EXPAND ENERGY Corp

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Description of Company

Expand Energy Corporation (“Expand Energy,” “we,” “our,” “us” or the “Company”) is a leading North American integrated natural gas company. As the largest natural gas producer in the U.S., based on net daily production, Expand Energy is focused on responsibly developing an abundant supply of natural gas, oil and NGL to expand energy access for all. Our exploration and production (“E&P”) operations are located in Louisiana, Texas, Pennsylvania, West Virginia and Ohio, with all of our E&P operations located onshore in the United States. The recent acquisition of Twin Eagle, further described in Note 2, has expanded our marketing operations across the United States as well as Canada.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Expand Energy were prepared in accordance with GAAP and the rules and regulations of the SEC. Pursuant to such rules and regulations, certain disclosures have been condensed or omitted.

This Quarterly Report on Form 10-Q (this “Form 10-Q”) relates to our financial position as of September 30, 2026 and December 31, 2025, and our results of operations for the three months ended September 30, 2026 (“Current Quarter”), the nine months ended September 30, 2026 (“Current Period”), the three months ended September 30, 2025 (“Prior Quarter”) and the nine months ended September 30, 2025 (“Prior Period”). This Form 10-Q should be read in conjunction with ourannual report on Form 10-Kfor the year ended December 31, 2025 (“2025 Form 10-K”). The accompanying unaudited condensed consolidated financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair statement of our condensed consolidated financial statements and accompanying notes and include the accounts of our direct and indirect wholly owned subsidiaries and entities in which we have a controlling financial interest. Intercompany accounts and balances have been eliminated.

Restricted Cash

As of September 30, 2026, we had restricted cash of $103 million. Our restricted cash primarily represents funds restricted for payment of certain royalties pending the outcome of competing ownership claims for certain minerals.

Foreign Currency Translation

The U.S. dollar is the functional currency for our consolidated operations except for our Canadian operations assumed in the Twin Eagle Acquisition, which use the Canadian dollar as the functional currency. Assets and liabilities denominated in Canadian dollars are translated to U.S. dollars for financial reporting purposes using the exchange rate on the date of the condensed consolidated balance sheet, while revenues and expenses are translated at the average exchange rate during the applicable period. Any gains or losses on transactions in currencies other than the functional currency are included in net income in the current period. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income. For the time periods covered by this Form 10-Q, we did not have any material foreign currency translation adjustments or items impacting other comprehensive income.

Goodwill and Intangible Assets

Goodwill is not amortized but is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Finite-lived intangible assets are amortized over their estimated useful lives in a manner that reflects the pattern in which the related economic benefits are expected to be consumed. Finite-lived intangible assets are evaluated for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable. See Note 2 for additional information regarding the goodwill and intangible assets recognized in connection with the Twin Eagle Acquisition.

Inventory

Our inventory primarily consists of natural gas held in storage facilities and natural gas pipeline imbalances. Storage inventory is stated at the lower of cost and net realizable value, with cost determined using the weighted-average cost method. Pipeline imbalances represent differences between the volumes of natural gas delivered to and received from pipelines and are valued using applicable market prices as of the condensed consolidated balance sheet date.

Recently Issued Accounting Standards

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies interim disclosure requirements and the applicability of Topic 270. Additionally, ASU 2025-11 includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are evaluating the impact this ASU will have on our disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 expands disclosures about specific costs and expenses presented on the face of the income statement. This ASU is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are evaluating the impact this ASU will have on our disclosures.

We consider the applicability and impact of all ASUs. ASUs not listed above were evaluated and determined to either be not applicable, already adopted and disclosed or not material upon adoption.

Twin Eagle Acquisition

On September 16, 2026, we completed the acquisition of Twin Eagle, a provider of natural gas marketing and logistics services, through a merger with one of our wholly owned subsidiaries. The aggregate purchase price was approximately $1.4 billion, including purchase price adjustments. This acquisition has expanded our marketing operations across the United States as well as Canada, extending our reach throughout North America within the natural gas value chain. We funded the transaction through a combination of cash on hand and borrowings under our Credit Facility. During the Current Quarter, we recognized approximately $22 million of costs related to the Twin Eagle Acquisition, which primarily related to transaction, consulting and legal fees. These acquisition-related costs are included within other operating expense (income), net within our condensed consolidated statements of operations.

Preliminary Purchase Price Allocation

We have accounted for the Twin Eagle Acquisition as a business combination, using the acquisition method. The following table represents the preliminary allocation of the total purchase price of Twin Eagle to the identifiable assets acquired and the liabilities assumed based on the fair values as of the acquisition date. Certain data necessary to complete the purchase price allocation is not yet available, and includes, but is not limited to, final tax returns that provide the underlying tax basis of Twin Eagle’s assets and liabilities and final appraisals of assets acquired and liabilities assumed, including the acquired intangible assets and goodwill. We expect to complete the purchase price allocation during the 12-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate.

(a)Represents Twin Eagle incentive awards that were paid in cash at time of closing, including change of control award agreements.

