exe-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-13726

EXPAND ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Oklahoma

73-1395733

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

6100 North Western Avenue,

Oklahoma City,

Oklahoma

73118

(Address of principal executive offices)

(Zip Code)

(405)

848-8000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

EXE

The Nasdaq Stock Market LLC

Class A Warrants to purchase Common Stock

EXEEW

The Nasdaq Stock Market LLC

Class B Warrants to purchase Common Stock

EXEEZ

The Nasdaq Stock Market LLC

Class C Warrants to purchase Common Stock

EXEEL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒ Accelerated Filer ☐ Non-accelerated Filer ☐

Smaller Reporting Company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of April 24, 2025, there were 237,979,439 shares of our $0.01 par value common stock outstanding.

EXPAND ENERGY CORPORATION AND SUBSIDIARIES

INDEX TO FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025


	PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Cash Flows	7
	Condensed Consolidated Statements of Stockholders’ Equity	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)
	Note 1. Basis of Presentation and Summary of Significant Accounting Policies	9
	Note 2. Natural Gas and Oil Property Transactions	10
	Note 3. Earnings Per Share	13
	Note 4. Debt	14
	Note 5. Contingencies and Commitments	15
	Note 6. Other Current Liabilities	16
	Note 7. Revenue	16
	Note 8. Income Taxes	17
	Note 9. Equity	18
	Note 10. Share-Based Compensation	19
	Note 11. Derivative and Hedging Activities	20
	Note 12. Investments	22
	Note 13. Supplemental Cash Flow Information	23
	Note 14. Segment Information	23
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
	Liquidity and Capital Resources	26
	Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	38
Signatures		40


Explanatory Note and Definitions

On October 1, 2024, Chesapeake Energy Corporation completed its previously announced merger with Southwestern Energy Company. In connection with the Southwestern Merger (as defined below), Chesapeake Energy Corporation changed its name to Expand Energy Corporation.

Unless the context otherwise indicates, references to “us,” “we,” “our,” “ours,” “Expand Energy,” the “Company” and “Registrant” refer to Expand Energy Corporation and its consolidated subsidiaries. All monetary values, other than per unit and per share amounts, are stated in millions of U.S. dollars unless otherwise specified. The following are other abbreviations and definitions of certain terms used within this Quarterly Report on Form 10-Q:

“ASU” means Accounting Standards Update.

“Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended.

“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of Texas.

“Bbl” or “Bbls” means one stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.

“Bcf” means billion cubic feet.

“Bcfe” means billion cubic feet of natural gas equivalent.

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

“Chesapeake” means Chesapeake Energy Corporation, prior to the Southwestern Merger.

“Class A Warrants” means warrants to purchase 10 percent of the common stock (after giving effect to the Rights Offering, but subject to dilution by the Management Incentive Plan, the Class B Warrants, and the Class C Warrants), at an initial exercise price per share of $27.63. The Class A Warrants are exercisable from the Effective Date until February 9, 2026.

“Class B Warrants” means warrants to purchase 10 percent of the common stock (after giving effect to the Rights Offering, but subject to dilution by the Management Incentive Plan and the Class C Warrants), at an initial exercise price per share of $32.13. The Class B Warrants are exercisable from the Effective Date until February 9, 2026.

“Class C Warrants” means warrants to purchase 10 percent of the common stock (after giving effect to the Rights Offering, but subject to dilution by the Management Incentive Plan), at an initial exercise price per share of $36.18. The Class C Warrants are exercisable from the Effective Date until February 9, 2026.

“Confirmation Order” means the order confirming the Fifth Amended Joint Chapter 11 Plan of Reorganization of Chesapeake Energy Corporation and its Debtor Affiliates, Docket No. 2915, entered by the Bankruptcy Court on January 16, 2021.

“Credit Facility” means the reserve-based credit facility entered into on December 9, 2022.

“Current Quarter” means the three months ended March 31, 2025.

“DD&A” means depreciation, depletion and amortization.

“Debtors” means Chesapeake Energy Corporation prior to the Southwestern Merger, together with all of its direct and indirect subsidiaries that have filed the Chapter 11 Cases.

“Effective Date” means February 9, 2021.

“ESG” means environmental, social and governance.

“FASB” means the Financial Accounting Standards Board.

“G&A” means general and administrative expenses.

“GAAP” means U.S. generally accepted accounting principles.

“General Unsecured Claim” means any Claim against any Debtor that is not otherwise paid in full during the Chapter 11 Cases pursuant to an order of the Bankruptcy Court and is not an Administrative Claim, a Priority Tax Claim, an Other Priority Claim, an Other Secured Claim, a Revolving Credit Facility Claim, a FLLO Term Loan Facility Claim, a Second Lien Notes Claim, an Unsecured Notes Claim, an Intercompany Claim, or a Section 510(b) Claim.

“LNG” means liquefied natural gas.

