are classified as Level 2. These values are compared to the values given by our counterparties for reasonableness. Derivatives are also subject to the risk that either party to a contract will be unable to meet its obligations. We factor non-performance risk into the valuation of our derivatives using current published credit default swap rates. To date, this has not had a material impact on the values of our derivatives.
Credit Risk Considerations
Our derivative instruments expose us to our counterparties’ credit risk. To mitigate this risk, we only enter into commodity contracts derivatives with counterparties that are highly rated or deemed by us to have acceptable credit strength and deemed by management to be competent and competitive market-makers, and we attempt to limit our exposure to non-performance by any single counterparty. As of March 31, 2026, our commodity contracts derivative instruments were spread among 21 counterparties.
Hedging Arrangements
Certain of our hedging arrangements are with counterparties that are also Lenders (or affiliates of Lenders) under our Credit Facility. We do not expect to post cash or letters of credit to secure our obligations under these hedging arrangements while we have our investment grade ratings. The obligations under these contracts must be secured by cash or letters of credit to the extent that any mark-to-market amounts exceed defined thresholds. As of March 31, 2026, we did no t have any cash or letters of credit posted as collateral for our commodity derivatives. We maintain accounts with brokers or the clearing houses of certain exchanges to facilitate financial derivative transactions. Based on the value of the positions in these accounts and associated margin requirements, we may
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be required to deposit cash into these accounts. As of March 31, 2026, the cash held within these broker margin accounts was $ 17  million, and is included within other current assets within our condensed consolidated balance sheets.

12. Investments

Momentum Sustainable Ventures LLC. During the fourth quarter of 2022, the Company entered into an agreement with Momentum Sustainable Ventures LLC (“Momentum”) to build a new natural gas gathering pipeline and carbon capture project, which gathers and treats natural gas produced in the Haynesville Shale for delivery to Gulf Coast markets, including LNG export, the New Generation Gas Gathering LLC (“NG3”) operated pipeline (the “NG3 pipeline”). The NG3 pipeline was placed in service and began gathering operations on October 1, 2025. Under a CO2 services agreement with ExxonMobil Low Carbon Solutions Onshore Storage, LLC (“Exxon”), NG3 began delivering CO2 to Exxon for capture and sequestration in February 2026. We have a 35 % interest in the joint venture entity and classify our investment with Momentum in the NG3 pipeline as a related party.
We have accounted for this investment as an equity method investment, and its carrying value, which is reflected within other long-term assets on the condensed consolidated balance sheets, was $ 301 million and $ 313  million as of March 31, 2026 and December 31, 2025, respectively. We recognize our proportionate share of income (loss) related to our investment with Momentum in other income, net within our condensed consolidated statements of operations. Our proportionate share of income (loss) related to our investment with Momentum is recognized on a three-month lag. During the Current Quarter and Prior Quarter, our proportionate share of income (loss) related to our investment in the NG3 pipeline did not have a material impact to our financial statements. We periodically review our investment with Momentum to determine if a loss in value, which is other than a temporary decline, has occurred. If an other than temporary decline has occurred, we recognize an impairment on our investment. Through March 31, 2026, we have no t recognized any impairments related to our investment with Momentum.
The NG3 pipeline provides to us certain gathering, processing and transportation services. We have a gathering agreement in which approximately 900 MMcf per day, on average, of natural gas are to be gathered and processed by the NG3 pipeline over the course of the next 12 years. During the Current Quarter, approximately $ 18  million of our gathering, processing and transportation expenses were related to services provided by the NG3 pipeline, and is reflected within our consolidated statements of operations. Additionally, approximately $ 13  million and $ 12  million of our accounts payable balance as of March 31, 2026 and December 31, 2025, respectively, was related to gathering, processing and transportation services rendered to us by the NG3 pipeline.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)

13. Supplemental Cash Flow Information

Supplemental disclosures to the condensed consolidated statements of cash flows are presented below.

Three Months Ended March 31,
2026 2025
Changes in assets and liabilities
Accounts receivable $ 307   $ ( 135 )
Accounts payable 104   ( 96 )
Other current assets ( 25 ) ( 25 )
Other current liabilities 68   5  
Total $ 454   $ ( 251 )

Supplemental cash flow information:
Interest paid, net of capitalized interest $ 100   $ 91  

Income taxes paid (refunds received), net $ 3   $ —  

Supplemental disclosure of significant
  non-cash investing and financing activities:
Change in accrued drilling and completion costs $ ( 16 ) $ 126  
Operating lease obligations recognized $ 6   $ 19  

