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Expand Energy

Expand EnergyEXEEarnings & Financial Report

Nasdaq · Energy · Oil & Gas Exploration & Production

Expand Energy Corporation is the largest independent natural gas producer in the U.S., based on net daily production. Headquartered in Oklahoma City, the company operates in the Appalachian Basin of the Marcellus Formation in Pennsylvania and West Virginia, as well as the Haynesville Shale in Northwestern Louisiana.

What changed in Expand Energy's 10-K — 2024 vs 2025

Top changes in Expand Energy's 2025 10-K

384 paragraphs added · 396 removed · 208 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

71 edited+22 added−29 removed75 unchanged
These laws and regulations relate to matters that include, but are not limited to, the following: • reporting of workplace injuries and illnesses; • industrial hygiene monitoring; • worker protection and workplace safety; • approval or permits to drill and to conduct operations; • provision of financial assurances (such as bonds) covering drilling and well operations; 18 TABLE OF CONTENTS • calculation and disbursement of royalty payments and production taxes; • seismic operations/data; • location, drilling, cementing and casing of wells; • well design and construction of pad and equipment; • construction and operations activities in sensitive areas, such as wetlands, coastal regions or areas that contain endangered or threatened species, their habitats, or sites of cultural significance; • method of well completion and hydraulic fracturing; • water withdrawal; • well production and operations, including processing and gathering systems; • emergency response, contingency plans and spill prevention plans; • emissions and discharges permitting; • climate change; • use, transportation, storage and disposal of fluids and materials incidental to natural gas and oil operations; • surface usage, maintenance, monitoring and the restoration of properties associated with well pads, pipelines, impoundments and access roads; • plugging and abandoning of wells; and • transportation of production.
These laws and regulations relate to matters that include, but are not limited to, the following: • reporting of workplace injuries and illnesses; • industrial hygiene monitoring; • worker protection and workplace safety; 19 TABLE OF CONTENTS • approval or permits to drill and to conduct operations; • provision of financial assurances (such as bonds) covering drilling and well operations; • calculation and disbursement of royalty payments and production taxes; • seismic operations/data; • location, drilling, cementing and casing of wells; • well design and construction of pad and equipment; • construction and operations activities in sensitive areas, such as wetlands, coastal regions or areas that contain endangered or threatened species, their habitats, or sites of cultural significance; • method of well completion and hydraulic fracturing; • water withdrawal; • well production and operations, including processing and gathering systems; • emergency response, contingency plans and spill prevention plans; • emissions and discharges permitting; • climate change; • use, transportation, storage and disposal of fluids and materials incidental to natural gas and oil operations; • surface usage, maintenance, monitoring and the restoration of properties associated with well pads, pipelines, impoundments and access roads; • plugging and abandoning of wells; and • transportation of production.
Strong governance practices begin at the top, providing our organization with clear guidelines to define standards for ethical behavior at every level. Each Expand Energy director or employee, regardless of position, must abide by Expand Energy’s Code of Business Conduct (the "Code"), which is structured around our core values.
Strong governance practices begin at the top, providing our organization with clear guidelines to define standards for ethical behavior at every level. Each Expand Energy director, officer or employee, regardless of position, must abide by Expand Energy’s Code of Business Conduct (the "Code"), which is structured around our core values.
Nevertheless, we are involved in title disputes from time to time that may result in litigation. 22 TABLE OF CONTENTS Operating Hazards and Insurance The natural gas and oil business involves a variety of operating risks, including the risk of fire, explosions, blow-outs, pipe failure, abnormally pressured formations and environmental hazards such as oil spills, natural gas leaks, ruptures or discharges of materials or pollutants.
Nevertheless, we are involved in title disputes from time to time that may result in litigation. 23 TABLE OF CONTENTS Operating Hazards and Insurance The natural gas and oil business involves a variety of operating risks, including the risk of fire, explosions, blow-outs, pipe failure, abnormally pressured formations and environmental hazards such as oil spills, natural gas leaks, ruptures or discharges of materials or pollutants.
Our estimated proved reserves and the standardized measure of discounted future net cash flows of the proved reserves as of December 31, 2024, 2023 and 2022, along with the changes in quantities and standardized measure of the reserves for each of the three years then ended, are shown in Supplemental Disclosures About Natural Gas, Oil and NGL Producing Activities included in Item 8 of Part II of this report.
Our estimated proved reserves and the standardized measure of discounted future net cash flows of the proved reserves as of December 31, 2025, 2024 and 2023, along with the changes in quantities and standardized measure of the reserves for each of the three years then ended, are shown in Supplemental Disclosures About Natural Gas, Oil and NGL Producing Activities included in Item 8 of Part II of this report.