Goodwill and Intangible Assets

In connection with the Twin Eagle Acquisition, we recognized the identifiable assets acquired and liabilities assumed at their acquisition-date fair values. We engaged a third-party valuation specialist to assist management in estimating the fair values of certain acquired assets, including the identifiable intangible assets.

The Twin Eagle Acquisition resulted in the recognition of approximately $349 million of goodwill. Prior to the Twin Eagle Acquisition, we hadno goodwill. The goodwill recognized primarily represents the value attributable to expected operational and commercial synergies from combining Twin Eagle’s operations with ours and other benefits that do not qualify for separate recognition as identifiable intangible assets. We expect approximately $242 million of the goodwill recognized from the Twin Eagle Acquisition to be deductible for U.S. tax purposes.

The following table presents information regarding the identifiable intangible assets acquired in the Twin Eagle Acquisition:

The customer relationship intangible assets represent the estimated value of relationships with existing customers and are being amortized over their estimated useful lives of approximately 25 years using the straight-line method of amortization, with a weighted average amortization period of 25 years. Amortization expense associated with these intangible assets is recognized within depreciation, depletion and amortization within our condensed consolidated statements of operations. Amortization expense is estimated to be approximately $26 million in each of the next 5 years.

The transportation and storage contract intangible assets represent the estimated value attributable to acquired contractual arrangements and are being amortized over their estimated useful lives of up to 12 years using an accelerated method based on the pattern in which the related economic benefits are expected to be consumed, with a weighted average amortization period of 3.8 years. Amortization expense associated with these intangible assets is recognized within depreciation, depletion and amortization within our condensed consolidated statements of operations. Amortization expense associated with the transportation and storage contract intangible assets is estimated to be approximately $138 million in 2027, $57 million in 2028, $38 million in 2029, $31 million in 2030 and $20 million in 2031.

Management estimated the fair values of the acquired intangible assets using the multi-period excess earnings method for customer relationships and a discounted cash flow analysis for transportation and storage contracts. These fair value estimates required the use of significant assumptions and judgment, including forecasted revenue, customer attrition, operating margins, contract renewal assumptions and discount rates. For the period from the acquisition date through September 30, 2026, amortization expense associated with the acquired intangible assets was approximately $7 million. Additionally, the acquired intangibles have no significant residual values or contractual renewal or extension terms. The weighted average amortization period for the acquired intangible assets in total is approximately 16.4 years.

Revenues and Earnings Subsequent to Acquisition

We included in our condensed consolidated statements of operations revenues of$196 million and net earnings of$4 million, related to the Twin Eagle businesses for the period from September 16, 2026 through September 30, 2026.

Combined Pro Forma Financial Information

The following unaudited pro forma financial information is based on our historical consolidated financial statements adjusted to reflect as if the Twin Eagle Acquisition had occurred on January 1, 2025. The information below reflects pro forma adjustments based on available information and certain assumptions that we believe are reasonable, including the estimated tax impact of the pro forma adjustments.

Eagle Ford Divestitures

During 2023, we divested our Eagle Ford assets through three separate transactions (“the Eagle Ford divestiture transactions”). In each of these transactions, we received a portion of the purchase price upon closing, subject to customary post-closing adjustments, with the remainder of the purchase price recorded as deferred consideration and treated as a non-interest-bearing note to be paid in installments in up to the following four years following the close of the transaction. The deferred consideration is recorded at fair value with an imputed rate of interest as a Level 2 input, and approximately $54 million and $114 million of the deferred consideration is reflected within other current assets on the condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025, respectively, and approximately $91 million of the deferred consideration is reflected within other long-term assets on the condensed consolidated balance sheets as of December 31, 2025. These installment payments are recorded as receipts of deferred consideration in our condensed consolidated statements of cash flows.

Basic earnings per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is calculated in the same manner but includes the impact of potentially dilutive securities utilizing the treasury stock method. Potentially dilutive securities consists of issuable shares related to warrants, unvested restricted stock units (“RSUs”), and unvested performance share units (“PSUs”).

The reconciliations between basic and diluted earnings per share are as follows:

During the Current Quarter and Current Period, the diluted earnings per share calculation excludes the effect of 10,837 reserved shares of common stock related to the settlement of General Unsecured Claims associated with the Chapter 11 Cases, as all necessary conditions had not been met for such shares to be considered dilutive shares.

During the Prior Quarter and Prior Period, the diluted earnings per share calculation excludes the effect of 308,646 reserved shares of common stock and 582,109 reserved Class C Warrants related to the settlement of General Unsecured Claims associated with the Chapter 11 Cases, as all necessary conditions had not been met for such shares to be considered dilutive shares. On February 9, 2026, the Warrants, including the Class C Warrants, expired. For additional information on the Warrants, see Note 9.

Our long-term debt consisted of the following as of September 30, 2026 and December 31, 2025:

(a)The carrying value of borrowings under our Credit Facility approximates fair value as the interest rates are based on prevailing market rates and are a Level 1 fair value measurement. For all other debt, a market approach, based upon quotes from major financial institutions, which are Level 2 inputs, is used to measure the fair value.

(b)These notes were redeemed during the Current Period, see additional information below.

