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

Introduction

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with management’s perspective on our financial condition, liquidity, results of operations and certain other factors that may affect our future results. The following discussion should be read together with the condensed consolidated financial statements included in Item 1 of Part I of this report and the consolidated financial statements included in Item 8 of our 2024 Form 10-K.

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

Expand Energy is the largest independent natural gas producer in the U.S., based on net daily production, and is focused on responsibly developing an abundant supply of natural gas, oil and NGL to expand energy access for all. Our operations are located in Louisiana 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 shareholder value through the responsible development of our significant resource plays while continuing to be a leading provider of natural gas to markets in need. We continue to focus on improving margins through operating efficiencies and financial discipline and improving our ESG performance. To accomplish these goals, we intend 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 dedicate capital to projects designed to reduce the environmental impact of our production activities.

Additionally, we aim to be conscientious in our efforts and how they will shape our approach to sustainability for the future and have established the following goals:

• Net zero (Scope 1 and 2) greenhouse gas emissions by 2035.

• Maintain 100% responsibly sourced gas (RSG) certification across our portfolio.

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Recent Developments

Southwestern Merger

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

Investment Grade Rating

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

Addition to the S&P 500 Index

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

Credit Facility

On September 30, 2025, the Company entered into an Amended and Restated Credit Agreement that, among other things, extended the 2025 Credit Facility’s maturity date from December 2027 to September 2030, with two one-year extension options available, each subject to the Lenders’ consent, increased the aggregate commitments under the 2025 Credit Facility from $2.5 billion to $3.5 billion with incremental capacity for additional commitments in an amount up to $1.0 billion, subject to the receipt of commitments thereto and certain customary conditions. The Credit Agreement also increased the sublimit available for the issuance of letters of credit from $500 million to $1.0 billion and increased the sublimit available for swingline loans from $50 million to $100 million. See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

Senior Notes Repayment

In January 2025, the $389 million aggregate principal of the 2025 Notes was repaid and terminated with cash on hand and borrowings on the Prior Credit Facility. Additionally, in March 2025, we redeemed the remaining $47 million aggregate principal of the 2026 Notes with cash on hand. During the Current Period, we redeemed approximately $103 million of our 6.750% Senior Notes due 2029, approximately $60 million of our 5.875% Senior Notes due 2029 and approximately $62 million of our 5.375% Senior Notes due 2029 through open market repurchases using cash on hand. See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

Repurchase Program and Enhanced Returns Framework

In October 2024, our Board of Directors authorized the Company to repurchase up to $1.0 billion, in aggregate, of the Company’s common stock and/or warrants. Additionally, we announced our enhanced capital returns framework which is designed to more effectively return cash to shareholders and reduce net debt. Our enhanced capital returns framework prioritizes paying the base dividend of $2.30 per share and $1.0 billion of annual net debt reduction in 2025, with 75% of any remaining free cash flow distributed, as market conditions warrant, through share repurchases and additional dividend payments. During the Current Period, we repurchased 0.9 million shares for an aggregate price of $100 million.

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Economic and Market Conditions

Geopolitical risk and policy uncertainty continue to drive volatility in natural gas, oil and NGL prices, while macroeconomic headwinds in key consuming countries could impact global growth prospects, potentially affecting supply and demand for energy commodities. Domestically, the natural gas market balance continued to loosen modestly during the third quarter as robust production, reduced demand, and seasonal consumption patterns offset increasing structural demand gains from LNG and industrials, putting downward pressure on near-term pricing. Our future estimated cash flow is partially protected from commodity price volatility due to our current hedge positions that provide a floor price on approximately half of our projected gas volumes through the end of 2026 with significant upside participation via costless collars. For the foreseeable future, we believe our operational flexibility, cost structure and liquidity position will enable us to successfully navigate continued price volatility.

