EXE

EXPAND ENERGY Corp

NASDAQ · ENERGY · CRUDE PETROLEUM & NATURAL GAS

92.83

+0.16 +0.17%

USD · close Oct 21

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MKT CAP $22.2BP/E 6.9DIV YIELD —FCF YIELD 13.51%REV TTM $14.3B +167.8%NET INCOME $3.2BNET DEBT $2.8B52W 84.09 – 122.89SEC XBRL · TTM TO Invalid Date

How EXE rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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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 also resigned from the Board of Directors, effective immediately.
Dell’Osso will serve as an external advisor for a period of time.
Liquidity and Capital Resources Liquidity Overview Our primary sources of capital resources and liquidity are internally generated cash flows from operations and borrowings under our 2025 Credit Facility, and our primary uses of cash are for the development of our natural gas and oil properties, acquisitions of additional natural gas and oil properties, repayments of debt and return of value to stockholders through dividends and equity repurchases.
If needed, we also have the ability to issue equity or debt securities through public offerings or private placements.
We believe our cash flow from operations, cash on hand and unused borrowing capacity under the 2025 Credit Facility, as discussed below, will provide sufficient liquidity during the next 12 months and the foreseeable future.
As of December 31, 2025, we had $4.1 billion of liquidity available, including $616 million of cash on hand and $3.5 billion of aggregate unused borrowing capacity available under the 2025 Credit Facility.
As of December 31, 2025, we had no outstanding borrowings under our 2025 Credit Facility.
Dividends On February 17, 2026, we declared a base quarterly dividend payable of $0.575 per share, which will be paid on March 26, 2026 to stockholders of record at the close of business on March 5, 2026.
See Note 10 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.
The declaration and payment of any future dividend, whether fixed or variable, will remain at the full discretion of the Board of Directors and will depend on the Company’s financial results, cash requirements, future prospects and other relevant factors.
The Company’s ability to pay dividends to its stockholders is restricted by (i) Oklahoma corporate law, (ii) its Certificate of Incorporation, (iii) the terms and provisions of the Credit Agreement and (iv) the terms and provisions of the Indentures governing our senior notes.
See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion of our debt obligations.
Quantitative and Qualitative Disclosures About Market Risk included in Part II of this report for further discussion on the impact of commodity price risk on our financial position.
Shelf Registration We have a universal shelf registration statement on file with the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), under which we have the ability to issue and sell an indeterminate amount of various types of debt and equity securities.
The specific terms of any securities to be sold will be described in supplemental filings with the SEC.
There were no sales of such securities during the year ended December 31, 2025.
Our shelf registration statement will expire in November 2027.
Contractual Obligations and Off-Balance Sheet Arrangements As of December 31, 2025, our material contractual obligations include repayment of senior notes, derivative obligations, asset retirement obligations, lease obligations, undrawn letters of credit and various other commitments we enter into in the ordinary course of business that could result in future cash obligations.
The estimated gross undiscounted future commitments under these agreements were approximately $9.6 billion as of December 31, 2025.
Credit Facility On September 30, 2025, we entered into the Credit Agreement, which matures in September 2030.
The 2025 Credit Facility provides for aggregate commitments of $3.5 billion, with a $1.0 billion sublimit available for the issuance of letters of credit and a $100 million sublimit available for swingline loans.
As of December 31, 2025, we had $3.5 billion available for borrowings under the 2025 Credit Facility.
