Expand Energy (EXE) 10-K risk factor changes: FY2025 vs FY2024

[removed: - Our] [added: Our] business strategy [removed: is increasingly focused on] [added: 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 [removed: capital-intensive] [added: capital intensive] industry with a number of inherent commercial risks.

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[removed: - A deterioration in general economic, political, business or industry conditions would] [added: could] have a material adverse effect on our [added: business, financial condition,] results of operations, [added: cash flows and] liquidity and [removed: financial condition.][added: our ability to repay or refinance our debt.]

[removed: - We have significant capital needs, and our ability] [added: If we are unable] to access the capital and credit markets [removed: to raise capital] on favorable [removed: terms is limited by industry conditions.][added: terms, it]

[removed: - Increasing] [added: Increasing] attention to [removed: ESG] [added: sustainability] matters and our ability to achieve and maintain [removed: ESG] [added: sustainability] certifications, goals and commitments may impact our business, financial results or stock [removed: price.][added: price.]

[removed: - The] [added: The] completion of the Southwestern Merger [added: 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.

- changes in the level of consumer and industrial demand, including impacts from global or national health events and [removed: concerns, such as the COVID-19 pandemic;][added: concerns;]

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

Even if capital providers have not generally restricted their investment in fossil fuel-related activities, they may still assess various [removed: ESG] [added: sustainability] considerations in making voting and capital allocation decisions.

Responding to these and other stakeholder concerns on [removed: ESG] [added: sustainability] matters may require us to incur additional costs or otherwise impact our business.

For more information, see our risk factor *“Increasing attention to [removed: ESG] [added: sustainability] matters and our ability to achieve and maintain [removed: ESG] [added: sustainability] certifications, goals and commitments may impact our business, financial results or stock price.”*

In addition, the sudden loss of any of our key executives, their services or our failure to appropriately plan for any expected key executive succession could materially and [removed: adversely affect our business and prospects, as we may not be able to find suitable individuals to replace them on a timely basis, if at all.]

Our forecasted [removed: 2025] [added: 2026] capital expenditures, inclusive of capitalized interest, are [removed: $2.9] [added: $2.75] - [removed: $3.1] [added: $2.95] billion compared to our [removed: 2024] [added: 2025] capital spending level [removed: of $1.53 billion.]

Management continues to review operational plans for [removed: 2025] [added: 2026] and beyond, which could result in changes to projected capital expenditures and projected revenues from sales of natural gas, oil and NGLs.

As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 18%] [added: 28%] of our estimated proved reserves (by volume) were undeveloped.

These reserve estimates reflect our plans for capital expenditures to convert PUDs into proved developed reserves, including approximately [removed: $1.8] [added: $4.2] billion during the next five years.

The December 31, [removed: 2024] [added: 2025] present value is based on the price of [removed: $2.13] [added: $3.39] per Mcf of natural gas, [removed: $75.48] [added: $65.34] per bbl of oil and [removed: $75.48] [added: $65.34] per bbl of NGL, before basis differential adjustments.

We have made significant investments in [added: gathering and transportation assets and] oilfield service businesses, including [added: joint ventures in gas gathering pipelines,] our drilling rigs, water infrastructure and pressure pumping equipment, [added: and may rely on such investments in third parties] to lower costs and secure inputs for our operations and transportation for our production.

As a domestic natural gas exploration and production company, we may be indirectly exposed to certain risks in the U.S. LNG export markets, including to the extent that we have entered into, or may in the future enter into, [added: long-term natural gas supply agreements with LNG export facilities.]

Additionally, long-term LNG sales and purchase agreements generally permit a customer to terminate their contractual obligations upon the occurrence of certain events, including: (i) a failure to make available specified scheduled cargo quantities, (ii) delays in the [removed: commencement of commercial operations and (iii) the occurrence of certain events of force majeure.]

In addition, many third-party providers directly or indirectly provide us products and services across an array of internal and external functions that [added: are designed to] enable us to conduct, monitor and/or protect our business, systems and data assets.

Any such cyber-attacks or information security [removed: breach] [added: breaches] could have a material adverse effect on our [removed: revenues] [added: business] and [added: financial results and] increase our operating and capital costs, as well as disrupt our business plans and negatively impact our reputation and operations.

[added: We face evolving cybersecurity risks that threaten the confidentiality, integrity] and availability of our digital technologies and business data, including malicious attacks by third parties or insiders, social engineering/phishing and human error, as well as bugs, misconfigurations of hardware or software and other vulnerabilities that may exist in our or our third-party providers’ systems or technologies.

If our information technology systems [removed: cease to] [added: do not] function properly or our cybersecurity is breached or otherwise insufficient, we could suffer disruptions to our normal operations, [removed: which may include disruptions to our drilling, completion, production and corporate functions.]

CISA issued a notice of proposed rulemaking on April 4, 2024 and is [removed: required] [added: expected] to [removed: issue a] [added: publish the] final rule [removed: within 18 months of issuing the proposed rule.][added: in May 2026.]

Both the frequency and magnitude of cyberattacks is expected to increase as attackers are becoming more [removed: sophisticated.][added: sophisticated and artificial intelligence proliferates.]

We and our vendors are subject to a variety of federal and state data privacy [added: laws, rules, regulations, industry standards and other requirements governing data privacy and the unauthorized disclosure of confidential information.]

The CCPA and the CPRA, among other things, contain new disclosure obligations for businesses that collect personal information about California residents, provide such individuals expanded rights to [removed: access, delete and correct their personal information and opt-out of certain sales or transfers of personal information and provide for statutory fines and penalties for certain data security breaches or other CCPA and CPRA violations.]

In addition, our headquarters [removed: are] [added: is currently] located in Oklahoma City, Oklahoma, an area that experiences earthquakes and severe weather events, including tornadoes.

If the economic or political climate in the United States or abroad deteriorates, worldwide demand for petroleum products could diminish, which could impact the price at which we can sell our production, affect the ability of our vendors, suppliers and customers [added: to continue operations and materially adversely impact our results of operations, liquidity and financial condition.]

[removed: Continued] [added: The armed conflict between Russia and Ukraine, continued] instability in [removed: Europe and] the Middle East and [added: Venezuela, and changes in China-Taiwan relations and] the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the global economy in unpredictable ways, including the disruption of energy supplies and markets, increased volatility in commodity prices, including petroleum products, or the possibility that the infrastructure on which we rely could be a direct target or an indirect casualty of an act of terrorism, and, in turn, could materially and adversely affect our business and results of operations.

As an example, our [removed: Investment Grade] [added: Amended and Restated] Credit Agreement [added: dated September 30, 2025 (the “Credit Agreement”)] requires us to comply with a total indebtedness to capitalization ratio not to exceed 65%.

In addition to credit risk related to receivables from commodity derivative contracts, our principal exposures to credit risk are through receivables resulting from the sale of our natural gas, oil and NGL production that we market to energy companies, end users and refineries [removed: ($1,028] [added: ($1,363] million as of December 31, [removed: 2024).][added: 2025).]

If we are unable to satisfy our obligations with cash on hand, we could [added: attempt to refinance such debt, sell assets or repay such debt with the proceeds from an equity offering.]

As of December 31, [removed: 2024,] [added: 2025,] we had indebtedness of approximately [removed: $5.7] [added: $5.0 billion, which included approximately $3.7] billion [removed: and,] [added: of Southwestern’s senior notes we assumed] as a result of the Southwestern [removed: Merger, we assumed approximately $3.7 billion of Southwestern’s senior notes.][added: Merger during the year ended December 31, 2024.]

However, in January 2025, the current Presidential Administration issued [removed: an executive order] [added: Executive Orders] directing [added: (i)] the [added: EPA and the Corps to identify planned or potential actions that could be subject to emergency treatment under Section 404 of the CWA and (ii) the] heads of all federal agencies to identify and begin the processes to suspend, revise, or rescind all agency [removed: actions] [added: actions, including all existing regulations and guidance documents,] that are unduly burdensome on the identification, development, or use of domestic energy resources.

[removed: Consequently,] [added: As a result,] future implementation and enforcement of these [removed: final] rules [removed: remains uncertain at this time.][added: and policies is]

State [removed: and federal] regulatory agencies have also recently focused on a possible connection between the operation of injection wells used for natural gas and oil waste disposal and seismic activity, which has caused some states, such as New [added: Mexico, Oklahoma and Texas, to implement seismicity response programs that allow state regulators to deny, modify, suspend or terminate injection well permits if the state regulator determines that the injection well is contributing or likely to contribute to seismic activity.]

[removed: In addition,] [added: For example,] the EPA has issued regulations for the control of methane emissions, which include leak detection and repair requirements, for the gas and oil industry.

Legislative and state initiatives to date have generally focused on the development of renewable energy standards and/or cap-and-trade and/or carbon tax [added: programs.]

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

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adversely affect our business and prospects, as we may not be able to find suitable individuals to replace them on a timely basis, if at all.

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of $2.85 billion.

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- repairs or maintenance of older assets;

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We depend on third-party pipelines and other investments to provide us certain gathering and transportation assets.

During the fourth quarter of 2022, we entered into an agreement with Momentum Sustainable Ventures LLC to build a new natural gas gathering pipeline and carbon capture project, the New Generation Gas Gathering pipeline (the “NG3 pipeline”), to gather and treat natural gas produced in the Haynesville Shale for delivery to Gulf Coast markets, including LNG export.

We have a 35% interest in the joint venture entity.

On October 1, 2025, the NG3 pipeline was placed in service and began gathering operations.

We rely on the NG3 pipeline to provide to us certain gathering, processing and transportation services.

We have a gathering agreement in which approximately 900 MMcf per day, on average, of natural gas are to be gathered and processed by the NG3 pipeline over the course of the next 12 years.

In the event that the services of the NG3 pipeline are impacted due to repairs, damage to the facility, lack of capacity or any other reason, our ability to lower costs and secure inputs for our operations and transportation for our production may be impacted.

Because we do not own and/or control these third-party pipelines or facilities, such as the NG3 pipeline, their continuing operation and access requirements are not within our control.

If these or any other pipeline connections or facilities were to become unavailable for current or future volumes of natural gas, oil and NGL due to repairs, damage to the facility, lack of capacity or any other reason, our ability to operate efficiently and ship natural gas, oil and NGL to end markets could be restricted.

Any temporary or permanent interruption at any key pipeline interconnect or facility could have a material adverse effect on our business, financial condition, cash flows, and results of operations.

The approval process for certain projects has become increasingly slower and more difficult, due in part to federal, state and local concerns related to exploration and production, transmission and gathering activities and associated

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environmental impacts, and the increasingly negative public perception regarding, and opposition to, the oil and gas industry, including major pipeline projects.

We entered into a joint venture, and may in the future enter into additional or modify existing joint ventures, that might restrict our operational and corporate flexibility.

In addition, we exercise no control over joint venture partners and it may be difficult or impossible for us to cause these joint ventures or partners to take actions that we believe would be in our or the joint venture's best interests and these joint ventures are subject to many of the same risks to which we are subject.

We entered into a joint venture primarily pertaining to the building of a new natural gas gathering pipeline and carbon capture project, the NG3 pipeline, and may in the future enter into additional joint venture arrangements with third parties.

Joint venture arrangements may restrict our operational and corporate flexibility.

Because we do not control all of the decisions of our joint ventures or joint venture partners, either because we do not have a controlling interest in the venture or are not an operator under the agreement, it may be difficult or impossible for us to cause these joint ventures or partners to take actions that we believe would be in our or the joint venture's best interests.

Moreover, joint venture arrangements involve various risks and uncertainties, such as committing that we fund operating and/or capital expenditures, the timing and amount of which we may not control, and our joint venture partners may not act in a manner that we believe would be in our or the joint venture's best interests, may elect not to support further pursuit of projects, and/or may not satisfy their financial obligations to the joint venture.

The loss of joint venture partner support in further pursuing or funding a project may significantly adversely affect the ability to complete the project.

In addition, such joint ventures may be subject to many of the same risks to which we are subject.

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commencement of commercial operations and (iii) the occurrence of certain events of force majeure.

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

Our success depends upon the continued contributions of our senior executives.