Credit Facility. On September 30, 2025, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) that, as amended, had a maturity date of September 30, 2030 (the “Credit Facility”), with the lenders and issuing banks party thereto from time to time (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent. On October 6, 2026, we obtained consent from the Lenders to an amendment to extend the maturity date of the Credit Facility byone year to September 30, 2031. The maturity date for the Credit Facility hastwo one-year extension options available, each subject to the Lenders’ consent. The Credit Facility provides for aggregate commitments of $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. Under the Credit Facility, the sublimit available for the issuance of letters of credit is $1.0 billion and the sublimit available for swingline loans is $100 million. As of September 30, 2026, there wereno outstanding letters of credit under the Credit Facility, and there was approximately$450 millionof outstanding borrowings and approximately $3.1 billion available for borrowings under the Credit Facility.

The Credit Agreement contains restrictive covenants that, subject to exceptions customary to investment-grade credit facilities, limit Expand Energy and its subsidiaries’ ability to, among other things: (i) incur priority indebtedness, (ii) enter into mergers; (iii) make or declare dividends; (iv) incur liens; (v) sell all or substantially all of their assets; and (vi) engage in certain transactions with affiliates. The Credit Agreement requires our compliance with an indebtedness to capitalization ratio, which is the ratio of the Company’s total indebtedness to the sum of total indebtedness plus stockholders’ equity (the “Debt to Capitalization Ratio”), not to exceed 65%, tested at the end of each quarter. As of September 30, 2026, we were in compliance with the Debt to Capitalization Ratio.

Borrowings under the Credit Agreement may be alternate base rate loans or term SOFR loans, at our election. Interest is payable quarterly for alternate base rate loans and at the end of the applicable interest period for term SOFR loans. Term SOFR loans bear interest at term SOFR plus an applicable rate ranging from 112.5 to 200 basis points per annum, depending on the Company’s unsecured debt ratings. Alternate base rate loans bear interest at a rate per annum equal to the greatest of: (i) the prime rate; (ii) the federal funds effective rate plus 50 basis points; and (iii) the term SOFR rate for a one-month interest period plus 100 basis points, plus an applicable margin ranging from 12.5 to 100 basis points per annum, depending on the Company’s unsecured debt ratings. Expand

Energy also pays a commitment fee on unused commitment amounts under the Credit Facility ranging from 12.5 to 32.5 basis points per annum, depending on the Company’s unsecured debt ratings.

The Credit Facility is subject to customary events of default, remedies, and cure periods for investment-grade credit facilities of this nature.

Issuance of 5.65% Senior Notes

On September 17, 2026, we completed our underwritten public offering of $500 million aggregate principal amount of our 5.65% Senior Notes due 2031 (the “2031 Notes”). The 2031 Notes were issued pursuant to the Indenture (the “Base Indenture”), dated as of December 2, 2024, between the Company and Regions Bank (the “Trustee”), as trustee, as supplemented by the Second Supplemental Indenture, dated as of September 17, 2026, between the Company and the Trustee, setting forth specific terms applicable to the 2031 Notes.

The 2031 Notes are the Company’s senior unsecured obligations and rank equally in right to payment of the holders of the Company’s other current and future unsecured senior debt, including debt under the Company’s revolving credit facility and the Company’s existing senior notes, and senior in right of payment to any future subordinated debt that the Company may incur. The 2031 Notes are not guaranteed by any of the Company’s subsidiaries and are therefore structurally subordinated to any indebtedness incurred by any of the Company’s subsidiaries.

The 2031 Notes mature on September 15, 2031 and interest on the 2031 Notes is payable semi-annually, on March 15 and September 15 of each year, beginning on March 15, 2027.

Senior Notes Repayment

During the Prior Period, the $389 million aggregate principal of 4.95% Senior Notes due 2025 (the “2025 Notes”) was repaid and terminated with cash on hand and borrowings on the Company’s reserve-based credit facility entered into on December 9, 2022, which was subsequently terminated in connection with the entry into the Credit Facility. The borrowings on the prior credit facility were subsequently repaid during the Prior Period. Additionally, we redeemed the remaining $47 million aggregate principal of the 5.50% Senior Notes due 2026 (the “2026 Notes”), approximately $103 million of our 6.75% 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 with cash on hand.

During the Current Period, we redeemed the $847 million aggregate principal of 6.75% Senior Notes due 2029 for approximately $875 million, which included accrued interest of $28 million. Additionally, we redeemed the $440 million aggregate principal of 5.875% Senior Notes due 2029 for approximately $446 million, which included accrued interest of $6 million. Upon redemption of the 6.75% Senior Notes due 2029 and the 5.875% Senior Notes due 2029, we recognized a gain of $37 million during the Current Period primarily related to the derecognition of the unamortized premiums for these notes. We utilized cash on hand for the redemption of the 6.75% Senior Notes due 2029 and the 5.875% Senior Notes due 2029.