Capital Expenditures For the year ending December 31, 2026, we currently expect to complete and turn in line 205 to 235 gross wells utilizing approximately 11 to 12 rigs and plan to invest between approximately $2.75 – $2.95 billion in capital expenditures.
We currently plan to fund our 2026 capital program through cash on hand, expected cash flow from our operations and borrowings under our 2025 Credit Facility.
Sources and (Uses) of Cash and Cash Equivalents The following table presents the sources and uses of our cash and cash equivalents for the periods presented: Years Ended December 31, 2025 2024 2023 Cash provided by operating activities $ 4,575 $ 1,565 $ 2,380 Proceeds from divestitures of property and equipment 70 21 2,533 Receipts of deferred consideration 116 166 — Proceeds from issuance of senior notes, net — 747 — Proceeds from warrant exercise 24 3 — Capital expenditures (2,736) (1,557) (1,829) Contributions to investments (14) (75) (231) Payments on Prior Credit Facility, net — — (1,050) Business combination, net — (459) — Property acquisitions (195) — — Cash paid to purchase debt (663) (767) — Debt issuance and other financing costs (11) (11) — Cash paid to repurchase and retire common stock (100) — (355) Cash paid for common stock dividends (765) (388) (487) Other — (3) — Net increase (decrease) in cash, cash equivalents and restricted cash $ 301 $ (758) $ 961 Cash Flow from Operating Activities Cash provided by operating activities was $4.58 billion, $1.57 billion and $2.38 billion during the years ended December 31, 2025, 2024 and 2023, respectively.
The increase in 2025 is primarily due to increased sales volumes, including those related to the Southwestern Merger, as well as higher prices for the natural gas we sold.
Proceeds from Divestitures of Property and Equipment In 2025, we sold a portion of our Oklahoma City campus as well as certain minor leasehold positions.
In 2023, we sold our Eagle Ford assets through three separate transactions resulting in total cash proceeds of $2.5 billion after customary post-closing adjustments.
Receipts of Deferred Consideration During the years ended December 31, 2025 and 2024, we received $116 million and $166 million, respectively, in deferred consideration associated with our Eagle Ford divestiture transactions.
Capital Expenditures Our capital expenditures during the year ended December 31, 2025 increased compared to the year ended December 31, 2024, primarily as a result of increased drilling and completion activity within our operating areas, including those related to the Southwestern Merger.
Our capital expenditures during the year ended December 31, 2024 decreased compared to the year ended December 31, 2023, primarily as a result of decreased drilling and completion activity within our Northeast Appalachia and Haynesville operating areas, as well as reduced activity in Eagle Ford due to our Eagle Ford divestitures.
During the year ended December 31, 2025, our average operated rig count was 11 rigs and 188 spud wells, compared to an average operated rig count of 9 rigs and 133 spud wells in the year ended December 31, 2024 and 11 rigs and 193 spud wells in the year ended December 31, 2023.
We completed 272 operated wells in the year ended December 31, 2025 compared to 81 in the year ended December 31, 2024 and 166 in the year ended December 31, 2023.
Contributions to Investments During the year ended December 31, 2025, contributions to investments primarily related to capitalized interest on our investment with Momentum Sustainable Ventures LLC.
During the years ended December 31, 2024 and 2023, contributions to investments primarily consisted of contributions to our investment with Momentum Sustainable Ventures LLC to build a new natural gas gathering pipeline and carbon capture project, the NG3 pipeline.
In October 2025, the NG3 pipeline was placed in service and began gathering operations.
Payments on Prior Credit Facility, net During the year ended December 31, 2023, we made net repayments of $1.05 billion on the Prior Credit Facility, utilizing a portion of the proceeds from the Eagle Ford divestitures and internally generated cash provided by operating activities.
See Note 2 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion of this acquisition.