If one or more of our executive officers are unable or unwilling to continue in their current positions, we may not be able to replace them readily, if at all.

Additionally, we may incur additional expenses to recruit and retain new executive officers.

Because of these factors, the loss of any one or more members of our executive management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and have a material adverse effect on our business, financial condition, and results of operations.

Although we have endeavored to implement these management transitions in a non-disruptive manner, such transitions can be inherently difficult to manage and may hamper our ability to meet our financial and operational goals.

Such changes may also give rise to uncertainty among our customers, investors, vendors, employees and others concerning our future direction and performance.

Any of the foregoing could result in significant disruptions to our operations and may adversely affect our financial condition, results of operations and ability to execute on our business plans.

| | | |

| --- | --- | --- |

| Summary Risk Factors | | |

| 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.

- 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.

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.

- 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.

- 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.

| Financial Risks Related to our Business | | |

- 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.

| Risks Related to the Company Following the Southwestern Merger | | |

- Failure to successfully integrate the business of the Company and Southwestern or realize the anticipated benefits of the Southwestern Merger may adversely affect our future results and financial condition.

- The market price of our common stock as a result of the Southwestern Merger may be affected by factors different from those that historically have affected our common stock.

- The Company’s operating results following the Southwestern Merger will suffer if we do not effectively manage our expanded operations.

| 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.

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

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.

Our business strategy is increasingly focused on 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 risks.

long-term natural gas supply agreements with LNG export facilities.

We face evolving cybersecurity risks that threaten the confidentiality, integrity

laws, rules, regulations, industry standards and other requirements governing data privacy and the unauthorized disclosure of confidential information.

to continue operations and materially adversely impact our results of operations, liquidity and financial condition.

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 [removed: II](#ib7b801adb71e427e9563e3d1bc6b225c_124)] [added: II](#i95324dec4c0b4b7c92b7966854e5a1c1_121)] of this report.

Our operations are located in Louisiana [added: 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 [added: resilient] shareholder value through the responsible development of our significant resource plays while continuing to be a leading provider of natural gas to [removed: markets in need.][added: growing markets.]

We continue to focus on improving margins through operating [removed: efficiencies] [added: efficiencies, marketing] and [added: commercial efforts and] financial discipline and improving our [removed: ESG] [added: safety and sustainability] performance.

To accomplish these goals, we [removed: intend] [added: 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 [removed: dedicate capital to] [added: invest in] projects designed to reduce the environmental impact of our production activities.

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| Recent [added: and Significant] Developments | | |

On October 1, 2024, [added: we completed] the Southwestern Merger [removed: was completed,] and [removed: we] issued approximately 95.7 million shares of our common stock to Southwestern’s shareholders in connection with the Merger Agreement.

See [Note [removed: 2](#ib7b801adb71e427e9563e3d1bc6b225c_157)] [added: 2](#i95324dec4c0b4b7c92b7966854e5a1c1_145)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

[removed: On October 1, 2024,] [added: Additionally, on April 16, 2025,] we received an investment grade rating from [removed: S&P Global] [added: Moody’s] Ratings [removed: (“S&P”).][added: (“Moody’s”).]

[removed: Fitch affirmed our revolver credit rating at ‘BBB-’ and] [added: Moody’s] upgraded the rating on our senior [added: unsecured] notes [added: from Ba1] to [removed: ‘BBB-’,] [added: Baa3,] with a stable outlook.

See [Note [removed: 4](#ib7b801adb71e427e9563e3d1bc6b225c_163)] [added: 4](#i95324dec4c0b4b7c92b7966854e5a1c1_151)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

*Issuance of Senior [removed: Notes, Senior] Notes [removed: Tender Offer] and [removed: Redemption of Debt*][added: Senior Notes Repayment*]

[removed: Additionally, on] [added: In] January [removed: 23,] 2025, the $389 million aggregate principal of the SWN 2025 Notes [removed: (as defined below)] was repaid and terminated with cash on hand and borrowings on the [added: Prior] Credit Facility.

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 [removed: half] [added: 60%] of our projected gas volumes through the end of [removed: 2025] [added: 2026] with significant upside participation via costless [added: collars and three-way] collars.

We continue to monitor [removed: these] [added: factors impacting commodity supply and demand] situations, including [removed: the recently enacted tariff] [added: tariffs] on [removed: steel by the current Presidential Administration,] [added: steel,] and assess their impact on our business, including business partners and customers.

As [removed: a result] [added: 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.

Our primary sources of capital resources and liquidity are internally generated cash flows from operations and borrowings under our [added: 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 [removed: properties] [added: properties, repayments of debt] and return of value to stockholders through dividends and equity repurchases.

We believe our cash flow from operations, [removed: including from the acquired Southwestern business,] cash on hand and unused borrowing capacity under the [added: 2025] Credit Facility, as discussed below, will provide sufficient liquidity during the next 12 months and the foreseeable future.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $2.8] [added: $4.1] billion of liquidity available, including [removed: $317] [added: $616] million of cash on hand and [removed: $2.5] [added: $3.5] billion of aggregate unused borrowing capacity available under the [added: 2025] Credit Facility.

As of December 31, [removed: 2024,] [added: 2025,] we had no outstanding borrowings under our [added: 2025] Credit Facility.

See [removed: [Note](#ib7b801adb71e427e9563e3d1bc6b225c_163) [4](#ib7b801adb71e427e9563e3d1bc6b225c_163)] [added: [Note 4](#i95324dec4c0b4b7c92b7966854e5a1c1_151)] 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.

On February [removed: 26, 2025,] [added: 17, 2026,] we declared a base quarterly dividend payable of $0.575 per share, which will be paid on March [removed: 27, 2025] [added: 26, 2026] to stockholders of record at the close of business on March [removed: 11, 2025.][added: 5, 2026.]

See [Note [removed: 1](#ib7b801adb71e427e9563e3d1bc6b225c_184)[0](#ib7b801adb71e427e9563e3d1bc6b225c_184)] [added: 4](#i95324dec4c0b4b7c92b7966854e5a1c1_151)] 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 [added: 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 [removed: governing the Credit Facility] and (iv) the terms and provisions of the [removed: indentures] [added: Indentures] governing [removed: its 5.500% Senior Notes due 2026, 5.875% Senior Notes due 2029, 6.750% Senior Notes due 2029, and 5.70% Senior Notes due 2035 as well as the] [added: our] senior [removed: notes assumed from Southwestern, including the 5.375% Senior Notes due 2029, 5.375% Senior Notes due 2030 and 4.750% Senior Notes due 2032.][added: notes.]

See [Item [removed: 7A](#ib7b801adb71e427e9563e3d1bc6b225c_121)] [added: 7A.](#i95324dec4c0b4b7c92b7966854e5a1c1_118)] 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.

As of December 31, [removed: 2024,] [added: 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.

The estimated gross undiscounted future commitments under these agreements were approximately [removed: $9.9] [added: $9.6] billion as of December 31, [removed: 2024.][added: 2025.]

See [removed: [Notes](#ib7b801adb71e427e9563e3d1bc6b225c_163) [4](#ib7b801adb71e427e9563e3d1bc6b225c_163), [5](#ib7b801adb71e427e9563e3d1bc6b225c_166), [7](#ib7b801adb71e427e9563e3d1bc6b225c_175), [13](#ib7b801adb71e427e9563e3d1bc6b225c_193)] [added: [Notes 4](#i95324dec4c0b4b7c92b7966854e5a1c1_151), [5](#i95324dec4c0b4b7c92b7966854e5a1c1_154), [7](#i95324dec4c0b4b7c92b7966854e5a1c1_163), [13](#i95324dec4c0b4b7c92b7966854e5a1c1_181)] and [removed: [16](#ib7b801adb71e427e9563e3d1bc6b225c_208)] [added: [16](#i95324dec4c0b4b7c92b7966854e5a1c1_196)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

The [added: 2025] Credit Facility provides for aggregate commitments of [removed: $2.5] [added: $3.5] billion, with a [removed: $500 million] [added: $1.0 billion] sublimit available for the issuance of letters of credit and a [removed: $50] [added: $100] million sublimit available for swingline loans.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: approximately $2.5] [added: $3.5] billion available for borrowings under the [added: 2025] Credit Facility.

For the year ending December 31, [removed: 2025,] [added: 2026,] we currently expect to complete and turn in line [removed: 240] [added: 205] to [removed: 270] [added: 235] gross wells utilizing approximately 11 to [removed: 15] [added: 12] rigs and plan to invest between approximately [removed: $2.9] [added: $2.75] – [removed: $3.1] [added: $2.95] billion in capital expenditures.

We currently plan to fund our [removed: 2025] [added: 2026] capital program through cash on hand, expected cash flow from our operations and borrowings under our [added: 2025] Credit Facility.

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Cash provided by operating activities | | | | | | $ | [removed: 1,565] [added: 4,575] | | | | | $ | [removed: 2,380] [added: 1,565] | | | | | $ | [removed: 4,125] [added: 2,380] | |

| Proceeds from divestitures of property and equipment | | | | | | [removed: 21] [added: 70] | | | | | | [removed: 2,533] [added: 21] | | | | | | [removed: 407] [added: 2,533] | | |

| [removed: Proceeds from] [added: Payments on Prior] Credit Facility, net | | | | | | — | | | | | | — | | | | | | [removed: 1,050] [added: (1,050)] | | |

| Receipts of deferred consideration | | | | | | [removed: 166] [added: 116] | | | | | | [removed: —] [added: 166] | | | | | | — | | |

*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.

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.

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.

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

*Shareholder Returns*

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](#i95324dec4c0b4b7c92b7966854e5a1c1_172) 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.

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.

*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.

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

If needed, we also have the ability to issue equity or debt securities through public offerings or private placements.

See [Note 4](#i95324dec4c0b4b7c92b7966854e5a1c1_151) 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.

*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.

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

On September 30, 2025, we entered into the Credit Agreement, which matures in September 2030.

See [Note 4](#i95324dec4c0b4b7c92b7966854e5a1c1_151) of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

See [Note 4](#i95324dec4c0b4b7c92b7966854e5a1c1_151) of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

| | | | | | | | | | | | | | | | | | | | | |

| Property acquisitions | | | | | | (195) | | | | | | — | | | | | | — | | |

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.

In 2025, we sold a portion of our Oklahoma City campus as well as certain minor leasehold positions.

See [Note 2](#i95324dec4c0b4b7c92b7966854e5a1c1_145) of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

See [Note 2](#i95324dec4c0b4b7c92b7966854e5a1c1_145) of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

See [Note 4](#i95324dec4c0b4b7c92b7966854e5a1c1_151) of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

In October 2025, the NG3 pipeline was placed in service and began gathering operations.

On January 10, 2024, Chesapeake and Southwestern entered into an all-stock agreement and plan of merger (the “Merger Agreement”).

Southwestern was an independent energy company engaged in development, exploration and production activities, including related marketing activities, within its operating areas in the Appalachia and Haynesville shale plays.

Our Board of Directors and the Board of Directors of Southwestern both approved the Merger Agreement.

At separate special meetings each held on June 18, 2024, Chesapeake’s stockholders approved the issuance of Chesapeake’s common stock to the stockholders of Southwestern in connection with the Southwestern Merger, and Southwestern’s stockholders approved the Merger Agreement.

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”).

As a result of these investment grade ratings and the satisfaction of certain other conditions, certain restrictive covenants on our credit facility fell away and became more permissive.

The leverage ratio and current ratio financial covenants and PV-9 Coverage Ratio are no longer effective, and the Company is required to maintain compliance with a total indebtedness to capitalization ratio, which is the ratio of the Company’s total indebtedness to the sum of total indebtedness plus stockholders’ equity, not to exceed 65%.

*Repurchase Program and Enhanced Returns Framework*

Additionally, we also announced our enhanced capital returns framework which is designed to more effectively return cash to shareholders and reduce net debt.

The plan became effective January 1, 2025, and prioritizes the base dividend of $2.30 per share and a targeted $500 million of annual net debt reduction in 2025, which target will be redetermined annually.