Assumption of Twin Eagle’s Credit Facility

On September 16, 2026, we closed the Twin Eagle Acquisition. As part of this acquisition, we assumed Twin Eagle’s Fifth Amended and Restated Credit Agreement, dated as of May 16, 2025 (the “Twin Eagle Credit Agreement”), with the lenders and issuing banks party thereto from time to time (the “Twin Eagle Lenders”), and MUFG Bank, Ltd., as administrative agent and collateral agent. The Twin Eagle Credit Agreement was amended on September 10, 2026 related to the Twin Eagle Acquisition. The Twin Eagle Credit Agreement provides for a revolving credit facility (the “Twin Eagle Credit Facility”) with a maturity date of May 16, 2027 and aggregate commitments of up to $1.4 billion. As of September 30, 2026, there were $1.0 billion of elected commitments under the Twin Eagle Credit Facility. The Twin Eagle Credit Facility can be used for borrowings or for the issuance of letters of credit, with incremental capacity for additional commitments in an amount up to $0.6 billion, subject to the receipt of commitments thereto and certain customary conditions. Under the Twin Eagle Credit Facility, the sublimit available for swingline loans is $200 million. As of September 30, 2026, there wereno outstanding borrowings and there was approximately $266 million outstanding letters of credit under the Twin Eagle Credit Facility and approximately $734 million available for borrowings or for the issuance of letters of credit under the elected commitments.

We expect the Twin Eagle Credit Facility to remain outstanding for a limited period of time, after which we intend to terminate this facility once all outstanding letters of credit are canceled. Neither Expand Energy nor its subsidiaries (other than certain Twin Eagle Resource Management, LLC subsidiaries) provide guarantees for this facility.

Substantially all of Twin Eagle’s and the guarantors’ thereunder assets were pledged as security for the Twin Eagle Credit Facility. The availability of capacity for borrowings and letters of credit were subject to a borrowing base calculation and other covenants. As of September 30, 2026, Twin Eagle was in compliance with the covenants associated with the Twin Eagle Credit Facility.

The Twin Eagle Credit Agreement contains restrictive covenants that limit Twin Eagle and its subsidiaries’ ability to, among other things: (i) incur indebtedness, (ii) enter into mergers; (iii) make restricted payments, including distributions; (iv) incur liens; (v) sell all or substantially all of their assets; and (vi) engage in certain transactions with affiliates. The Twin Eagle Credit Agreement requires Twin Eagle’s compliance with the following financial covenants, each tested as of the last day of each calendar month: (i) a consolidated net working capital of not less than 18% of a maximum amount then in effect; (ii) a consolidated tangible net worth of not less than the greater of 20.0% of a maximum amount then in effect and $200 million; (iii) a consolidated leverage ratio, which is the ratio of consolidated total liabilities (minus any subordinated indebtedness up to 50.00% of the consolidated total liabilities) to consolidated tangible net worth, not to exceed 8.5 to 1.0; and (iv) a consolidated tangible net worth minus an aggregate marked-to-market value of, and reserves for, forward contracts with delivery periods more than one year out of not less than the greater of 14.5% of a maximum amount then in effect and $145 million. As of September 30, 2026, Twin Eagle was in compliance with each of these financial condition covenants.

Borrowings under the Twin Eagle Credit Agreement may be base rate loans, term SOFR loans or cost of funds loans, at our election. Interest is payable monthly for base rate loans and at the end of the applicable interest period for term SOFR loans and cost of funds loans. Term SOFR loans bear interest at adjusted term SOFR plus an applicable margin of 175 basis points per annum. Base rate loans bear interest at a rate per annum equal to the greatest of: (i) the prime rate; (ii) the federal funds rate plus 50 basis points; and (iii) adjusted term SOFR for a one-month tenor plus 150 basis points, plus an applicable margin of 75 basis points per annum.

Assumption of Twin Eagle’s Trade Receivables Purchase Agreement

As part of the Twin Eagle Acquisition, we also assumed Twin Eagle’s Uncommitted Trade Receivables Purchase Agreement (the “Twin Eagle Trade Receivables Purchase Agreement”), made as of February 17, 2022, by and between Twin Eagle Resources Management, LLC, as seller, and MUFG Bank, Ltd., as purchaser. The Twin Eagle Trade Receivables Purchase Agreement matures on February 17, 2027 and renews automatically on an annual basis. The Twin Eagle Trade Receivables Purchase Agreement provides for Twin Eagle Resources Management, LLC to offer to sell, and MUFG Bank, Ltd. to purchase, on an uncommitted and discretionary basis, certain of Twin Eagle Resources Management, LLC’s trade receivables accounts. As of September 30, 2026, $86 million of trade receivables accounts had been sold under the Twin Eagle Trade Receivables Purchase Agreement and are reflected within other current liabilities within our condensed consolidated balance sheets.

Aside from the Twin Eagle Credit Facility and the Twin Eagle Trade Receivables Purchase Agreement, the Company hadno secured debt as of September 30, 2026.

Contingencies

Business Operations and Litigation and Regulatory Proceedings

We are involved in, and expect to continue to be involved in, various lawsuits and disputes incidental to our business operations, including commercial disputes, personal injury claims, royalty claims, property damage claims and contract actions. We are also party to the consolidated Chapter 11 Cases pending for the Debtors in the Bankruptcy Court.