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Liquidity and Capital Resources Liquidity Overview Our primary sources of capital resources and liquidity are internally generated cash flows from operations and borrowings under our 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 and return of value to stockholders through dividends and equity repurchases.
We believe our cash flow from operations, including from the acquired Southwestern business, cash on hand and unused borrowing capacity under the Credit Facility, as discussed below, will provide sufficient liquidity during the next 12 months and the foreseeable future.
As of December 31, 2024, we had $2.8 billion of liquidity available, including $317 million of cash on hand and $2.5 billion of aggregate unused borrowing capacity available under the Credit Facility.
As of December 31, 2024, we had no outstanding borrowings under our Credit Facility.
Dividends On February 26, 2025, we declared a base quarterly dividend payable of $0.575 per share, which will be paid on March 27, 2025 to stockholders of record at the close of business on March 11, 2025.
See Note 1 0 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 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 Credit Facility and (iv) the terms and provisions of the indentures governing 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 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.
See Item 7A Quantitative and Qualitative Disclosures About Market Risk included in Part II of this report for further discussion on the impact of commodity price risk on our financial position.
Contractual Obligations and Off-Balance Sheet Arrangements As of December 31, 2024, 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 $9.9 billion as of December 31, 2024.
Credit Facility 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.
The Credit Facility provides for aggregate commitments of $2.5 billion, with a $500 million sublimit available for the issuance of letters of credit and a $50 million sublimit available for swingline loans.
As of December 31, 2024, we had approximately $ 2.5 billion available for borrowings under the Credit Facility.
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.
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 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.
Capital Expenditures For the year ending December 31, 2025, we currently expect to complete and turn in line 240 to 270 gross wells utilizing approximately 11 to 15 rigs and plan to invest between approximately $2.9 – $3.1 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 Credit Facility.
Sources and (Uses) of Cash and Cash Equivalents The following table presents the sources and uses of our cash and cash equivalents for the periods presented: Years Ended December 31, 2024 2023 2022 Cash provided by operating activities $ 1,565 $ 2,380 $ 4,125 Proceeds from divestitures of property and equipment 21 2,533 407 Proceeds from Credit Facility, net — — 1,050 Receipts of deferred consideration 166 — — Proceeds from issuance of senior notes, net 747 — — Proceeds from warrant exercise 3 — 27 Capital expenditures (1,557) (1,829) (1,823) Contributions to investments (75) (231) (18) Payments on Credit Facility, net — (1,050) — Payments on Exit Credit Facility, net — — (221) Business combination, net (459) — (1,967) Cash paid to purchase debt (767) — — Debt issuance and other financing costs (11) — (17) Cash paid to repurchase and retire common stock — (355) (1,073) Cash paid for common stock dividends (388) (487) (1,212) Other (3) — — Net increase (decrease) in cash, cash equivalents and restricted cash $ (758) $ 961 $ (722) Cash Flow from Operating Activities Cash provided by operating activities was $1.57 billion, $2.38 billion and $4.12 billion during the years ended December 31, 2024, 2023 and 2022, respectively.
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.
Proceeds from Divestitures of Property and Equipment In 2023, we sold our Eagle Ford assets through three separate transactions resulting in total cash proceeds of $2.5 billion after customary post-closing adjustments.
In 2022, we sold our Powder River Basin assets to Continental Resources, Inc. for approximately $400 million after customary closing adjustments.
Proceeds from Credit Facility, net In 2022, we borrowed a net $1.05 billion under the Credit Facility.
We utilized these borrowings to terminate the Exit Credit Facility.
A portion of the borrowings under the Credit Facility were repaid with internally generated cash provided by operating activities.
Receipts of Deferred Consideration During 2024, we received $166 million in deferred consideration associated with our Eagle Ford divestiture transactions.
Capital Expenditures Our capital expenditures during the year ended December 31, 2024 decreased compared to the year ended December 31, 2023, primarily as a result of decreased drilling and completion activity within our Northeast Appalachia and Haynesville operating areas, as well as reduced activity in Eagle Ford due to our Eagle Ford divestitures.
Our capital expenditures during the year ended December 31, 2023 were in line with the capital expenditures during the year ended December 31, 2022, primarily as a result of increased drilling and completion activity within our Haynesville operating area, partially offset by reduced activity due to our Eagle Ford divestitures.
During the year ended December 31, 2024, our average operated rig count was 9 rigs and 133 spud wells, compared to an average operated rig count of 11 rigs and 193 spud wells in the year ended December 31, 2023 and 14 rigs and 217 spud wells in the year ended December 31, 2022.
We completed 81 operated wells in the year ended December 31, 2024 compared to 166 in the year ended December 31, 2023 and 216 in the year ended December 31, 2022.
Contributions to Investments During the years ended December 31, 2024, 2023 and 2022, 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.
Payments on Credit Facility, net During the year ended December 31, 2023, we made net repayments of $1.05 billion on the Credit Facility, utilizing a portion of the proceeds from the Eagle Ford divestitures and internally generated cash provided by operating activities.
Payments on Exit Credit Facility, net In December 2022, we entered into the Credit Facility and terminated the Exit Credit Facility, repaying all amounts outstanding and extinguishing all commitments thereunder.
During the year ended December 31, 2022, we completed the Marcellus Acquisition for approximately $2 billion and 9.4 million shares of our common stock.
See Note 2 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion of these acquisitions.
Cash Paid to Purchase Debt In 2024, we announced an offer to purchase for cash, any and all of our outstanding 2026 Notes, the “Tender Offer”.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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