Once both have been funded, it is anticipated that 75% of remaining free cash flow will be distributed as market conditions warrant, between share repurchases and additional dividend payments.

The remaining free cash flow would be maintained on the balance sheet.

*Divestitures*

On January 17, 2023, we entered into an agreement to sell a portion of our Eagle Ford assets to WildFire Energy I LLC for approximately $1.425 billion, subject to post-closing adjustments.

This transaction closed on March 20, 2023 (with an effective date of October 1, 2022) and resulted in the recognition of a gain of approximately $337 million.

On February 17, 2023, we entered into an agreement to sell a portion of our remaining Eagle Ford assets to INEOS Energy for approximately $1.4 billion, subject to post-closing adjustments.

This transaction closed on April 28, 2023 (with an effective date of October 1, 2022) and resulted in the recognition of a gain of approximately $470 million.

On August 11, 2023, we entered into an agreement to sell the final portion of our remaining Eagle Ford assets to SilverBow Resources, Inc. (“SilverBow”) for approximately $700 million, subject to post-closing adjustments.

This transaction closed on November 30, 2023 (with an effective date of February 1, 2023) and resulted in the recognition of a gain of approximately $140 million.

Due to the satisfaction of certain commodity price triggers, we received an additional $25 million cash consideration during the fourth quarter of 2024.

*LNG Agreement*

On February 13, 2024, we announced our entrance into an LNG export deal that includes executed Sales and Purchase Agreements (“SPA”) for long-term liquefaction offtake.

Under the SPAs, we will purchase approximately 0.5 million tonnes of LNG per annum from Delfin LNG LLC at a Henry Hub price with a contract targeted start date in 2028, then deliver to Gunvor Group Ltd on a free on board basis with the sales price linked to the Japan Korea Market for a period of 20 years.

*Investments - Momentum Sustainable Ventures LLC*

During the fourth quarter of 2022, we entered into an agreement with Momentum Sustainable Ventures LLC to build a new natural gas gathering pipeline and carbon capture project, which will gather and treat natural gas produced in the Haynesville Shale for re-delivery to Gulf Coast markets, including LNG export.

The pipeline is expected to have an initial capacity of 1.7 Bcf/d expandable to 2.2 Bcf/d.

The carbon capture portion of the project anticipates capturing approximately 1.0 million tons per annum of CO2 and delivering the CO2 to ExxonMobil Low Carbon Solutions Onshore Storage, LLC for additional transportation and storage.

The natural gas gathering pipeline is projected for a potential in-service date in the fourth quarter of 2025.

Through the end of 2024, we have made total capital contributions of $296 million to the project.

Domestically, the natural gas market balance has tightened, driven by increasing demand from new LNG export facilities, reduced industry activity levels, and a recent period of colder than average temperatures, providing support for prices in 2025 and 2026.

Rig count reductions across the lower 48 states of the United States led to service cost deflation in 2024 resulting in decreased operating and capital cost.

Higher commodity prices in 2025 could lead to increased rig activity across the industry resulting in modest levels of inflation.

On December 9, 2022, we entered into the Credit Agreement, as amended by the Initial Credit Agreement Amendment and the Investment Grade Credit Agreement Amendment, maturing in December 2027.

As a result of these investment grade ratings and the satisfaction of certain other conditions, (i) the Pre-IG Credit Agreement was automatically amended by the Investment Grade Credit Agreement Amendment, (ii) all liens and guarantees previously provided by the Company and its subsidiaries in connection with the Pre-IG Credit Agreement were released and (iii) all guarantees previously provided in connection with the Company’s senior notes were released.

Such Investment Grade Credit Agreement Amendment, among other things, removed the application of the borrowing base provided for in the Pre-IG Credit Agreement and modified the pricing and covenants as discussed in [Note](#ib7b801adb71e427e9563e3d1bc6b225c_163) [4](#ib7b801adb71e427e9563e3d1bc6b225c_163) of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.

| Payments on Exit Credit Facility, net | | | | | | — | | | | | | — | | | | | | (221) | | |

The decrease in 2023 is primarily due to lower prices for the natural gas, oil and NGL we sold as well as decreased sales volumes related to our Eagle Ford divestitures.

In 2022, we sold our Powder River Basin assets to Continental Resources, Inc. for approximately $400 million after customary closing adjustments.

In 2022, we borrowed a net $1.05 billion under the Credit Facility.

See [Note [removed: 1](#ib7b801adb71e427e9563e3d1bc6b225c_193)[3](#ib7b801adb71e427e9563e3d1bc6b225c_193)] [added: 13](#i95324dec4c0b4b7c92b7966854e5a1c1_181)] 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, [removed: 2024,] [added: 2025,] natural gas, oil and NGL revenues, excluding any effect of our derivative instruments, were [removed: $2,686] [added: $7,433] million, [removed: $69] [added: $319] million, and [removed: $214] [added: $724] million, respectively.

Based on production, natural gas, oil and NGL revenue for the year ended December 31, [removed: 2024] [added: 2025] would have increased or decreased by approximately [removed: $269] [added: $743] million, [removed: $7] [added: $32] million, and [removed: $21] [added: $72] million, respectively, for each 10% increase or decrease in prices.

As of December 31, [removed: 2024,] [added: 2025,] the fair value of our natural gas and [removed: NGL] [added: oil] derivatives were net [removed: liabilities] [added: assets] of [removed: $49] [added: $305] million and [removed: $9] [added: $2] million, respectively.

A 10% increase in forward gas prices would decrease the valuation of natural gas derivatives by approximately [removed: $493] [added: $525] million, while a 10% decrease would increase the valuation by approximately [removed: $482] [added: $533] million.

A 10% fluctuation in forward oil prices would [added: not have made a meaningful] impact [added: on] the valuation of [added: our] oil [removed: derivatives by approximately $4 million.][added: derivatives.]

This fair value change assumes volatility based on prevailing market parameters at December 31, [removed: 2024.][added: 2025.]

See [Note [removed: 1](#ib7b801adb71e427e9563e3d1bc6b225c_193)[3](#ib7b801adb71e427e9563e3d1bc6b225c_193)] [added: 13](#i95324dec4c0b4b7c92b7966854e5a1c1_181)] 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.

Our exposure to interest rate changes relates primarily to borrowings under our [added: 2025] Credit Facility.

Interest is payable on borrowings under the [added: 2025] Credit Facility based on floating rates.

See [removed: [Note](#ib7b801adb71e427e9563e3d1bc6b225c_163) [4](#ib7b801adb71e427e9563e3d1bc6b225c_163)] [added: [Note 4](#i95324dec4c0b4b7c92b7966854e5a1c1_151)] 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, [removed: 2024,] [added: 2025,] we did not have any outstanding borrowings under our [added: 2025] Credit Facility.

[TABLE OF [removed: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)][added: CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)]

As of December 31, 2024, the fair value of our oil derivatives was a net asset of $4 million.

A 10% fluctuation in forward NGL prices would impact the valuation of NGL derivatives by $18 million.

Our operations are located in Louisiana [added: 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 [added: working] interests in approximately [removed: 8,000] [added: 6,600] gross natural gas and oil wells.

Our strategy is to create [added: resilient] shareholder value through the responsible development of our significant resource plays while continuing to be a leading provider of natural gas to [removed: markets in need.][added: growing markets.]

We continue to focus on improving margins through operating [removed: efficiencies] [added: efficiencies, marketing] and [added: commercial efforts and] financial discipline and improving our [removed: ESG] [added: safety and sustainability] performance.

To accomplish these goals, we [removed: intend] [added: 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 [removed: dedicate capital to] [added: invest in] projects designed to reduce the environmental impact of our production activities.

[TABLE OF [removed: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)][added: CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)]

*Haynesville -* Haynesville and Bossier Shales in [removed: Louisiana.][added: Louisiana and Texas.]

[removed: As of December 31, 2024,] [added: Additionally,] we held an [added: overriding or royalty] interest in approximately [removed: 8,000 gross productive wells, including 6,200 (4,300 net)] [added: 3,300] wells [removed: in which we held] [added: without] a [removed: working interest and 1,800 wells in which we] held [removed: an overriding or royalty] [added: working] interest.

[removed: Of the 6,200 (4,300 net) wells in which] [added: As of December 31, 2025,] we held a working [removed: interest,] [added: interest in approximately 6,600 (4,600 net) wells of which] substantially all were classified as productive natural gas wells.

During [removed: 2024,] [added: 2025,] we operated [removed: 5,500] [added: 5,800] gross wells and held a non-operating working interest in [removed: 700] [added: 800] gross wells.

We also completed [removed: 81] [added: 272] gross [removed: (62] [added: (202] net) wells as operator and participated in another [removed: 6] [added: 39] gross [removed: and less than one net] [added: (1 net)] well completed by other operators.

| | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | |

| Productive | | | | | | [removed: 87] [added: 311] | | | | | | 100 | | | | | | [removed: 62] [added: 203] | | | | | | 100 | | | | | | [removed: 194] [added: 87] | | | | | | 100 | | | | | | [removed: 109] [added: 62] | | | | | | 100 | | | | | | [removed: 237] [added: 194] | | | | | | 100 | | | | | | [removed: 151] [added: 109] | | | | | | 100 | | |

| Total | | | | | | [removed: 87] [added: 311] | | | | | | 100 | | | | | | [removed: 62] [added: 203] | | | | | | 100 | | | | | | [removed: 194] [added: 87] | | | | | | 100 | | | | | | [removed: 109] [added: 62] | | | | | | 100 | | | | | | [removed: 237] [added: 194] | | | | | | 100 | | | | | | [removed: 151] [added: 109] | | | | | | 100 | | |

| | | | | | | [removed: 2024] [added: 2025] | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | | | |

| Haynesville | | | | | | [removed: 48 | | | | | | 41 | | | | | | 84] [added: 1,095] | | | | | | [removed: 51] [added: —] | | | | | | [removed: 83] [added: —] | | | | | | [removed: 61] [added: 1,095] | | |

| Northeast Appalachia | | | | | | [removed: 38] [added: 112] | | | | | | [removed: 20] [added: 59] | | | | | | [removed: 78] [added: 38] | | | | | | [removed: 37] [added: 20] | | | | | | [removed: 103] [added: 78] | | | | | | [removed: 59] [added: 37] | | |

| Southwest Appalachia | | | | | | [removed: 1] [added: 60] | | | | | | [removed: 1] [added: 39] | | | | | | [removed: —] [added: 1] | | | | | | [removed: —] [added: 1] | | | | | | — | | | | | | — | | |

| Eagle Ford | | | | | | — | | | | | | — | | | | | | [removed: 32] [added: —] | | | | | | [removed: 21] [added: —] | | | | | | [removed: 52] [added: 32] | | | | | | [removed: 32] [added: 21] | | |

| Total | | | | | | [removed: 87] [added: 311] | | | | | | [removed: 62] [added: 203] | | | | | | [removed: 194] [added: 87] | | | | | | [removed: 109] [added: 62] | | | | | | [removed: 238] [added: 194] | | | | | | [removed: 152] [added: 109] | | |

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 162] [added: 115] gross [removed: (128] [added: (88] net) wells in the process of being drilled or completed.

| Northeast Appalachia | | | | | | [removed: 670] [added: 958] | | | | | | — | | | | | | — | | | | | | [removed: 670] [added: 958] | | |

The tables below set forth information as of December 31, [removed: 2024,] [added: 2025,] with respect to our estimated proved reserves, the associated estimated future net revenue, the present value of estimated future net revenue and the standardized measure of discounted future net cash flows.

| Standardized measure(b) | | | | | | | | | | | | | | | | | | $ | [removed: 7,531] [added: 17,126] | |

| Estimated future net revenue(b) | | | | | | $ | [removed: 10,620] [added: 27,453] | | | | | $ | [removed: 3,049] [added: 9,549] | | | | | $ | [removed: 13,669] [added: 37,002] | |

| Present value of estimated future net revenue (PV-10)(b) | | | | | | $ | [removed: 6,519] [added: 15,047] | | | | | $ | [removed: 1,048] [added: 4,327] | | | | | $ | [removed: 7,567] [added: 19,374] | |

(a) Haynesville, Northeast Appalachia and Southwest Appalachia accounted for approximately [removed: 19%, 39%] [added: 23%, 42%] and [removed: 42%,] [added: 35%,] respectively, of our estimated proved reserves by volume as of December 31, [removed: 2024.][added: 2025.]