14. Segment Information

Operating segments are defined as components of an enterprise that engage in activities from which it may earn revenues and incur expenses for which separate operational financial information is available and is regularly evaluated by the chief operating decision maker (“CODM”), who is our Chief Executive Officer, for the purpose of allocating an enterprise’s resources and assessing its operating performance. Our revenues are derived from the production, marketing and sale of natural gas, oil and NGL. Additional information on our revenues, including the disaggregation of our revenues, is found in Note 7 . As of March 31, 2026, we considered each of our operating areas as operating segments, however, we have aggregated those operating segments into one reportable segment due to the similar nature of the exploration and production business across Expand Energy and its consolidated subsidiaries and the fact that our marketing activities are ancillary to our operations.
Our CODM uses consolidated net income (loss), for purposes of allocating resources and in assessing Expand Energy’s operating performance, which also includes analyzing results to forecasted information. Additionally, our CODM is regularly provided information on production expense, gathering, processing and transportation expense, severance and ad valorem taxes and general and administrative expense, which are our significant segment expenses. Other segment items primarily consist of depreciation, depletion and amortization, marketing expense, interest expense and income tax expense (benefit). Our significant segment expenses and other segment items are derived from, and can be found within the condensed consolidated statements of operations.
The measure of segment assets is total assets as reported on our condensed consolidated balance sheets, and as of March 31, 2026 and as of December 31, 2025 our total assets were $ 29,521  million and $ 28,287  million, respectively. Additionally, in analyzing company performance, our CODM reviews capital expenditures. During the Current Quarter and Prior Quarter, our capital expenditures were $ 716  million and $ 662  million, respectively. During the Current Quarter and Prior Quarter we did no t make any contributions to equity method investments. Our interest revenue during the Current Quarter and Prior Quarter was $ 8  million and $ 2  million, respectively.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with management’s perspective on our financial condition, liquidity, results of operations and certain other factors that may affect our future results. The following discussion should be read together with the condensed consolidated financial statements included in Item 1 of Part I of this report and the consolidated financial statements included in Item 8 of our 2025 Form 10-K .
Expand Energy is the largest independent natural gas producer in the U.S., based on net daily production, and is focused on responsibly developing an abundant supply of natural gas, oil and NGL to expand energy access for all. Our operations are located in Louisiana and Texas in the Haynesville and Bossier Shales (“Haynesville”), in Pennsylvania in the Marcellus Shale (“Northeast Appalachia”) and in West Virginia and Ohio in the Marcellus and Utica Shales (“Southwest Appalachia”).
Our strategy is to create resilient shareholder value through the responsible development of our significant resource plays while continuing to be a leading provider of natural gas to growing markets. We continue to focus on improving margins through operating efficiencies, marketing and commercial efforts and financial discipline and improving our safety and sustainability performance. To accomplish these goals, we plan to allocate our human resources and capital expenditures to projects we believe offer the highest cash return on capital invested, to deploy leading drilling and completion technology throughout our portfolio, and to take advantage of acquisition and divestiture opportunities to strengthen our portfolio. We also intend to continue to invest in projects designed to reduce the environmental impact of our production activities.
Additionally, we aim to be conscientious in our efforts and how they will shape our approach to sustainability for the future and have established the following goals:
• Net zero (Scope 1 and 2) greenhouse gas emissions by 2035.
• Maintain 100% responsibly sourced gas (RSG) certification across our portfolio.

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Recent Developments

Senior Notes Repayment
On April 15, 2026, the 6.75% Senior Notes due 2029 were repaid and terminated for approximately $875 million, including accrued interest. Additionally, on April 17, 2026, the 5.875% Senior Notes due 2029 were repaid and terminated for approximately $446 million, including accrued interest. These senior notes were repaid using cash on hand. See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.
Shareholder Returns
In October 2024, our Board of Directors authorized the Company to repurchase up to $1.0 billion, in aggregate, of the Company’s common stock and/or warrants. In 2025, we prioritized paying the base dividend of $2.30 per share and $1.0 billion of annual net debt reduction, with 75% of the remaining free cash flow distributed, as market conditions warranted, through share repurchases and additional dividend payments. In 2026, the Company plans to continue to prioritize debt reduction and effectively returning cash to shareholders. During the Current Quarter, we repurchased 0.6 million shares for an aggregate price of $66 million. Additionally, following the end of the Current Quarter, we repurchased approximately 0.9 million shares for an aggregate price of $84 million through April 24, 2026.

LNG Agreement

On April 22, 2026, we executed a Sales and Purchase Agreement (“SPA”) for long-term liquefaction offtake with Delfin FLNG 1 LLC, subject to final investment decision. Under the SPA, we will purchase approximately 1.15 million tonnes of LNG per annum from Delfin FLNG 1 LLC at a Henry Hub price with a contract targeted start date in 2031. The previously announced SPAs with Delfin and Gunvor Group Ltd have been terminated.

Economic and Market Conditions

Heightened geopolitical tensions and supply disruptions have amplified price volatility across global natural gas, oil, and NGL markets, posing renewed risks to economic growth. For example, in late February and early March 2026, military conflict involving the United States, Israel and Iran escalated in the Middle East, increasing geopolitical uncertainty in global energy markets. Concerns over disruptions to oil, natural gas and LNG production and shipping routes in the region may contribute to market price volatility for an undeterminable period of time.

