Expand Energy 10-K 2025-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ 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.)
6100 North Western Avenue,			Oklahoma City,			Oklahoma			73118
(Address of principal executive offices)									(Zip Code)
						(405)			848-8000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class						Trading Symbol(s)						Name of each exchange on which registered
Common Stock, $0.01 par value per share						EXE						The Nasdaq Stock Market LLC
Class A Warrants to purchase Common Stock						EXEEW						The Nasdaq Stock Market LLC
Class B Warrants to purchase Common Stock						EXEEZ						The Nasdaq Stock Market LLC
Class C Warrants to purchase Common Stock						EXEEL						The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

The aggregate market value of our common stock held by non-affiliates on June 30, 2025 was approximately $19.6 billion. As of February 11, 2026, there were 240,398,260 shares of our common stock outstanding.

__________________________________________

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

EXPAND ENERGY CORPORATION AND SUBSIDIARIES

FORM 10-K

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			PART I						Page
Item 1.			Business						12
Item 1A.			Risk Factors						28
Item 1B.			Unresolved Staff Comments						50
Item 1C.			Cybersecurity						50
Item 2.			Properties						51
Item 3.			Legal Proceedings						52
Item 4.			Mine Safety Disclosures						52
			PART II
Item 5.			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities						53
Item 6.			Reserved						53
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations						54
			Liquidity and Capital Resources						57
			Results of Operations						62
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk						69
Item 8.			Financial Statements and Supplementary Data						70
Item 9.			Changes In and Disagreements With Accountants on Accounting and Financial Disclosure						119
Item 9A.			Controls and Procedures						119
Item 9B.			Other Information						120
Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections						120
			PART III
Item 10.			Directors, Executive Officers and Corporate Governance						120
Item 11.			Executive Compensation						120
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters						120
Item 13.			Certain Relationships and Related Transactions, and Director Independence						120
Item 14.			Principal Accountant Fees and Services						120
			PART IV
Item 15.			Exhibits and Financial Statement Schedules						121
Item 16.			Form 10-K Summary						125
Signatures									126

Explanatory Note and Definitions

On October 1, 2024, Chesapeake Energy Corporation completed its previously announced merger with Southwestern Energy Company. In connection with the Southwestern Merger, Chesapeake Energy Corporation changed its name to Expand Energy Corporation.

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 Annual Report on Form 10-K (this “Form 10-K” or this “report”):

“2025 Credit Facility” means the amended and restated credit facility entered into on September 30, 2025.

“Adjusted Free Cash Flow” (a non-GAAP measure) means net cash provided by operating activities (GAAP) less cash capital expenditures and contributions to investments, adjusted to exclude certain items management believes affect the comparability of operating results.

“ASC” means Accounting Standards Codification.

“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.

“BLM” means the Bureau of Land Management.

“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.

“Completion” means the process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas, oil or natural gas liquids, or in the case of a dry well, the reporting to the appropriate authority that the well has been abandoned.

“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.

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“Credit Agreement” means the Amended and Restated Credit Agreement, dated as of September 30, 2025, which provides for the 2025 Credit Facility with the lenders and issuing banks party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent.

“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.

“Developed Acreage” means acres which are allocated or assignable to producing wells or wells capable of production.

“Dry Well” means a well found to be incapable of producing either natural gas or oil in sufficient quantities to justify completion as a natural gas or oil well.

“Effective Date” means February 9, 2021.

“ESG” means environmental, social and governance.

“Exploratory Well” means a well drilled to find a new field or to find a new reservoir in a field previously found to be productive of natural gas or oil in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, a service well, or a stratigraphic test well.

“FASB” means the Financial Accounting Standards Board.

“Formation” means a succession of sedimentary beds that were deposited under the same general geologic conditions.

“Free Cash Flow” (a non-GAAP measure) means net cash provided by operating activities (GAAP) less cash capital expenditures.

“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.

“Gross Acres or Gross Wells” means the total acres or wells, as the case may be, in which a working interest is owned.

“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.

“Net Acres or Net Wells” means the sum of the fractional working interests owned in gross acres or gross wells.

“NGL” means natural gas liquids.

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“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.

“Play” means a portion of the exploration and production cycle following the identification by geologists and geophysicists of areas with potential natural gas, oil and NGL reserves.

“Present Value of Estimated Future Net Revenues” or “PV-10” (non-GAAP) means the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development costs, using prices calculated as the average natural gas and oil price during the preceding 12-month period prior to the end of the current reporting period, (determined as the unweighted arithmetic average of prices on the first day of each month within the 12-month period) and costs in effect at the determination date (unless such costs are subject to change pursuant to contractual provisions), without giving effect to non-property related expenses such as general and administrative expenses, debt service and future income tax expense or to depreciation, depletion and amortization, discounted using an annual discount rate of 10%.

“Price Differential” means the difference in the price of natural gas, oil or NGL received at the sales point and the NYMEX price.

“Prior Credit Facility” means the reserve-based credit facility entered into on December 9, 2022.

“Productive Well” means a well that is not a dry well. Productive wells include producing wells and wells that are mechanically capable of production.

“Proved Developed Reserves” means reserves that can be expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well.

“Proved Properties” means properties with proved reserves.

“Proved Reserves” has the meaning given to such term in Rule 4-10(a)(22) of Regulation S-X, which states in part proved natural gas and oil reserves are those quantities of natural gas and oil, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible – from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations – prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.

“Proved Undeveloped Reserves (PUDs)” means proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required. Reserves on undrilled acreage are limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

“Reservoir” means a porous and permeable underground formation containing a natural accumulation of producible natural gas and/or oil that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

“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).

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“Southwestern” means Southwestern Energy Company.

“Southwestern Merger” means Chesapeake’s merger with Southwestern, which closed on October 1, 2024.

“Standardized Measure” means the discounted future net cash flows relating to proved reserves based on the means of the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production and future development costs, using prices calculated as the average natural gas and oil price during the preceding 12-month period prior to the end of the current reporting period (determined as the unweighted arithmetic average of prices on the first day of each month within the 12-month period). The standardized measure differs from the PV-10 measure only because the former includes the effects of estimated future income tax expenses.

“Tcf” means trillion cubic feet.

“Tcfe” means trillion cubic feet of natural gas equivalent.

“Undeveloped Acreage” means acreage on which wells have not been drilled or completed to a point that would permit the production of economic quantities of natural gas and oil regardless of whether the acreage contains proved reserves.

“Unproved Properties” means properties with no proved reserves.

“Vine” means Vine Energy Inc.

“Warrants” means, collectively, the Class A Warrants, Class B Warrants and Class C Warrants.

“Working Interest” means the operating interest which gives the owner the right to drill, produce and conduct operating activities on the property and a share of production.

“WTI” means West Texas Intermediate.

“/Bbl” means per barrel.

“/Mcf” means per Mcf.

“/Mcfe” means per Mcfe.

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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-K 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;

• 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;

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• 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, methane 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 Part I of this Form 10-K.

There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting future rates of production and timing of development expenditures, including many factors beyond our control. The reserve data represents only estimates which may differ from the actual quantities of natural gas, oil and NGL that are ultimately recovered. Furthermore, the estimated future net revenue from proved reserves and the associated present value are based upon certain assumptions, including prices, future production levels and costs that may not prove correct. Future prices and costs may be materially higher or lower than the prices and costs as of the date of any estimate. See Supplemental Disclosures About Natural Gas, Oil and NGL Producing Activities included in Item 8 of Part II of this report for further discussion of our reserve quantities.

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.