(b) Estimated future net revenue represents the estimated future revenue to be generated from the production of proved reserves, net of estimated production and future development costs, using pricing differentials and costs under existing economic conditions as of December 31, [removed: 2024,] [added: 2025,] and assuming commodity prices as set forth below.

For the purpose of determining prices used in our reserve reports, we used the unweighted arithmetic average of the prices on the first day of each month within the 12-month period ended December 31, [removed: 2024.][added: 2025.]

The price used in our PV-10 measure was [removed: $2.13] [added: $3.39] per Mcf of natural gas and [removed: $75.48] [added: $65.34] per Bbl of oil and NGL, before basis differential adjustments.

These prices should not be interpreted as a prediction of future prices, nor do they reflect the value of our commodity derivative instruments in place as of December 31, [removed: 2024.][added: 2025.]

The present value of estimated future net revenue typically differs from the standardized measure because the former does not include the effects of estimated future income tax expense of [removed: $36 million] [added: $2.2 billion] as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] our proved reserve estimates included [removed: 3,842] [added: 7,304] Bcfe of reserves classified as proved undeveloped, compared to [removed: 3,325] [added: 3,842] Bcfe as of December 31, [removed: 2023.][added: 2024.]

Presented below is a summary of changes in our proved undeveloped reserves for [removed: 2024:][added: 2025:]

| Proved undeveloped reserves, beginning of period | | | | | | [removed: 3,325] [added: 3,842] | | |

| Extensions and discoveries | | | | | | [removed: 55] [added: 49] | | |

| Revisions of previous estimates | | | | | | [removed: (1,625)] [added: 4,998] | | |

| Conversion to proved developed reserves | | | | | | [removed: (1,050)] [added: (1,585)] | | |

| Purchase of reserves-in-place | | | | | | [removed: 3,137] [added: —] | | |

| Proved undeveloped reserves, end of period | | | | | | [removed: 3,842] [added: 7,304] | | |

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.

During the years ended December 31, 2025, 2024 and 2023, we did not complete any productive or dry exploratory wells.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Haynesville | | | | | | 139 | | | | | | 105 | | | | | | 48 | | | | | | 41 | | | | | | 84 | | | | | | 51 | | |

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

| 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Southwest Appalachia | | | | | | 356 | | | | | | 5.9 | | | | | | 29.6 | | | | | | 569 | | |

| Total Production | | | | | | 2,409 | | | | | | 5.9 | | | | | | 29.6 | | | | | | 2,622 | | |

| 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Haynesville | | | | | | $ | 3.17 | | | | | $ | — | | | | | $ | — | | | | | $ | 3.17 | | | | | $ | 0.27 | | | | | $ | 0.73 | |

| Northeast Appalachia | | | | | | $ | 2.99 | | | | | $ | — | | | | | $ | — | | | | | $ | 2.99 | | | | | $ | 0.17 | | | | | $ | 0.87 | |

| Southwest Appalachia | | | | | | $ | 3.08 | | | | | $ | 54.47 | | | | | $ | 24.48 | | | | | $ | 3.76 | | | | | $ | 0.31 | | | | | $ | 1.30 | |

| Total | | | | | | $ | 3.08 | | | | | $ | 54.47 | | | | | $ | 24.48 | | | | | $ | 3.23 | | | | | $ | 0.24 | | | | | $ | 0.91 | |

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

| | | | | | | December 31, 2025 | | | | | | | | | | | | | | | | | | | | |

| Proved developed | | | | | | 16,395 | | | | | | 35.0 | | | | | | 328.5 | | | | | | 18,576 | | |

| Proved undeveloped | | | | | | 6,180 | | | | | | 23.8 | | | | | | 163.4 | | | | | | 7,304 | | |

| Total proved(a) | | | | | | 22,575 | | | | | | 58.8 | | | | | | 491.9 | | | | | | 25,880 | | |

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

The net upward revision primarily consisted of 5,430 Bcfe of upward revisions due to new PUDs that had improved economics and were in areas previously classified as proved.

These upward revisions were partially offset by negative revisions due to development plan changes of 146 Bcfe, and by production forecast and commercial terms updates on existing PUD locations of 286 Bcfe.

See *Supplemental Disclosures About Natural Gas,*

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

| Haynesville | | | | | | 628 | | | | | | 561 | | | | | | 292 | | | | | | 184 | | | | | | 920 | | | | | | 745 | | |

| Northeast Appalachia | | | | | | 746 | | | | | | 497 | | | | | | 234 | | | | | | 207 | | | | | | 980 | | | | | | 704 | | |

| Southwest Appalachia | | | | | | 294 | | | | | | 243 | | | | | | 439 | | | | | | 349 | | | | | | 733 | | | | | | 592 | | |

| Other(a) | | | | | | 300 | | | | | | 283 | | | | | | 1,295 | | | | | | 1,217 | | | | | | 1,595 | | | | | | 1,500 | | |

| Total | | | | | | 1,968 | | | | | | 1,584 | | | | | | 2,260 | | | | | | 1,957 | | | | | | 4,228 | | | | | | 3,541 | | |

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

As a result, the PHMSA leak detection rule, which had not yet been published in the Federal Register, was withdrawn prior to formal publication as PHMSA currently evaluates the

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

rule’s requirements and cost-benefit analyses to ensure alignment with the current Presidential Administration’s energy and other policies.

Subsequently, in March 2025, the EPA announced its intention to reconsider the March 8, 2024 rule, including Subparts OOOOb and OOOOc, with a final rule expected in or around July 2026.

Through a July 28, 2025 interim final rule, EPA extended the compliance deadlines for subparts OOOOb and OOOOc, later finalized on December 3, 2025.

During 2023, we completed our exit from Eagle Ford through three separate divestiture transactions, with aggregate proceeds from these transactions exceeding $3.5 billion, subject to customary post-closing adjustments.

On March 25, 2022, we sold our Powder River Basin assets in Wyoming to Continental Resources, Inc. for approximately $450 million.

On March 9, 2022, we completed our acquisition of Chief, Radler and associated non-operated interests held by affiliates of Tug Hill.

Chief, Radler and Tug Hill held producing assets and an inventory of premium drilling locations in the Marcellus Shale in Northeast Pennsylvania.

| Exploratory: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Productive | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Dry | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 100 | | | | | | 1 | | | | | | 100 | | |

| Total | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 100 | | | | | | 1 | | | | | | 100 | | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Haynesville | | | | | | 588 | | | | | | — | | | | | | — | | | | | | 588 | | |

| Eagle Ford | | | | | | 46 | | | | | | 18.7 | | | | | | 5.8 | | | | | | 193 | | |

| Total Production | | | | | | 1,308 | | | | | | 19.4 | | | | | | 6.0 | | | | | | 1,461 | | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Haynesville | | | | | | $ | 5.92 | | | | | $ | — | | | | | $ | — | | | | | $ | 5.92 | | | | | $ | 0.26 | | | | | $ | 0.53 | |

| Northeast Appalachia | | | | | | $ | 6.03 | | | | | $ | — | | | | | $ | — | | | | | $ | 6.03 | | | | | $ | 0.11 | | | | | $ | 0.57 | |

| Eagle Ford | | | | | | $ | 5.64 | | | | | $ | 96.10 | | | | | $ | 36.76 | | | | | $ | 11.76 | | | | | $ | 1.22 | | | | | $ | 1.78 | |

| Total | | | | | | $ | 5.96 | | | | | $ | 96.07 | | | | | $ | 37.48 | | | | | $ | 6.77 | | | | | $ | 0.33 | | | | | $ | 0.73 | |

| | | | | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | |

| Proved developed | | | | | | 14,418 | | | | | | 40.3 | | | | | | 383.0 | | | | | | 16,958 | | |

| Proved undeveloped | | | | | | 2,506 | | | | | | 27.6 | | | | | | 195.1 | | | | | | 3,842 | | |

| Total proved(a) | | | | | | 16,924 | | | | | | 67.9 | | | | | | 578.1 | | | | | | 20,800 | | |

The net downward revision primarily consisted of 2,022 Bcfe of downward revisions due to lower natural gas, oil and NGL prices in 2024, and a downward revision of 183 Bcfe due to development plan changes in Northeast Appalachia and Haynesville, partially offset by 462 Bcfe of positive revisions on existing PUD locations primarily related to increased production forecasts, increased ownership interest in the locations, and improved differentials in the Haynesville, as well as 118 Bcfe of PUDs added in areas previously categorized as proved in Northeast Appalachia and Haynesville.

We added 3,137 Bcfe of PUDs through purchase of reserves-in-place, primarily as a result of the Southwestern Merger.

lower than the prices and costs as of the date of any estimate.

| Haynesville | | | | | | 698 | | | | | | 586 | | | | | | 91 | | | | | | 78 | | | | | | 789 | | | | | | 664 | | |

| Northeast Appalachia | | | | | | 754 | | | | | | 501 | | | | | | 242 | | | | | | 199 | | | | | | 996 | | | | | | 700 | | |

| Southwest Appalachia | | | | | | 267 | | | | | | 204 | | | | | | 493 | | | | | | 362 | | | | | | 760 | | | | | | 566 | | |

| Other(a) | | | | | | 310 | | | | | | 290 | | | | | | 1,346 | | | | | | 1,265 | | | | | | 1,656 | | | | | | 1,555 | | |

| Total | | | | | | 2,029 | | | | | | 1,581 | | | | | | 2,172 | | | | | | 1,904 | | | | | | 4,201 | | | | | | 3,485 | | |

The final emissions guidelines under Subpart OOOOc provide until 2029 for existing sources to comply.

Fines and penalties for violation of these rules can be substantial.

In addition, in November 2024, the EPA finalized a rule to implement the IRA’s Waste Emissions Charge that became effective in January 2025.

The Waste Emissions Charge imposed under the Methane Emissions Reduction Program for 2024 reported amounts is $900 per metric ton emitted over permitted methane emissions thresholds, and increases to $1,200 for 2025 reported amounts, and $1,500 for 2026 reported amounts.

In January 2025, industry associations challenged the Waste Emissions Charge rule in the D.C. Circuit Court of Appeals.

Additionally, based on the timing of the rule’s finalization, the Waste Emissions Charge rule is potentially vulnerable to repeal by Congress under the Congressional Review Act.

The Inflation Reduction Act may also be subject to amendment or repeal through Congressional budget reconciliation.

In December 2024, the DOE released its report on LNG exports, which report is subject to a 60-day public comment period ending in February 2025.

In November 2021, at the 26th Conference of the Parties on the UN Framework Convention on Climate Change (“COP26”), the United States and the European Union jointly announced the Global Methane Pledge, an initiative committing to a collective goal of reducing global methane emissions by at least 30% from 2020 levels by 2030, including “all feasible reductions” in the energy sector.

COP26 concluded with the finalization of the Glasgow Climate Pact, which stated long-term global goals (including those in the Paris Agreement) to limit the increase in the global average temperature and emphasized reductions in GHG emissions.

At the 27th Conference of the Parties (“COP27”), the previous Presidential Administration announced the EPA’s then-proposed standards to reduce methane emissions from new, modified and existing oil and gas sources, and the United States agreed, in conjunction with the European Union and several other partner countries, to develop standards for monitoring and reporting methane emissions to help create a market for low methane-intensity natural gas.

See [removed: [Note](#ib7b801adb71e427e9563e3d1bc6b225c_166) [5](#ib7b801adb71e427e9563e3d1bc6b225c_166)] [added: [Note 5](#i95324dec4c0b4b7c92b7966854e5a1c1_154)] 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.

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.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

][added: JPG.jpg](https://www.sec.gov/Archives/edgar/data/895126/000089512626000011/exe-20251231_g1.jpg)]

The aggregate market value of our common stock held by non-affiliates on June [removed: 28, 2024] [added: 30, 2025] was approximately [removed: $6.5] [added: $19.6] billion.

