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Item 15. Exhibits and Financial Statement Schedules

36K characters. Original on sec.gov ·

Item 15. Exhibits and Financial Statement Schedules

(a) The following financial statements, financial statement schedules and exhibits are filed as a part of this report:

1.Financial Statements. Expand Energy's consolidated financial statements are included in Item 8 of Part II of this report. Reference is made to the accompanying Index to Financial Statements.

2.Financial Statement Schedules. No financial statement schedules are applicable or required.

3.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 NumberExhibit DescriptionFormSEC File NumberExhibitFiling DateFiled or Furnished Herewith
2.1Fifth 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-K001-137262.11/19/2021
2.2Partnership Interest Purchase Agreement by and among The Jan & Trevor Rees-Jones Revocable Trust, Rees-Jones Family Holdings, LP, Chief E&D Participants, LP, and Chief E&D (GP) LLC (collectively, as Sellers) and Chesapeake Energy Corporation and its affiliates, dated as of January 24, 2022.10-K001-1372610.362/24/2022
2.3Membership Interest Purchase Agreement by and among Radler 2000 Limited Partnership and Tug Hill, Inc., together as Sellers, and Chesapeake Energy Corporation and its affiliates, dated as of January 24, 2022.10-K001-1372610.372/24/2022
2.4Membership Interest Purchase Agreement by and among Radler 2000 Limited Partnership and Tug Hill, Inc., together as Sellers, and Chesapeake Energy Corporation and its affiliates, dated as of January 24, 2022.10-K001-1372610.382/24/2022
2.5*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 Corporation8-K001-137262.11/11/2024
3.1Third Amended and Restated Certificate of Incorporation of Expand Energy Corporation.8-K001-137263.110/1/2024
3.2Third Amended and Restated Bylaws of Expand Energy Corporation.8-K001-137263.210/1/2024
4.1Description of Securities.8-A001-13726N/A2/9/2021

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10.1Restructuring Support Agreement, dated June 28, 2020.8-K001-1372610.16/29/2020
10.2Backstop Commitment Agreement, dated June 28, 2020 (Exhibit 4 to the Restructuring Support Agreement).8-K001-1372610.16/29/2020
10.3Registration Rights Agreement, dated as of February 9, 2021, by and among Chesapeake Energy Corporation and the other parties signatory thereto.8-K001-1372610.22/9/2021
10.4Class A Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company.8-K001-1372610.32/9/2021
10.5Class B Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company.8-K001-1372610.42/9/2021
10.6Class C Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company.8-K001-1372610.52/9/2021
10.7Form of Indemnity Agreement.X
10.8†Expand Energy Corporation 2021 Long Term Incentive Plan.X
10.9Purchase Agreement, dated as of February 2, 2021, by and among Chesapeake Escrow Issuer LLC, and Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, as representatives of the purchasers signatory thereto, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029.10-K001-1372610.103/1/2021
10.10Indenture dated as of February 5, 2021, among Chesapeake Escrow Issuer LLC, as issuer, the guarantors signatory thereto, and Deutsche Bank Trust Company Americas, as Trustee, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029.10-K001-1372610.113/1/2021
10.11Joinder Agreement, dated as of February 9, 2021, by and among Chesapeake Energy Corporation and the Guarantors party thereto, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029.10-K001-1372610.123/1/2021
10.12First Supplemental Indenture, dated as of February 9, 2021, by and among Chesapeake Energy Corporation, the Guarantors signatory thereto, and Deutsche Bank Trust Company Americas, as Trustee, with respect to 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029.10-K001-1372610.133/1/2021
10.13†Amendment to the Expand Energy Corporation 2021 Long Term Incentive Plan.X
10.14†Form of Executive/Employee Restricted Stock Unit Award Agreement for Expand Energy Corporation 2021 Long Term Incentive Plan.X