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Summary Risk Factors

The following is a summary description of material risks and uncertainties facing our Company.

Risks Related to Operating our Business

• Natural gas, oil and NGL prices fluctuate widely, and lower prices for an extended period of time are likely to have a material adverse effect on our business.

• Conservation measures and technological advances could reduce demand for natural gas and oil.

• Negative public perception regarding us or our industry could have an adverse effect on our operations.

• The gas and oil exploration and production industry is very competitive; some of our competitors have greater financial and other resources than we do, and there is competition to attract and retain talent and competition over access to certain industry equipment.

• Risks related to potential acquisitions or dispositions may adversely affect our business.

• Government policies and support and market demand for low-carbon technologies.

• If commodity prices fall or drilling efforts are unsuccessful, we may be required to record write-downs of the carrying value of our natural gas and oil properties.

• Significant capital expenditures are required to replace our reserves and conduct our business.

• If we are not able to replace reserves, we may not be able to sustain production.

• The actual quantities of and future net revenues from our proved reserves may be less than our estimates.

• Our development and exploratory drilling efforts and our well operations may not be profitable or achieve our targeted returns.

• Certain of our undeveloped properties are subject to leases that will expire over the next several years unless production is established on units containing the acreage or the leases are renewed.

• Our commodity price risk management activities may limit the benefit we would receive from increases in commodity prices, may require us to provide collateral for derivative liabilities and involve risk that our counterparties may be unable to satisfy their obligations to us.

• Natural gas and oil operations are uncertain and involve substantial costs and risks.

• Our ability to produce natural gas, oil and NGLs economically and in commercial quantities could be impaired if we are unable to acquire adequate supplies of water for our operations or are unable to dispose of or recycle the water we use economically and in compliance with environmental laws.

• Our operations may be adversely affected by pipeline, trucking and gathering system capacity constraints and may be subject to interruptions that could adversely affect our cash flow.

• Our business strategy includes participating in the global LNG value chain, which is dependent, in part, on the growing U.S. LNG export market, a highly regulated and capital-intensive industry with a number of inherent commercial and regulatory risks. U.S. LNG exports have helped drive domestic demand for natural gas, and, as a natural gas producer, we could be materially and adversely impacted by a deterioration in the U.S. LNG export industry, which could in turn reduce demand for natural gas. In addition, we may seek to more directly participate in the LNG value chain through direct marketing arrangements with LNG export facilities and/or end users, which could expose us to additional commercial risks associated with the global LNG markets.

• The departure of key management personnel and the failure to attract and retain talent could adversely affect our operations.

• Cyber-attacks targeting systems and infrastructure used by the gas and oil industry and related regulations may adversely impact our operations and, if we or our third-party providers are unable to obtain and maintain adequate protection for our key systems and data, our business may be harmed.

• We collect, process, store and use personal information and other data, and our actual or perceived failure to protect such information and data or comply with data privacy and security laws and regulations could damage our reputation and brand and harm our business and operating results.

• A deterioration in general economic, political, business or industry conditions would have a material adverse effect on our results of operations, liquidity and financial condition.

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• Regional epidemics or pandemics and related economic turmoil, including supply chain constraints, have affected, and could in the future adversely affect our business, financial condition, results of operations and cash flows.

Financial Risks Related to our Business

• We have significant capital needs, and our ability to access the capital and credit markets to raise capital on favorable terms is limited by industry conditions.

• Restrictive covenants in certain of our existing and future debt instruments may limit our ability to finance our operations, fund our capital needs, respond to changing conditions and engage in other business activities that may be in our best interests.

Legal and Regulatory Risks

• We are subject to extensive governmental regulation, which can change and could adversely impact our business.

• Costs to comply with environmental, health and safety regulations and initiatives can be significant.

• Increasing attention to sustainability matters and our ability to achieve and maintain sustainability certifications, goals and commitments may impact our business, financial results or stock price.

• The taxation of independent producers is subject to change, and changes in tax law could increase our cost of doing business.

• The completion of the Southwestern Merger in 2024 triggered an annual limitation on the utilization of our tax attributes, reducing our ability to offset future taxable income, which may result in an increase to income tax liabilities. In addition, trading in our common stock, additional issuance of common stock, and certain other stock transactions could lead to an additional, potentially more restrictive, annual limitation.

See Risk Factors included in Item 1A. of Part 1 of this report for further discussion of these risks.

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PART I

Unless the context otherwise requires, references to “Expand Energy,” the “Company,” “us,” “we,” “our” and “ours” in this report are to Expand Energy Corporation together with its subsidiaries. Our principal executive offices are located at 6100 North Western Avenue, Oklahoma City, Oklahoma 73118, and our main telephone number at that location is (405) 848-8000.

Our Business

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”) and include working interests in approximately 6,600 gross natural gas and oil wells.

On October 1, 2024, we completed the Southwestern Merger, creating a premier energy company that we believe is underpinned by a leading natural gas portfolio adjacent to the highest demand markets, premium inventory, a resilient financial foundation and an investment grade balance sheet. We believe that we are uniquely positioned to deliver affordable, lower-carbon energy to meet growing domestic and international demand while creating sustainable value for stakeholders. Since completing our merger with Southwestern, we’ve continued to focus on strengthening our balance sheet by reducing total debt by approximately $1.2 billion and upsized our 2025 Credit Facility capacity to $3.5 billion. In 2025, we joined the S&P 500 index and returned approximately $865 million to shareholders through dividends and share repurchases.

Information About Us

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. From time to time, we also post announcements, updates, events, investor information and presentations on our website in addition to copies of all recent news releases. 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.

Business Strategy

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.

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Operating Areas

We focus our acquisition, exploration, development and production efforts in the geographic operating areas described below.

Haynesville - Haynesville and Bossier Shales in Louisiana and Texas.

Northeast Appalachia - Marcellus Shale in Pennsylvania.

Southwest Appalachia - Marcellus and Utica Shales in Ohio and West Virginia.

Well Data

As of December 31, 2025, we held a working interest in approximately 6,600 (4,600 net) wells of which substantially all were classified as productive natural gas wells. During 2025, we operated 5,800 gross wells and held a non-operating working interest in 800 gross wells. We also completed 272 gross (202 net) wells as operator and participated in another 39 gross (1 net) well completed by other operators. We operate approximately 99% of our current daily production volumes. Additionally, we held an overriding or royalty interest in approximately 3,300 wells without a held working interest.

Drilling Activity

The following table sets forth the wells we completed or participated in during the periods indicated. During the years ended December 31, 2025, 2024 and 2023, we did not complete any productive or dry exploratory wells. In the table, "gross" refers to the total wells in which we had a working interest and "net" refers to gross wells multiplied by our working interest:

						2025																								2024																								2023
						Gross						%						Net						%						Gross						%						Net						%						Gross						%						Net						%
Development:
Productive						311						100						203						100						87						100						62						100						194						100						109						100
Dry						—						—						—						—						—						—						—						—						—						—						—						—
Total						311						100						203						100						87						100						62						100						194						100						109						100

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There are numerous factors that affect our business and results of operations, many of which are beyond our control. The following is a description of factors that we consider to be material and that might cause our future results to differ materially from those currently expected. The risks described below are not the only risks facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. If any of these risks actually occur, our business, financial position, results of operations, cash flows, reserves and/or our ability to pay our debts and other liabilities could suffer, the trading price and liquidity of our securities could decline and you may lose all or part of your investment in our securities.

Risks Related to Operating our Business

Natural gas, oil and NGL prices fluctuate widely, and lower prices for an extended period of time are likely to have a material adverse effect on our business.