As of February [removed: 19, 2025,] [added: 11, 2026,] there were [removed: 232,699,939] [added: 240,398,260] shares of our common stock outstanding.

Portions of the proxy statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference [removed: in] [added: into] Part [removed: III.][added: III of this Annual Report on Form 10-K.]

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| [Item [removed: 11.](#ib7b801adb71e427e9563e3d1bc6b225c_238)] [added: 11.](#i95324dec4c0b4b7c92b7966854e5a1c1_232)] | | | [Executive [removed: Compensation](#ib7b801adb71e427e9563e3d1bc6b225c_238)] [added: Compensation](#i95324dec4c0b4b7c92b7966854e5a1c1_232)] | | | | | | [removed: [124](#ib7b801adb71e427e9563e3d1bc6b225c_238)] [added: [120](#i95324dec4c0b4b7c92b7966854e5a1c1_232)] | | | | | |

| [Item [removed: 12.](#ib7b801adb71e427e9563e3d1bc6b225c_241)] [added: 12.](#i95324dec4c0b4b7c92b7966854e5a1c1_235)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib7b801adb71e427e9563e3d1bc6b225c_241)] [added: Matters](#i95324dec4c0b4b7c92b7966854e5a1c1_235)] | | | | | | [removed: [124](#ib7b801adb71e427e9563e3d1bc6b225c_241)] [added: [120](#i95324dec4c0b4b7c92b7966854e5a1c1_235)] | | | | | |

| [Item [removed: 13.](#ib7b801adb71e427e9563e3d1bc6b225c_244)] [added: 13.](#i95324dec4c0b4b7c92b7966854e5a1c1_238)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib7b801adb71e427e9563e3d1bc6b225c_244)] [added: Independence](#i95324dec4c0b4b7c92b7966854e5a1c1_238)] | | | | | | [removed: [124](#ib7b801adb71e427e9563e3d1bc6b225c_244)] [added: [120](#i95324dec4c0b4b7c92b7966854e5a1c1_238)] | | | | | |

| [Item [removed: 14.](#ib7b801adb71e427e9563e3d1bc6b225c_247)] [added: 14.](#i95324dec4c0b4b7c92b7966854e5a1c1_241)] | | | [Principal Accountant Fees and [removed: Services](#ib7b801adb71e427e9563e3d1bc6b225c_247)] [added: Services](#i95324dec4c0b4b7c92b7966854e5a1c1_241)] | | | | | | [removed: [124](#ib7b801adb71e427e9563e3d1bc6b225c_247)] [added: [120](#i95324dec4c0b4b7c92b7966854e5a1c1_241)] | | | | | |

| [Item [removed: 15.](#ib7b801adb71e427e9563e3d1bc6b225c_253)] [added: 15.](#i95324dec4c0b4b7c92b7966854e5a1c1_247)] | | | [Exhibits and Financial Statement [removed: Schedules](#ib7b801adb71e427e9563e3d1bc6b225c_253)] [added: Schedules](#i95324dec4c0b4b7c92b7966854e5a1c1_247)] | | | | | | [removed: [125](#ib7b801adb71e427e9563e3d1bc6b225c_253)] [added: [121](#i95324dec4c0b4b7c92b7966854e5a1c1_247)] | | | | | |

| [Item [removed: 16.](#ib7b801adb71e427e9563e3d1bc6b225c_256)] [added: 16.](#i95324dec4c0b4b7c92b7966854e5a1c1_250)] | | | [Form 10-K [removed: Summary](#ib7b801adb71e427e9563e3d1bc6b225c_256)] [added: Summary](#i95324dec4c0b4b7c92b7966854e5a1c1_250)] | | | | | | [removed: [129](#ib7b801adb71e427e9563e3d1bc6b225c_256)] [added: [125](#i95324dec4c0b4b7c92b7966854e5a1c1_250)] | | | | | |

The Class A Warrants [removed: are] [added: were] exercisable from the Effective Date until February 9, 2026.

The Class B Warrants [removed: are] [added: were] exercisable from the Effective Date until February 9, 2026.

The Class C Warrants [removed: are] [added: were] exercisable from the Effective Date until February 9, 2026.

[TABLE OF [removed: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)][added: CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)]

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

“Present Value of Estimated Future Net Revenues” or “PV-10” [removed: (non-GAAP)”] [added: (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%.

Forward-looking statements include our current expectations or forecasts of future events, including matters relating to armed conflict [added: between Russia] and [added: Ukraine,] instability in [removed: Europe and] the Middle [removed: East,] [added: 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 [removed: ESG] [added: sustainability] initiatives.

- the impact of inflation and commodity price volatility, including as a result of decisions made by OPEC+ and armed conflict [added: between Russia] and [added: Ukraine,] instability in [removed: Europe and] the Middle [removed: East,] [added: 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;

- challenges with employee [added: recruitment and] retention and [added: an] increasingly competitive labor market;

- our ability to achieve and maintain [removed: ESG] [added: sustainability] certifications, goals and commitments;

| [Signatures](#i95324dec4c0b4b7c92b7966854e5a1c1_253) | | | | | | | | | [126](#i95324dec4c0b4b7c92b7966854e5a1c1_253) | | | | | |

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

“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.

“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.

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

- risks related to acquisitions or dispositions, or potential acquisitions or dispositions;

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

| | | |

| --- | --- | --- |

| 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.

| [Signatures](#ib7b801adb71e427e9563e3d1bc6b225c_259) | | | | | | | | | [130](#ib7b801adb71e427e9563e3d1bc6b225c_259) | | | | | |

“Chapter 11 Cases” means, when used with reference to a particular Debtor, the case pending for that Debtor under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court, and when used with reference to all the Debtors, the procedurally consolidated Chapter 11 cases pending for the Debtors in the Bankruptcy Court.

“Chief” means Chief E&D Holdings, LP.

“DEI” means diversity, equity and inclusion.

“Exit Credit Facility” means the reserve-based credit facility available upon emergence from bankruptcy.

In December 2022, we terminated the Exit Credit Facility.

“Marcellus Acquisition” means our acquisition of Chief and associated non-operated interests held by affiliates of Radler and Tug Hill, which closed on March 9, 2022, with an effective date of January 1, 2022.

“Radler” means Radler 2000 Limited Partnership.

“Tug Hill” means Tug Hill, Inc.

“Vine Acquisition” means our acquisition of Vine, which closed on November 1, 2021.

- risks related to acquisitions or dispositions, or potential acquisitions or dispositions; risks related to loss of management personnel, other key employees, customers, suppliers, vendors, landlords, joint venture partners and other business partners as a result of the Southwestern Merger; the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; and the risk that the combined company may be unable to achieve synergies or other anticipated benefits of the Southwestern Merger or it may take longer than expected to achieve those synergies or benefits;

- cybersecurity awareness training for [removed: all of] our employees and contractors;

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 [removed: operations,] 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 [removed: operations,] business strategy, results of operations, or financial condition.

Our Board of Directors also receives briefings from management on our cybersecurity risk [added: management program.]

[TABLE OF [removed: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)][added: CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)]

[added: Members of our] Board [removed: members] [added: 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 [removed: Director’s] [added: Directors’] continuing education on topics that impact public companies.

Our Cybersecurity Manager is responsible for assessing and managing risks from cybersecurity threats and reporting significant incidents to our Cybersecurity Committee, which includes our [added: Interim] Chief Financial Officer, General Counsel and Corporate Secretary, Chief Information Officer, Cybersecurity Manager and Director of Internal Audit.

Our management team [removed: stays] [added: 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.

The members of our Cybersecurity Committee have significant experience in risk management, assessment of disclosure controls, information technology and auditing.

management program.

Business of Part I of this report and in the Supplementary Information included in [Item 8 of Part [removed: II](#ib7b801adb71e427e9563e3d1bc6b225c_124)] [added: II](#i95324dec4c0b4b7c92b7966854e5a1c1_121)] of this report.

[TABLE OF [removed: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)][added: CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)]

[TABLE OF [removed: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)][added: CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)]

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.

Not applicable.

Additionally, our Class A Warrants, Class B Warrants and Class C Warrants [removed: trading symbols changed from “CHKEW”, “CHKEZ”, and “CHKEL”, respectively, to] [added: were traded on the NASDAQ under the] “EXEEW”, “EXEEZ” and [removed: “EXEEL”, respectively, following the completion of the Southwestern Merger.][added: “EXEEL” trading symbols, respectively.]

More information on our common stock and Warrants can be found in [Note [removed: 1](#ib7b801adb71e427e9563e3d1bc6b225c_184)[0](#ib7b801adb71e427e9563e3d1bc6b225c_184)] [added: 10](#i95324dec4c0b4b7c92b7966854e5a1c1_172)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report.

Effective [removed: January 1,] [added: for] 2025, we [removed: updated our enhanced returns framework which prioritizes] [added: prioritized] paying a base dividend per share and [removed: provides] [added: provided] for annual net debt reduction prior to additional shareholder returns such as additional dividend payments or share repurchases.

For additional information on our dividends, see [Note [removed: 1](#ib7b801adb71e427e9563e3d1bc6b225c_184)[0](#ib7b801adb71e427e9563e3d1bc6b225c_184)] [added: 10](#i95324dec4c0b4b7c92b7966854e5a1c1_172)] of the notes to our consolidated financial statements included in Item 8 of Part II of this report.

On October 22, 2024 our Board of Directors authorized repurchases of up to $1.0 billion, in [removed: the] 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, [added: 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, [removed: 2024.][added: 2025.]

As of February [removed: 19, 2025,] [added: 11, 2026,] there were approximately [removed: 1,226] [added: 1,244] holders of record of our common stock.

Our common stock is traded on the NASDAQ under the “EXE” trading symbol.

The Warrants expired on February 9, 2026 and are no longer listed for trading.

As of December 31, 2025, the approximate dollar value of shares that may yet be purchased under the share repurchase program was $900 million.

Subsequent to the completion of the Southwestern Merger on October 1, 2024, we changed our company name to Expand Energy Corporation and changed the NASDAQ trading symbol for our common stock from “CHK” to “EXE”.

Our common shares and Warrants have been trading under the updated trading symbols on NASDAQ since October 2, 2024.

The Warrants are immediately exercisable and will expire on February 9, 2026.

As of December 31, 2024, approximately $1.0 billion may yet be purchased under the share repurchase program described above.

[TABLE OF [removed: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)][added: CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)]