We continue to monitor factors impacting commodity supply and demand situations, including tariffs on steel, and assess their impact on our business, including business partners and customers. As part of the Southwestern Merger, we assumed Southwestern’s oilfield service business that will allow for some vertical integration of our exploration and production operations, which may help to control costs and secure inputs for our operations. For additional discussion regarding risk associated with price volatility and economic uncertainty, see Part I, Item 1A “Risk Factors” in our 2024 Form 10-K.

Liquidity and Capital Resources

Liquidity Overview

Our primary sources of capital resources and liquidity are internally generated cash flows from operations and borrowings under our 2025 Credit Facility, and our primary uses of cash are for the development of our natural gas and oil properties, acquisitions of additional natural gas and oil properties, repayments of debt and return of value to stockholders through dividends and equity repurchases. We believe our cash flow from operations, cash on hand and unused borrowing capacity under the 2025 Credit Facility, as discussed below, will provide sufficient liquidity during the next 12 months and the foreseeable future. As of September 30, 2025, we had $4.1 billion of liquidity available, including $0.6 billion of cash on hand and $3.5 billion of aggregate unused borrowing capacity available under the 2025 Credit Facility. As of September 30, 2025, we had no outstanding borrowings under our 2025 Credit Facility.

Further, we may from time to time seek to retire, refinance or amend some or all of our outstanding debt or debt agreements through exchanges, open market purchases, privately negotiated transactions, tender offers or otherwise. Such transactions, if any, and the terms thereof, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved in such financing transactions may be material. See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion of our debt obligations, including principal and carrying amounts of our senior notes.

Dividends

On October 28, 2025, we declared a base quarterly dividend payable of $0.575 per share, which will be paid on December 4, 2025 to stockholders of record at the close of business on November 13, 2025.

The declaration and payment of any future dividend, whether fixed or variable, will remain at the full discretion of the Board 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 governing the 2025 Credit Facility and (iv) the terms and provisions of the indentures governing its 5.875% Senior Notes due 2029, 6.750% Senior Notes due 2029 and 5.70% Senior Notes due 2035 as well as the senior 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.

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Derivative and Hedging Activities

Our results of operations and cash flows are impacted by changes in market prices for natural gas, oil and NGL. We enter into various derivative instruments to mitigate a portion of our exposure to commodity price declines, but these transactions may also limit our cash flows in periods of rising commodity prices. Our natural gas, oil and NGL derivative activities, when combined with our sales of natural gas, oil and NGL, allow us to better predict the total revenue we expect to receive. See Item 3. Quantitative and Qualitative Disclosures About Market Risk included in Part I of this report for further discussion on the impact of commodity price risk on our financial position.

Contractual Obligations and Off-Balance Sheet Arrangements

As of September 30, 2025, our material contractual obligations include repayment of senior notes, derivative obligations, asset retirement obligations, lease obligations, undrawn letters of credit and various other commitments we enter into in the ordinary course of business that could result in future cash obligations. In addition, we have contractual commitments with midstream companies and pipeline carriers for future gathering, processing and transportation of natural gas to move certain of our production to market. The estimated gross undiscounted future commitments under these agreements were approximately $9.8 billion as of September 30, 2025. As discussed above, we believe our existing sources of liquidity will be sufficient to fund our near and long-term contractual obligations. See Notes 4, 5 and 11 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

Credit Facility

On September 30, 2025, we entered into the Amended and Restated Credit Agreement, maturing in September 2030. The 2025 Credit Facility provides for aggregate commitments of $3.5 billion, with a $1.0 billion sublimit available for the issuance of letters of credit and a $100 million sublimit available for swingline loans. Borrowings under the Credit Agreement may be alternate base rate loans or term SOFR loans, at the Company’s election. As of September 30, 2025, we had approximately $3.5 billion available for borrowings under the 2025 Credit Facility.

See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

Capital Expenditures

For the year ending December 31, 2025, we currently expect to complete and turn in line 250 to 280 gross wells utilizing approximately 11 to 13 rigs and plan to invest between approximately $2.8 – $2.9 billion in capital expenditures. We currently plan to fund our 2025 capital program through cash on hand, expected cash flow from our operations and borrowings under our 2025 Credit Facility. We may alter or change our plans with respect to our capital program and expected capital expenditures based on developments in our business, our financial position, our industry or any of the markets in which we operate.