Our revenues, results of operations, profitability, liquidity, leverage ratio and ability to grow and invest in capital expenditures depend primarily upon the prices we receive for the natural gas, oil and NGL we sell. We incur substantial expenditures to replace reserves, sustain production and fund our business plans. Low natural gas, oil and NGL prices can negatively affect the amount of cash available for capital expenditures, debt service and debt repayment and our ability to borrow money or raise additional capital and, as a result, could have a material adverse effect on our financial condition, results of operations, cash flows and reserves. In addition, periods of low natural gas and oil prices may result in a reduction of the carrying value of our natural gas and oil properties due to recognizing impairments in proved and unproved properties.

Volatility in natural gas, oil and NGL prices may result from factors that are beyond our control, including:

• domestic and worldwide supplies of natural gas, oil and NGL, including U.S. inventories of natural gas and oil reserves;

• weather conditions;

• changes in the level of consumer and industrial demand, including impacts from global or national health events and concerns;

• the price and availability of alternative fuels;

• technological advances affecting energy consumption;

• the nature and extent of domestic and international conservation and sustainability initiatives;

• the availability, proximity and capacity of pipelines, other transportation facilities and processing facilities;

• the level and effect of trading in commodity futures markets, including by commodity price speculators and others;

• U.S. exports of natural gas, oil, liquefied natural gas and NGL;

• the price and level of foreign imports;

• changes in U.S. trade relations and policies;

• the nature and extent of domestic and foreign governmental regulations and taxes;

• the ability of the members of OPEC+ and others to agree to and maintain oil price and production controls;

• increased use of competing energy products, including alternative energy sources;

• political instability or armed conflict in natural gas and oil producing regions, including in connection with the continued armed conflict between Russia and Ukraine, instability in the Middle East and Venezuela, and changes in China-Taiwan relations;

• acts of terrorism; and

• domestic and global economic and political conditions.

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These factors and the volatility of the energy markets make it extremely difficult to predict future natural gas, oil and NGL price movements. In addition, any prolonged period of lower prices could reduce the quantities of reserves that we may economically produce.

Conservation measures and technological advances could reduce demand for natural gas and oil.

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to natural gas and oil, technological advances in fuel economy and energy generation devices could reduce demand for natural gas and oil. The impact of the changing demand for natural gas and oil could adversely impact our earnings, cash flows and financial position.

Negative public perception regarding us or our industry could have an adverse effect on our operations.

Negative public perception regarding us or our industry resulting from, among other things, concerns raised by advocacy groups about hydraulic fracturing, waste disposal, oil spills, seismic activity, climate change, explosions of natural gas transmission lines and the development and operation of pipelines and other midstream facilities may lead to new state and federal safety and environmental laws, regulations, guidelines and enforcement priorities. Additionally, environmental groups, landowners, local groups and other advocates may oppose our operations or those of our midstream transportation providers, encourage capital providers to divest of their interests in us or our industry, intervene in regulatory or administrative proceedings involving our assets or those of our midstream transportation providers, or file lawsuits or other actions designed to prevent, disrupt or delay the development or operation of our assets and business or those of our midstream transportation providers. These actions may cause operational delays or restrictions, increased operating and compliance costs, additional regulatory scrutiny and increased risk of litigation, as well as potentially reducing our ability to execute routine or strategic business partnerships. Moreover, governmental authorities exercise considerable discretion in the timing and scope of permit issuance and the public can engage in the permitting process, including through intervention in the courts. Changes in public perception could cause the permits we require to conduct our operations to be withheld, delayed or conditioned by requirements that restrict our ability to conduct our business, which could materially adversely affect our industry and our financial condition and results of operations.

Certain financial institutions, funds and other sources of capital have also elected to restrict or eliminate their investment in certain fossil fuel-related activities, which may restrict our access to capital. Even if capital providers have not generally restricted their investment in fossil fuel-related activities, they may still assess various sustainability considerations in making voting and capital allocation decisions. Responding to these and other stakeholder concerns on sustainability matters may require us to incur additional costs or otherwise impact our business. In addition, the enactment of climate change-related policies and initiatives across the market at the corporate level and/or investor community level may in the future result in reduced demand for our products or stimulate demand for alternative forms of energy that do not rely on combustion of fossil fuels. For more information, see our risk factor “Increasing attention to sustainability matters and our ability to achieve and maintain sustainability certifications, goals and commitments may impact our business, financial results or stock price.”

The gas and oil exploration and production industry is very competitive; some of our competitors have greater financial and other resources than we do, and there is competition to attract and retain talent and competition over access to certain industry equipment.

We face competition in every aspect of our business, including, but not limited to, buying and selling reserves and leases, obtaining goods and services needed to operate our business and marketing natural gas, oil or NGL. Competitors include multinational oil companies, independent production companies and individual producers and operators. Some of ou

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Not applicable.

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

We design and assess our cybersecurity risk management program guided by the NIST Cybersecurity Framework to help us identify, assess and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Our cybersecurity risk management program includes, but is not limited to, the following key elements:

• risk assessments designed to help identify and address material cybersecurity risks to our critical systems and information;

• a security team principally responsible for managing our cybersecurity risk assessment processes, our security controls, and our response to cybersecurity incidents;

• the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;

• systems for protecting information technology systems and monitoring for suspicious events, such as threat protection, firewall and anti-virus software;

• cybersecurity awareness training for our employees and contractors;

• a cybersecurity incident response plan that includes procedures for responding to, escalating, and reporting cybersecurity incidents; and

• a third-party risk management process for service providers, suppliers, software, and vendors who access our data and/or systems.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. See Item 1A. Risk Factors “Cyber-attacks targeting systems and infrastructure used by the gas and oil industry and related regulations may adversely impact our operations and, if we or our third-party providers are unable to obtain and maintain adequate protection for our key systems and data, our business may be harmed.”

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Cybersecurity Governance

Our Board of Directors considers cybersecurity risk as a critical part of the enterprise and its risk oversight function and has delegated to its Audit Committee oversight of cybersecurity and other information technology risks. Our Audit Committee oversees management’s implementation of our cybersecurity risk management program.

Our Audit Committee receives bi-annual updates from management on our cybersecurity risks. In addition, management updates our Audit Committee, as necessary, regarding any significant cybersecurity incidents.

Our Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity. Our Board of Directors also receives briefings from management on our cybersecurity risk management program. Members of our Board of Directors receive presentations on cybersecurity topics from information security management, internal security staff, our internal audit group and external experts as part of our Board of Directors’ continuing education on topics that impact public companies.

Our Cybersecurity Manager leads our cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our Cybersecurity Manager is responsible for assessing and managing risks from cybersecurity threats and reporting significant incidents to our Cybersecurity Committee, which includes our Interim Chief Financial Officer, General Counsel and Corporate Secretary, Chief Information Officer, Cybersecurity Manager and Director of Internal Audit. Our Cybersecurity Manager has over 20 years of experience in information security and incident response and our internal cybersecurity team has over 50 years of combined experience in information security and maintains several cybersecurity certificates including but not limited to CISSP, CISM, SRISC, GSEC, and GCFE. Our Cybersecurity team regularly participates with private energy industry and federal security working groups and organizations. The members of our Cybersecurity Committee have significant experience in risk management, assessment of disclosure controls, information technology and auditing.

Our management team strives to stay informed about and monitors efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including, as appropriate, briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, such as external consultants engaged by us, and alerts and reports produced by security tools deployed in the IT environment.

Information regarding our properties is included in Item 1. Business of Part I of this report and in the Supplementary Information included in Item 8 of Part II of this report.