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#ib7b801adb71e427e9563e3d1bc6b225c_127) 238[)](#ib7b801adb71e427e9563e3d1bc6b225c_127)] [added: ID](#i95324dec4c0b4b7c92b7966854e5a1c1_124) 238[)](#i95324dec4c0b4b7c92b7966854e5a1c1_124)] | | | | | | | | | [removed: [72](#ib7b801adb71e427e9563e3d1bc6b225c_127)] [added: [71](#i95324dec4c0b4b7c92b7966854e5a1c1_124)] | | | | | |

| | | | [Consolidated Balance [removed: Sheets](#ib7b801adb71e427e9563e3d1bc6b225c_130)] [added: Sheets](#i95324dec4c0b4b7c92b7966854e5a1c1_127)] | | | | | | [removed: [75](#ib7b801adb71e427e9563e3d1bc6b225c_130)] [added: [74](#i95324dec4c0b4b7c92b7966854e5a1c1_127)] | | | | | |

| | | | [Consolidated Statements of [removed: Operations](#ib7b801adb71e427e9563e3d1bc6b225c_133)] [added: Operations](#i95324dec4c0b4b7c92b7966854e5a1c1_130)] | | | | | | [removed: [76](#ib7b801adb71e427e9563e3d1bc6b225c_133)] [added: [75](#i95324dec4c0b4b7c92b7966854e5a1c1_130)] | | | | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#ib7b801adb71e427e9563e3d1bc6b225c_139)] [added: Flows](#i95324dec4c0b4b7c92b7966854e5a1c1_133)] | | | | | | [removed: [77](#ib7b801adb71e427e9563e3d1bc6b225c_139)] [added: [76](#i95324dec4c0b4b7c92b7966854e5a1c1_133)] | | | | | |

| | | | [Consolidated Statements of Stockholders’ [removed: Equity](#ib7b801adb71e427e9563e3d1bc6b225c_142)] [added: Equity](#i95324dec4c0b4b7c92b7966854e5a1c1_136)] | | | | | | [removed: [78](#ib7b801adb71e427e9563e3d1bc6b225c_142)] [added: [77](#i95324dec4c0b4b7c92b7966854e5a1c1_136)] | | | | | |

| | | | [Note 1. Basis of Presentation and Summary of Significant Accounting [removed: Policies](#ib7b801adb71e427e9563e3d1bc6b225c_148)] [added: Policies](#i95324dec4c0b4b7c92b7966854e5a1c1_142)] | | | | | | [removed: [79](#ib7b801adb71e427e9563e3d1bc6b225c_148)] [added: [78](#i95324dec4c0b4b7c92b7966854e5a1c1_142)] | | | | | |

| | | | [removed: [Note](#ib7b801adb71e427e9563e3d1bc6b225c_157) [2](#ib7b801adb71e427e9563e3d1bc6b225c_157)[.] [added: [Note 2.] Natural Gas and Oil Property [removed: Transactions](#ib7b801adb71e427e9563e3d1bc6b225c_157)] [added: Transactions](#i95324dec4c0b4b7c92b7966854e5a1c1_145)] | | | | | | [removed: [85](#ib7b801adb71e427e9563e3d1bc6b225c_157)] [added: [84](#i95324dec4c0b4b7c92b7966854e5a1c1_145)] | | | | | |

| | | | [removed: [Note](#ib7b801adb71e427e9563e3d1bc6b225c_160) [3](#ib7b801adb71e427e9563e3d1bc6b225c_160)[.] [added: [Note 3.] Earnings Per [removed: Share](#ib7b801adb71e427e9563e3d1bc6b225c_160)] [added: Share](#i95324dec4c0b4b7c92b7966854e5a1c1_148)] | | | | | | [removed: [90](#ib7b801adb71e427e9563e3d1bc6b225c_160)] [added: [87](#i95324dec4c0b4b7c92b7966854e5a1c1_148)] | | | | | |

| | | | [removed: [Note](#ib7b801adb71e427e9563e3d1bc6b225c_166) [5](#ib7b801adb71e427e9563e3d1bc6b225c_166)[.] [added: [Note 5.] Contingencies and [removed: Commitments](#ib7b801adb71e427e9563e3d1bc6b225c_166)] [added: Commitments](#i95324dec4c0b4b7c92b7966854e5a1c1_154)] | | | | | | [removed: [96](#ib7b801adb71e427e9563e3d1bc6b225c_166)] [added: [92](#i95324dec4c0b4b7c92b7966854e5a1c1_154)] | | | | | |

| | | | [removed: [Note](#ib7b801adb71e427e9563e3d1bc6b225c_172) [6](#ib7b801adb71e427e9563e3d1bc6b225c_172)[.] [added: [Note 6.] Other [removed: Liabilities](#ib7b801adb71e427e9563e3d1bc6b225c_172)] [added: Liabilities](#i95324dec4c0b4b7c92b7966854e5a1c1_160)] | | | | | | [removed: [98](#ib7b801adb71e427e9563e3d1bc6b225c_172)] [added: [94](#i95324dec4c0b4b7c92b7966854e5a1c1_160)] | | | | | |

| [added: Share-based compensation] | | | [removed: [Note 1](#ib7b801adb71e427e9563e3d1bc6b225c_187)[1](#ib7b801adb71e427e9563e3d1bc6b225c_187)[. Share-Based Compensation](#ib7b801adb71e427e9563e3d1bc6b225c_187)] | | | [added: 46] | | | [removed: [109](#ib7b801adb71e427e9563e3d1bc6b225c_187)] | | | [added: 38] | | | [added: | | | 33 | | |]

| | | | [Note [removed: 1](#ib7b801adb71e427e9563e3d1bc6b225c_193)[3](#ib7b801adb71e427e9563e3d1bc6b225c_193)[.] [added: 13.] Derivative and Hedging [removed: Activities](#ib7b801adb71e427e9563e3d1bc6b225c_193)] [added: Activities](#i95324dec4c0b4b7c92b7966854e5a1c1_181)] | | | | | | [removed: [111](#ib7b801adb71e427e9563e3d1bc6b225c_193)] [added: [106](#i95324dec4c0b4b7c92b7966854e5a1c1_181)] | | | | | |

| | | | [Note 14. Other Property and [removed: Equipment](#ib7b801adb71e427e9563e3d1bc6b225c_199)] [added: Equipment](#i95324dec4c0b4b7c92b7966854e5a1c1_187)] | | | | | | [removed: [114](#ib7b801adb71e427e9563e3d1bc6b225c_199)] [added: [109](#i95324dec4c0b4b7c92b7966854e5a1c1_187)] | | | | | |

| | | | [Note 16. Asset Retirement [removed: Obligations](#ib7b801adb71e427e9563e3d1bc6b225c_208)] [added: Obligations](#i95324dec4c0b4b7c92b7966854e5a1c1_196)] | | | | | | [removed: [115](#ib7b801adb71e427e9563e3d1bc6b225c_208)] [added: [110](#i95324dec4c0b4b7c92b7966854e5a1c1_196)] | | | | | |

| | | | [Note 17. Supplemental Cash Flow [removed: Information](#ib7b801adb71e427e9563e3d1bc6b225c_2265)] [added: Information](#i95324dec4c0b4b7c92b7966854e5a1c1_199)] | | | | | | [removed: [115](#ib7b801adb71e427e9563e3d1bc6b225c_2265)] [added: [111](#i95324dec4c0b4b7c92b7966854e5a1c1_199)] | | | | | |

| | | | [Note 18. Segment [removed: Information](#ib7b801adb71e427e9563e3d1bc6b225c_549755816120)] [added: Information](#i95324dec4c0b4b7c92b7966854e5a1c1_205)] | | | | | | [removed: [116](#ib7b801adb71e427e9563e3d1bc6b225c_549755816120)] [added: [112](#i95324dec4c0b4b7c92b7966854e5a1c1_205)] | | | | | |

| | | | [Supplemental Disclosures About Natural Gas, Oil and NGL Producing Activities [removed: (unaudited)](#ib7b801adb71e427e9563e3d1bc6b225c_217)] [added: (unaudited)](#i95324dec4c0b4b7c92b7966854e5a1c1_211)] | | | | | | [removed: [117](#ib7b801adb71e427e9563e3d1bc6b225c_217)] [added: [113](#i95324dec4c0b4b7c92b7966854e5a1c1_211)] | | | | | |

[TABLE OF [removed: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)][added: CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)]

We have audited the accompanying consolidated balance sheets of Expand Energy Corporation and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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, [removed: 2024,] [added: 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, [removed: 2024,] [added: 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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 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, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[added: A company’s internal control over financial reporting] includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As described in Note 1 to the consolidated financial statements, the Company's property and equipment, net balance was [removed: $24.3] [added: $24.4] billion as of December 31, [removed: 2024,] [added: 2025,] and the related depreciation, depletion and amortization expense for the year ended December 31, [removed: 2024] [added: 2025] was [removed: $1.7] [added: $3.0] billion, both of which substantially related to proved natural gas and oil properties.

The principal considerations for our determination that performing procedures relating to the impact of proved developed natural gas and oil reserves on proved natural gas and oil properties, net is a critical audit matter are (i) the significant judgment by management, including the use of management’s specialists, when developing the estimates of proved developed natural gas and oil [removed: reserves] [added: reserves, which are derived using historical production volumes] and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to the data, [added: specifically historical production volumes,] methods, and assumptions used by management and its specialists in developing the estimates of proved developed natural gas and oil reserves.

[removed: *Southwestern Merger* – *Valuation of Proved] [added: |] Natural [removed: Gas] [added: gas] and [removed: Oil Properties*][added: oil properties | | | | | | 8 | | | | | | 7 | | | | | | 6 | | |]

| *($ in millions, except per share data)* | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | | | | $ | [added: 616 | | | | | $ |] 317 | | | | | $ | 1,079 | |

| Restricted cash | | | | | | [removed: 78] [added: 80] | | | | | | [removed: 74] [added: 78] | | |

| Accounts receivable, net | | | | | | [removed: 1,226] [added: 1,599] | | | | | | [removed: 593] [added: 1,226] | | |

| Derivative assets | | | | | | [removed: 84] [added: 264] | | | | | | [removed: 637] [added: 84] | | |

| Other current assets | | | | | | [removed: 292] [added: 357] | | | | | | [removed: 226] [added: 292] | | |

| Total current assets | | | | | | [removed: 1,997] [added: 2,916] | | | | | | [removed: 2,609] [added: 1,997] | | |

| Proved natural gas and oil properties | | | | | | [removed: 23,093] [added: 26,606] | | | | | | [removed: 11,468] [added: 23,093] | | |

| Unproved properties | | | | | | [removed: 5,897] [added: 5,478] | | | | | | [removed: 1,806] [added: 5,897] | | |

| Other property and equipment | | | | | | [removed: 654] [added: 509] | | | | | | [removed: 497] [added: 654] | | |

| Total property and equipment | | | | | | [removed: 29,644] [added: 32,593] | | | | | | [removed: 13,771] [added: 29,644] | | |

| Less: accumulated depreciation, depletion and amortization | | | | | | [removed: (5,362)] [added: (8,278)] | | | | | | [removed: (3,674)] [added: (5,362)] | | |

| | | | [Note 4. Debt](#i95324dec4c0b4b7c92b7966854e5a1c1_151) | | | | | | [88](#i95324dec4c0b4b7c92b7966854e5a1c1_151) | | | | | |

| | | | [Note 7. Leases](#i95324dec4c0b4b7c92b7966854e5a1c1_163) | | | | | | [94](#i95324dec4c0b4b7c92b7966854e5a1c1_163) | | | | | |

| | | | [Note 8. Revenue](#i95324dec4c0b4b7c92b7966854e5a1c1_166) | | | | | | [96](#i95324dec4c0b4b7c92b7966854e5a1c1_166) | | | | | |

| | | | [Note 9. Income Taxes](#i95324dec4c0b4b7c92b7966854e5a1c1_169) | | | | | | [98](#i95324dec4c0b4b7c92b7966854e5a1c1_169) | | | | | |

| | | | [Note 10. Equity](#i95324dec4c0b4b7c92b7966854e5a1c1_172) | | | | | | [102](#i95324dec4c0b4b7c92b7966854e5a1c1_172) | | | | | |

| | | | [Note 11. Share-Based Compensation](#i95324dec4c0b4b7c92b7966854e5a1c1_175) | | | | | | [104](#i95324dec4c0b4b7c92b7966854e5a1c1_175) | | | | | |

| | | | [Note 12. Employee Benefit Plans](#i95324dec4c0b4b7c92b7966854e5a1c1_178) | | | | | | [106](#i95324dec4c0b4b7c92b7966854e5a1c1_178) | | | | | |

| | | | [Note 15. Investments](#i95324dec4c0b4b7c92b7966854e5a1c1_190) | | | | | | [109](#i95324dec4c0b4b7c92b7966854e5a1c1_190) | | | | | |

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

| Property and equipment held for sale, net | | | | | | 40 | | | | | | — | | |

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

| Gain (loss) on derivatives | | | | | | 550 | | | | | | (38) | | | | | | 1,728 | | |

| Impairments | | | | | | 37 | | | | | | — | | | | | | — | | |

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

| Depreciation, depletion and amortization | | | | | | 2,980 | | | | | | 1,729 | | | | | | 1,527 | | |

| Property acquisitions | | | | | | (195) | | | | | | — | | | | | | — | | |

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

| Balance as of December 31, 2025 | | | | | | 239,249,874 | | | | | | $ | 2 | | | | | $ | 13,746 | | | | | $ | 4,830 | | | | | | | | | | | $ | 18,578 | |

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

Additionally, we evaluate the carrying value of our unproved properties and record impairment based on time or geologic factors.

Factors such as drilling results, reservoir performance, seismic interpretation, lease expiration dates or future plans to develop acreage is utilized in our evaluation of unproved properties.