Domestically, a confluence of mild weather and robust production has negatively impacted natural gas prices in the near term. However, structural demand drivers, led by the commissioning of new LNG export capacity, accelerating industrial onshoring, and the rapid expansion of AI-powered data centers, are expected to tighten market conditions, reinforcing upward pressure on future supply requirements and increasing volatility in price. Our future estimated cash flow is partially protected from commodity price movements through our current hedge positions that provide a floor price on over 65% of our projected gas volumes through the end of 2026 with significant upside participation via costless collars and three-way collars. For the foreseeable future, we believe our operational flexibility, cost structure and liquidity position will enable us to successfully navigate continued price volatility.

We continue to monitor factors impacting commodity supply and demand situations, including tariffs on steel and oil related cost inputs such as diesel fuel, to assess their impact on our business, business partners and customers. For additional discussion regarding risk associated with price volatility and economic uncertainty, see Part I, Item 1A “Risk Factors” in our 2025 Form 10-K .

Management Changes
On February 6, 2026, the Board of Directors of the Company appointed Michael Wichterich, Chairman of the Board, as Interim President and Chief Executive Officer, replacing Domenic J. Dell’Osso, Jr., effective immediately. In connection with his separation, Mr. Dell’Osso also resigned from the Board of Directors, effective immediately.
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On April 6, 2026, the Board of Directors of the Company appointed Marcel Teunissen, as Executive Vice President and Chief Financial Officer, effective immediately.

Liquidity and Capital Resources

Liquidity Overview
Our primary sources of capital resources and liquidity are internally generated cash flows from operations and borrowings under our Credit Facility, and our primary uses of cash are for the development of our natural gas and oil properties, acquisitions of additional natural gas and oil properties, repayments of debt and return of value to stockholders through dividends and equity repurchases. If needed, we also have the ability to issue equity or debt securities through public offerings or private placements. We believe our cash flow from operations, cash on hand and unused borrowing capacity under the Credit Facility, as discussed below, will provide sufficient liquidity during the next 12 months and the foreseeable future. As of March 31, 2026, we had $5.7 billion of liquidity available, including $2.2 billion of cash on hand and $3.5 billion of aggregate unused borrowing capacity available under the Credit Facility. As of March 31, 2026, we had no outstanding borrowings under our Credit Facility.
Further, we may from time to time seek to retire, refinance or amend some or all of our outstanding debt or debt agreements through exchanges, open market purchases, privately negotiated transactions, tender offers or otherwise. Such transactions, if any, and the terms thereof, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved in such financing transactions may be material. See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion of our debt obligations, including principal and carrying amounts of our senior notes.
Investment Grade Ratings
We have investment grade ratings with S&P Global Ratings (“S&P”), Fitch Ratings (“Fitch”) and Moody’s Ratings (“Moody’s”). S&P has an issuer-level rating of ‘BBB-’ on our unsecured debt and an issuer credit rating of ‘BBB-’, with a stable outlook. Fitch has a credit rating of ‘BBB-’ on our revolver credit and a rating of ‘BBB-’ on our senior notes, with a stable outlook. Moody’s has a rating of Baa3 on our senior unsecured notes, with a stable outlook.
Dividends
On April 28, 2026, we declared a base quarterly dividend payable of $0.575 per share, which will be paid on June 4, 2026 to stockholders of record at the close of business on May 14, 2026.
The declaration and payment of any future dividend, whether fixed or variable, will remain at the full discretion of the Board of Directors and will depend on the Company’s financial results, cash requirements, future prospects and other relevant factors. The Company’s ability to pay dividends to its stockholders is restricted by (i) Oklahoma corporate law, (ii) its Certificate of Incorporation, (iii) the terms and provisions of the Credit Agreement and (iv) the terms and provisions of the various indentures governing our senior notes. See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion of our debt obligations.

Derivative and Hedging Activities
Our results of operations and cash flows are impacted by changes in market prices for natural gas, oil and NGL. We enter into various derivative instruments to mitigate a portion of our exposure to commodity price declines, but these transactions may also limit our cash flows in periods of rising commodity prices. Our natural gas, oil and NGL derivative activities, when combined with our sales of natural gas, oil and NGL, allow us to better predict the total revenue we expect to receive. See Item 3. Quantitative and Qualitative Disclosures About Market Risk included in Part I of this report for further discussion on the impact of commodity price risk on our financial position.
Shelf Registration
We have a universal shelf registration statement on file with the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), under which we have the ability to issue and sell an indeterminate amount of various types of debt and equity securities. The specific terms of
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any securities to be sold will be described in supplemental filings with the SEC. There were no sales of such securities during the Current Quarter or Prior Quarter. Our current shelf registration statement will expire in November 2027.