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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 consolidated financial statements included in Item 8 of Part II 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 December 31, 2025, 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.

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-K.

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PART II

Common Stock

Our common stock is traded on the NASDAQ under the “EXE” trading symbol. Additionally, our Class A Warrants, Class B Warrants and Class C Warrants were traded on the NASDAQ under the “EXEEW”, “EXEEZ” and “EXEEL” trading symbols, respectively. The Warrants expired on February 9, 2026 and are no longer listed for trading. More information on our common stock and Warrants can be found in Note 10 of the notes to our consolidated financial statements included in Item 8 of Part II of this report.

Dividends

In March 2022, we adopted a variable return program that resulted in the payment of an additional variable dividend equal to the sum of Adjusted Free Cash Flow from the prior quarter less the base quarterly dividend, multiplied by 50%. Effective for 2025, we prioritized paying a base dividend per share and provided for annual net debt reduction prior to additional shareholder returns such as additional dividend payments or share repurchases. The declaration and payment of any future dividend is subject to the approval of our Board of Directors in its discretion. For additional information on our dividends, see Note 10 of the notes to our consolidated financial statements included in Item 8 of Part II of this report.

Repurchases of Equity Securities; Unregistered Sales of Equity Securities and Use of Proceeds

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. We did not repurchase any shares of our common stock during the quarter ended December 31, 2025. As of December 31, 2025, the approximate dollar value of shares that may yet be purchased under the share repurchase program was $900 million.

Stockholders

As of February 11, 2026, there were approximately 1,244 holders of record of our common stock.

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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. This information is intended to provide investors with an understanding of our past performance, current financial condition and outlook for the future and should be read in conjunction with Item 8 of Part II of this report.

Introduction

On October 1, 2024, we completed the Southwestern Merger, creating a premier energy company that we believe is underpinned by a leading natural gas portfolio adjacent to the highest demand markets, premium inventory, a resilient financial foundation and an investment grade balance sheet. We believe that this new company is uniquely positioned to deliver affordable, lower-carbon energy to meet growing domestic and international demand while creating sustainable value for stakeholders. In conjunction with the closing of the Southwestern Merger, Chesapeake Energy Corporation changed its name to Expand Energy Corporation.

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 and Significant Developments

Southwestern Merger

On October 1, 2024, we completed the Southwestern Merger and issued approximately 95.7 million shares of our common stock to Southwestern’s shareholders in connection with the Merger Agreement. Under the terms of the Merger Agreement, subject to certain exceptions, each share of Southwestern common stock was converted into the right to receive 0.0867 of a share of the Company’s common stock. Based on the closing price of our common stock, the total value of such shares of our common stock issued to Southwestern’s shareholders was approximately $7.9 billion. See Note 2 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

Investment Grade Rating

On October 1, 2024, we received an investment grade rating from S&P Global Ratings (“S&P”). S&P assigned an issuer-level rating of ‘BBB-’ on our unsecured debt and raised our issuer credit rating to ‘BBB-’, with a stable outlook. Additionally, on October 2, 2024, we received an investment grade rating from Fitch Ratings (“Fitch”). Fitch affirmed our revolver credit rating at ‘BBB-’ and upgraded the rating on our senior notes to ‘BBB-’, with a stable outlook. Additionally, on April 16, 2025, we received an investment grade rating from Moody’s Ratings (“Moody’s”). Moody’s upgraded the rating on our senior unsecured notes from Ba1 to Baa3, with a stable outlook.

Addition to the S&P 500 Index

In March 2025, following the close of the Southwestern Merger and the receipt of investment grade ratings, our common stock was added to the S&P 500.

Credit Facility

On September 30, 2025, the Company entered into an Amended and Restated Credit Agreement that, among other things, extended the 2025 Credit Facility’s maturity date from December 2027 to September 2030, with two one-year extension options available, each subject to the Lenders’ consent, increased the aggregate commitments under the 2025 Credit Facility from $2.5 billion to $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. The Credit Agreement also increased the sublimit available for the issuance of letters of credit from $500 million to $1.0 billion and increased the sublimit available for swingline loans from $50 million to $100 million. See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

Issuance of Senior Notes and Senior Notes Repayment

In December 2024, we completed our underwritten public offering of $750 million aggregate principal amount of our 5.70% Senior Notes due 2035 (the “2035 Notes”). Additionally, we announced an offer to purchase for cash, any and all of our outstanding 2026 Notes (the “Tender Offer”). Upon expiration of the Tender Offer, approximately 91%, or $453 million, of the 2026 Notes were validly tendered and not validly withdrawn. In a separate transaction during the fourth quarter of 2024, we redeemed all of the $304 million aggregate principal of the SWN 2028 Notes for approximately $312 million, which included an $8 million premium to call the notes.

In January 2025, the $389 million aggregate principal of the SWN 2025 Notes was repaid and terminated with cash on hand and borrowings on the Prior Credit Facility. Additionally, in March 2025, we redeemed the remaining $47 million aggregate principal of the 2026 Notes with cash on hand. During 2025, we also redeemed approximately $103 million of our 6.750% Senior Notes due 2029, approximately $60 million of our 5.875% Senior Notes due 2029 and approximately $62 million of our 5.375% Senior Notes due 2029 through open market repurchases using cash on hand. See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

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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. During 2025, we made dividend payments of $765 million, repurchased 0.9 million shares for an aggregate price of $100 million, reduced the principal amount of our debt through senior notes repayments as noted above, and increased our cash on hand. See Note 10 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion on our dividend payments and share repurchases. In 2026, the Company will continue to prioritize debt reduction while continuing to effectively return cash to shareholders.

Economic and Market Conditions

Geopolitical risk and policy uncertainty continue to drive volatility in natural gas, oil and NGL prices, while macroeconomic headwinds in key consuming countries could impact global growth prospects, potentially affecting supply and demand for energy commodities. Domestically, the natural gas market balance has tightened through 2027 as robust demand, primarily driven by seasonal weather-driven consumption patterns and increasing structural demand gains from LNG, power generation, and industrials, has put upward pressure and additional volatility on near-term pricing. Our future estimated cash flow is partially protected from commodity price volatility due to our current hedge positions that provide a floor price on over 60% 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 assess their impact on our business, including business partners and customers. As part of the Southwestern Merger, we assumed Southwestern’s oilfield service business that will allow for some vertical integration of our exploration and production operations, which may help to control costs and secure inputs for our operations. For additional discussion regarding risk associated with price volatility and economic uncertainty, see Item 1A Risk Factors in this report.

Management Changes

On February 6, 2026, the Board of Directors of the Company appointed Mr. 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. Mr. Dell’Osso will serve as an external advisor for a period of time.

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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 2025 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 2025 Credit Facility, as discussed below, will provide sufficient liquidity during the next 12 months and the foreseeable future. As of December 31, 2025, we had $4.1 billion of liquidity available, including $616 million of cash on hand and $3.5 billion of aggregate unused borrowing capacity available under the 2025 Credit Facility. As of December 31, 2025, we had no outstanding borrowings under our 2025 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 consolidated financial statements included in Item 8 of Part II of this report for further discussion of our debt obligations, including principal and carrying amounts of our senior notes.

Dividends

On February 17, 2026, we declared a base quarterly dividend payable of $0.575 per share, which will be paid on March 26, 2026 to stockholders of record at the close of business on March 5, 2026. See Note 10 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

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 Indentures governing our senior notes. See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II 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 7A. Quantitative and Qualitative Disclosures About Market Risk included in Part II 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 any securities to be sold will be described in supplemental filings with the SEC. There were no sales of such securities during the year ended December 31, 2025. Our shelf registration statement will expire in November 2027.