Future prices and costs may be materially higher or 15 TABLE OF CONTENTS lower than the prices and costs as of the date of any estimate. See Supplemental Disclosures About Natural Gas, Oil and NGL Producing Activities included in Item 8 of Part II of this report for further discussion of our reserve quantities.
Future prices and costs may be materially higher or lower than the prices and costs as of the date of any estimate. See Supplemental Disclosures About Natural Gas, 16 TABLE OF CONTENTS Oil and NGL Producing Activities included in Item 8 of Part II of this report for further discussion of our reserve quantities.
The qualifications of the technical persons at the firm primarily responsible for overseeing the audit of our reserve estimates are set forth below. • Over 43 combined years of practical experience in the estimation and evaluation of reserves; • Licensed Professional Engineer in the State of Texas and Bachelor of Science degree in Chemical Engineering; • Licensed Professional Geoscientist in the State of Texas and Bachelor of Science and Master of Science degrees in Geology.
The qualifications of the technical persons at the firm primarily responsible for overseeing the audit of our reserve estimates are set forth below. • Over 45 combined years of practical experience in the estimation and evaluation of reserves; • Licensed Professional Engineer in the State of Texas and Bachelor of Science degree in Chemical Engineering; • Licensed Professional Geoscientist in the State of Texas and Bachelor of Science and Master of Science degrees in Geology.
Our Corporate Reserves Department prepared our estimated proved reserves as of December 31, 2024 disclosed in this report. Those estimates were established utilizing standard geological and engineering technologies, which are generally accepted by the petroleum industry and were based upon the best available production, engineering and geologic data.
Our Corporate Reserves Department prepared our estimated proved reserves as of December 31, 2025 disclosed in this report. Those estimates were established utilizing standard geological and engineering technologies, which are generally accepted by the petroleum industry and were based upon the best available production, engineering and geologic data.
However, in January 2025, the current Presidential Administration issued an executive order directing the heads of all federal agencies to identify and begin the process to suspend, revise, or rescind all agency actions that are unduly burdensome on the identification, development, or use of domestic energy resources.
However, on January 20, 2025, the current Presidential Administration issued an Executive Order directing the heads of all federal agencies to identify and begin the process to suspend, revise, or rescind all agency actions that are unduly burdensome on the identification, development, or use of domestic energy resources.
(“Chris”) Lacy, 47, has served as Executive Vice President – General Counsel and Corporate Secretary since October 2024. Prior to that time, he served as Senior Vice President, General Counsel and Secretary at Southwestern Energy Company. Mr. Lacy joined Southwestern in 2014 as Chief Litigation Counsel and held various roles of progressively increasing responsibility.
(“Chris”) Lacy, 48, has served as Executive Vice President – General Counsel and Corporate Secretary since October 2024. Prior to that time, he served as Senior Vice President, General Counsel and Secretary at Southwestern Energy Company. Mr. Lacy joined Southwestern in 2014 as Chief Litigation Counsel and held various roles of progressively increasing responsibility.
We expect to fulfill these commitments primarily with production from our proved developed reserves. 17 TABLE OF CONTENTS Oilfield Services Vertical Integration The Company also operates drilling rigs and provides certain oilfield products and services, principally serving the Company’s E&P operations through vertical integration.
We expect to fulfill these commitments primarily with production from our proved developed reserves. 18 TABLE OF CONTENTS Oilfield Services Vertical Integration The Company also operates drilling rigs and provides certain oilfield products and services, principally serving the Company’s E&P operations through vertical integration.
We design contractor training to align as much as possible with employee training, encouraging synchronized knowledge sharing and understanding, critical to decreasing our cumulative incidents. 25 TABLE OF CONTENTS Ethical Business Conduct Expand Energy works hard to maintain the confidence of our stakeholders.
We design contractor training to align as much as possible with employee training, encouraging synchronized knowledge sharing and understanding, critical to decreasing our cumulative incidents. 26 TABLE OF CONTENTS Ethical Business Conduct Expand Energy works hard to maintain the confidence of our stakeholders.
To accomplish these goals, we intend to allocate our human resources and capital expenditures to projects we believe offer the highest cash return on capital invested, to deploy leading drilling and completion technology throughout our portfolio, and to take advantage of acquisition and divestiture opportunities to strengthen our portfolio.
To accomplish these goals, we plan to allocate our human resources and capital expenditures to projects we believe offer the highest cash return on capital invested, to deploy leading drilling and completion technology throughout our portfolio, and to take advantage of acquisition and divestiture opportunities to strengthen our portfolio.