Contractual Obligations and Off-Balance Sheet Arrangements
As of March 31, 2026, our material contractual obligations include repayment of senior notes, derivative obligations, asset retirement obligations, lease obligations, undrawn letters of credit and various other commitments we enter into in the ordinary course of business that could result in future cash obligations. In addition, we have contractual commitments with midstream companies and pipeline carriers for future gathering, processing and transportation of natural gas to move certain of our production to market. The estimated gross undiscounted future commitments under these agreements were approximately $9.2 billion as of March 31, 2026. As discussed above, we believe our existing sources of liquidity will be sufficient to fund our near and long-term contractual obligations. See Notes 4 , 5 and 11 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

Credit Facility
On September 30, 2025, we entered into the Credit Agreement, which matures in September 2030. The Credit Facility provides for aggregate commitments of $3.5 billion, with a $1.0 billion sublimit available for the issuance of letters of credit and a $100 million sublimit available for swingline loans. Borrowings under the Credit Agreement may be alternate base rate loans or term SOFR loans, at the Company’s election. As of March 31, 2026, we had approximately $3.5 billion available for borrowings under the Credit Facility. See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

Capital Expenditures
For the year ending December 31, 2026, we currently expect to complete and turn in line 205 to 235 gross wells utilizing approximately 11 to 12 rigs and plan to invest between approximately $2.75 – $2.95 billion in capital expenditures. We currently plan to fund our 2026 capital program through cash on hand, expected cash flow from our operations and borrowings under our Credit Facility. We may alter or change our plans with respect to our capital program and expected capital expenditures based on developments in our business, our financial position, our industry or any of the markets in which we operate.

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Sources and (Uses) of Cash and Cash Equivalents
The following table presents the sources and uses of our cash and cash equivalents for the periods presented:

Three Months Ended March 31,
2026 2025
Cash provided by operating activities $ 2,402  $ 1,096 
Proceeds from divestitures of property and equipment 41  — 
Receipts of deferred consideration 60  60 
Proceeds from warrant exercise 15  21 
Distributions from investments 10  — 
Capital expenditures (707) (563)
Property acquisitions (4) — 
Contributions to investments (1) (4)

Cash paid to purchase debt —  (436)
Cash paid to repurchase and retire common stock (66) — 
Cash paid for common stock dividends (141) (142)

Net increase in cash, cash equivalents and restricted cash $ 1,609  $ 32 

Cash Flow from Operating Activities
Cash provided by operating activities was $2,402 million and $1,096 million during the Current Quarter and Prior Quarter, respectively. The increase during the Current Quarter is primarily due to higher prices for the natural gas we sold as well as increased sales volumes. Cash flows from operations are largely affected by the same factors that affect our net income (loss), excluding various non-cash items, such as depreciation, depletion and amortization, certain impairments, gains or losses on sales of assets, deferred income taxes and mark-to-market changes in our open derivative instruments. See further discussion below under Results of Operations .
Proceeds from Divestitures of Property and Equipment
During the Current Quarter, we sold a portion of our Oklahoma City campus as well as certain minor leasehold positions.
Receipts of Deferred Consideration
During both the Current Quarter and Prior Quarter, we received deferred consideration associated with our Eagle Ford divestiture transactions. See Note 2 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.
Capital Expenditures
Our capital expenditures increased during the Current Quarter compared to the Prior Quarter, as a result of increased drilling and completion activity within our Haynesville and Northeast Appalachia operating areas as well as increased leasehold capital expenditure activity.

Cash Paid to Purchase Debt

During the Prior Quarter, the $389 million aggregate principal of the 2025 Notes was repaid and terminated upon maturity with cash on hand and borrowings under the prior credit facility, of which the prior credit facility borrowings were subsequently repaid. Additionally, we redeemed the remaining $47 million aggregate principal of the 2026 Notes using cash on hand. See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.
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Cash Paid to Repurchase and Retire Common Stock
During the Current Quarter, we repurchased 0.6 million shares for an aggregate price of $66 million. The shares of common stock repurchased during the Current Quarter were retired and recorded as a reduction to common stock and retained earnings. See Note 9 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.
Cash Paid for Common Stock Dividends
As part of our dividend program, we paid common stock dividends of $141 million and $142 million during the Current Quarter and Prior Quarter, respectively. See Note 9 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.
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Results of Operations

Natural Gas, Oil and NGL Production and Average Sales Prices

Three Months Ended March 31, 2026
Natural Gas Oil NGL Total
MMcf per day $/Mcf MBbl per day $/Bbl MBbl per day $/Bbl MMcfe per day $/Mcfe
Haynesville 3,148  4.40  —  —  —  —  3,148  4.40 
Northeast Appalachia 2,785  5.70  —  —  —  —  2,785  5.70 
Southwest Appalachia 981  4.42  15  64.37  72  25.49  1,503  4.74 
Total 6,914  4.92  15  64.37  72  25.49  7,436  4.95 

Average NYMEX Price 5.04  71.93 
Average Realized Price (including realized derivatives) 4.28  64.77  25.49  4.35 