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Sources and (Uses) of Cash and Cash Equivalents

The following table presents the sources and uses of our cash and cash equivalents for the periods presented:

						Nine Months Ended September 30,
						2025						2024
Cash provided by operating activities						$	3,619					$	1,183
Proceeds from divestitures of property and equipment						19						17
Receipts of deferred consideration						116						116
Proceeds from warrant exercise						22						1
Capital expenditures						(1,995)						(1,021)
Property acquisitions						(69)						—
Contributions to investments						(14)						(71)
Cash paid to purchase debt						(663)						—
Cash paid to repurchase and retire common stock						(100)						—
Cash paid for common stock dividends						(628)						(254)
Debt issuance and other financing costs						(11)						(4)
Net increase (decrease) in cash, cash equivalents and restricted cash						$	296					$	(33)

Cash Flow from Operating Activities

Cash provided by operating activities was $3,619 million and $1,183 million during the Current Period and Prior Period, respectively. The increase during the Current Period is primarily due to increased sales volumes, including those related to the Southwestern Merger, as well as higher prices for the natural gas, oil and NGL we sold. Cash flows from operations are largely affected by the same factors that affect our net income (loss), excluding various non-cash items, such as depreciation, depletion and amortization, certain impairments, gains or losses on sales of assets, deferred income taxes and mark-to-market changes in our open derivative instruments. See further discussion below under Results of Operations.

Receipts of Deferred Consideration

During both the Current Period and Prior Period, we received $116 million in deferred consideration associated with our Eagle Ford divestiture transactions. See Note 2 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

Capital Expenditures

Our capital expenditures increased during the Current Period compared to the Prior Period, primarily as a result of increased drilling and completion activity within our operating areas, including those related to the Southwestern Merger. See Note 2 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

Property Acquisitions

Property acquisitions during the Current Period primarily relate to undeveloped leasehold acquired in Southwest Appalachia.

Contributions to Investments

During the Current Period, contributions to investments primarily related to capitalized interest on our investment with Momentum Sustainable Ventures LLC. During the Prior Period, contributions to investments primarily consisted of contributions to our investment with Momentum Sustainable Ventures LLC to build a new natural gas gathering pipeline and carbon capture project, the NG3 pipeline. On October 1, 2025, the NG3 pipeline was placed in service and began gathering operations. See Note 12 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

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Cash Paid to Purchase Debt

During the Current Period, the $389 million aggregate principal of the 2025 Notes was repaid and terminated upon maturity with cash on hand and borrowings under the Prior Credit Facility, of which the Prior Credit Facility borrowings were subsequently repaid. Additionally, we redeemed the remaining $47 million aggregate principal of the 2026 Notes using cash on hand. During the Current Period, we also redeemed approximately $103 million of our 6.750% Senior Notes due 2029, approximately $60 million of our 5.875% Senior Notes due 2029 and approximately $62 million of our 5.375% Senior Notes due 2029 through open market repurchases using cash on hand. See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

Cash Paid to Repurchase and Retire Common Stock

On October 22, 2024, our Board of Directors authorized repurchases of up to $1.0 billion, in aggregate, of the Company’s common stock and/or warrants under a share repurchase program. During the Current Period, we repurchased 0.9 million shares for an aggregate price of $100 million. The shares of common stock repurchased during the Current Period were retired and recorded as a reduction to common stock and retained earnings. See Note 9 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

Cash Paid for Common Stock Dividends

As part of our dividend program, we paid common stock dividends of $628 million and $254 million during the Current Period and Prior Period, respectively. See Note 9 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

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Results of Operations

The results of operations discussed below include amounts pertaining to Southwestern after the merger closed on October 1, 2024.