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Contractual Obligations and Off-Balance Sheet Arrangements

As of December 31, 2025, 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 $9.6 billion as of December 31, 2025. 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, 7, 13 and 16 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

Credit Facility

On September 30, 2025, we entered into the Credit Agreement, which matures in September 2030. The 2025 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 December 31, 2025, we had $3.5 billion available for borrowings under the 2025 Credit Facility. See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

Assumption of Southwestern’s Senior Notes and Southwestern Credit Facility Extinguishment

On October 1, 2024, the Southwestern Merger was completed, and we assumed approximately $3.7 billion of Southwestern’s senior notes. On October 1, 2024, Southwestern’s existing credit facility was terminated, with all loan amounts and other obligations outstanding thereunder repaid in full and all commitments thereunder extinguished, for approximately $585 million, which included all outstanding borrowings, accrued interest and transaction fees. See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II 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 2025 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:

						Years Ended December 31,
						2025						2024						2023
Cash provided by operating activities						$	4,575					$	1,565					$	2,380
Proceeds from divestitures of property and equipment						70						21						2,533
Receipts of deferred consideration						116						166						—
Proceeds from issuance of senior notes, net						—						747						—
Proceeds from warrant exercise						24						3						—
Capital expenditures						(2,736)						(1,557)						(1,829)
Contributions to investments						(14)						(75)						(231)
Payments on Prior Credit Facility, net						—						—						(1,050)
Business combination, net						—						(459)						—
Property acquisitions						(195)						—						—
Cash paid to purchase debt						(663)						(767)						—
Debt issuance and other financing costs						(11)						(11)						—
Cash paid to repurchase and retire common stock						(100)						—						(355)
Cash paid for common stock dividends						(765)						(388)						(487)
Other						—						(3)						—
Net increase (decrease) in cash, cash equivalents and restricted cash						$	301					$	(758)					$	961

Cash Flow from Operating Activities

Cash provided by operating activities was $4.58 billion, $1.57 billion and $2.38 billion during the years ended December 31, 2025, 2024 and 2023, respectively. The increase in 2025 is primarily due to increased sales volumes, including those related to the Southwestern Merger, as well as higher prices for the natural gas we sold. The decrease in 2024 is primarily due to lower prices for the natural gas, oil and NGL we sold. Cash flows from operations are largely affected by the same factors that affect our net income, 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

In 2025, we sold a portion of our Oklahoma City campus as well as certain minor leasehold positions. In 2023, we sold our Eagle Ford assets through three separate transactions resulting in total cash proceeds of $2.5 billion after customary post-closing adjustments. See Note 2 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

Receipts of Deferred Consideration

During the years ended December 31, 2025 and 2024, we received $116 million and $166 million, respectively, in deferred consideration associated with our Eagle Ford divestiture transactions. See Note 2 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

Proceeds from Issuance of Senior Notes, net

In 2024, we completed our underwritten public offering of $750 million aggregate principal amount of our 5.70% Senior Notes due 2035. See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

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Capital Expenditures

Our capital expenditures during the year ended December 31, 2025 increased compared to the year ended December 31, 2024, primarily as a result of increased drilling and completion activity within our operating areas, including those related to the Southwestern Merger. Our capital expenditures during the year ended December 31, 2024 decreased compared to the year ended December 31, 2023, primarily as a result of decreased drilling and completion activity within our Northeast Appalachia and Haynesville operating areas, as well as reduced activity in Eagle Ford due to our Eagle Ford divestitures. During the year ended December 31, 2025, our average operated rig count was 11 rigs and 188 spud wells, compared to an average operated rig count of 9 rigs and 133 spud wells in the year ended December 31, 2024 and 11 rigs and 193 spud wells in the year ended December 31, 2023. We completed 272 operated wells in the year ended December 31, 2025 compared to 81 in the year ended December 31, 2024 and 166 in the year ended December 31, 2023.

Contributions to Investments

During the year ended December 31, 2025, contributions to investments primarily related to capitalized interest on our investment with Momentum Sustainable Ventures LLC. During the years ended December 31, 2024 and 2023, contributions to investments primarily consisted of contributions to our investment with Momentum Sustainable Ventures LLC to build a new natural gas gathering pipeline and carbon capture project, the NG3 pipeline. In October 2025, the NG3 pipeline was placed in service and began gathering operations. See Note 15 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for additional information.

Payments on Prior Credit Facility, net

During the year ended December 31, 2023, we made net repayments of $1.05 billion on the Prior Credit Facility, utilizing a portion of the proceeds from the Eagle Ford divestitures and internally generated cash provided by operating activities.

Business Combination, net

In connection with the completion of the Southwestern Merger during 2024, we terminated Southwestern’s existing credit facility, with all loan amounts and other obligations outstanding thereunder repaid in full and all commitments thereunder extinguished, for approximately $585 million utilizing cash on hand as well as the cash assumed from Southwestern. See Note 2 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion of this acquisition.

Property Acquisitions

Property acquisitions during the year ended December 31, 2025 primarily related to undeveloped leasehold acquired in Haynesville and Southwest Appalachia.

Cash Paid to Purchase Debt

In 2025, the $389 million aggregate principal of the SWN 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. We also redeemed approximately $103 million of our 6.750% Senior Notes due 2029, approximately $60 million of our 5.875% Senior Notes due 2029 and approximately $62 million of our 5.375% Senior Notes due 2029 through open market repurchases using cash on hand.

In 2024, we announced an offer to purchase for cash, any and all of our outstanding 2026 Notes, the “Tender Offer”. Upon expiration of the Tender Offer, approximately 91%, or $453 million, of the 2026 Notes were validly tendered and not validly withdrawn. In a separate transaction during the fourth quarter of 2024, we redeemed all of the $304 million aggregate principal of the 2028 Notes assumed in the Southwestern Merger for approximately $312 million, which included an $8 million premium to call the notes. See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

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Cash Paid to Repurchase and Retire Common Stock

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 2025, we repurchased 0.9 million shares for an aggregate price of $100 million. We did not repurchase any shares during 2024. During 2023, we repurchased 4.4 million shares of our common stock for an aggregate cost of approximately $355 million. The repurchased shares of common stock were retired and recorded as a reduction to common stock and retained earnings. See Note 10 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

Cash Paid for Common Stock Dividends

As part of our dividend program, we paid common stock dividends of $765 million, $388 million and $487 million during the years ended December 31, 2025, 2024 and 2023, respectively. See Note 10 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

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Results of Operations

Year ended December 31, 2025 compared to the year ended December 31, 2024

Below is a discussion of changes in our results of operations for 2025 compared to 2024. The results of operations discussed below include amounts pertaining to Southwestern after the merger closed on October 1, 2024. A discussion of changes in our results of operations for 2024 compared to 2023 has been omitted from this Form 10-K, but may be found in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Form 10-K for the year ended December 31, 2024 as filed with the SEC on February 26, 2025.