Three Months Ended March 31, 2025
Natural Gas Oil NGL Total
MMcf per day $/Mcf MBbl per day $/Bbl MBbl per day $/Bbl MMcfe per day $/Mcfe
Haynesville 2,617  3.48  —  —  —  —  2,617  3.48 
Northeast Appalachia 2,668  3.75  —  —  —  —  2,668  3.75 
Southwest Appalachia 969  3.38  14  63.40  75  30.54  1,503  4.28 
Total 6,254  3.58  14  63.40  75  30.54  6,788  3.76 

Average NYMEX Price 3.65  71.42 
Average Realized Price (including realized derivatives) 3.51  63.76  29.35  3.69 

Natural Gas, Oil and NGL Sales

Three Months Ended March 31, 2026
Natural Gas Oil NGL Total
Haynesville $ 1,245  $ —  $ —  $ 1,245 
Northeast Appalachia 1,428  —  —  1,428 
Southwest Appalachia 389  87  166  642 
Total natural gas, oil and NGL sales $ 3,062  $ 87  $ 166  $ 3,315 

Three Months Ended March 31, 2025
Natural Gas Oil NGL Total
Haynesville $ 821  $ —  $ —  $ 821 
Northeast Appalachia 900  —  —  900 
Southwest Appalachia 294  78  207  579 
Total natural gas, oil and NGL sales $ 2,015  $ 78  $ 207  $ 2,300 

Natural gas, oil and NGL sales during the Current Quarter increased $1,015 million compared to the Prior Quarter. Higher average gas prices, primarily driven by Winter Storm Fern, resulted in an $807 million increase during the Current Quarter. Additionally, increased volumes across all of our operating areas, driven by new well production, resulted in a $208 million increase.
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Production Expenses

Three Months Ended March 31,
2026 2025
$/Mcfe $/Mcfe
Haynesville $ 93  0.33  $ 70  0.30 
Northeast Appalachia 47  0.19  38  0.16 
Southwest Appalachia 45  0.34  39  0.29 
Total production expenses $ 185  0.28  $ 147  0.24 

Production expenses during the Current Quarter increased $38 million compared to the Prior Quarter. The increase was primarily driven by increased salt water disposal expenses and workover expenses in the Haynesville as a result of increased production activity.
Gathering, Processing and Transportation Expenses

Three Months Ended March 31,
2026 2025
$/Mcfe $/Mcfe
Haynesville $ 239  0.84  $ 177  0.75 
Northeast Appalachia 263  1.05  226  0.94 
Southwest Appalachia 188  1.38  160  1.19 
Total GP&T $ 690  1.03  $ 563  0.92 

Gathering, processing and transportation expenses during the Current Quarter increased $127 million compared to the Prior Quarter. These increase were primarily related to increased volumes and rates across all of our operating areas due to new well production, annual fee escalations and the NG3 pipeline going into service.

Severance and Ad Valorem Taxes

Three Months Ended March 31,
2026 2025
$/Mcfe $/Mcfe
Haynesville $ 27  0.09  $ 14  0.06 
Northeast Appalachia 7  0.03  8  0.03 
Southwest Appalachia 26  0.20  26  0.19 
Total severance and ad valorem taxes $ 60  0.09  $ 48  0.08 

Severance and ad valorem taxes during the Current Quarter increased $12 million compared to the Prior Quarter. The increase was primarily related to higher production volumes and severance tax rates in Haynesville.
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Gains (Losses) on Derivatives

Three Months Ended March 31,
2026 2025
Natural gas derivatives - realized losses $ (401) $ (37)
Natural gas derivatives - unrealized gains (losses) 301  (962)
Total losses on natural gas derivatives $ (100) $ (999)

Oil derivatives - realized gains $ 1  $ — 
Oil derivatives - unrealized losses (4) — 
Total losses on oil derivatives $ (3) $ — 

NGL derivatives - realized losses $ —  $ (8)
NGL derivatives - unrealized losses (18) (7)
Total losses on NGL derivatives $ (18) $ (15)

Other derivatives - realized losses $ (8) $ — 

Total losses on other derivatives $ (8) $ — 
Total losses on derivatives $ (129) $ (1,014)

See Note 11 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for a discussion of our derivative activity.

Marketing Revenues and Expenses

Three Months Ended March 31,
2026 2025
Marketing revenues $ 1,212  $ 910 
Marketing expenses 1,121  919 
Marketing margin $ 91  $ (9)

Marketing revenues and expenses increased in the Current Quarter compared to the Prior Quarter primarily as a result of increased marketed volumes, higher prices amid natural gas price volatility and optimization efforts.

General and Administrative Expenses

Three Months Ended March 31,
2026 2025
Total G&A, net $ 63  $ 47 
G&A, net per Mcfe $ 0.09  $ 0.08 

Total general and administrative expenses, net during the Current Quarter increased compared to the Prior Quarter due to an increase in employee compensation and benefits as well as other corporate expenses.
Separation and Other Termination Costs
During the Current Quarter, we recognized $9 million of separation and other termination costs related to one-time termination benefits for certain employees.

