Expand Energy Corporation (EXE)

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Financial statements

data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .

From 10-Q filed 2026-07-28 (period ending 2026-06-30).

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 2025 Form 10-K.

Expand Energy is the largest independent natural gas producer in the U.S., based on net daily production, and is focused on responsibly developing an abundant supply of natural gas, oil and NGL to expand energy access for all. Our operations are located in Louisiana and Texas in the Haynesville and Bossier Shales (“Haynesville”), in Pennsylvania in the Marcellus Shale (“Northeast Appalachia”) and in West Virginia and Ohio in the Marcellus and Utica Shales (“Southwest Appalachia”).

Our strategy is to create resilient shareholder value through the responsible development of our significant resource plays while continuing to be a leading provider of natural gas to growing markets. We continue to focus on improving margins through operating efficiencies, marketing and commercial efforts and financial discipline and improving our safety and sustainability performance. To accomplish these goals, we plan to allocate our human resources and capital expenditures to projects we believe offer the highest cash return on capital invested, to deploy leading drilling and completion technology throughout our portfolio, and to take advantage of acquisition and divestiture opportunities to strengthen our portfolio. We also intend to continue to invest in projects designed to reduce the environmental impact of our production activities.

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

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

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

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Twin Eagle Acquisition

On July 24, 2026, we entered into an agreement and plan of merger with Twin Eagle, a provider of natural gas marketing and logistics services, and one of our wholly owned subsidiaries whereby we will acquire Twin Eagle. The transaction is subject to customary closing conditions, including certain regulatory approvals, and is expected to close in the third quarter of 2026. The purchase price is approximately $1.25 billion, subject to typical purchase price adjustments, including for working capital. The Company expects to fund the transaction through a combination of cash on hand and borrowings under our Credit Facility.

Senior Notes Repayment

During the Current Period, the 6.75% Senior Notes due 2029 were repaid and terminated for approximately $875 million, including accrued interest. Additionally, the 5.875% Senior Notes due 2029 were repaid and terminated for approximately $446 million, including accrued interest. These series of senior notes were repaid 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.

Shareholder Returns

In October 2024, our Board of Directors authorized the Company to repurchase up to $1.0 billion, in aggregate, of the Company’s common stock and/or warrants. On July 24, 2026, our Board of Directors authorized an expansion of the share repurchase program by $1.0 billion, bringing the total authorized share repurchase amount to $2.0 billion for our common stock. 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. In 2026, the Company plans to continue to effectively return cash to shareholders and preserve balance sheet strength. During the Current Period, we repurchased 6.4 million shares for an aggregate price of $601 million, which includes the impact of the 1% excise tax on share repurchases. Additionally, following the end of the Current Period, we repurchased approximately 2.8 million shares for an aggregate price of $254 million through July 24, 2026.

LNG Agreement

On April 22, 2026, we executed a Sales and Purchase Agreement (“SPA”) for long-term liquefaction offtake with Delfin FLNG 1 LLC. Under the SPA, we will purchase approximately 1.15 MTPA of LNG from Delfin FLNG 1 LLC at a Henry Hub price with a contract targeted start date in 2031. The previously announced SPAs with Delfin and Gunvor Group Ltd have been terminated.

Economic and Market Conditions

Elevated geopolitical tensions and episodic supply disruptions have continued to amplify price volatility across energy commodity markets, with attendant risks to the broader global economic outlook. During the first half of 2026, for example, renewed military conflict and instability in the Middle East raised concerns over potential disruptions to oil, natural gas, and LNG production and to regional shipping routes; issues that may continue to feed price volatility for an indeterminate period, particularly as the growth of LNG trade increasingly links previously regional gas markets.

Domestically, a confluence of mild weather and robust production has negatively impacted natural gas prices during the first half of 2026. However, structural demand drivers, led by the commissioning of new LNG export capacity, accelerating industrial onshoring, and the rapid expansion of AI-powered data centers, are expected to tighten market conditions, reinforcing upward pressure on future supply requirements and increasing volatility in price. Our future estimated cash flow is partially protected from commodity price movements through our current hedge positions that provide a floor price on over 65% of our projected gas volumes through the end of 2026 with significant upside participation via costless collars and three-way collars. For the foreseeable future, we believe our operational flexibility, cost structure and liquidity position will enable us to successfully navigate continued price volatility.

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We continue to monitor factors impacting commodity supply and demand situations, including tariffs on steel and oil related cost inputs such as diesel fuel, to assess their impact on our business, business partners and customers. For additional discussion regarding risk associated with price volatility and economic uncertainty, see Part I, Item 1A “Risk Factors” in our 2025 Form 10-K.

Management Changes

On February 6, 2026, the Board of Directors of the Company appointed Michael 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.

On April 6, 2026, the Board of Directors of the Company appointed Marcel Teunissen, as Executive Vice President and Chief Financial Officer, effective immediately.

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, 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 Credit Facility, as discussed below, will provide sufficient liquidity during the next 12 months and the foreseeable future. As of June 30, 2026, we had $4.2 billion of liquidity available, including $0.7 billion of cash on hand and $3.5 billion of aggregate unused borrowing capacity available under the Credit Facility. As of June 30, 2026, we had no outstanding borrowings under our 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.

Investment Grade Ratings

We have investment grade ratings with S&P Global Ratings (“S&P”), Fitch Ratings (“Fitch”) and Moody’s Ratings (“Moody’s”). S&P has an issuer-level rating of ‘BBB-’ on our unsecured debt and an issuer credit rating of ‘BBB-’, with a stable outlook. Moody’s has a rating of Baa3 on our senior unsecured notes, with a stable outlook. On May 6, 2026, Fitch upgraded the credit rating on our revolver credit rating as well as our senior notes from ‘BBB-’, to ‘BBB’ and maintains a stable outlook.

Dividends

On July 28, 2026, we declared a base quarterly dividend payable of $0.575 per share, which will be paid on September 3, 2026 to stockholders of record at the close of business on August 13, 2026.

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 various indentures governing our senior notes. 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.

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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.

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 Current Period or Prior Period. Our current shelf registration statement will expire in November 2027.

Contractual Obligations and Off-Balance Sheet Arrangements

As of June 30, 2026, our material contractual obligations include repayment of senior notes, derivative obligations, asset retirement obligations, lease obligations, sales and purchase agreements, 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 gathering, processing and transportation agreements were approximately $9.0 billion as of June 30, 2026. 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 Credit Agreement, which matures in September 2030. The 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 June 30, 2026, we had approximately $3.5 billion available for borrowings under the 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, 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 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:

	Six Months Ended June 30,
	2026		2025
Cash provided by operating activities	$	3,498	$	2,418
Proceeds from divestitures of property and equipment	43		15
Receipts of deferred consideration	116		116
Proceeds from warrant exercise	15		22
Distributions from investments	10		—
Capital expenditures	(1,460)		(1,220)
Property acquisitions	(7)		—
Contributions to investments	(1)		(9)
Cash paid to purchase debt	(1,287)		(553)
Cash paid to repurchase and retire common stock	(580)		(99)
Cash paid for common stock dividends	(279)		(279)
Net increase in cash, cash equivalents and restricted cash	$	68	$	411

Cash Flow from Operating Activities

Cash provided by operating activities was $3,498 million and $2,418 million during the Current Period and Prior Period, respectively. The increase during the Current Period is primarily due to higher prices for the natural gas we sold as well as increased sales volumes. 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.

Proceeds from Divestitures of Property and Equipment

During the Current Period, we sold a portion of our Oklahoma City campus as well as certain minor leasehold positions.

Receipts of Deferred Consideration

During both the Current Period and Prior Period, we received 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, as a result of increased drilling and completion activity within our Northeast Appalachia and Southwest Appalachia operating areas as well as increased leasehold capital expenditure activity.

Cash Paid to Purchase Debt

During the Current Period, we redeemed the $440 million aggregate principal of the 5.875% Senior Notes due 2029 as well as the $847 million aggregate principal of the 6.75% Senior Notes due 2029. These series of senior notes were repaid using cash on hand.

During the Prior 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 Prior Period, we also redeemed approximately $84 million of our 6.75% Senior Notes due 2029 and approximately $31 million of our 5.875% 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.

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Cash Paid to Repurchase and Retire Common Stock

During the Current Period, we repurchased 6.4 million shares for an aggregate price of $601 million. During the Prior Period, we repurchased 0.9 million shares for an aggregate price of $100 million. The shares of common stock repurchased during the Current Period and Prior Period were inclusive of shares for which cash settlement occurred in early July. The shares of common stock repurchased 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 $279 million and $279 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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Natural Gas, Oil and NGL Production and Average Sales Prices

	Three Months Ended June 30, 2026
	Natural Gas		Oil		NGL		Total
	MMcf per day	$/Mcf	MBbl per day	$/Bbl	MBbl per day	$/Bbl	MMcfe per day	$/Mcfe
Haynesville	3,187	2.62	—	—	—	—	3,187	2.62
Northeast Appalachia	2,625	2.15	—	—	—	—	2,625	2.15
Southwest Appalachia	1,084	2.47	14	84.71	83	26.26	1,670	3.64
Total	6,896	2.42	14	84.71	83	26.26	7,482	2.69
Average NYMEX Price		2.90		92.79
Average Realized Price (including realized derivatives)		2.90		81.37		25.82		3.12
	Three Months Ended June 30, 2025
	Natural Gas		Oil		NGL		Total
	MMcf per day	$/Mcf	MBbl per day	$/Bbl	MBbl per day	$/Bbl	MMcfe per day	$/Mcfe
Haynesville	2,978	3.12	—	—	—	—	2,978	3.12
Northeast Appalachia	2,662	2.65	—	—	—	—	2,662	2.65
Southwest Appalachia	956	3.11	18	54.47	83	23.19	1,562	3.75
Total	6,596	2.93	18	54.47	83	23.19	7,202	3.08
Average NYMEX Price		3.44		63.74
Average Realized Price (including realized derivatives)		2.98		55.89		23.08		3.14

	Six Months Ended June 30, 2026
	Natural Gas		Oil		NGL		Total
	MMcf per day	$/Mcf	MBbl per day	$/Bbl	MBbl per day	$/Bbl	MMcfe per day	$/Mcfe
Haynesville	3,167	3.50	—	—	—	—	3,167	3.50
Northeast Appalachia	2,705	3.96	—	—	—	—	2,705	3.96
Southwest Appalachia	1,033	3.39	15	74.47	78	25.90	1,587	4.16
Total	6,905	3.67	15	74.47	78	25.90	7,459	3.81
Average NYMEX Price		3.97		82.36
Average Realized Price (including realized derivatives)		3.59		73.01		25.67		3.73

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	Six Months Ended June 30, 2025
	Natural Gas		Oil		NGL		Total
	MMcf per day	$/Mcf	MBbl per day	$/Bbl	MBbl per day	$/Bbl	MMcfe per day	$/Mcfe
Haynesville	2,798	3.29	—	—	—	—	2,798	3.29
Northeast Appalachia	2,665	3.20	—	—	—	—	2,665	3.20
Southwest Appalachia	963	3.24	16	58.34	79	26.66	1,533	4.01
Total	6,426	3.24	16	58.34	79	26.66	6,996	3.41
Average NYMEX Price		3.55		67.58
Average Realized Price (including realized derivatives)		3.24		59.30		26.04		3.40

Natural Gas, Oil and NGL Sales

	Three Months Ended June 30, 2026
	Natural Gas		Oil		NGL		Total
Haynesville	$	762	$	—	$	—	$	762
Northeast Appalachia	513		—		—		513
Southwest Appalachia	244		112		199		555
Total natural gas, oil and NGL sales	$	1,519	$	112	$	199	$	1,830
	Three Months Ended June 30, 2025
	Natural Gas		Oil		NGL		Total
Haynesville	$	845	$	—	$	—	$	845
Northeast Appalachia	643		—		—		643
Southwest Appalachia	271		86		176		533
Total natural gas, oil and NGL sales	$	1,759	$	86	$	176	$	2,021

	Six Months Ended June 30, 2026
	Natural Gas		Oil		NGL		Total
Haynesville	$	2,007	$	—	$	—	$	2,007
Northeast Appalachia	1,941		—		—		1,941
Southwest Appalachia	633		199		365		1,197
Total natural gas, oil and NGL sales	$	4,581

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Held by

holders ( registered funds via N-PORT, institutional investors via 13F). Showing top by dollar value.

Holder	Type	ETF	MF	Position ($)	% of holder	Δ % of holder	Holder AUM

Recent insider activity

Last 90 days. Open-market trades (purchases & sales) by directors, officers, and 10%+ owners. 3 transactions across 2 insiders. Net: +4,000 shares, $368,020.

Date	Insider	Role	Action	Shares	Price	Value
2026-06-12	Wichterich Michael	Interim President and CEO	Buy	+1,000	$88.90	$88,900
2026-06-04	Wichterich Michael	Interim President and CEO	Buy	+1,000	$93.36	$93,360
2026-06-04	Teunissen Marcel	EVP & CFO	Buy	+2,000	$92.88	$185,760

Source: SEC Form 4 filings.

Next expected filings

~2026-10-27 10-Q expected by 2026-11-07 (in 63 days)
~2027-02-17 10-K expected by 2027-02-22 (in 176 days)
~2027-04-27 10-Q expected by 2027-05-08 (in 245 days)
~2027-07-27 10-Q expected by 2027-08-07 (in 336 days)

Predicted from historical filing cadence; not an SEC commitment.

Recent SEC filings

2026-07-30 8-K Other Events; Financial Statements and Exhibits
2026-07-28 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
2026-07-28 10-Q Quarterly Report
2026-06-26 8-K Officer/Director Change
2026-04-28 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
2026-04-28 10-Q Quarterly Report
2026-04-24 DEF 14A Proxy Statement
2026-04-10 8-K Officer/Director Change
2026-04-06 8-K Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
2026-02-18 10-K Annual Report
2026-02-17 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
2026-02-09 8-K Officer/Director Change; Other Events; Financial Statements and Exhibits
2025-10-28 10-Q Quarterly Report
2025-10-28 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
2025-09-30 8-K Material Agreement Entered; Material Financial Obligation; Financial Statements and Exhibits

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