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EXPAND ENERGY Corp

For the period ended Jun 4, 2026. Filed Apr 24, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 4, 2026 · Filed Apr 24, 2026

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EXE$84.60-0.9%Stored close · as of Nov 6, 2026
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Forward-Looking Statements Appendix — Reconciliation of Non-GAAP Financial Measures

Appendix 69 Forward-Looking Statements This Proxy Statement includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include our current expectations or forecasts of future events, including matters relating to armed conflict between Russia and Ukraine, instability the Middle East and Venezuela and changes in China-Taiwan relations, along with the effects of the current global economic environment, and the impact of each on our business, financial condition, results of operations and cash flows, actions by, or disputes among or between, members of OPEC+ and other foreign oil-exporting countries, market factors, market prices, our ability to meet debt service requirements, our ability to continue to pay cash dividends, the amount and timing of any cash dividends and our sustainability initiatives. Forward-looking and other statements in this Proxy Statement regarding our environmental, social and other sustainability plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in SEC filings. In addition, historical, current, and forward-looking environmental, social and sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Forward-looking statements often address our expected future business, financial performance and financial condition, and often contain words such as “aim,” “predict,” “should,” “expect,” “could,” “may,” “anticipate,” “intend,” “plan,” “ability,” “believe,” “seek,” “see,” “will,” “would,” “estimate,” “forecast,” “target,” “guidance,” “outlook,” “opportunity” or “strategy.” The ab-sence of such words or expressions does not necessarily mean the statements are not forward-looking. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. Factors that could cause actual results to differ materially from expected results are described under Risk Factors and other sections of our most recent Annual Report on Form 10-K and in other filings with the SEC. APPENDIX — Reconciliation of Non-GAAP Financial Measures We report our financial results in accordance with accounting principles generally accepted in the United States of America (GAAP). However, management believes certain non-GAAP performance measures may provide financial statement users with additional meaningful compari-sons between current results, the results of its peers and of prior periods. These non-GAAP financial measures include Adjusted EBITDAX and Free Cash Flow. A reconciliation of each financial measure to its most directly comparable GAAP financial measure is included in the tables on the following pages. Management believes these adjusted financial measures are a meaningful adjunct to earnings and cash flows calculated in accordance with GAAP because (a) management uses these financial measures to evaluate the Company’s trends and performance, (b) these financial measures are comparable to estimates provided by securities analysts, and (c) items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the Company generally excludes infor-mation regarding these types of items. Expand Energy’s definitions of each non-GAAP measure presented herein are provided below. Because not all companies or securities analysts use identical calculations, Expand Energy’s non-GAAP measures may not be comparable to similarly titled measures of other companies or securities analysts. Adjusted EBITDAX Adjusted EBITDAX is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation, depletion and amortization expense, exploration expense, unrealized (gains) losses on derivatives, (gains) losses on sales of assets, and certain items management believes affect the comparability of operating results. Adjusted EBITDAX is presented as it provides investors an indication of the Company’s ability to internally fund exploration and development activities and service or incur debt. Adjusted EBITDAX should not be considered an alternative to, or more meaningful than, net income (loss) as presented in accordance with GAAP.

70 Expand Energy 2026 Proxy Statement Free Cash Flow Free Cash Flow is defined as net cash provided by (used in) operating activities less cash capital expenditures. Free Cash Flow is a liquidity measure that provides investors additional information regarding the Company’s ability to service or incur debt and return cash to shareholders. Free Cash Flow should not be considered an alternative to, or more meaningful than, net cash provided by (used in) operating activities, or any other measure of liquidity presented in accordance with GAAP. 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. We are committed to responsibly developing our significant resource plays to drive resilient stakeholder value and to be a leading provider of natural gas to growing markets. Our mission fuels everything we do, driving us to create sustainable value for our stakeholders. By leveraging our scale, financial strength and operational execution, we are expanding energy access to all. SUSTAINABILITY REPORT We believe in a future where responsible energy production supports global climate ambitions and meets the needs of worldwide energy demand. With our diverse natural gas portfolio, we’re answering the call for affordable, reliable, lower carbon energy. We discuss these topics and more in our annual sustainability and climate reports and encourage your accountability as we report on our sustainability performance and progress. expandenergy.com/sustainability NEWS & STORIES From regional newsletters and press releases to sustainability-related write-ups, our News & Stories website section is a hub for company communications. In addition to business news, we provide updates on the employees, initiatives and programs that support the Company’s success. expandenergy.com/news-stories COMMUNICATE WITH THE COMPANY Board of Directors 866-291-3401 (Director Access Line) TalktoBoD@expandenergy.com Compliance and Ethics 866-291-3401 (Anonymous Helpline) expandethics.com Investor Relations 405-935-8870 ir@expandenergy.com Owner Relations 877-245-1427 contact@expandenergy.com 2025 ANNUAL REPORT expandenergy.com/investors/ company-reports/annual-reports/ EXPAND ENERGY CORPORATION // 2025 ANNUAL REPORT ANNUAL REPORT Supplying Lower Carbon Energy to Growing Markets 10000 ENERGY DRIVE / SPRING, TX 77389 EXPANDENERGY.COM 2026 ANNUAL MEETING WEBSITE AND 2026 ONLINE PROXY STATEMENT investors.expandenergy.com/events-presentations/ annual-meeting-proxy

EXPAND ENERGY CORPORATION // 2026 PROXY STATEMENT 10000 ENERGY DRIVE / SPRING, TX 77389 EXPANDENERGY.COM PROXY STATEMENT Notice of Annual Meeting of Shareholders / June 4, 2026

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V94668-P50177 For Against Abstain For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. 4. In its discretion, upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. EXPAND ENERGY CORPORATION The Board of Directors recommends a vote FOR the election of all director nominees. Company Proposals - The Board of Directors recommends a vote FOR Proposals 2 and 3. Other Matters 1. Election of Directors 2. To approve on an advisory basis our named executive officer compensation for 2025. IMPORTANT: Please date this proxy and sign exactly as your name appears above. If stock is held jointly, the signature should include both names. Executors, administrators, trustees, guardians and others signing in a representative capacity, please give your full title. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. 1a. Timothy S. Duncan 1b. Benjamin C. Duster, IV 1c. Sarah A. Emerson 1d. Matthew M. Gallagher 1e. S.P. “Chip” Johnson IV 1f. Catherine A. Kehr 1g. Shameek Konar 1h. Brian Steck 1i. Michael A. Wichterich SCAN TO VIEW MATERIALS & VOTEw VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 10:59 P.M. Central Time on June 3, 2026. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/EXE2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 10:59 P.M. Central Time on June 3, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Expand Energy Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Expand Energy Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. You may also sign up for electronic delivery by visiting www.icsdelivery.com/exe. 10000 ENERGY DRIVE SPRING, TX 77389

V94669-P50177 Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE. PROXY EXPAND ENERGY CORPORATION Annual Meeting of Shareholders THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS June 4, 2026 10:00 A.M. Central Time The undersigned hereby appoints Michael A. Wichterich and Chris Lacy, or any of them, as proxies with full power of substitution, to represent and vote all shares of Common Stock of Expand Energy Corporation (the “Company”) that the undersigned would be entitled to vote, if personally present, at the Company’s Annual Meeting of Shareholders to be held on Thursday, June 4, 2026, at 10:00 a.m., Central Time, and at any adjournment or postponement thereof, as stated on the reverse side, and upon such other matters as may properly come before the meeting, hereby revoking any proxy heretofore given. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS, FOR PROPOSAL 2, FOR PROPOSAL 3, AND IN THE DISCRETION OF THE PROXY HOLDERS UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

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