“LTIP” means the Expand Energy Corporation 2021 Long Term Incentive Plan.

“MBbls” means one thousand barrels of oil or other liquid hydrocarbons.

“MMBbls” means one million barrels of oil or other liquid hydrocarbons.

“Mcf” means thousand cubic feet.

“Mcfe” means one thousand cubic feet of natural gas equivalent, with one barrel of oil or NGL converted to an equivalent volume of natural gas using the ratio of one barrel of oil or NGL to six Mcf of natural gas.

“MMcf” means million cubic feet.

“MMcfe” means million cubic feet of natural gas equivalent.

“NGL” means natural gas liquids.

“NYMEX” means New York Mercantile Exchange.

“OPEC+” means the Organization of the Petroleum Exporting Countries Plus.

“Petition Date” means June 28, 2020, the date on which the Debtors commenced the Chapter 11 Cases.

“Plan” means the Fifth Amended Joint Chapter 11 Plan of Reorganization of Chesapeake Energy Corporation and its Debtor Affiliates, attached as Exhibit A to the Confirmation Order.

“Prior Quarter” means the three months ended March 31, 2024.

“Rights Offering” means the common stock rights offering for the Rights Offering Amount consummated by the Debtors on the Effective Date.

“SEC” means United States Securities and Exchange Commission.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator, the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Southwestern” means Southwestern Energy Company.

“Southwestern Merger” means Chesapeake’s merger with Southwestern, which closed on October 1, 2024.

“Warrants” means, collectively, the Class A Warrants, Class B Warrants and Class C Warrants.

“WTI” means West Texas Intermediate.

“/Bbl” means per barrel.

“/Mcf” means per Mcf.

“/Mcfe” means per Mcfe.

Table of Contents

PART I. FINANCIAL INFORMATION


ITEM 1.			Condensed Consolidated Financial Statements

EXPAND ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)


($ in millions, except per share data)	March 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	349	$	317
Restricted cash	78		78
Accounts receivable, net	1,361		1,226
Derivative assets	—		84

Other current assets	325		292
Total current assets	2,113		1,997
Property and equipment:
Natural gas and oil properties, successful efforts method
Proved natural gas and oil properties	23,874		23,093
Unproved properties	5,774		5,897
Other property and equipment	678		654
Total property and equipment	30,326		29,644
Less: accumulated depreciation, depletion and amortization	(6,066)		(5,362)

Total property and equipment, net	24,260		24,282
Long-term derivative assets	2		1
Deferred income tax assets	626		589
Other long-term assets	933		1,025
Total assets	$	27,934	$	27,894

Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	654	$	777
Current maturities of long-term debt, net	—		389
Accrued interest	68		100
Derivative liabilities	896		71
Other current liabilities	1,971		1,786
Total current liabilities	3,589		3,123
Long-term debt, net	5,243		5,291
Long-term derivative liabilities	129		68
Asset retirement obligations, net of current portion	506		499
Long-term contract liabilities	1,159		1,227
Other long-term liabilities	117		121
Total liabilities	10,743		10,329
Contingencies and commitments (Note 5)
Stockholders' equity:
Common stock, $0.01 par value, 450,000,000 shares authorized: 237,476,127 and 231,769,886 shares issued	2		2
Additional paid-in capital	13,700		13,687
Retained earnings	3,489		3,876
Total stockholders' equity	17,191		17,565
Total liabilities and stockholders' equity	$	27,934	$	27,894

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

EXPAND ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended March 31,
($ in millions, except per share data)	2025		2024
Revenues and other:
Natural gas, oil and NGL	$	2,300	$	589
Marketing	910		312
Natural gas, oil and NGL derivatives	(1,014)		172
Gains on sales of assets	—		8
Total revenues and other	2,196		1,081
Operating expenses:
Production	147		59
Gathering, processing and transportation	563		173
Severance and ad valorem taxes	48		29
Exploration	7		2
Marketing	919		323
General and administrative	47		47

Depreciation, depletion and amortization	711		399

Other operating expense, net	22		17
Total operating expenses	2,464		1,049
Income (loss) from operations	(268)		32
Other income (expense):
Interest expense	(59)		(19)

Other income, net	8		20
Total other income (expense)	(51)		1
Income (loss) before income taxes	(319)		33
Income tax expense (benefit)	(70)		7
Net income (loss)	$	(249)	$	26


Earnings (loss) per common share:
Basic	$	(1.06)	$	0.20
Diluted	$	(1.06)	$	0.18
Weighted average common shares outstanding (in thousands):
Basic	234,434		130,893
Diluted	234,434		141,752

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

EXPAND ENERGY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31,
($ in millions)	2025		2024
Cash flows from operating activities:
Net income (loss)	$	(249)	$	26
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization	711		399
Deferred income tax expense (benefit)	(37)		7
Derivative (gains) losses, net

SEC Form 10-Q filed by Expand Energy Corporation