When unproved properties are deemed to be impaired, this amount is reported in exploration expenses in our consolidated statements of operations.

See [Note 14](#i95324dec4c0b4b7c92b7966854e5a1c1_187) for further discussion of other property and equipment.

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

Generally our commodity sales contracts are less than 12 months in duration, however in certain cases we have long-term commodity sales contracts based on market prices at the time of delivery.

With these long-term contracts, the transaction price is variable and determined as physical delivery occurs.

As such, we have applied the practical expedient allowed in ASC 606 and do not disclose the aggregate amount of the transaction price allocated to performance obligations or when we expect to recognize revenues that are unsatisfied as of the end of the reporting period.

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

In December 2025, the FASB issued ASU 2025-11, *Interim Reporting (Topic 270): Narrow-Scope Improvements*.

ASU 2025-11 clarifies interim disclosure requirements and the applicability of Topic 270.

Additionally, ASU 2025-11 includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

This ASU is effective beginning with this annual report on Form 10-K and we have applied the updates retrospectively to impacted disclosures.

See [Note 9](#i95324dec4c0b4b7c92b7966854e5a1c1_169) for further discussion on our income taxes and [Note 17](#i95324dec4c0b4b7c92b7966854e5a1c1_199) for additional information on income taxes paid.

We consider the applicability and impact of all ASUs.

| | | | [Note](#ib7b801adb71e427e9563e3d1bc6b225c_163) [4](#ib7b801adb71e427e9563e3d1bc6b225c_163)[. Debt](#ib7b801adb71e427e9563e3d1bc6b225c_163) | | | | | | [91](#ib7b801adb71e427e9563e3d1bc6b225c_163) | | | | | |

| | | | [Note](#ib7b801adb71e427e9563e3d1bc6b225c_175) [7](#ib7b801adb71e427e9563e3d1bc6b225c_175)[. Leases](#ib7b801adb71e427e9563e3d1bc6b225c_175) | | | | | | [98](#ib7b801adb71e427e9563e3d1bc6b225c_175) | | | | | |

| | | | [Note](#ib7b801adb71e427e9563e3d1bc6b225c_178) [8](#ib7b801adb71e427e9563e3d1bc6b225c_178)[. Revenue](#ib7b801adb71e427e9563e3d1bc6b225c_178) | | | | | | [100](#ib7b801adb71e427e9563e3d1bc6b225c_178) | | | | | |

| | | | [Note](#ib7b801adb71e427e9563e3d1bc6b225c_181) [9](#ib7b801adb71e427e9563e3d1bc6b225c_181)[. Income Taxes](#ib7b801adb71e427e9563e3d1bc6b225c_181) | | | | | | [102](#ib7b801adb71e427e9563e3d1bc6b225c_181) | | | | | |

| | | | [Note 1](#ib7b801adb71e427e9563e3d1bc6b225c_184)[0](#ib7b801adb71e427e9563e3d1bc6b225c_184)[. Equity](#ib7b801adb71e427e9563e3d1bc6b225c_184) | | | | | | [106](#ib7b801adb71e427e9563e3d1bc6b225c_184) | | | | | |

| | | | [Note 1](#ib7b801adb71e427e9563e3d1bc6b225c_190)[2](#ib7b801adb71e427e9563e3d1bc6b225c_190)[. Employee Benefit Plans](#ib7b801adb71e427e9563e3d1bc6b225c_190) | | | | | | [111](#ib7b801adb71e427e9563e3d1bc6b225c_190) | | | | | |

| | | | [Note 15. Investments](#ib7b801adb71e427e9563e3d1bc6b225c_202) | | | | | | [114](#ib7b801adb71e427e9563e3d1bc6b225c_202) | | | | | |

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Southwestern Energy from its assessment of internal control over financial reporting as of December 31, 2024, because it was acquired by the Company in a purchase business combination during 2024.

We have also excluded Southwestern Energy from our audit of internal control over financial reporting.

Southwestern Energy is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 56% and 35%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

A company’s internal control over financial reporting

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

As a basis for using this work, the specialists’ qualifications were understood and the Company’s relationship with the specialists was assessed.

As described in Note 2 to the consolidated financial statements, on October 1, 2024, the Company completed the merger with Southwestern (“Southwestern Merger”) and recorded estimated fair values of the acquired proved natural gas and oil properties of approximately $10.0 billion.

As disclosed by management, management 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.

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 principal considerations for our determination that performing procedures relating to the valuation of proved natural gas and oil properties acquired in the Southwestern Merger is a critical audit matter are (i) the significant judgment by management, including the use of management’s specialists, when developing the fair value estimate of the proved natural gas and oil properties acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to future production volumes based on estimated reserves, future operating costs; future commodity prices escalated by an inflationary rate after three years, adjusted for differentials, and a market-based weighted average cost of capital by operating area; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to acquisition accounting, including controls over the valuation of proved natural gas and oil properties acquired.

These procedures also included, among others (i) reading the merger agreement; (ii) testing management’s process for developing the fair value estimate of proved natural gas and oil properties acquired; (iii) evaluating the appropriateness of the discounted cash flow model; (iv) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (v) evaluating the reasonableness of the significant assumptions used by management related to future production volumes based on estimated reserves, future operating costs, future commodity prices escalated by an inflationary rate after three years, adjusted for differentials, and a market-based weighted average cost of capital by operating area.

Evaluating the reasonableness of management’s assumption related to future operating costs involved considering the reasonableness of the costs as compared to the past performance of the acquired business.

Evaluating the reasonableness of management’s assumption related to future commodity prices, adjusted for differentials, involved comparing the prices against observable market data and evaluating the reasonableness of the differentials as compared to the past performance of the acquired business.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model; (ii) the reasonableness of the market-based weighted average cost of capital by operating area assumption; and (iii) the reasonableness of the inflationary rate after three years used to escalate commodity prices.

The work of management’s specialists was used in performing procedures to evaluate the reasonableness of the future production volumes based on estimated reserves used in the discounted cash flow model.

The procedures performed also included evaluating the methods and assumptions used by the specialists, testing the completeness and accuracy of the data used by the specialists related to historical production volumes, and evaluating the specialists’ findings related to future production volumes by comparing the future production volumes to relevant historical and current period production volumes, as applicable.

February 26, 2025

EXPAND ENERGY CORPORATION AND SUBSIDIARIES

| Deemed dividend on warrants | | | | | | — | | | | | | — | | | | | | (67) | | |

| Balance as of December 31, 2021 | | | | | | 117,917,349 | | | | | | $ | 1 | | | | | $ | 4,845 | | | | | $ | 825 | | | | | | | | | | | $ | 5,671 | |

| Issuance of common stock for Marcellus Acquisition | | | | | | 9,442,185 | | | | | | — | | | | | | 764 | | | | | | — | | | | | | | | | | | | 764 | | |

| Share-based compensation | | | | | | 174,740 | | | | | | — | | | | | | 21 | | | | | | — | | | | | | | | | | | | 21 | | |

| Issuance of common stock for warrant exercise | | | | | | 2,102,244 | | | | | | — | | | | | | 27 | | | | | | — | | | | | | | | | | | | 27 | | |

| Deemed dividend on warrants | | | | | | — | | | | | | — | | | | | | — | | | | | | (67) | | | | | | | | | | | | (67) | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

These acquisition-related costs are included within other operating expense, net within our consolidated statements of operations.

Certain data necessary to complete the purchase price allocation is not yet available, and includes, but is not limited to, final tax returns that provide the underlying tax basis of Southwestern’s assets and liabilities and final appraisals of assets acquired and liabilities assumed.

We expect to complete the purchase price allocation during the 12-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate.

____________________________________________

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 [added: Interim] Chief Executive Officer and [added: 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 [added: Interim] Chief Executive Officer and [added: Interim] Chief Financial Officer concluded as of December 31, [removed: 2024] [added: 2025] that our disclosure controls and procedures were effective.

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our 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, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which appears herein.

| [added: Chairman of the Board, Interim] President and Chief Executive Officer | | | | | | | | | | | | | | |

| [removed: Executive] Vice [removed: President and] [added: President, Interim] Chief Financial Officer [added: and Treasurer] | | | | | | | | | | | | | | |

| /s/ MICHAEL A. WICHTERICH | | | | | | | | | | | | | | |

| Michael A. Wichterich | | | | | | | | | | | | | | |

| /s/ BRITTANY RAIFORD | | | | | | | | | | | | | | |

| Brittany Raiford | | | | | | | | | | | | | | |

| February 18, 2026 | | | | | | | | | | | | | | |

[TABLE OF CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)

Management’s assessment and conclusion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 excludes an assessment of the internal control over financial reporting of Southwestern Energy, which was acquired in a business combination on October 1, 2024.

Southwestern Energy represents approximately 56% of our consolidated total assets as of December 31, 2024 and approximately 35% of our consolidated revenues for the year ended December 31, 2024.

| /s/ DOMENIC J. DELL'OSSO, JR. | | | | | | | | | | | | | | |

| Domenic J. Dell'Osso, Jr. | | | | | | | | | | | | | | |

| /s/ MOHIT SINGH | | | | | | | | | | | | | | |

| Mohit Singh | | | | | | | | | | | | | | |

| February 26, 2025 | | | | | | | | | | | | | | |

During the three months ended December 31, [removed: 2024,] [added: 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.

[TABLE OF CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)

*Compensatory Arrangements*

On February 21, 2025, our Compensation Committee approved a supplement to outstanding restricted stock unit and performance share unit award agreements under the LTIP (the “Global Supplement”) held by certain of our employees, including our executive officers.

The Global Supplement provides for a pro rata acceleration and vesting of such awards in connection with a termination by the Company without Cause (as defined in the LTIP); provided, however, that such acceleration will not apply (1) if the holder of such awards has not been employed for at least one year as of the date of termination or (2) if such awards are already subject to full acceleration pursuant to another agreement with the Company.

This summary of the Global Supplement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Global Supplement, which is filed as Exhibit 10.34 to this Annual Report on Form 10-K and incorporated herein by reference.

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, [removed: 2024] [added: 2025] (the [removed: “2025] [added: “2026] Proxy Statement”).

The information called for by this Item 11 is incorporated herein by reference to the [removed: 2025] [added: 2026] Proxy Statement.

The information called for by this Item 12 is incorporated herein by reference to the [removed: 2025] [added: 2026] Proxy Statement.

The information called for by this Item 13 is incorporated herein by reference to the [removed: 2025] [added: 2026] Proxy Statement.

The information called for by this Item 14 is incorporated herein by reference to the [removed: 2025] [added: 2026] Proxy Statement.