Natural Gas, Oil and NGL Production and Average Sales Prices

						Year Ended December 31, 2025
						Natural Gas												Oil												NGL												Total
						MMcf per day						$/Mcf						MBbl per day						$/Bbl						MBbl per day						$/Bbl						MMcfe per day						$/Mcfe
Haynesville						3,000						3.17						—						—						—						—						3,000						3.17
Northeast Appalachia						2,624						2.99						—						—						—						—						2,624						2.99
Southwest Appalachia						976						3.08						16						54.47						81						24.48						1,559						3.76
Total						6,600						3.08						16						54.47						81						24.48						7,183						3.23
Average NYMEX Price												3.43												64.81
Average Realized Price (including realized derivatives)												3.16												55.60												24.30												3.30
						Year Ended December 31, 2024
						Natural Gas												Oil												NGL												Total
						MMcf per day						$/Mcf						MBbl per day						$/Bbl						MBbl per day						$/Bbl						MMcfe per day						$/Mcfe
Haynesville						1,532						2.14						—						—						—						—						1,532						2.14
Northeast Appalachia						1,809						1.88						—						—						—						—						1,809						1.88
Southwest Appalachia						270						2.42						3						60.41						21						27.44						417						3.42
Total						3,611						2.03						3						60.41						21						27.44						3,758						2.16
Average NYMEX Price												2.27												75.72
Average Realized Price (including realized derivatives)												2.75												61.04												26.91												2.84

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Natural Gas, Oil and NGL Sales

						Year Ended December 31, 2025
						Natural Gas						Oil						NGL						Total
Haynesville						$	3,477					$	—					$	—					$	3,477
Northeast Appalachia						2,860						—						—						2,860
Southwest Appalachia						1,096						319						724						2,139
Total natural gas, oil and NGL sales						$	7,433					$	319					$	724					$	8,476
						Year Ended December 31, 2024
						Natural Gas						Oil						NGL						Total
Haynesville						$	1,205					$	—					$	—					$	1,205
Northeast Appalachia						1,242						—						—						1,242
Southwest Appalachia						239						69						214						522
Total natural gas, oil and NGL sales						$	2,686					$	69					$	214					$	2,969

Natural gas, oil and NGL sales in 2025 increased $5,507 million compared to 2024. Increased volumes across all of our operating areas, which were primarily driven by the Southwestern Merger, resulted in a $3,476 million increase. Higher average natural gas prices also drove a $2,031 million increase in 2025.

Production Expenses

						Years Ended December 31,
						2025												2024
												$/Mcfe												$/Mcfe
Haynesville						$	297					0.27						$	170					0.30
Northeast Appalachia						163						0.17						97						0.15
Southwest Appalachia						175						0.31						49						0.32
Total production expenses						$	635					0.24						$	316					0.23

Production expenses in 2025 increased $319 million compared to 2024. The increases were primarily related to the Southwestern Merger and increased volumes across all of our operating areas.

Gathering, Processing and Transportation Expenses (“GP&T”)

						Years Ended December 31,
						2025												2024
												$/Mcfe												$/Mcfe
Haynesville						$	800					0.73						$	326					0.58
Northeast Appalachia						838						0.87						507						0.77
Southwest Appalachia						738						1.30						202						1.33
Total GP&T						$	2,376					0.91						$	1,035					0.75

Gathering, processing and transportation expenses in 2025 increased $1,341 million compared to 2024. These increases were primarily related to the Southwestern Merger and increased volumes and rates across all of our operating areas.

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Severance and Ad Valorem Taxes

						Years Ended December 31,
						2025												2024
												$/Mcfe												$/Mcfe
Haynesville						$	69					0.06						$	60					0.11
Northeast Appalachia						32						0.03						15						0.02
Southwest Appalachia						92						0.16						22						0.14
Total severance and ad valorem taxes						$	193					0.07						$	97					0.07

Severance and ad valorem taxes in 2025 increased $96 million compared to 2024. The increase was primarily related to a $103 million increase due to the Southwestern Merger, which impacted each of our operating areas. The increase due to the Southwestern Merger was partially offset by a decrease in the Haynesville statutory severance tax rate, which resulted in a per unit decrease.

Gain (Loss) on Derivatives

						Years Ended December 31,
						2025						2024
Natural gas derivatives - realized gains						$	188					$	919
Natural gas derivatives - unrealized gains (losses)						354						(951)
Total gains (losses) on natural gas derivatives						$	542					$	(32)
Oil derivatives - realized gains						$	6					$	1
Oil derivatives - unrealized losses						(2)						(3)
Total gains (losses) on oil derivatives						$	4					$	(2)
NGL derivatives - realized losses						$	(5)					$	(4)
NGL derivatives - unrealized gains (losses)						9						(13)
Total gains (losses) on NGL derivatives						$	4					$	(17)
Contingent consideration - realized gains						$	—					$	25
Contingent consideration - unrealized losses						—						(12)
Total gains on contingent consideration						$	—					$	13
Total gains (losses) on derivatives						$	550					$	(38)

See Note 13 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for a complete discussion of our derivative activity.

Marketing Revenues and Expenses

						Years Ended December 31,
						2025						2024
Marketing revenues						$	3,163					$	1,290
Marketing expenses						3,160						1,310
Marketing margin						$	3					$	(20)

Marketing revenues and expenses increased in 2025 compared to 2024 as a result of increased marketing activities primarily driven by our increased production volumes across all of our operating areas as a result of the Southwestern Merger as well as an increase in natural gas prices.

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Exploration Expenses

During 2025, exploration expense of $46 million was primarily the result of $16 million of lease extension payments, $15 million of non-cash impairment charges related to expirations of unproved properties and $14 million of geological and geophysical expense. During 2024, exploration expense of $10 million was primarily the result of $6 million of non-cash impairment charges related to expirations of unproved properties and $3 million of geological and geophysical expense.

General and Administrative Expenses

						Years Ended December 31,
						2025						2024
Total G&A, net						$	181					$	186
G&A, net per Mcfe						$	0.07					$	0.14

Total general and administrative expenses, net during 2025 decreased $5 million compared to 2024 as the increase in employee compensation and benefits as a result of the Southwestern Merger was offset by a corresponding increase in allocations and reimbursements due to increased drilling and production activity. The per unit decrease in total general and administrative, net during 2025 compared to 2024 was due to increased production volumes as a result of the Southwestern Merger.

Separation and Other Termination Costs

During 2025 and 2024, we recognized $5 million and $23 million, respectively, of separation and other termination costs related to one-time termination benefits for certain employees.

Depreciation, Depletion and Amortization

						Years Ended December 31,
						2025						2024
DD&A						$	2,980					$	1,729
DD&A per Mcfe						$	1.13					$	1.26

The absolute increase in depreciation, depletion and amortization for 2025 compared to 2024 is primarily related to the Southwestern Merger. Depreciation, depletion and amortization per Mcfe decreased for 2025 compared to 2024 primarily due to lower depletion rates on wells acquired in the Southwestern Merger.

Other Operating Expense*, Net*

						Years Ended December 31,
						2025						2024
Other operating expense, net						$	40					$	332

During 2025 and 2024, we recognized approximately $57 million and $312 million, respectively, of costs related to the Southwestern Merger, which included employee expenses, legal fees, consulting fees and financial advisory fees. In 2025, the costs related to the Southwestern Merger were partially offset by favorable legal settlements. In 2024, approximately $148 million of the Southwestern Merger costs were related to employee expenses.

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Interest Expense

						Years Ended December 31,
						2025						2024
Interest expense on debt						$	295					$	181
Amortization of premium, discount, issuance costs and other						4						(7)
Capitalized interest						(64)						(51)
Total interest expense						$	235					$	123

The increase in total interest expense for 2025 compared to 2024, was primarily due to our assumption of Southwestern’s Senior Notes as a result of the Southwestern Merger. Capitalized interest increased during 2025 compared to 2024 primarily as a result of increased capital activity following the completion of the Southwestern Merger. See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for additional discussion.