Our total accrued liability in respect of litigation and regulatory proceedings is determined on a case-by-case basis and represents an estimate of probable losses after considering, among other factors, the progress of each case or proceeding, our experience and the experience of others in similar cases or proceedings, and the opinions and views of legal counsel. Significant judgment is required in making these estimates. While it is not possible at this time to estimate the amount of any additional loss, or range of loss that is reasonably possible, based on the nature of the claims, management believes that current litigation, claims and proceedings, individually or in aggregate and after taking into account insurance, are not likely to have a material adverse impact on our financial position, results of operations or cash flows. Many of these matters are in early stages and are all subject to inherent uncertainties. Therefore, management’s view may change in the future. If an unfavorable final outcome were to occur, there exists the possibility of our final liabilities being materially different.

The majority of Chesapeake’s pre-petition legal proceedings were settled during the Chapter 11 Cases or will be resolved in connection with the claims reconciliation process before the Bankruptcy Court, together with actions seeking to collect pre-petition indebtedness or to exercise control over the property of Chesapeake’s bankruptcy estates. Any allowed claim related to such litigation will be treated in accordance with the Plan. The Plan in the Chapter 11 Cases, which became effective on February 9, 2021, provided for the treatment of claims against Chesapeake’s bankruptcy estates, including pre-petition liabilities that had not been satisfied or addressed during the Chapter 11 Cases. Many of these proceedings were in early stages as of the Petition Date, and many of them sought damages and penalties, the amount of which is indeterminate. Any legal proceeding pending against Southwestern and assumed by us in connection with the Southwestern Merger is not subject to discharge or resolution as part of the Chapter 11 Cases.

Environmental Contingencies

The nature of the natural gas and oil business carries with it certain environmental risks for us and our subsidiaries. We have implemented various policies, programs, procedures, training and audits to reduce and mitigate such environmental risks. We conduct periodic reviews, on a company-wide basis, to assess changes in our environmental risk profile. Environmental reserves are established for environmental liabilities for which economic losses are probable and reasonably estimable. We manage our exposure to environmental liabilities in acquisitions by using an evaluation process that seeks to identify pre-existing contamination or compliance concerns and address the potential liability. Depending on the extent of an identified environmental concern, we may, among other things, exclude a property from the transaction, require the seller to remediate the property to our satisfaction in an acquisition or agree to assume liability for the remediation of the property.

Commitments

Gathering, Processing, Transportation and Storage Agreements

We have contractual commitments with midstream service companies and pipeline carriers for future gathering, processing and transportation of natural gas, oil and NGL to move certain of our production to market, as well as separate commitments with other counterparties for storage services. Certain of these arrangements include reservation and other capacity-related fees. Working interest owners and royalty interest owners, where appropriate, will be responsible for their proportionate share of these costs. Generally, commitments related to gathering, processing, transportation and storage agreements are not recorded as obligations in the accompanying condensed consolidated balance sheets, however, as part of the Southwestern Merger, we assumed gathering, processing, transportation and storage contracts, certain of which were deemed to be above or below current market rates. We recognized assets and liabilities for the difference in the contractual and market rates of these contracts, as of the date of the Southwestern Merger.

The aggregate undiscounted commitments under our gathering, processing, transportation and storage agreements, excluding any reimbursement from working interest and royalty interest owners, credits for third-party volumes or future costs under cost-of-service agreements, are presented below:

In addition, we have long-term agreements for certain natural gas gathering and related services within specified acreage dedication areas in exchange for cost-of-service based fees redetermined annually, or tiered fees based on volumes delivered relative to scheduled volumes. Future gathering fees may vary with the applicable agreement.

Sales and Purchase Agreements

In April 2026, the Company entered into a 20-year LNG sales and purchase agreement with Delfin FLNG 1 LLC (“Delfin”) to purchase approximately 1.15 MTPA of LNG. As of June 30, 2026, all conditions precedent under the agreement had been satisfied and the agreement is effective. Commercial deliveries are expected to commence in 2031. 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. Actual amounts paid under the agreement may vary based on commodity prices, inflation adjustments and other contractual terms.

Other Commitments

As part of our normal course of business, we enter into various agreements providing, or otherwise arranging for, financial or performance assurances to third parties on behalf of our wholly owned guarantor subsidiaries. These agreements may include future payment obligations or commitments regarding operational performance that effectively guarantee our subsidiaries’ future performance.

In connection with acquisitions and divestitures, our purchase and sale agreements generally provide indemnification to the counterparty for liabilities incurred as a result of a breach of a representation or warranty by the indemnifying party and/or other specified matters. These indemnifications generally have a discrete term and are intended to protect the parties against risks that are difficult to predict or cannot be quantified at the time of entering into or consummating a particular transaction. For divestitures of natural gas and oil properties, our purchase and sale agreements may require the return of a portion of the proceeds we receive as a result of uncured title or environmental defects.

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.