[TABLE OF [removed: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)][added: CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)]

Expand Energy's consolidated financial statements are included in [Item 8 of Part [removed: II](#ib7b801adb71e427e9563e3d1bc6b225c_124)] [added: II](#i95324dec4c0b4b7c92b7966854e5a1c1_121)] of this report.

| [removed: 2.2] [added: 10.25] | | | | | | [removed: [Partnership Interest Purchase] [added: [Registration Rights] Agreement [added: dated March 9, 2022,] by and among [added: 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) [removed: LLC (collectively, as Sellers) and Chesapeake Energy Corporation and its affiliates, dated as of January 24, 2022.](https://www.sec.gov/Archives/edgar/data/895126/000089512622000029/ex1036chiefpartnershipinte.htm)] [added: LLC.](https://www.sec.gov/Archives/edgar/data/895126/000089512622000036/ex101registrationrightsagr.htm)] | | | | | | [removed: 10-K] [added: 8-K] | | | | | | 001-13726 | | | | | | [removed: 10.36] [added: 10.1] | | | | | | [removed: 2/24/2022] [added: 3/9/2022] | | | | | | | | |

| [removed: 2.5*] [added: 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](https://www.sec.gov/Archives/edgar/data/895126/000110465924003344/tm243107d1_ex2-1.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 2.1 | | | | | | 1/11/2024 | | | | | | | | |

| 3.1 | | | | | | [removed: [Third](https://www.sec.gov/Archives/edgar/data/895126/000110465924104976/tm2425151d1_ex3-1.htm) [Amended] [added: [Third Amended] and Restated Certificate of Incorporation of Expand Energy Corporation.](https://www.sec.gov/Archives/edgar/data/895126/000110465924104976/tm2425151d1_ex3-1.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 3.1 | | | | | | 10/1/2024 | | | | | | | | |

[TABLE OF [removed: CONTENTS](#ib7b801adb71e427e9563e3d1bc6b225c_7)][added: CONTENTS](#i95324dec4c0b4b7c92b7966854e5a1c1_7)]

| 10.7 | | | | | | [Form of Indemnity Agreement.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex107xformofindemnitya.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-13726] | | | | | | [added: 10.7] | | | | | | [added: 2/26/2025] | | | | | | [removed: X] | | |

| 10.8† | | | | | | [Expand Energy Corporation 2021 Long Term Incentive Plan.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex108xexpandenergycorp.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-13726] | | | | | | [added: 10.8] | | | | | | [added: 2/26/2025] | | | | | | [removed: X] | | |

| 10.13† | | | | | | [Amendment to [removed: the](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1013xamendmenttothee.htm) [Expand](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1013xamendmenttothee.htm) [Energy] [added: the Expand Energy] Corporation 2021 Long Term Incentive Plan.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1013xamendmenttothee.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-13726] | | | | | | [added: 10.13] | | | | | | [added: 2/26/2025] | | | | | | [removed: X] | | |

| 10.14† | | | | | | [Form of Executive/Employee Restricted Stock Unit Award Agreement [removed: for](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1014xformofexecutive.htm) [Expand Ener](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1014xformofexecutive.htm)[gy Corporation](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1014xformofexecutive.htm) [2021] [added: for Expand Energy Corporation 2021] Long Term Incentive [removed: Pla](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1014xformofexecutive.htm)[n.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1014xformofexecutive.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/895126/000089512626000011/ex1014-formofexecutiveempl.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.15† | | | | | | [Form of Non-Employee Director Restricted Stock Unit Award Agreement [removed: for](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1015formofnonxemploy.htm) [Expand] [added: for Expand] Energy [removed: Corporation](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1015formofnonxemploy.htm) [2021] [added: Corporation 2021] Long Term Incentive [removed: Pla](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1015formofnonxemploy.htm)[n.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1015formofnonxemploy.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1015formofnonxemploy.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-13726] | | | | | | [added: 10.15] | | | | | | [added: 2/26/2025] | | | | | | [removed: X] | | |

| 10.16† | | | | | | [Form of Performance Share Unit Award (Absolute TSR) [removed: for](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1016formofpsuagreeme.htm) [Expand] [added: for Expand] Energy [removed: Corporation](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1016formofpsuagreeme.htm) [2021] [added: Corporation 2021] Long Term Incentive [removed: Pla](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1016formofpsuagreeme.htm)[n.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1016formofpsuagreeme.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/895126/000089512626000011/ex1016formofpsuagreementab.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.17† | | | | | | [Form of Performance Share Unit Award (Relative TSR) [removed: for](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1017formofpsuagreeme.htm) [Expand] [added: for Expand] Energy [removed: Corporation](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1017formofpsuagreeme.htm) [2021] [added: Corporation 2021] Long Term Incentive [removed: Pla](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1017formofpsuagreeme.htm)[n.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1017formofpsuagreeme.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/895126/000089512626000011/ex1017formofpsuagreementre.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.18† | | | | | | [removed: [Expand](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1018xexpandenergycor.htm) [Energy] [added: [Expand Energy] Corporation Executive Severance [removed: Pla](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1018xexpandenergycor.htm)[n.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1018xexpandenergycor.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1018xexpandenergycor.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-13726] | | | | | | [added: 10.18] | | | | | | [added: 2/26/2025] | | | | | | [removed: X] | | |

| 10.19† | | | | | | [Form of Participation Agreement pursuant [removed: to](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1019xexpandenergycor.htm) [Expand](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1019xexpandenergycor.htm) [Energy] [added: to Expand Energy] Corporation Executive Severance [removed: Pla](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1019xexpandenergycor.htm)[n.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1019xexpandenergycor.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1019xexpandenergycor.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-13726] | | | | | | [added: 10.19] | | | | | | [added: 2/26/2025] | | | | | | [removed: X] | | |

| [removed: 10.20†] [added: 10.22†] | | | | | | [Second Amendment to the Expand Energy Corporation 2021 Long Term Incentive Plan.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1020xsecondamendment.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-13726] | | | | | | [added: 10.20] | | | | | | [added: 2/26/2025] | | | | | | [removed: X] | | |

| [removed: 10.21] [added: 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.](https://www.sec.gov/Archives/edgar/data/0000895126/000110465921133037/tm2131688d1_ex4-1.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 4.1 | | | | | | 11/2/2021 | | | | | | | | |

| [removed: 10.22] [added: 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.](https://www.sec.gov/Archives/edgar/data/0000895126/000110465921133037/tm2131688d1_ex4-2.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 4.2 | | | | | | 11/2/2021 | | | | | | | | |

| [removed: 10.23] [added: 10.26] | | | | | | [Registration Rights Agreement dated March 9, 2022, by and among the Company and [removed: The Jan & Trevor Rees-Jones Revocable Trust, Rees-Jones Family Holdings, LP, Chief E&D Participants, LP, and Chief E&D (GP) LLC.](https://www.sec.gov/Archives/edgar/data/895126/000089512622000036/ex101registrationrightsagr.htm)] [added: Radler 2000 Limited Partnership.](https://www.sec.gov/Archives/edgar/data/895126/000089512622000036/ex102registrationrightsagr.htm)] | | | | | | 8-K | | | | | | 001-13726 | | | | | | [removed: 10.1] [added: 10.2] | | | | | | 3/9/2022 | | | | | | | | |

| [removed: 10.25] [added: 10.27] | | | | | | [Form of Dealer Manager Agreement in connection with exchange offers for Warrants.](https://www.sec.gov/Archives/edgar/data/895126/000110465922092589/tm2223522d2_ex10-34.htm) | | | | | | S-4 | | | | | | 333-266961 | | | | | | 10.34 | | | | | | 8/18/2022 | | | | | | | | |

| [removed: 10.26] [added: 10.28] | | | | | | [Form of Tender and Support Agreement, dated September 12, 2022, in connection with exchange offers for Warrant.](https://www.sec.gov/Archives/edgar/data/895126/000110465922099099/tm2223522d6_ex10-35.htm) | | | | | | S-4/A | | | | | | 333-266961 | | | | | | 10.35 | | | | | | 9/12/2022 | | | | | | | | |

| [removed: 10.27] [added: 10.33] | | | | | | [removed: [Credit] [added: [Agreement No. 1 and Borrowing Base] Agreement, dated as of [removed: December 9, 2022,] [added: April 29, 2024,] among Chesapeake Energy Corporation, [removed: as borrower,] JPMorgan Chase Bank, N.A., as [removed: administrative agent,] [added: Administrative Agent,] and the lenders and other parties [removed: thereto.](https://www.sec.gov/Archives/edgar/data/895126/000089512622000193/ex1012022-12x09rblcreditag.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/895126/000089512624000108/chk-ex_101x20240630x10q.htm)] | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | 001-13726 | | | | | | 10.1 | | | | | | [removed: 12/12/2022] [added: 7/29/2024] | | | | | | | | |

| [removed: 10.28†] [added: 10.29†] | | | | | | [Form [removed: of](https://www.sec.gov/Archives/edgar/data/895126/000110465924003344/tm243107d1_ex10-1.htm) [Chesapeake](https://www.sec.gov/Archives/edgar/data/895126/000110465924003344/tm243107d1_ex10-1.htm) [Energy] [added: of Chesapeake Energy] Corporation Executive Letter Agreement](https://www.sec.gov/Archives/edgar/data/895126/000110465924003344/tm243107d1_ex10-1.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.1 | | | | | | 1/11/2024 | | | | | | | | |

| [removed: 10.29†] [added: 10.30†] | | | | | | [Letter Agreement with Chris Lacy, dated October 11, 2024.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1029xformofexecutive.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-13726] | | | | | | [added: 10.29] | | | | | | [added: 2/26/2025] | | | | | | [removed: X] | | |

| [removed: 10.30] [added: 10.31] | | | | | | [Indenture, dated as of December 2, 2024, by and between Expand Energy Corporation and Regions Bank, as Trustee.](https://www.sec.gov/Archives/edgar/data/895126/000110465924124578/tm2429756d1_ex4-1.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 4.1 | | | | | | 12/2/2024 | | | | | | | | |

| [removed: 10.31] [added: 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).](https://www.sec.gov/Archives/edgar/data/895126/000110465924124578/tm2429756d1_ex4-2.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 4.2 | | | | | | 12/2/2024 | | | | | | | | |

| [removed: 10.32] [added: 10.34] | | | | | | [removed: [Agreement No. 1 and Borrowing Base] [added: [Credit] Agreement, dated as of [removed: April 29, 2024,] [added: December 9, 2022 by and] among [added: Expand Energy Corporation (f/k/a] Chesapeake Energy [removed: Corporation,] [added: Corporation), the lenders from time to time party thereto and] JPMorgan Chase Bank, N.A., as Administrative [removed: Agent, and the lenders and other parties thereto.](https://www.sec.gov/Archives/edgar/data/895126/000089512624000108/chk-ex_101x20240630x10q.htm)] [added: Agent](https://www.sec.gov/Archives/edgar/data/895126/000110465924113482/tm2427195d1_ex10-1.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-13726 | | | | | | 10.1 | | | | | | [removed: 7/29/2024] [added: 11/1/2024] | | | | | | | | |

| [removed: 10.33] [added: 10.35] | | | | | | [removed: [Credit] [added: [Amended and Restated Credit] Agreement, dated as of [removed: December 9, 2022 by and among] [added: September 30, 2025,](https://www.sec.gov/Archives/edgar/data/895126/000110465925095028/tm2527435d1_ex10-1.htm) [by and](https://www.sec.gov/Archives/edgar/data/895126/000110465925095028/tm2527435d1_ex10-1.htm) [among] Expand Energy [removed: Corporation (f/k/a Chesapeake Energy Corporation),] [added: Corporation,] the [removed: lenders] [added: financial institutions] from time to time party [removed: thereto and] [added: thereto](https://www.sec.gov/Archives/edgar/data/895126/000110465925095028/tm2527435d1_ex10-1.htm) [as lenders](https://www.sec.gov/Archives/edgar/data/895126/000110465925095028/tm2527435d1_ex10-1.htm) [and] JPMorgan Chase Bank, N.A., as Administrative [removed: Agent](https://www.sec.gov/Archives/edgar/data/895126/000110465924113482/tm2427195d1_ex10-1.htm)] [added: Agent](https://www.sec.gov/Archives/edgar/data/895126/000110465925095028/tm2527435d1_ex10-1.htm)] | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.1 | | | | | | [removed: 11/1/2024] [added: 9/30/2025] | | | | | | | | |

| [removed: 10.34†] [added: 10.36†] | | | | | | [Global Supplement to Awards under the Expand Energy Corporation 2021 Long Term Incentive Plan](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex1034xglobalsupplemen.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-13726] | | | | | | [added: 10.34] | | | | | | [added: 2/26/2025] | | | | | | [removed: X] | | |

| 19.1 | | | | | | [Expand Energy Corporation Insider Trading Compliance Policy](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex_191xinsidertradingp.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-13726] | | | | | | [added: 19.1] | | | | | | [added: 2/26/2025] | | | | | | [removed: X] | | |

| 21 | | | | | | [Subsidiaries [removed: of](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex_21x20241231x10k.htm) [Expand](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex_21x20241231x10k.htm) [Energy Corporation.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/exe-ex_21x20241231x10k.htm)] [added: of Expand Energy Corporation.](https://www.sec.gov/Archives/edgar/data/895126/000089512626000011/exe-ex_21x20251231x10k.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of PricewaterhouseCoopers [removed: LLP.](https://www.sec.gov/Archives/edgar/data/895126/000089512625000021/ex2312024x12x31pwcconsent.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/895126/000089512626000011/ex2312025x12x31pwcconsent.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |