AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 18/10/2026
Moat31
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 1/4 · Scale, reported synergies and operational gathering access support current benefits. The passages do not demonstrate protected comparative cost leadership, and sales remain market priced.
durability · 1/4 · A 12-year gathering agreement supports access continuity, but reserve replacement requires continuing investment and the infrastructure is outside Expand's control. Duration of a supplier commitment does not establish duration of excess returns.
customer dependency · 1/4 · Index and spot contracts provide weak evidence of customer dependence on Expand specifically. Continuing sales establish demand, but the passages demonstrate no material switching friction.
erosion resilience · 2/4 · Production growth and cash generation show operating resilience, balanced against realized unused-capacity charges and rising unit G&A. These outcomes support mixed resilience without establishing protection from competition.
Pricing power38
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 1/4 · Gas sales prices rose to $3.67/Mcf from $3.24 in the first half of 2026, but fell to $2.42 from $2.93 in the second quarter. The 2024 price-driven revenue decline and index contracts demonstrate weak pricing discretion rather than sustained company-specific price realization.
retention · 2/4 · Continuing sales and higher gas production in both the quarter and half-year support repeat market demand indirectly. They do not establish retention of particular customers, renewals or switching costs.
margin resilience · 2/4 · Reported efficiencies, positive cash generation after capital spending and hedge coverage support resilience. Free cash flow varied substantially across years, while G&A and unused-capacity charges provide offsets. Hedging manages exposure and does not establish pricing power; the evidence is indirect rather than a complete comparable margin series.
contractual freedom · 1/4 · Natural gas and NGL sales generally use index or daily spot contracts, with index prices tied to published benchmarks. This directly limits unilateral price setting even though the passages do not establish that every commercial term is fixed.
Predictability—
Five consecutive annual periods are required for predictability; the accepted history is incomplete.
Financial strength62
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 75.37
- netDebtEbitGrade
- 64.44
- interestCoverageGrade
- 86.50
- currentRatioGrade
- 20.41
- Debt / FCF (x)
- 2.72
- Net debt / operating income (x)
- 1.78
- Interest coverage (x)
- 10.51
- Current ratio (x)
- 1.01
Capital allocation36
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 10.89
- 3-year average dilution (%)
- 24.98
- 3-year average SBC / revenue (%)
- 0.55
- cashConversionGrade
- 0.00
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 3/4 · First-half 2026 operating cash flow of $3.498 billion exceeded $1.460 billion of capital expenditure while funding debt purchases, dividends and repurchases. Reported debt fell from $5.009 billion to $3.685 billion and cash increased. These are strong demonstrated outcomes, tempered by cyclical cash flows and future LNG commitments whose returns remain unproven.
incentive alignment · 2/4 · Disclosed equity compensation, three-year performance vesting, actual certification of earlier awards and ownership holding requirements establish meaningful alignment. Subjective incentive assessment, absent actual executive ownership data and the distinction between past awards and current leadership limit the conclusion.
execution · 3/4 · NG3 entered service, production increased and cash generation supported debt reduction. Reported integration completion and synergy delivery provide additional issuer evidence. Execution is assessed partly from indirect operating outcomes; market prices contributed to results, and lower depletion expense is not treated as operating progress.
governance · 2/4 · Actual audit oversight practices and exclusion of the CEO from his own compensation deliberations support safeguards. An independent search committee addresses the leadership transition, but succession outcomes and broader governance effectiveness remain unproven.
Evidence
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.
Business overview; production scale · Filed 18/02/2026
42 Expand Energy 2026 Proxy Statement LONG-TERM VALUE DRIVER GOAL HIGHLIGHTS COMMITTEE ASSESSMENT Integration Milestones • Completed integration of key systems by Q1 2025 • Achieved investment-grade rating and S&P 500 inclusion Significantly Exceeded Synergy Delivery / Breakeven • Synergy realization increased to $600mm, 50% increase from Merger projection • Durable improvement to breakeven costs and efficiencies primarily from improved drilling performance Exceeded Inventory Replacement • Operational efficiencies and lateral extensions enhanced inventory • Added strategic acreage positions Exceeded Marketing and Commercial Milestones • Increased market access and trading • Strategic staffing enhancements and organizational buildout • Strengthened risk management policies and protocols Exceeded Corporate Culture • Improved cultural alignment and employee engagement • Advances in leadership development, mentoring, collaboration and technical talent development Exceeded Long-Term Value Drivers 35% of the 2025 AIP target payout was based on the achievement of certain strategic objectives set by the Compensation Committee covering the following areas: The Compensation Committee determined that the Company outperformed its Long-Term Value Drivers in 2025 and approved a pay-out of 51.8% (148% of the 35% target) for this portion of the AIP.
Executive compensation; reported integration and synergy achievements · Filed 24/04/2026
Expand Energy fundamentally reset basin economics, lowering our Haynesville breakevens by approximately 15% and establishing ourselves as the region’s low-cost producer.
Shareholder letter; management's Haynesville breakeven and cost-leadership claims · Filed 24/04/2026
The NG3 pipeline was placed in service and began gathering operations on October 1, 2025.
Related-party investment; NG3 commencement of operations · Filed 28/07/2026
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.
NG3 gathering agreement; volume and duration · Filed 18/02/2026
General and Administrative Expenses Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Total G&A, net $ 50 $ 40 $ 113 $ 87 G&A, net per Mcfe $ 0.07 $ 0.06 $ 0.08 $ 0.07 Total general and administrative expenses, net during the Current Quarter and Current Period increased compared to the Prior Quarter and Prior Period due to an increase in employee compensation and benefits as well as other corporate expenses.
Results of operations; absolute and unit G&A increases · Filed 28/07/2026
32 Table of Contents Depreciation, Depletion and Amortization Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 DD&A $ 722 $ 769 $ 1,433 $ 1,480 DD&A per Mcfe $ 1.06 $ 1.17 $ 1.06 $ 1.17 The absolute and per unit decrease in depreciation, depletion and amortization for the Current Quarter and Current Period compared to the Prior Quarter and Prior Period is related to lower depletion rates in the Current Quarter and Current Period due to an increase in prices used in the evaluation of our reserves.
Results of operations; explanation of lower depletion expense · Filed 28/07/2026
While executing our strategic priorities, we have incurred certain cash charges, including contract termination charges, financing extinguishment costs and charges for unused natural gas transportation and gathering capacity.
Strategic priorities; incurred termination, financing and unused-capacity charges · Filed 28/07/2026
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.
Risk factors; lack of control over third-party pipelines · Filed 18/02/2026
•Significant capital expenditures are required to replace our reserves and conduct our business.
Risk factors; capital required to replace reserves · Filed 18/02/2026
Based on the fixed and determinable components of the contractual pricing provisions, the Company estimates future commitments associated with such components to be approximately $2.9 billion over the term of the agreement.
Commitments; fixed and determinable LNG purchase obligations · Filed 28/07/2026
Commercial deliveries are expected to commence in 2031.
LNG agreement; expected commencement of commercial deliveries · Filed 28/07/2026
Generally, our natural gas and NGL production are sold to purchasers under index contracts or daily spot price contracts.
Marketing; index and daily spot sales contracts · Filed 18/02/2026
Under our index contracts, the price we receive is tied to published indices.
Marketing; published-index pricing · Filed 18/02/2026
28 Table of Contents Results of Operations 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 29 Table of Contents 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 $ 199 $ 365 $ 5,145 Six Months Ended June 30, 2025 Natural Gas Oil NGL Total Haynesville $ 1,666 $ — $ — $ 1,666 Northeast Appalachia 1,543 — — 1,543 Southwest Appalachia 565 164 383 1,112 Total natural gas, oil and NGL sales $ 3,774 $ 164 $ 383 $ 4,321 Natural gas, oil and NGL sales during the Current Quarter decreased $191 million compared to the Prior Quarter.
Results of operations; quarterly and half-year production and sales prices · Filed 28/07/2026
Lower average prices, which were consistent with the downward trend in index prices for gas and oil, drove a $426 million decrease in 2024.
Results of operations; 2024 revenue decline from lower market prices · Filed 26/02/2025
Our future estimated cash flow is partially protected from commodity price movements through our current hedge positions that provide a floor price on over 65% of our projected gas volumes through the end of 2026 with significant upside participation via costless collars and three-way collars.
Economic and market conditions; hedge coverage through 2026 · Filed 28/07/2026
6 Table of Contents EXPAND ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, ($ in millions) 2026 2025 Cash flows from operating activities: Net income $ 1,681 $ 719 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 1,433 1,480 Deferred income tax expense 465 134 Derivative (gains) losses, net (320) 137 Cash payments on derivative settlements, net (92) (29) Share-based compensation 22 22 (Gains) losses on sales of assets 1 (4) Contract amortization (98) (124) Gains on purchases, exchanges or extinguishments of debt (37) (3) Other 34 16 Changes in assets and liabilities 409 70 Net cash provided by operating activities 3,498 2,418 Cash flows from investing activities: Capital expenditures (1,460) (1,220) Property acquisitions (7) — Receipts of deferred consideration 116 116 Contributions to investments (1) (9) Distributions from investments 10 — Proceeds from divestitures of property and equipment 43 15 Net cash used in investing activities (1,299) (1,098) Cash flows from financing activities: Proceeds from credit facility — 825 Payments on credit facility — (825) Proceeds from warrant exercise 15 22 Cash paid to repurchase and retire common stock (580) (99) Cash paid to purchase debt (1,287) (553) Cash paid for common stock dividends (279) (279) Net cash used in financing activities (2,131) (909) Net increase in cash, cash equivalents and restricted cash 68 411 Cash, cash equivalents and restricted cash, beginning of period 696 395 Cash, cash equivalents and restricted cash, end of period $ 764 $ 806 Cash and cash equivalents $ 663 $ 731 Restricted cash 101 75 Total cash, cash equivalents and restricted cash $ 764 $ 806 The accompanying notes are an integral part of these condensed consolidated financial statements.
Condensed consolidated statements of cash flows; first half of 2026 and 2025 · Filed 28/07/2026
Reconciliation of Net Income to Adjusted EBITDAX (Unaudited) ($ in millions) Year Ended December 31, 2025 Net income (GAAP) $ 1,819 Adjustments: Interest expense 235 Income tax expense 463 Depreciation, depletion and amortization 2,980 Exploration 46 Unrealized gains on derivatives (361) Separation and other termination costs 5 Losses on sales of assets 65 Other operating expense, net 29 Impairments 37 Contract amortization (203) Gains on purchases, exchanges or extinguishments of debt (4) Other (33) Adjusted EBITDAX (Non-GAAP) $ 5,078 Reconciliation of Net Cash Provided by (Used in) Operating Activities to Free Cash Flow (Unaudited) Successor Predecessor ($ in millions) Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Period from February 10, 2021 through December 31, 2021 Period from January 1, 2021 through February 9, 2021 Net cash provided by (used in) operating activities (GAAP) $ 4,575 $ 1,565 $ 2,380 $ 4,125 $ 1,809 $ (21) Cash capital expenditures (2,736) (1,557) (1,829) (1,823) (669) (66) Free cash flow (Non-GAAP) $ 1,839 $ 8 $ 551 $ 2,302 $ 1,140 $ (87) Table of Contents SHAREHOLDER LETTER Letter to Shareholders 1 NOTICE AND ROADMAP Notice of 2026 Annual Meeting of Shareholders 2 Voting Matters 2 HIGHLIGHTS 2025 – 2026 Operational and Financial Highlights 3 2025 Sustainability Progress 4 2025 Corporate Governance Highlights 5 VOTING AND MEETING INFORMATION Voting and Meeting Information 6 GOVERNANCE PROPOSAL 1: Election of Directors 10 2026 Director Nominees 11 Board Composition 16 Director Balance and Background 17 How We Oversee and Manage Enterprise Risk 18 Investor Engagement 20 Board Leadership Structure 22 Service on Other Boards 24 Director Retirement Policy 24 Committees of the Board of Directors 26 2025 Director Compensation 30 EXECUTIVE COMPENSATION PROPOSAL 2: Advisory Vote to Approve Named Executive Officer Compensation (Say on Pay) for 2025 32 Compensation Discussion and Analysis 33 Q&A with Brian Steck, Compensation Committee Chair 35 Compensation Actions for 2025 39 AUDIT MATTERS PROPOSAL 3: Ratification of PwC as Independent Auditor for 2026 64 PwC’s Fees and Services 65 SHARE OWNERSHIP Securities Ownership of Officers and Directors 66 Section 16(a) Beneficial Ownership Reporting Compliance 66 Holdings of Major Shareholders 67 Equity Compensation Plans 67 SHAREHOLDER MATTERS Submitting Proposals for the 2027 Annual Meeting 68 Shareholder Engagement and Corporate Responsibility 68 Forward-Looking Statements 69 Appendix — Reconciliation of Non-GAAP Financial Measures 69 Expand Energy Corporation (Nasdaq: EXE) is North America’s largest natural gas producer, powered by dedicated and innovative employees focused on disrupting the industry’s traditional cost and market delivery model.
Appendix; operating cash flow and capital expenditure reconciliation · Filed 24/04/2026
FINANCIAL INFORMATION ITEM 1. Condensed Consolidated Financial Statements EXPAND ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) ($ in millions, except per share data) June 30, 2026 December 31, 2025 Assets Current assets: Cash and cash equivalents $ 663 $ 616 Restricted cash 101 80 Accounts receivable, net 1,098 1,599 Derivative assets 602 264 Other current assets 378 357 Total current assets 2,842 2,916 Property and equipment: Natural gas and oil properties, successful efforts method Proved natural gas and oil properties 28,092 26,606 Unproved properties 5,501 5,478 Other property and equipment 547 509 Total property and equipment 34,140 32,593 Less: accumulated depreciation, depletion and amortization (9,690) (8,278) Property and equipment held for sale, net — 40 Total property and equipment, net 24,450 24,355 Long-term derivative assets 113 47 Deferred income tax assets — 168 Other long-term assets 625 801 Total assets $ 28,030 $ 28,287 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 942 $ 753 Accrued interest 78 100 Derivative liabilities 1 3 Other current liabilities 1,944 2,045 Total current liabilities 2,965 2,901 Long-term debt, net 3,685 5,009 Long-term derivative liabilities — 1 Asset retirement obligations, net of current portion 723 688 Long-term contract liabilities 835 975 Other long-term liabilities 412 135 Total liabilities 8,620 9,709 Contingencies and commitments (Note 5) Stockholders' equity: Common stock, $0.01 par value, 450,000,000 shares authorized: 234,349,727 and 239,249,874 shares issued 2 2 Additional paid-in capital 13,774 13,746 Retained earnings 5,634 4,830 Total stockholders' equity 19,410 18,578 Total liabilities and stockholders' equity $ 28,030 $ 28,287 The accompanying notes are an integral part of these condensed consolidated financial statements.
Condensed consolidated balance sheets; debt and cash balances · Filed 28/07/2026
Total Compensation • Pay-for-performance philosophy incentivizes exceptional individual and company performance without rewarding mediocrity • Target total direct compensation at around the 50th percentile of the Compensation Peer Group, adjusted for experience, performance and level of responsibility • Encourages prudent risk taking in line with Evergreen and Long-Term Value Drivers LTIP • Ties executive compensation directly to stock performance through our LTIP awards, which pay out 100% in equity, with 35% tied to absolute TSR and 35% tied to relative TSR • Incentivizes retention and sustained performance through PSUs with 3-year cliff vesting AIP • Based on quantitative metrics but responsive to cyclicality • Exacting “License to Operate” standards in AIP reward safe and sustainable operations 38 Expand Energy 2026 Proxy Statement WHAT WE DO WHAT WE DON’T DO • Pay for Performance.
Executive compensation; equity awards, TSR weighting and vesting structure · Filed 24/04/2026
PSU Performance Goal Performance Period Total PSU Weighting Threshold Target (100% Payout) Maximum (200% Payout) Annualized TSR Achievement Final Performance Payout (%) Absolute TSR 12/31/21 – 12/31/24 67% 22.35% 200.00 Relative TSR 12/31/21 – 12/31/24 33% 22.35% / 8th of 13 63.20 Certification of Performance and Vesting of 2022 PSUs 2022 PSU PERFORMANCE As described in our 2023 Proxy Statement, the number of PSUs granted to our NEOs in 2022 consisted two-thirds of PSUs based on absolute total shareholder return and one-third of PSUs based on relative total shareholder return.
Executive compensation; certification and vesting of 2022 performance awards · Filed 24/04/2026
Position Guideline(a) Holding Requirements(b) CEO 7x base salary 100% EVP 3x base salary 75% VP 1x base salary 50% Non-Employee Directors 5x cash retainer 100% (a) Based on the participant’s base salary or annual cash Board retainer.
Stock ownership guidelines; ownership multiples and holding requirements · Filed 24/04/2026
In 2025, the Compensation Committee’s review included both an objective determination of the Company’s performance relative to predetermined operational, financial and strategic objectives, and a subjective consideration of each NEO’s individual contributions to the Company’s performance.
Compensation process; objective and subjective performance assessment · Filed 24/04/2026
4x+ meetings in 2025 between Committee Chair and PwC 4x+ Committee meetings in 2025, including private sessions with PwC Rigorous limits on non-audit services The Company requires Audit Committee pre-approval of non-audit services, prohibits certain types of non-audit services, and requires that PwC be engaged only when it is best suited for the job.
Audit oversight; meetings and limits on non-audit services · Filed 24/04/2026
The CEO does not participate in Compensation Com-mittee meetings or other discussions about his compensation, the Board’s consideration of the Compensation Committee’s approvals or reports with respect to his compensation.
Executive compensation; CEO exclusion from own compensation deliberations · Filed 24/04/2026
In connection with our executive leadership transition in 2026, the Board formed an independent CEO Search Committee to oversee the identification, evaluation and selection of candidates to serve as the Company’s permanent Chief Executive Officer.
Governance; independent CEO search committee during leadership transition · Filed 24/04/2026
Competitors include multinational oil companies, independent production companies and individual producers and operators.
Competition; generic producer categories · Filed 18/02/2026
Due to durable improvements we made to our base business, we can now produce approximately 7.5 Bcfe per day, while spending approxi-mately $225 million less in maintenance capital than a year ago.
Shareholder letter; management's productive-capacity and maintenance-capital claim · Filed 24/04/2026