Reserves Estimation We engaged Netherland, Sewell & Associates, Inc., a third-party engineering firm, to audit our total proved reserves as of December 31, 2024. A copy of the audit letter issued by the engineering firm is filed with this report as Exhibit 99.1.
Reserves Estimation We engaged Netherland, Sewell & Associates, Inc., a third-party engineering firm, to audit our total proved reserves as of December 31, 2025. A copy of the audit letter issued by the engineering firm is filed with this report as Exhibit 99.1.
(b) Estimated future net revenue represents the estimated future revenue to be generated from the production of proved reserves, net of estimated production and future development costs, using pricing differentials and costs under existing economic conditions as of December 31, 2024, and assuming commodity prices as set forth below.
(b) Estimated future net revenue represents the estimated future revenue to be generated from the production of proved reserves, net of estimated production and future development costs, using pricing differentials and costs under existing economic conditions as of December 31, 2025, and assuming commodity prices as set forth below.
However, additional proposals that affect the oil and gas industry are regularly considered by Congress, the states, regulatory agencies and the courts, and we cannot predict when or whether any such proposals may become effective or the effect that such proposals may have on us.
However, additional proposals that affect the oil and gas industry are regularly considered by presidential administrations, Congress, the states, regulatory agencies and the courts, and we cannot predict when or whether any such proposals may become effective or the effect that such proposals may have on us.
Our insurance coverage may not be sufficient to cover every claim made against us or may not be commercially available for purchase in the future. Facilities We own an office complex in Oklahoma City, Oklahoma and lease an office building in Spring, Texas.
Our insurance coverage may not be sufficient to cover every claim made against us or may not be commercially available for purchase in the future. Facilities We own offices in Oklahoma City, Oklahoma and lease an office building in Spring, Texas.
All material changes are reviewed and approved by the Manager – Corporate Reserves. • The Corporate Reserves Department reviews our proved reserves at the close of each quarter. • Each quarter, Reservoir Managers, the Manager – Corporate Reserves, the Vice Presidents of each operating area and the Vice President of Corporate and Strategic Planning review all significant reserves changes and all new proved undeveloped reserves additions. • The Corporate Reserves Department reports independently of our operations. • The five-year PUD development plan is reviewed and approved annually by the Manager – Corporate Reserves and the Vice President of Corporate and Strategic Planning. 16 TABLE OF CONTENTS Acreage The following table sets forth our gross and net developed and undeveloped natural gas and oil leasehold and fee mineral acreage as of December 31, 2024.
All material changes are reviewed and approved by the Manager – Corporate Reserves. • The Corporate Reserves Department reviews our proved reserves at the close of each quarter. • Each quarter, Reservoir Managers, the Manager – Corporate Reserves, the Vice Presidents of each operating area and the Vice President of Corporate and Strategic Planning review all significant reserves changes and all new proved undeveloped reserves additions. • The Corporate Reserves Department reports independently of our operations. • The five-year PUD development plan is reviewed and approved annually by the Manager – Corporate Reserves and the Vice President of Corporate and Strategic Planning. 17 TABLE OF CONTENTS Acreage The following table sets forth our gross and net developed and undeveloped natural gas and oil leasehold and fee mineral acreage as of December 31, 2025.
In April 2024, the European Union adopted a regulation to track and reduce methane emissions in the energy sector, including requiring new monitoring, reporting and verification measures to be applied by importers of oil, natural gas and coal into the European Union by January 1, 2027, and 20 TABLE OF CONTENTS the “maximum methane intensity values” must be met by 2030 and every year thereafter.
In April 2024, the European Union adopted a regulation to track and reduce methane emissions in the energy sector, including requiring new monitoring, reporting and verification measures to be applied by importers of oil, natural gas and coal into the European Union by January 1, 2027, and the “maximum methane intensity values” must be met by 2030 and every year thereafter.
For the purpose of determining prices used in our reserve reports, we used the unweighted arithmetic average of the prices on the first day of each month within the 12-month period ended December 31, 2024.
For the purpose of determining prices used in our reserve reports, we used the unweighted arithmetic average of the prices on the first day of each month within the 12-month period ended December 31, 2025.
Additionally, Expand Energy provides employees and their families access to a confidential Employee Assistance Program, which connects employees with trained counselors and other support professionals. 26 TABLE OF CONTENTS
Additionally, Expand Energy provides employees and their families access to a confidential Employee Assistance Program, which connects employees with trained counselors and other support professionals. 27 TABLE OF CONTENTS
To the extent the rule is implemented, the emissions fee and funding provisions of the law could increase operating costs within the oil and gas industry and accelerate the transition away from fossil fuels, which could in turn adversely affect our business and results of operations.