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10.15†Form of Non-Employee Director Restricted Stock Unit Award Agreement for Expand Energy Corporation 2021 Long Term Incentive Plan.X
10.16†Form of Performance Share Unit Award (Absolute TSR) for Expand Energy Corporation 2021 Long Term Incentive Plan.X
10.17†Form of Performance Share Unit Award (Relative TSR) for Expand Energy Corporation 2021 Long Term Incentive Plan.X
10.18†Expand Energy Corporation Executive Severance Plan.X
10.19†Form of Participation Agreement pursuant to Expand Energy Corporation Executive Severance Plan.X
10.20†Second Amendment to the Expand Energy Corporation 2021 Long Term Incentive Plan.X
10.21Supplemental Indenture, dated as of November 2, 2021, by and among Chesapeake Energy Corporation, the guarantors party thereto and Wilmington Trust, National Association, as Trustee.8-K001-137264.111/2/2021
10.22Supplemental Indenture, dated as of November 2, 2021, by and among Chesapeake Energy Corporation, the guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee.8-K001-137264.211/2/2021
10.23Registration Rights Agreement dated March 9, 2022, by and among the Company and The Jan & Trevor Rees-Jones Revocable Trust, Rees-Jones Family Holdings, LP, Chief E&D Participants, LP, and Chief E&D (GP) LLC.8-K001-1372610.13/9/2022
10.24Registration Rights Agreement dated March 9, 2022, by and among the Company and Radler 2000 Limited Partnership.8-K001-1372610.23/9/2022
10.25Form of Dealer Manager Agreement in connection with exchange offers for Warrants.S-4333-26696110.348/18/2022
10.26Form of Tender and Support Agreement, dated September 12, 2022, in connection with exchange offers for Warrant.S-4/A333-26696110.359/12/2022
10.27Credit Agreement, dated as of December 9, 2022, among Chesapeake Energy Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto.8-K001-1372610.112/12/2022
10.28†Form of Chesapeake Energy Corporation Executive Letter Agreement8-K001-1372610.11/11/2024
10.29†Letter Agreement with Chris Lacy, dated October 11, 2024.X

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10.30Indenture, dated as of December 2, 2024, by and between Expand Energy Corporation and Regions Bank, as Trustee.8-K001-137264.112/2/2024
10.31First Supplemental Indenture, dated as of December 2, 2024, by and between Expand Energy Corporation and Regions Bank, as Trustee (including the form of the Notes).8-K001-137264.212/2/2024
10.32Agreement No. 1 and Borrowing Base Agreement, dated as of April 29, 2024, among Chesapeake Energy Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders and other parties thereto.10-Q001-1372610.17/29/2024
10.33Credit Agreement, dated as of December 9, 2022 by and among Expand Energy Corporation (f/k/a Chesapeake Energy Corporation), the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent8-K001-1372610.111/1/2024
10.34†Global Supplement to Awards under the Expand Energy Corporation 2021 Long Term Incentive PlanX
19.1Expand Energy Corporation Insider Trading Compliance PolicyX
21Subsidiaries of Expand Energy Corporation.X
23.1Consent of PricewaterhouseCoopers LLP.X
23.2Consent of Netherland, Sewell & Associates, Inc.X
31.1Domenic J. Dell’Osso, Jr., President and Chief Executive Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2Mohit Singh, Executive Vice President and Chief Financial Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
32.1**Domenic J. Dell’Osso, Jr., President and Chief Executive Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
32.2**Mohit Singh, Executive Vice President and Chief Financial Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
97.1Expand Energy Corporation Clawback PolicyX
99.1Audit Letter of Netherland, Sewell & Associates, Inc.X
101 INSInline 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

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101 SCHInline XBRL Taxonomy Extension Schema Document.X
101 CALInline XBRL Taxonomy Extension Calculation Linkbase Document.X
101 DEFInline XBRL Taxonomy Extension Definition Linkbase Document.X
101 LABInline XBRL Taxonomy Extension Labels Linkbase Document.X
101 PREInline XBRL Taxonomy Extension Presentation Linkbase Document.X
104Cover Page Interactive Data file (formatted as Inline XBRL and contained in Exhibit 101).X
*Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
**Furnished herewith.
†Management contract or compensatory plan or arrangement.
PLEASE NOTE: Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed or incorporated by reference the agreements referenced above as exhibits to this Annual Report on Form 10-K. The agreements have been filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about Expand Energy Corporation or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in our public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about Expand Energy Corporation or its business or operations on the date hereof.

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