Natural Gas, Oil and NGL Production and Average Sales Prices

						Three Months Ended September 30, 2025
						Natural Gas												Oil												NGL												Total
						MMcf per day						$/Mcf						MBbl per day						$/Bbl						MBbl per day						$/Bbl						MMcfe per day						$/Mcfe
Haynesville						3,206						2.80						—						—						—						—						3,206						2.80
Northeast Appalachia						2,556						2.29						—						—						—						—						2,556						2.29
Southwest Appalachia						959						2.64						17						53.50						85						21.40						1,571						3.36
Total						6,721						2.58						17						53.50						85						21.40						7,333						2.74
Average NYMEX Price												3.07												64.93
Average Realized Price (including realized derivatives)												2.81												54.66												21.62												2.95
						Three Months Ended September 30, 2024
						Natural Gas												Oil												NGL												Total
						MMcf per day						$/Mcf						MBbl per day						$/Bbl						MBbl per day						$/Bbl						MMcfe per day						$/Mcfe
Haynesville						1,116						1.88						—						—						—						—						1,116						1.88
Northeast Appalachia						1,531						1.51						—						—						—						—						1,531						1.51
Total						2,647						1.67						—						—						—						—						2,647						1.67
Average NYMEX Price												2.16												—
Average Realized Price (including realized derivatives)												2.51												—												—												2.51

						Nine Months Ended September 30, 2025
						Natural Gas												Oil												NGL												Total
						MMcf per day						$/Mcf						MBbl per day						$/Bbl						MBbl per day						$/Bbl						MMcfe per day						$/Mcfe
Haynesville						2,935						3.11						—						—						—						—						2,935						3.11
Northeast Appalachia						2,628						2.90						—						—						—						—						2,628						2.90
Southwest Appalachia						961						3.04						16						56.59						81						24.81						1,546						3.79
Total						6,524						3.01						16						56.59						81						24.81						7,109						3.18
Average NYMEX Price												3.39												66.70
Average Realized Price (including realized derivatives)												3.09												57.63												24.48												3.25

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						Nine Months Ended September 30, 2024
						Natural Gas												Oil												NGL												Total
						MMcf per day						$/Mcf						MBbl per day						$/Bbl						MBbl per day						$/Bbl						MMcfe per day						$/Mcfe
Haynesville						1,261						1.88						—						—						—						—						1,261						1.88
Northeast Appalachia						1,601						1.65						—						—						—						—						1,601						1.65
Total						2,862						1.75						—						—						—						—						2,862						1.75
Average NYMEX Price												2.10												—
Average Realized Price (including realized derivatives)												2.64												—												—												2.64

Natural Gas, Oil and NGL Sales

						Three Months Ended September 30, 2025
						Natural Gas						Oil						NGL						Total
Haynesville						$	826					$	—					$	—					$	826
Northeast Appalachia						538						—						—						538
Southwest Appalachia						233						86						167						486
Total natural gas, oil and NGL sales						$	1,597					$	86					$	167					$	1,850
						Three Months Ended September 30, 2024
						Natural Gas						Oil						NGL						Total
Haynesville						$	194					$	—					$	—					$	194
Northeast Appalachia						213						—						—						213
Total natural gas, oil and NGL sales						$	407					$	—					$	—					$	407

						Nine Months Ended September 30, 2025
						Natural Gas						Oil						NGL						Total
Haynesville						$	2,492					$	—					$	—					$	2,492
Northeast Appalachia						2,081						—						—						2,081
Southwest Appalachia						798						250						550						1,598
Natural gas, oil and NGL revenue						$	5,371					$	250					$	550					$	6,171

						Nine Months Ended September 30, 2024
						Natural Gas						Oil						NGL						Total
Haynesville						$	652					$	—					$	—					$	652
Northeast Appalachia						722						—						—						722
Natural gas, oil and NGL revenue						$	1,374					$	—					$	—					$	1,374

Natural gas, oil and NGL sales during the Current Quarter increased $1,443 million compared to the Prior Quarter. Increased volumes across all of our operating areas, which were primarily driven by the Southwestern Merger, resulted in a $1,200 million increase during the Current Quarter. Additionally, higher average prices, which were consistent with the upward trend in index prices for all products, drove a $243 million increase.