Income Tax Expense (Benefit)

We recorded income tax expense of $463 million in 2025. Of this amount, $15 million is related to current federal and state income taxes, and the remainder is related to deferred federal and state income taxes. We recorded an income tax benefit of $127 million in 2024. Of this amount, $4 million is related to current federal and state income taxes, and the remainder is related to deferred federal and state income taxes. See Note 9 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for a discussion of income tax expense (benefit).

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Critical Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States require us to make estimates and assumptions. The accounting estimates and assumptions that involve a significant level of estimation uncertainty and have or are reasonably likely to have a material impact on our financial condition or results of operations are discussed below. Our management has discussed each critical accounting estimate with the Audit Committee of our Board of Directors.

Natural Gas and Oil Reserves. Estimates of natural gas and oil reserves and their values, future production rates, future development costs and commodity pricing differentials are the most significant of our estimates. The accuracy of any reserve estimate is a function of the quality of data available and of engineering and geological interpretation and judgment. In addition, estimates of reserves may be revised based on actual production, results of subsequent exploration and development activities, recent commodity prices, operating costs and other factors. These revisions could materially affect our financial statements. The volatility of commodity prices results in increased uncertainty inherent in these estimates and assumptions. Changes in natural gas, oil or NGL prices could result in actual results differing significantly from our estimates. See Supplemental Disclosures About Natural Gas, Oil and NGL Producing Activities included in Item 8 of Part II of this report for further information.

Accounting for Business Combinations. We account for business combinations using the acquisition method, which is the only method permitted under FASB ASC Topic 805 – Business Combinations and involves the use of significant judgment. Under the acquisition method of accounting, a business combination is accounted for at a purchase price based on the fair value of the consideration given. The assets and liabilities acquired are measured at their fair values, and the purchase price is allocated to the assets and liabilities based upon these fair values. The excess, if any, of the consideration given to acquire an entity over the net amounts assigned to its assets acquired and liabilities assumed is recognized as goodwill. The excess, if any, of the fair value of assets acquired and liabilities assumed over the cost of an acquired entity is recognized immediately to earnings as a gain from bargain purchase.

The Company’s principal assets are its natural gas and oil properties, which are accounted for under the successful efforts accounting method. The Company determines the fair value of acquired natural gas and oil properties based on the discounted future net cash flows expected to be generated from these assets. Discounted cash flow models by operating area are prepared using the estimated future revenues and operating costs for all proved developed properties and undeveloped properties comprising the proved and unproved reserves. Significant inputs associated with the calculation of discounted future net cash flows include estimates of (i) future production volumes based on estimated reserves, (ii) future operating and development costs, (iii) future commodity prices escalated by an inflationary rate after three years, adjusted for differentials, and (iv) a market-based weighted average cost of capital by operating area. The Company utilizes NYMEX strip pricing, adjusted for differentials, to value the reserves. The NYMEX strip pricing inputs used are classified as Level 1 fair value assumptions and all other inputs are classified as Level 3 fair value assumptions. The discount rates utilized are derived using a weighted average cost of capital computation, which includes an estimated cost of debt and equity for market participants with similar geographies and asset development type by operating area.

See Note 2 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for additional information on our business combinations, including the Southwestern Merger, which was completed on October 1, 2024.

Income Taxes. Income taxes are accounted for using the asset and liability method as required by GAAP. Deferred tax assets and liabilities arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets for tax attributes such as NOL carryforwards and disallowed business interest carryforwards are also recognized. Deferred tax assets represent potential future tax benefits and are reduced by a valuation allowance if it is more likely than not that such benefits will not be realized.

In assessing the need for a valuation allowance or adjustments to existing valuation allowances, one source of evidence is a projection of income exclusive of existing timing differences. Our judgement regarding the realizability of deferred tax assets is thus partially affected by estimates of future financial condition.

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We also routinely assess potential uncertain tax positions and, if required, establish accruals for such positions. Accounting guidance for recognizing and measuring uncertain tax positions requires that a more likely than not threshold condition be met on a tax position, based solely on its technical merits of being sustained, before any benefit of the uncertain tax position can be recognized in the financial statements. If it is more likely than not a tax position will be sustained, we measure and recognize the position following a cumulative probability estimate.

Impairments. Long-lived assets used in operations, including proved gas and oil properties, are assessed for impairment whenever changes in facts and circumstances indicate a possible significant deterioration in future cash flows expected to be generated by an asset group. Individual assets are grouped for impairment purposes based on a judgmental assessment of the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. If there is an indication the carrying amount of an asset may not be recovered, the asset is assessed by management through an established process in which changes to significant assumptions such as prices, volumes, and future development plans are reviewed. If, upon review, the sum of the undiscounted pre-tax cash flows is less than the carrying value of the asset group, the carrying value is written down to estimated fair value by discounting using a weighted average cost of capital. Because there usually is a lack of quoted market prices for long-lived assets, the fair value of impaired assets is assessed by management using the income approach. Level 3 inputs associated with the calculation of discounted cash flows used in the impairment analysis include our estimate of future natural gas and crude oil prices, production costs, development expenditures, anticipated production of proved reserves and other relevant data. Additionally, we utilize NYMEX strip pricing, adjusted for differentials, to value the reserves.

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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 13 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion of the fair value measurements associated with our derivatives.

For the year ended December 31, 2025, natural gas, oil and NGL revenues, excluding any effect of our derivative instruments, were $7,433 million, $319 million, and $724 million, respectively. Based on production, natural gas, oil and NGL revenue for the year ended December 31, 2025 would have increased or decreased by approximately $743 million, $32 million, and $72 million, respectively, for each 10% increase or decrease in prices. As of December 31, 2025, the fair value of our natural gas and oil derivatives were net assets of $305 million and $2 million, respectively. A 10% increase in forward gas prices would decrease the valuation of natural gas derivatives by approximately $525 million, while a 10% decrease would increase the valuation by approximately $533 million. A 10% fluctuation in forward oil prices would not have made a meaningful impact on the valuation of our oil derivatives. This fair value change assumes volatility based on prevailing market parameters at December 31, 2025. See Note 13 of the notes to our consolidated financial statements included in Item 8 of Part II 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 2025 Credit Facility. Interest is payable on borrowings under the 2025 Credit Facility based on floating rates. See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for additional information. As of December 31, 2025, we did not have any outstanding borrowings under our 2025 Credit Facility.

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			INDEX TO FINANCIAL STATEMENTS EXPAND ENERGY CORPORATION AND SUBSIDIARIES
									Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)									71
Consolidated Financial Statements:
			Consolidated Balance Sheets						74
			Consolidated Statements of Operations						75
			Consolidated Statements of Cash Flows						76
			Consolidated Statements of Stockholders’ Equity						77
Notes to the Consolidated Financial Statements:
			Note 1. Basis of Presentation and Summary of Significant Accounting Policies						78
			Note 2. Natural Gas and Oil Property Transactions						84
			Note 3. Earnings Per Share						87
			Note 4. Debt						88
			Note 5. Contingencies and Commitments						92
			Note 6. Other Liabilities						94
			Note 7. Leases						94
			Note 8. Revenue						96
			Note 9. Income Taxes						98
			Note 10. Equity						102
			Note 11. Share-Based Compensation						104
			Note 12. Employee Benefit Plans						106
			Note 13. Derivative and Hedging Activities						106
			Note 14. Other Property and Equipment						109
			Note 15. Investments						109
			Note 16. Asset Retirement Obligations						110
			Note 17. Supplemental Cash Flow Information						111
			Note 18. Segment Information						112
Supplementary Information:
			Supplemental Disclosures About Natural Gas, Oil and NGL Producing Activities (unaudited)						113

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Expand Energy Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Expand Energy Corporation and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included exa

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Not applicable.