To the extent the WEC rule is again promulgated and implemented, the emissions fee and funding provisions of the law could increase operating costs within the oil and gas industry and accelerate the transition away from fossil fuels, which could in turn adversely affect our business and results of operations.
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including Expand Energy, that file electronically with the SEC. Business Strategy Our strategy is to create shareholder value through the responsible development of our significant resource plays while continuing to be a leading provider of natural gas to markets in need.
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers, including Expand Energy, that file electronically with the SEC. Business Strategy Our strategy is to create resilient shareholder value through the responsible development of our significant resource plays while continuing to be a leading provider of natural gas to growing markets.
Our leasehold management efforts include scheduling our drilling to establish production in paying quantities in order to hold leases by production, timely exercising our contractual rights to pay delay rentals to extend the terms of leases we value, planning non-core divestitures to high-grade our lease inventory and letting some leases expire that are no longer part of our development plans.
Our leasehold management efforts include scheduling our drilling to establish production in paying quantities in order to hold leases by production, timely exercising our contractual rights to extend the terms of undeveloped leases we value, planning non-core divestitures to high-grade our lease inventory and letting some undeveloped leases expire that are no longer part of our development plans.
The emissions reported under the Greenhouse Gas Reporting Program will be the basis for any payments under the Methane Emissions Reduction Program in the IRA. However, petitions for reconsideration to the EPA are pending and litigation in the D.C. Circuit Court of Appeals has commenced.
The emissions reported under the Greenhouse Gas Reporting Program were to be the basis for any payments under the Methane Emissions Reduction Program in the IRA. Petitions for reconsideration to the EPA are pending and litigation in the D.C. Circuit Court of Appeals has commenced.
Our core values are: • Stewardship - Safety and environmental stewardship requires excellence in the ordinary • Character - Integrity in every action • Collaborate - Commit to continuous improvement through humility, curiosity and constant learning • Learn - Embrace diverse perspectives, confront the brutal facts, and speak with radical candor • Disrupt - Challenge the status quo to achieve better outcomes for energy consumers Diversity, Equity and Inclusion (DEI) We are committed to supporting inclusion and diversity within our organization.
Our core values are: • Stewardship - Safety and environmental stewardship require excellence in the ordinary • Character - Integrity in every action • Collaborate - Embrace diverse perspectives, confront the brutal facts, and speak with radical candor • Learn - Commit to continuous improvement through humility, curiosity and constant learning • Disrupt - Challenge the status quo to achieve better outcomes for energy consumers We are committed to supporting inclusion within our organization.
In December 2023, the EPA issued the final rule, which imposes more stringent requirements on the natural gas and oil industry, requiring all well sites and compressor stations to be routinely monitored for leaks and eliminating or minimizing emissions from common pieces of equipment used in oil and gas operations, such as process controllers, pumps, and storage tanks.
In December 2023, the EPA issued the final rule, later published on March 8, 2024, which imposes more stringent requirements on the natural gas and oil industry, requiring all well sites and compressor stations to be routinely monitored for leaks and eliminating or minimizing emissions from common pieces of equipment used in oil and gas operations, such as process controllers, pumps, and storage tanks.
This insurance may not be adequate to cover all losses or exposure to liability. We also carry a $305 million comprehensive general liability umbrella insurance policy. In addition, we maintain a $50 million pollution liability insurance policy providing coverage for gradual pollution related risks and in excess of the general liability policy for sudden and accidental pollution risks.
This insurance may not be adequate to cover all losses or exposure to liability. We also carry a $350 million comprehensive general liability umbrella insurance policy. In addition, we maintain a $25 million pollution liability insurance policy providing coverage for gradual pollution related risks and in excess of the general liability policy for sudden and accidental pollution risks.
His qualifications include the following: • Over 17 years of practical experience in the oil and gas industry, with over 15 years in reservoir engineering; • Licensed Professional Engineer (Petroleum) in the State of Oklahoma; • Member in good standing of the Society of Petroleum Evaluation Engineers; • Bachelor of Science in Mechanical Engineering; and • Masters of Business Administration.
His qualifications include the following: • Over 18 years of practical experience in the oil and gas industry, with over 16 years in reservoir engineering; • Licensed Professional Engineer (Petroleum) in the State of Oklahoma; • Member in good standing of the Society of Petroleum Evaluation Engineers; • Bachelor of Science in Mechanical Engineering; and • Masters of Business Administration.
In May 2024, the EPA finalized revisions to the Greenhouse Gas Reporting Program for petroleum and natural gas facilities. Among other things, the final rule expands the emissions events that are subject to reporting requirements to include "other large release events" and applies reporting requirements to certain new sources and sectors.