Other current assets as of September 30, 2026 and December 31, 2025 are detailed below:

Other current liabilities as of September 30, 2026 and December 31, 2025 are detailed below:

The following tables show revenue disaggregated by operating area and product type:

Transaction Price Allocated to Remaining Performance Obligation

As of September 30, 2026, we had approximately $536 million of unsatisfied performance obligations related to natural gas sales that have a fixed price component and a contract term of greater thanone year. These obligations were assumed in connection with the Twin Eagle Acquisition and are expected to be recognized over the next 5 years.

Accounts Receivable

Our accounts receivable are primarily from purchasers of natural gas, oil and NGL and from exploration and production companies that own interests in properties we operate. This industry concentration could affect our overall exposure to credit risk, either positively or negatively, because our purchasers and joint working interest owners may be similarly affected by changes in economic, industry or other conditions. We monitor the creditworthiness of all our counterparties, and we generally require letters of credit or parent guarantees for receivables from parties deemed to have sub-standard credit, unless the credit risk can otherwise be mitigated. We utilize an allowance method in accounting for bad debt based on historical trends in addition to specifically identifying receivables that we believe may be uncollectible.

Accounts receivable as of September 30, 2026 and December 31, 2025 are detailed below:

The table below presents a comparison of the Current Period and Prior Period’s income tax expense and actual year-to-date effective tax rates.

An estimated annual effective tax rate (“EAETR”) is used in recording our interim year-to-date income tax provision. The EAETR is determined based on analysis of year-to-date and projected financial results of our operations. Our EAETR during the Current Period was 21.9%, compared to 21.3% in the Prior Period. The actual year-to-date effective tax rate and EAETR can differ as a result of certain discrete items, which are recorded in the period. Common examples of such items include, but are not limited to, certain equity-based compensation, true-ups resulting from differences between tax returns filed and estimated accruals, and tax effects of enacted laws. Remeasurement of our state deferred tax assets and liabilities due to the Twin Eagle Acquisition resulted in a discrete deferred tax benefit recorded in the Current Period.

The Twin Eagle Acquisition was treated as a taxable asset acquisition and therefore provides for acquired tax basis to be stepped up to fair market value. For U.S. tax purposes, the intangible assets and the tax deductible portion of goodwill will amortize over a 15-year period. We expect approximately $242 million of the goodwill recognized from the Twin Eagle Acquisition to be deductible for U.S. tax purposes.

As a result of projecting federal and state income taxes, a portion of our EAETR represents the estimated provision for current taxes. Due to the book income in the Current Period and Prior Period, a current tax expense of $19 million and $9 million, respectively, was recorded.

As of December 31, 2025, we were in a net deferred tax asset position and we anticipate being in a net deferred tax liability position as of December 31, 2026. Based on all available positive and negative evidence, including projections of future taxable income, we believe it is more likely than not that some of our deferred tax assets will not be realized. As such, a partial valuation allowance was recorded for federal and state purposes as of September 30, 2026 and December 31, 2025. As of September 30, 2026, we were in a net deferred tax liability position for all jurisdictions.

On July 4, 2025, the current Presidential Administration signed into law the One Big Beautiful Bill Act (the “OBBBA”). This bill restores 100% bonus depreciation for property acquired and placed into service after January 19, 2025, restores the immediate expensing of research expenditures, and provides for parity between the treatment of intangible drilling costs and depreciation for purposes of the CAMT. The enactment of the OBBBA and its provisions contributed to a reduction in the Company’s expected current tax expense with an offsetting increase to the Company’s expected deferred tax expense.

Dividends

The table below presents dividends during the Current Period and Prior Period.

On October 27, 2026, we declared a base quarterly dividend payable of $0.575 per share, which will be paid on December 3, 2026 to stockholders of record at the close of business on November 12, 2026.

Share Repurchases

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. 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. During the Current Period, we repurchased 9.8 million shares for an aggregate price of $909 million, which includes the impact of the 1% excise tax on share repurchases. 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 retired and recorded as a reduction to common stock and retained earnings.

Warrants

As of December 31, 2025, there were 15,705 Class A Warrants,48,801 Class B Warrants and 1,244,008 Class C Warrants outstanding. On February 9, 2026, all of the outstanding Warrants that had not been previously exercised expired. As a result of these Warrant exercises, we issued 1,122,179 common shares and no longer have any outstanding Warrants.

Our long-term incentive plan, as amended and adopted by our Board of Directors (the “LTIP”), provides for the grant of RSUs, restricted stock awards, stock options, stock appreciation rights, performance awards and other stock awards to the Company’s employees and non-employee directors and has a share reserve equal to 6,800,000 shares of common stock.

Restricted Stock Units. During the Current Period, we granted RSUs to employees and non-employee directors under the LTIP, which will vest over athree-year period andone-year period, respectively. The fair value of RSUs is based on the closing sales price of our common stock on the date of grant, and compensation expense is recognized ratably over the requisite service period. A summary of the changes in unvested RSUs is presented below:

(a)Includes approximately 479 thousand awards granted to certain employees in connection with the Twin Eagle Acquisition. These awards will vest in full on the third anniversary of the grant date, subject to continued employment through the vesting date.

The aggregate intrinsic value of RSUs that vested during the Current Period was approximately$44 million based on the stock price at the time of vesting.