Natural gas, oil and NGL sales during the Current Period increased $4,797 million compared to the Prior Period. Increased volumes across all of our operating areas, which were primarily driven by the Southwestern Merger, resulted in a $3,718 million increase during the Current Period. Additionally, higher average prices, which were consistent with the upward trend in index prices for all products, drove a $1,079 million increase.

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Production Expenses

						Three Months Ended September 30,																								Nine Months Ended September 30,
						2025												2024												2025												2024
												$/Mcfe												$/Mcfe												$/Mcfe												$/Mcfe
Haynesville						$	79					0.27						$	32					0.32						$	216					0.27						$	100					0.29
Northeast Appalachia						43						0.18						18						0.13						118						0.16						58						0.13
Southwest Appalachia						47						0.32						—						—						133						0.31						—						—
Total production expenses						$	169					0.25						$	50					0.21						$	467					0.24						$	158					0.20

Production expenses during the Current Quarter and Current Period increased $119 million and $309 million compared to the Prior Quarter and Prior Period, respectively. The increases were primarily related to the Southwestern Merger and increased volumes across all of our operating areas.

Gathering, Processing and Transportation Expenses

						Three Months Ended September 30,																								Nine Months Ended September 30,
						2025												2024												2025												2024
												$/Mcfe												$/Mcfe												$/Mcfe												$/Mcfe
Haynesville						$	211					0.72						$	49					0.48						$	568					0.71						$	165					0.48
Northeast Appalachia						201						0.85						103						0.73						630						0.88						314						0.72
Southwest Appalachia						196						1.36						—						—						536						1.27						—						—
Total GP&T						$	608					0.90						$	152					0.62						$	1,734					0.89						$	479					0.61

Gathering, processing and transportation expenses during the Current Quarter and Current Period increased $456 million and $1,255 million compared to the Prior Quarter and Prior Period, respectively. These increases were primarily related to increased volumes and rates across all of our operating areas due to the Southwestern Merger.

Severance and Ad Valorem Taxes

						Three Months Ended September 30,																								Nine Months Ended September 30,
						2025												2024												2025												2024
												$/Mcfe												$/Mcfe												$/Mcfe												$/Mcfe
Haynesville						$	18					0.06						$	8					0.07						$	49					0.06						$	48					0.14
Northeast Appalachia						8						0.03						3						0.02						24						0.03						10						0.02
Southwest Appalachia						22						0.15						—						—						72						0.17						—						—
Total severance and ad valorem taxes						$	48					0.07						$	11					0.04						$	145					0.07						$	58					0.07

Severance and ad valorem taxes during the Current Quarter increased $37 million compared to the Prior Quarter. The increase was primarily related to the Southwestern Merger, which impacted each of our operating areas.

Severance and ad valorem taxes during the Current Period increased $87 million compared to the Prior Period. The increase was primarily related to a $97 million increase due to the Southwestern Merger, which impacted each of our operating areas. The increase due to the Southwestern Merger was partially offset by a decrease in Haynesville statutory severance tax rates, which resulted in a per unit decrease.

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Natural Gas, Oil and NGL Derivatives

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Natural gas derivatives - realized gains						$	138					$	206					$	135					$	696
Natural gas derivatives - unrealized gains (losses)						312						(145)						175						(495)
Total gains on natural gas derivatives						$	450					$	61					$	310					$	201
Oil derivatives - realized gains						$	2					$	—					$	4					$	—
Oil derivatives - unrealized losses						(2)						—						(1)						—
Total gains on oil derivatives						$	—					$	—					$	3					$	—
NGL derivatives - realized gains (losses)						$	2					$	—					$	(7)					$	—
NGL derivatives - unrealized gains (losses)						(1)						—						8						—
Total gains on NGL derivatives						$	1					$	—					$	1					$	—
Contingent consideration unrealized gains (losses)						$	—					$	(15)					$	—					$	6
Total gains on natural gas, oil and NGL derivatives						$	451					$	46					$	314					$	207