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Depreciation, Depletion and Amortization

Three Months Ended March 31,
2026 2025
DD&A $ 711  $ 711 
DD&A per Mcfe $ 1.06  $ 1.16 

The per unit decrease in depreciation, depletion and amortization for the Current Quarter compared to the Prior Quarter is related to lower depletion rates in the Current Quarter due to an increase in prices used in the evaluation of our reserves.
Interest Expense

Three Months Ended March 31,
2026 2025
Interest expense on debt $ 71  $ 77 
Amortization of premium, discount, issuance costs and other 1  — 
Capitalized interest (13) (18)
Total interest expense $ 59  $ 59 

The decrease in interest expense on debt during the Current Quarter compared to the Prior Quarter was primarily due to lower average debt outstanding during the Current Quarter. Capitalized interest decreased during the Current Quarter compared to the Prior Quarter, as we ceased capitalizing interest on our investment in the NG3 pipeline once operations commenced on October 1, 2025.
See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for additional discussion.

Income Taxes
The projected full year current and deferred taxes are allocated to the Current Quarter based on the proportion of year-to-date pre-tax book income to the projected full year pre-tax book income. As a result, an income tax expense of $330 million was recorded for the Current Quarter. Of this amount, $11 million was related to current taxes and $319 million was related to deferred taxes. An income tax benefit of $70 million was recorded for the Prior Quarter. Of this amount, $33 million was related to current taxes and $37 million was related to deferred taxes. Our effective income tax rate was 22.1% and 21.9% during the Current Quarter and the Prior Quarter, respectively. Our effective tax rate can fluctuate due to the impact of discrete items, state income taxes and permanent differences. The OBBBA and its provisions contributed to a reduction in the Company’s expected current tax expense with an offsetting increase to the Company’s deferred tax expense. See Note 8 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for a discussion of income taxes.
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Forward-Looking Statements

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements include our current expectations or forecasts of future events, including matters relating to armed conflict between Russia and Ukraine, instability in the Middle East and Venezuela and changes in China-Taiwan relations, along with the effects of the current global economic environment, and the impact of each on our business, financial condition, results of operations and cash flows, actions by, or disputes among or between, members of OPEC+ and other foreign oil-exporting countries, market factors, market prices, our ability to meet debt service requirements, our ability to continue to pay cash dividends, the amount and timing of any cash dividends and our sustainability initiatives. Forward-looking and other statements in this Form 10-Q regarding our environmental, social and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking environmental, social and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Forward-looking statements often address our expected future business, financial performance and financial condition, and often contain words such as “aim,” “predict,” “should,” "expect," “could,” “may,” "anticipate," "intend," "plan," “ability,” "believe," "seek," "see," "will," "would," “estimate,” “forecast,” "target," “guidance,” “outlook,” “opportunity” or “strategy.”

Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, they are inherently subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. No assurance can be given that such forward-looking statements will be correct or achieved or that the assumptions are accurate or will not change over time. Particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include:
• reduced demand for natural gas, oil and natural gas liquids;
• negative public perceptions of our industry;
• competition in the natural gas and oil exploration and production industry;
• the volatility of natural gas, oil and NGL prices, which are affected by general economic and business conditions, as well as increased demand for (and availability of) alternative fuels and electric vehicles;
• risks from regional epidemics or pandemics and related economic turmoil, including supply chain constraints;
• write-downs of our natural gas and oil asset carrying values due to low commodity prices;
• significant capital expenditures are required to replace our reserves and conduct our business;
• our ability to replace reserves and sustain production;
• uncertainties inherent in estimating quantities of natural gas, oil and NGL reserves and projecting future rates of production and the amount and timing of development expenditures;
• drilling and operating risks and resulting liabilities;
• our ability to generate profits or achieve targeted results in drilling and well operations;
• leasehold terms expiring before production can be established;
• risks from our commodity price risk management activities;
• uncertainties, risks and costs associated with natural gas and oil operations;
• our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used;
• pipeline and gathering system capacity constraints and transportation interruptions;
• risks related to our plans to participate in the global LNG value chain;
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• terrorist activities and/or cyber-attacks adversely impacting our operations;
• risks from failure to protect personal information and data and compliance with data privacy and security laws and regulations;
• disruption of our business by natural or human causes beyond our control;
• a deterioration in general economic, business or industry conditions;
• the impact of inflation and commodity price volatility, including as a result of decisions made by OPEC+ and armed conflict between Russia and Ukraine, instability in the Middle East and Venezuela, and changes in China-Taiwan relations, along with the effects of the current global economic environment, on our business, financial condition, employees, contractors, vendors and the global demand for natural gas and oil and on U.S. and global financial markets;
• our inability to access the capital markets on favorable terms;
• the limitations on our financial flexibility due to our level of indebtedness and restrictive covenants from our indebtedness;
• challenges with employee recruitment and retention and an increasingly competitive labor market;
• risks related to acquisitions or dispositions, or potential acquisitions or dispositions;
• security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology systems, or from breaches of information technology systems of third parties with whom we transact business;
• our ability to achieve and maintain sustainability certifications, goals and commitments;
• environmental and sustainability legislation and regulatory initiatives, including those addressing the impact of climate change or further regulating hydraulic fracturing, greenhouse gas emissions, flaring or water disposal;
• federal and state tax proposals affecting our industry;
• risks related to an annual limitation on the utilization of our tax attributes, which was triggered upon the completion of the Southwestern Merger, as well as trading in our common stock, additional issuance of common stock, and certain other stock transactions, which could lead to an additional, potentially more restrictive, annual limitation; and
• other factors that are described under Risk Factors in Item 1A of our 2025 Form 10-K .
We caution you not to place undue reliance on the forward-looking statements contained in this report, which speak only as of the filing date, and we undertake no obligation and have no intention to update this information, except as required by law. We urge you to carefully review and consider the disclosures in this report and our other filings with the SEC that attempt to advise interested parties of the risks and factors that may affect our business.
All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.

Information About Us

Investors should note that we make available, free of charge on our website at expandenergy.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also post announcements, updates, events, investor information and presentations on our website in addition to copies of all recent news releases. We may use the Investors section of our website to communicate with investors. It is possible that the financial and other information posted on the Investors section of our website could be deemed to be material information. Documents and information on our website are not incorporated by reference herein.
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including Expand Energy, that file electronically with the SEC.
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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our exposure to market risk. The term market risk relates to our risk of loss arising from adverse changes in natural gas, oil and NGL prices and interest rates. These disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. The forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.
Commodity Price Risk
Our results of operations and cash flows are impacted by changes in market prices for natural gas, oil and NGL, which have historically been volatile. To mitigate a portion of our exposure to adverse price changes, we enter into various derivative instruments. Our natural gas, oil and NGL derivative activities, when combined with our sales of natural gas, oil and NGL, allow us to predict with greater certainty the revenue we will receive. We believe our derivative instruments continue to be highly effective in achieving our risk management objectives.
We determine the fair value of our derivative instruments utilizing established index prices, volatility curves and discount factors. These estimates are compared to counterparty valuations for reasonableness. Derivative transactions are also subject to the risk that counterparties will be unable to meet their obligations. This non-performance risk is considered in the valuation of our derivative instruments, but to date has not had a material impact on the values of our derivatives. Future risk related to counterparties not being able to meet their obligations has been partially mitigated under our commodity hedging arrangements that require counterparties to post collateral if their obligations to us are in excess of defined thresholds. The values we report in our financial statements are as of a point in time and subsequently change as these estimates are revised to reflect actual results, changes in market conditions and other factors. See Note 11 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion of the fair value measurements associated with our derivatives.
Our natural gas, oil and NGL revenues during the Current Quarter, excluding any effect of our derivative instruments, were $3,062 million, $87 million and $166 million, respectively. Based on production, natural gas, oil and NGL revenue for the Current Quarter would have increased or decreased by approximately $306 million, $9 million and $17 million, respectively, for each 10% increase or decrease in prices. As of March 31, 2026, the fair value of our natural gas derivatives was a net asset of $576 million. As of March 31, 2026, the fair value of our oil and NGL derivatives were net liabilities of $2 million and $18 million, respectively. A 10% fluctuation in forward natural gas prices would impact the valuation of natural gas derivatives by approximately $614 million. A 10% fluctuation in forward oil prices would impact the valuation of oil derivatives by approximately $12 million. A 10% fluctuation in forward NGL prices would impact the valuation of NGL derivatives by approximately $13 million. This fair value change assumes volatility based on prevailing market parameters at March 31, 2026. See Note 11 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further information on our open derivative positions.
Interest Rate Risk
Our exposure to interest rate changes relates primarily to borrowings under our Credit Facility. Interest is payable on borrowings under the Credit Facility based on floating rates. See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part 1 of this report for additional information. As of March 31, 2026, we did not have any outstanding borrowings under our Credit Facility.
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ITEM 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our Interim Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based on that evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded as of March 31, 2026 that our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the period covered by this quarterly report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

Litigation and Regulatory Proceedings
We are involved in various regulatory proceedings, lawsuits and disputes arising in the ordinary course of our business operations, including commercial disputes, personal injury claims, royalty claims, property damage claims and contract actions. We are also party to the consolidated Chapter 11 Cases pending for the Debtors in the Bankruptcy Court. Legal proceedings that were in existence prior to the Petition Date and have not yet been settled as part of the Chapter 11 Cases will be resolved in connection with the claims reconciliation process before the Bankruptcy Court. Any allowed claim related to such prepetition litigation will be treated in accordance with the Plan. Any legal proceeding pending against Southwestern and assumed by us in connection with the Southwestern Merger is not subject to discharge or resolution as part of the Chapter 11 Cases.
See Note 5 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for information regarding our estimation and provision for potential losses related to litigation and regulatory proceedings. Based on management’s current assessment, we are of the opinion that no pending or threatened lawsuit or dispute relating to our business operations is likely to have a material adverse effect on our future consolidated financial position, results of operations or cash flows. Pursuant to this item, we use a threshold of $1 million for purposes of determining whether any legal proceedings in regards to federal, state or local environmental laws with a governmental authority require disclosure. This $1 million disclosure threshold does not imply that this amount is necessarily material to our business or financial condition, and as of March 31, 2026, there were no environmental proceedings to disclose. The final resolution of such matters could exceed amounts accrued, however, and actual results could differ materially from management’s estimates.
Environmental Contingencies
The nature of the natural gas and oil business carries with it certain environmental risks for us and our subsidiaries. We have implemented various policies, programs, procedures, training and audits to reduce and mitigate such environmental risks. We conduct periodic reviews, on a company-wide basis, to assess changes in our environmental risk profile. Environmental reserves are established for environmental liabilities for which economic losses are probable and reasonably estimable. We manage our exposure to environmental liabilities in acquisitions by using an evaluation process that seeks to identify pre-existing contamination or compliance concerns and address the potential liability. Depending on the extent of an identified environmental concern, we may, among other things, exclude a property from the transaction, require the seller to remediate the property to our satisfaction in an acquisition or agree to assume liability for the remediation of the property.

ITEM 1A. Risk Factors

Our business has many risks. Factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our common stock are described under “Risk Factors” in Item 1A of our 2025 Form 10-K . This information should be considered carefully, together with other information in this report and other reports and materials we file with the SEC.
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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Repurchases of Equity Securities
On October 22, 2024, our Board of Directors authorized repurchases of up to $1.0 billion, in aggregate, of the Company’s common stock and/or warrants under a share repurchase program. The repurchase authorization permits repurchases on a discretionary basis subject to market conditions, obtaining required internal approvals, applicable legal requirements, available liquidity, compliance with the Company’s debt agreements and other appropriate factors. The following table provides information regarding purchases of our common stock made by us during the Current Quarter.

Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
January 1 - January 31 —  $ —  —  $ 900 
February 1 - February 28 261,514  104.01  261,514  $ 873 
March 1 - March 31 360,944  106.29  360,944  $ 834 
Total 622,458  $ 105.33  622,458 

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this Form 10-Q.

ITEM 5. Other Information

During the three months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
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ITEM 6. Exhibits

The exhibits listed below in the Index of Exhibits are filed, furnished or incorporated by reference pursuant to the requirements of Item 601 of Regulation S-K.
INDEX OF EXHIBITS

    Incorporated by Reference  
Exhibit
Number
Exhibit Description Form SEC File
Number
Exhibit Filing Date Filed or
Furnished
Herewith

2.1 Fifth Amended Joint Plan of Reorganization of Chesapeake Energy Corporation and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Exhibit A of the Confirmation Order).
8-K 001-13726 2.1 1/19/2021

2.2* Agreement and Plan of Merger, dated as of January 10, 2024, among Chesapeake Energy Corporation, Hulk Merger Sub, Inc., Hulk LLC Sub, LLC, and Southwestern Energy Company.
8-K 001-13726 2.1 1/11/2024

3.1 Third Amended and Restated Certificate of Incorporation of Expand Energy Corporation.
8-K 001-13726 3.1 10/1/2024

3.2 Third Amended and Restated Bylaws of Expand Energy Corporation.
8-K 001-13726 3.2 10/1/2024

31.1 Michael Wichterich, Chairman of the Board, Interim President and Chief Executive Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X

31.2 Marcel Teunissen, Executive Vice President and Chief Financial Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X

32.1** Michael Wichterich, Chairman of the Board, Interim President and Chief Executive Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X

32.2** Marcel Teunissen, Executive Vice President and Chief Financial Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X

95.1 Mine Safety Disclosure.
X

101 INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X

101 SCH Inline XBRL Taxonomy Extension Schema Document. X

101 CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X

101 DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X

101 LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. X

101 PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X

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    Incorporated by Reference  
Exhibit
Number
Exhibit Description Form SEC File
Number
Exhibit Filing Date Filed or
Furnished
Herewith

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X

* Annexes, schedules and certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted annexes, schedules and exhibits upon request by the SEC.
** Furnished herewith.

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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXPAND ENERGY CORPORATION

Date: April 28, 2026 By:   /s/ MICHAEL A. WICHTERICH
    Michael A. Wichterich
Chairman of the Board, Interim President and Chief Executive Officer

Date: April 28, 2026 By: /s/ MARCEL TEUNISSEN
Marcel Teunissen
Executive Vice President and Chief Financial Officer

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