As of September 30, 2026, there was approximately $114 millionof total unrecognized compensation expense related to unvested RSUs. The expense is expected to be recognized over a weighted average period of approximately 2.37 years.

Performance Share Units. During the Current Period, we granted PSUs to senior management and certain employees under the LTIP, which will generally vest over athree-year period and will be settled in shares. The performance criteria include total shareholder return (“TSR”) and relative TSR (“rTSR”) and could result in a total payout between 0% -200% of the target units. The fair value of the PSUs was measured on the grant date using a Monte Carlo simulation, and compensation expense is recognized ratably over the requisite service period because these awards depend on a combination of service and market criteria.

The following table presents the assumptions used in the valuation of the PSUs granted during the Current Period.

A summary of the changes in unvested PSUs is presented below:

The aggregate intrinsic value of PSUs that vested during the Current Period was approximately$11 million based on the stock price at the time of vesting.

As of September 30, 2026, there was approximately $17 millionof total unrecognized compensation expense related to unvested PSUs. The expense is expected to be recognized over a weighted average period of approximately 1.83 years.

RSU and PSU Compensation.

We recognized the following compensation costs, net of actual forfeitures, related to RSUs and PSUs for the periods presented:

We use derivative instruments to reduce our exposure to fluctuations in future commodity prices and to protect our expected operating cash flow against significant market movements or volatility. These commodity contract derivative financial instruments primarily include futures, swaps, and options, that manage index price risk, and basis risk. All of our commodity contract derivative instruments are net settled based on the difference between the fixed-price payment and the floating-price payment, resulting in a net amount due to or from the counterparty. These instruments may be transacted through an exchange or bilaterally with a counterparty. Our derivative instruments, other than those that meet the normal purchase and normal sale scope exception, are recorded at fair value in accordance with GAAP within our condensed consolidated balance sheets. We have elected not to designate any of our derivative instruments, including those acquired as part of the Twin Eagle Acquisition, for hedge accounting treatment.

As part of the Twin Eagle Acquisition, we acquired certain foreign currency, interest rate, and power derivative positions that Twin Eagle used as economic hedges. The foreign currency derivatives were used to manage exchange rate exposure associated with activity denominated in Canadian dollars, the interest rate derivatives were used to manage interest rate risk, and the power derivatives were used to manage exposure to fluctuations in power prices. The power derivative positions are included within our commodity derivatives below. Additional information on the Twin Eagle Acquisition is found in Note 2.

All gains and losses associated with our derivative instruments, including those acquired in the Twin Eagle Acquisition, are reflected within our condensed consolidated statements of operations within gains on derivatives and are presented within the table below.

The following table presents the notional volumes from our outstanding natural gas, oil and NGL derivative instruments as of September 30, 2026 and December 31, 2025:

Power Derivatives

As of September 30, 2026, the aggregate notional amount of our outstanding power derivatives was 1.5 million MWh.

Foreign Currency Derivatives

As of September 30, 2026, the aggregate notional amount of our outstanding foreign currency derivatives was approximately $260 million.

Interest Rate Derivatives

As of September 30, 2026, the aggregate notional amount of our outstanding interest rate derivatives was approximately $5.5 billion.

The following table presents the fair value and location of each classification of derivative instrument included in the condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025 on a gross basis and after same-counterparty netting:

(a)These financial assets (liabilities) are measured at fair value on a recurring basis utilizing significant other observable inputs; see further discussion on fair value measurements below.

Fair Value

The fair value of our derivative instruments is based on third-party pricing models that utilize inputs that are either readily available in public markets or can be corroborated from active markets or broker quotes and, as such, are classified as Level 2. The fair value of our commodity derivatives is determined using observable inputs, including natural gas, oil, NGL and power forward-price curves, volatility curves and discount factors. The fair value of our foreign currency derivatives is determined using observable foreign currency exchange rates and forward curves, and the fair value of our interest-rate derivatives is determined using observable interest rates and yield curves. These values are compared to counterparty valuations for reasonableness. Derivatives are also subject to the risk that either party to a contract will be unable to meet its obligations. We factor non-performance risk into the valuation of our derivatives using current published credit default swap rates. To date, this has not had a material impact on the values of our derivatives.

Credit Risk Considerations

Our derivative instruments expose us to our counterparties’ credit risk. To mitigate this risk, we evaluate the creditworthiness of our derivative counterparties and seek to transact with counterparties that have acceptable credit strength, and we attempt to limit our exposure to non-performance by any single counterparty. As of September 30, 2026, our commodity contracts derivative instruments were spread among 33 counterparties.

Hedging Arrangements

Certain of our hedging arrangements are with counterparties that are also Lenders (or affiliates of Lenders) under our Credit Facility. We do not expect to post cash or letters of credit to secure our obligations under these hedging arrangements while we have our investment grade ratings. The obligations under these contracts must be secured by cash or letters of credit to the extent that any mark-to-market amounts exceed defined thresholds. As of September 30, 2026, we had $42 million of letters of credit posted as collateral related to certain Twin Eagle commodity derivatives. We maintain accounts with brokers or the clearing houses of certain exchanges to facilitate financial derivative transactions. Based on the value of the positions in these accounts and associated margin requirements, we may be required to deposit cash into these accounts. As of September 30, 2026, the cash held within these broker margin accounts was $35 million, and is included within other current assets within our condensed consolidated balance sheets.