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

General and Administrative Expenses

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Total G&A, net						$	45					$	39					$	132					$	133
G&A, net per Mcfe						$	0.07					$	0.16					$	0.07					$	0.17

Total general and administrative expenses, net during the Current Quarter increased compared to the Prior Quarter due to the increase in employee compensation and benefits as a result of the Southwestern Merger, which was partially offset by increases in allocations and reimbursements due to increased drilling and production activity. Total general and administrative expenses, net during the Current Period decreased compared to the Prior Period as the increase in employee compensation and benefits, as a result of the Southwestern Merger, was offset by a corresponding increase in allocations and reimbursements due to increased drilling and production activity.

The per unit decreases in total general and administrative expenses, net during the Current Quarter and Current Period are due to increased production volumes as a result of the Southwestern Merger.

Separation and Other Termination Costs

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

Depreciation, Depletion and Amortization

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
DD&A						$	741					$	335					$	2,221					$	1,082
DD&A per Mcfe						$	1.10					$	1.38					$	1.14					$	1.38

The absolute increase in depreciation, depletion and amortization for the Current Quarter and Current Period compared to the Prior Quarter and Prior Period is primarily related to the Southwestern Merger. Depreciation,

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depletion and amortization per Mcfe decreased during the Current Quarter and Current Period compared to the Prior Quarter and Prior Period due to lower depletion rates on wells acquired in the Southwestern Merger.

Other Operating Expense (Income), Net

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Other operating expense (income), net						$	(37)					$	22					$	23					$	55

During the Current Quarter, other operating expense (income), net included favorable legal settlements of approximately $40 million. During the Prior Quarter, we recognized approximately $17 million of costs related to the Southwestern Merger, which included legal fees, consulting fees and financial advisory fees.

During the Current Period and Prior Period, we recognized approximately $53 million and $43 million, respectively, of costs related to the Southwestern Merger, which included employee expenses, legal fees, consulting fees and financial advisory fees. Additionally, during the Current Period, other operating expense (income), net included favorable legal settlements of approximately $40 million.

Interest Expense

						Three Months Ended September 30,												Nine Months Ended September 30,
						2025						2024						2025						2024
Interest expense on debt						$	72					$	34					$	223					$	98
Amortization of premium, discount, issuance costs and other						2						(3)						4						(8)
Capitalized interest						(17)						(11)						(51)						(31)
Total interest expense						$	57					$	20					$	176					$	59

The increase in total interest expense during the Current Quarter and Current Period compared to the Prior Quarter and Prior Period was primarily due to our assumption of Southwestern’s Senior Notes as a result of the Southwestern Merger, which resulted in an increase in interest expense on debt. Capitalized interest increased during the Current Quarter and Current Period compared to the Prior Quarter and Prior Period primarily as a result of increased capital activity following the completion of the Southwestern Merger.

See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for additional discussion.

Income Taxes

The projected full year current and deferred taxes are allocated to the Current Period based on the proportion of year-to-date pre-tax book income to the projected full year pre-tax book income. As a result, an income tax expense of $329 million was recorded for the Current Period. Of this amount, $9 million was related to current taxes and $320 million was related to deferred taxes. An income tax benefit of $105 million was recorded for the Prior Period. That amount was entirely related to projections of deferred federal and state income taxes. Our effective income tax rate was 20.6% and 25.0% during the Current Period and the Prior Period, respectively. Our effective tax rate can fluctuate due to the impact of discrete items, state income taxes and permanent differences. The OBBBA and its provisions contributed to a reduction in the Company’s expected current tax expense and is expected to have a material reduction to tax expense in future years. See Note 8 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for a discussion of income taxes.