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 Securities Exchange Act of 1934, as amended (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 Interim 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 Interim Chief Financial Officer concluded as of December 31, 2025 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 that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

It is the responsibility of the management of Expand Energy Corporation to establish and maintain adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management utilized the Committee of Sponsoring Organizations of the Treadway Commission's Internal Control-Integrated Framework (2013) in conducting the required assessment of effectiveness of the Company's internal control over financial reporting.

Management has performed an assessment of the effectiveness of the Company's internal control over financial reporting and has determined the Company’s internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which appears herein.

/s/ MICHAEL A. WICHTERICH
Michael A. Wichterich
Chairman of the Board, Interim President and Chief Executive Officer
/s/ BRITTANY RAIFORD
Brittany Raiford
Vice President, Interim Chief Financial Officer and Treasurer
February 18, 2026

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Rule 10b5-1 Trading Arrangements

During the three months ended December 31, 2025, 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.

Not applicable.

PART III

The names of executive officers of the Company and their ages, titles and biographies as of the date hereof are incorporated by reference from Item 1 of Part I of this report. The other information called for by this Item 10 is incorporated herein by reference to the definitive proxy statement to be filed by Expand Energy pursuant to Regulation 14A of the General Rules and Regulations under the Securities Exchange Act of 1934 no later than 120 days following the fiscal year ended December 31, 2025 (the “2026 Proxy Statement”).

Code of Business Conduct

The Company has adopted a Code of Business Conduct that applies to all of its officers, directors and employees. We have posted a copy of our Code of Business Conduct on the “Sustainability” section of our website at www.expandenergy.com. Any amendments to, or waivers from, our Code of Business Conduct that apply to our executive officers and directors will be posted on the “Sustainability” section of our website at www.expandenergy.com. Note that the information on the Company’s website is not incorporated by reference into this filing.

The information called for by this Item 11 is incorporated herein by reference to the 2026 Proxy Statement.

The information called for by this Item 12 is incorporated herein by reference to the 2026 Proxy Statement.

The information called for by this Item 13 is incorporated herein by reference to the 2026 Proxy Statement.

The information called for by this Item 14 is incorporated herein by reference to the 2026 Proxy Statement.

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PART IV

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(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 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 Corporation						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
4.1						Description of Securities.						8-A						001-13726						N/A						2/9/2021
10.1						Restructuring Support Agreement, dated June 28, 2020.						8-K						001-13726						10.1						6/29/2020
10.2						Backstop Commitment Agreement, dated June 28, 2020 (Exhibit 4 to the Restructuring Support Agreement).						8-K						001-13726						10.1						6/29/2020
10.3						Registration Rights Agreement, dated as of February 9, 2021, by and among Chesapeake Energy Corporation and the other parties signatory thereto.						8-K						001-13726						10.2						2/9/2021
10.4						Class A Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company.						8-K						001-13726						10.3						2/9/2021
10.5						Class B Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company.						8-K						001-13726						10.4						2/9/2021
10.6						Class C Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company.						8-K						001-13726						10.5						2/9/2021

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10.7						Form of Indemnity Agreement.						10-K						001-13726						10.7						2/26/2025
10.8†						Expand Energy Corporation 2021 Long Term Incentive Plan.						10-K						001-13726						10.8						2/26/2025
10.9						Purchase 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-K						001-13726						10.10						3/1/2021
10.10						Indenture 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-K						001-13726						10.11						3/1/2021
10.11						Joinder 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-K						001-13726						10.12						3/1/2021
10.12						First 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-K						001-13726						10.13						3/1/2021
10.13†						Amendment to the Expand Energy Corporation 2021 Long Term Incentive Plan.						10-K						001-13726						10.13						2/26/2025
10.14†						Form of Executive/Employee Restricted Stock Unit Award Agreement for Expand Energy Corporation 2021 Long Term Incentive Plan.																														X
10.15†						Form of Non-Employee Director Restricted Stock Unit Award Agreement for Expand Energy Corporation 2021 Long Term Incentive Plan.						10-K						001-13726						10.15						2/26/2025
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.						10-K						001-13726						10.18						2/26/2025
10.19†						Form of Participation Agreement pursuant to Expand Energy Corporation Executive Severance Plan.						10-K						001-13726						10.19						2/26/2025
10.20†						Form of Interim Chief Executive Officer Restricted Stock Unit Award Agreement for Expand Energy Corporation 2021 Long Term Incentive Plan.																														X

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10.21†						Form of Interim Chief Executive Officer Performance Share Unit Award (Absolute TSR) for Expand Energy Corporation 2021 Long Term Incentive Plan.																														X
10.22†						Second Amendment to the Expand Energy Corporation 2021 Long Term Incentive Plan.						10-K						001-13726						10.20						2/26/2025
10.23						Supplemental 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-K						001-13726						4.1						11/2/2021
10.24						Supplemental 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-K						001-13726						4.2						11/2/2021
10.25						Registration 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-K						001-13726						10.1						3/9/2022
10.26						Registration Rights Agreement dated March 9, 2022, by and among the Company and Radler 2000 Limited Partnership.						8-K						001-13726						10.2						3/9/2022
10.27						Form of Dealer Manager Agreement in connection with exchange offers for Warrants.						S-4						333-266961						10.34						8/18/2022
10.28						Form of Tender and Support Agreement, dated September 12, 2022, in connection with exchange offers for Warrant.						S-4/A						333-266961						10.35						9/12/2022
10.29†						Form of Chesapeake Energy Corporation Executive Letter Agreement						8-K						001-13726						10.1						1/11/2024
10.30†						Letter Agreement with Chris Lacy, dated October 11, 2024.						10-K						001-13726						10.29						2/26/2025
10.31						Indenture, dated as of December 2, 2024, by and between Expand Energy Corporation and Regions Bank, as Trustee.						8-K						001-13726						4.1						12/2/2024
10.32						First 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-K						001-13726						4.2						12/2/2024
10.33						Agreement 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-Q						001-13726						10.1						7/29/2024
10.34						Credit 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 Agent						8-K						001-13726						10.1						11/1/2024

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10.35						Amended and Restated Credit Agreement, dated as of September 30, 2025, by and among Expand Energy Corporation, the financial institutions from time to time party thereto as lenders and JPMorgan Chase Bank, N.A., as Administrative Agent						8-K						001-13726						10.1						9/30/2025
10.36†						Global Supplement to Awards under the Expand Energy Corporation 2021 Long Term Incentive Plan						10-K						001-13726						10.34						2/26/2025
19.1						Expand Energy Corporation Insider Trading Compliance Policy						10-K						001-13726						19.1						2/26/2025
21						Subsidiaries of Expand Energy Corporation.																														X
23.1						Consent of PricewaterhouseCoopers LLP.																														X
23.2						Consent of Netherland, Sewell & Associates, Inc.																														X
24						Power of Attorney (included as a part of the signature pages to this report).																														X
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						Brittany Raiford, Vice President, Interim Chief Financial Officer and Treasurer, 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**						Brittany Raiford, Vice President, Interim Chief Financial Officer and Treasurer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.																														X
95.1						Mine Safety Disclosures																														X
97.1						Expand Energy Corporation Clawback Policy						10-K						001-13726						97.1						2/26/2025
99.1						Audit Letter of Netherland, Sewell & Associates, Inc.																														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

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101 LAB						Inline XBRL Taxonomy Extension Labels Linkbase Document.																														X
101 PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.																														X
104						Cover 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.