Momentum Sustainable Ventures LLC. During the fourth quarter of 2022, the Company entered into an agreement with Momentum Sustainable Ventures LLC (“Momentum”) to build a new natural gas gathering pipeline and carbon capture project, which gathers and treats natural gas produced in the Haynesville Shale for delivery to Gulf Coast markets, including LNG export, the New Generation Gas Gathering LLC (“NG3”) operated pipeline (the “NG3 pipeline”). The NG3 pipeline was placed in service and began gathering operations on October 1, 2025. Under a CO2 services agreement with ExxonMobil Low Carbon Solutions Onshore Storage, LLC (“Exxon”), NG3 began delivering CO2 to Exxon for capture and sequestration in February 2026. During the Current Quarter, Momentum was acquired by Williams (NYSE: WMB), but we continue to have a 35% interest in the joint venture entity and classify our investment with Momentum in the NG3 pipeline as a related party.

We have accounted for this investment as an equity method investment, and its carrying value, which is reflected within other long-term assets on the condensed consolidated balance sheets, was $304 million and $313 million as of September 30, 2026 and December 31, 2025, respectively. We recognize our proportionate share of income (loss) related to our investment with Momentum in other income, net within our condensed consolidated statements of operations. Our proportionate share of income (loss) related to our investment with Momentum is recognized on athree-month lag. During the Current Quarter and Prior Quarter, as well as the Current Period and Prior Period, our proportionate share of income (loss) related to our investment in the NG3 pipeline did not have a material impact to our financial statements. We periodically review our investment with Momentum to determine if a loss in value, which is other than a temporary decline, has occurred. If an other than temporary decline has occurred, we recognize an impairment on our investment. Through September 30, 2026, we havenot recognized any impairments related to our investment with Momentum.

The NG3 pipeline provides to us certain gathering, processing and transportation services. 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 11 years. During the Current Quarter and Current Period, approximately $23 million and $62 million of our gathering, processing and transportation expenses were related to services provided by the NG3 pipeline, respectively, and is reflected within our condensed consolidated statements of operations. Additionally, approximately $18 million and $12 million of our accounts payable balance as of September 30, 2026 and December 31, 2025, respectively, was related to gathering, processing and transportation services rendered to us by the NG3 pipeline.

Supplemental disclosures to the condensed consolidated statements of cash flows are presented below.

Operating segments are components of an enterprise that engage in business activities from which they may earn revenues and incur expenses, have discrete financial information available, and are regularly evaluated by the chief operating decision maker (“CODM”) to allocate resources and assess performance. Our Chief Executive Officer serves as our CODM. Our revenues are derived from the production, marketing and sale of natural gas, oil and NGL. Substantially all of the production generated by our Exploration and Production segment is marketed and sold by our Marketing segment. Additional information on our revenues, including the disaggregation of our revenues, is found in Note 7.

As of September 30, 2026, our operating segments consisted of our individual exploration and production operating areas and our marketing business. Following the Twin Eagle Acquisition, we changed our reportable segment structure fromone reportable segment totwo: Exploration and Production (“E&P”) and Marketing. We aggregate our E&P operating segments into one reportable segment based on their similar economic characteristics and the similar nature of their operations and revenue-generating activities. Our E&P segment engages in the exploration and production of gas, oil and NGL. Our Marketing segment sells the production volumes generated by the E&P segment as well as third-party produced volumes while seeking to optimize the prices received for our production. Subsequent to the Twin Eagle Acquisition, Marketing was identified as a separate operating and reportable segment because the CODM now separately evaluates its operating performance and allocates resources based on discrete financial information provided for those operations. The CODM uses income (loss) from operations to assess the performance of each reportable segment, allocate resources and compare actual results with forecasted information. Our CODM previously used consolidated net income (loss) for purposes of allocating resources and in assessing Expand Energy’s operating performance as Expand Energy was a single reportable segment. In conjunction with the change totwo reportable segments, our CODM now uses income (loss) from operations as certain items are not allocated at the segment level, such as taxes and other nonoperating items. Intersegment transactions are recorded using market-based pricing and are eliminated in consolidation. Segment results are presented within the tables below. Prior-period segment information has been recast to conform to the current-period presentation.

The CODM does not review or receive asset information by segment. As substantially all capital expenditures relate to or support our E&P segment, the CODM reviews capital expenditures on a consolidated basis when assessing the Company’s performance. During the Current Quarter and Prior Quarter, our capital expenditures were $794 million and $735 million, respectively. During the Current Period and Prior Period, our capital expenditures were $2,361 million and $2,124 million, respectively. During the Current Quarter, Current Period, Prior Quarter and Prior Period we didnot make any contributions to equity method investments.

The table below reconciles income (loss) from operations to net income.

(a)Included within other income, net is approximately $4 million, $6 million, $20 million and $13 million, respectively, of interest revenue during the Current Quarter, Prior Quarter, Current Period and Prior Period.