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Forward-Looking Statements

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements include our current expectations or forecasts of future events, including matters relating to armed conflict and instability in Europe and the Middle East, 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, and the amount and timing of, cash dividends and/or repurchase common stock or notes, our ability to capture synergies and our ESG initiatives. Forward-looking and other statements in this Form 10-Q regarding our environmental, social and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking environmental, social and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Forward-looking statements often address our expected future business, financial performance and financial condition, and often contain words such as “aim,” “predict,” “should,” "expect," “could,” “may,” "anticipate," "intend," "plan," “ability,” "believe," "seek," "see," "will," "would," “estimate,” “forecast,” "target," “guidance,” “outlook,” “opportunity” or “strategy.”

Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, they are inherently subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. No assurance can be given that such forward-looking statements will be correct or achieved or that the assumptions are accurate or will not change over time. Particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include:

• reduced demand for natural gas, oil and NGLs;

• negative public perceptions of our industry;

• competition in the natural gas and oil exploration and production industry;

• the volatility of natural gas, oil and NGL prices, which are affected by general economic and business conditions, as well as increased demand for (and availability of) alternative fuels and electric vehicles;

• risks from regional epidemics or pandemics and related economic turmoil, including supply chain constraints;

• write-downs of our natural gas and oil asset carrying values due to low commodity prices;

• significant capital expenditures are required to replace our reserves and conduct our business;

• our ability to replace reserves and sustain production;

• uncertainties inherent in estimating quantities of natural gas, oil and NGL reserves and projecting future rates of production and the amount and timing of development expenditures;

• drilling and operating risks and resulting liabilities;

• our ability to generate profits or achieve targeted results in drilling and well operations;

• leasehold terms expiring before production can be established;

• risks from our commodity price risk management activities;

• uncertainties, risks and costs associated with natural gas and oil operations;

• our need to secure adequate supplies of water for our drilling operations and to dispose of or recycle the water used;

• pipeline and gathering system capacity constraints and transportation interruptions;

• risks related to our plans to participate in the global LNG value chain;

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• terrorist activities and/or cyber-attacks adversely impacting our operations;

• risks from failure to protect personal information and data and compliance with data privacy and security laws and regulations;

• disruption of our business by natural or human causes beyond our control;

• a deterioration in general economic, business or industry conditions;

• the impact of inflation and commodity price volatility, including as a result of decisions made by OPEC+ and armed conflict and instability in Europe and the Middle East, along with the effects of the current global economic environment, on our business, financial condition, employees, contractors, vendors and the global demand for natural gas and oil and on U.S. and global financial markets;

• our inability to access the capital markets on favorable terms;

• the limitations on our financial flexibility due to our level of indebtedness and restrictive covenants from our indebtedness;

• challenges with employee retention and increasingly competitive labor market;

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

• security threats, including cybersecurity threats and disruptions to our business and operations from breaches of our information technology systems, or from breaches of information technology systems of third parties with whom we transact business;

• our ability to achieve and maintain ESG certifications, goals and commitments;

• legislative, regulatory and ESG initiatives, including those addressing the impact of climate change or further regulating hydraulic fracturing, methane emissions, flaring or water disposal;

• federal and state tax proposals affecting our industry;

• risks related to an annual limitation on the utilization of our tax attributes, which was triggered upon the completion of the Southwestern Merger, as well as trading in our common stock, additional issuance of common stock, and certain other stock transactions, which could lead to an additional, potentially more restrictive, annual limitation; and

• other factors that are described under Risk Factors in Item 1A of our 2024 Form 10-K.

We caution you not to place undue reliance on the forward-looking statements contained in this report, which speak only as of the filing date, and we undertake no obligation and have no intention to update this information, except as required by law. We urge you to carefully review and consider the disclosures in this report and our other filings with the SEC that attempt to advise interested parties of the risks and factors that may affect our business.

All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement.

Information About Us

Investors should note that we make available, free of charge on our website at expandenergy.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. We also post announcements, updates, events, investor information and presentations on our website in addition to copies of all recent news releases. We may use the Investors section of our website to communicate with investors. It is possible that the financial and other information posted on the Investors section of our website could be deemed to be material information. Documents and information on our website are not incorporated by reference herein.

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including Expand Energy, that file electronically with the SEC.

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