In May 2024, the EPA finalized revisions to the Greenhouse Gas Reporting Program for petroleum and natural gas facilities. Among other things, the final rule expanded the emissions events that are subject to reporting requirements to include "other large release events" and applied reporting requirements to certain new sources and sectors.
For the year ended December 31, 2022, we had sales to two purchasers that accounted for approximately 13% and 10% of total revenues (before the effects of hedging). No other purchasers accounted for more than 10% of our total revenues during the years ended December 31, 2023 or 2022.
For the year ended December 31, 2023, we had sales to two purchasers that accounted for approximately 17% and 10% of total revenues (before the effects of hedging). No other purchasers accounted for more than 10% of our total revenues during the years ended December 31, 2025 or 2023.
Competition We compete with both major integrated and other independent natural gas and oil companies in all aspects of our business to explore, develop and operate our properties and market our production. Some of our competitors may have larger financial and other resources than us.
Competition We compete with both major integrated and other independent natural gas and oil companies, as well as pipeline marketing affiliates and other marketing companies, in all aspects of our business to explore, develop and operate our properties and market our production. Some of our competitors may have larger financial and other resources than us.
We offer parental leave for the birth or adoption of a child, an adoption assistance program, alternate work schedules, a 401(k) savings plan with company match and discretionary contributions, flexible work hours, generous paid time off, including a well-being day, where each employee is encouraged to relax and recharge for a day once per calendar year and 12 company-paid holidays, tuition reimbursement and access to a child development center and fitness center at market rates.
We offer parental leave for the birth or adoption of a child, an adoption assistance program, alternate work schedules, a 401(k) savings plan with company match and discretionary contributions, flexible work hours, generous paid time off, including a well-being day, where each employee is encouraged to relax and recharge for a day once per calendar year and 12 company-paid holidays, as well as tuition reimbursement.
The IRA also includes a Methane Emissions Reduction Program that amends the CAA to require the EPA to impose a “Waste Emissions Charge” on methane emissions from certain natural gas and oil sources that are already required to report under EPA’s Greenhouse Gas Reporting Program.
The IRA also includes a Methane Emissions Reduction Program that amends the CAA to require the EPA to impose a Waste Emissions Charge (“WEC”) on methane emissions from certain natural gas and oil sources that are already required to report under EPA’s Greenhouse Gas Reporting Program.
We also intend to continue to dedicate capital to projects designed to reduce the environmental impact of our production activities. 10 TABLE OF CONTENTS Operating Areas We focus our acquisition, exploration, development and production efforts in the geographic operating areas described below. Haynesville - Haynesville and Bossier Shales in Louisiana. Northeast Appalachia - Marcellus Shale in Pennsylvania.
We also intend to continue to invest in projects designed to reduce the environmental impact of our production activities. 12 TABLE OF CONTENTS Operating Areas We focus our acquisition, exploration, development and production efforts in the geographic operating areas described below. Haynesville - Haynesville and Bossier Shales in Louisiana and Texas. Northeast Appalachia - Marcellus Shale in Pennsylvania.
Neither PV-10 nor the standardized measure of discounted future net cash flows purport to represent the fair value of our proved natural gas and oil reserves. 14 TABLE OF CONTENTS As of December 31, 2024, our proved reserve estimates included 3,842 Bcfe of reserves classified as proved undeveloped, compared to 3,325 Bcfe as of December 31, 2023.
Neither PV-10 nor the standardized measure of discounted future net cash flows purport to represent the fair value of our proved natural gas and oil reserves. 15 TABLE OF CONTENTS As of December 31, 2025, our proved reserve estimates included 7,304 Bcfe of reserves classified as proved undeveloped, compared to 3,842 Bcfe as of December 31, 2024.
Additionally, in January 2025, the Department of Transportation’s Pipeline and Hazardous Materials Safety Administration (the “PHMSA”) finalized a rule that requires pipelines, underground natural gas storage facilities, and liquefied natural gas facilities to update leak detection and repair programs to require companies to use commercially available technologies to find and fix methane leaks from pipelines and other facilities.
Additionally, on January 17, 2025, the Department of Transportation’s Pipeline and Hazardous Materials Safety Administration (the “PHMSA”) issued a prepublication version of a final rule that requires pipelines, underground natural gas storage facilities, and liquefied natural gas facilities to update leak detection and repair programs to require companies to use commercially available technologies to find and fix methane leaks from pipelines and other facilities.
Our operations are located in Louisiana in the Haynesville and Bossier Shales (“Haynesville”), in Pennsylvania in the Marcellus Shale (“Northeast Appalachia”) and in West Virginia and Ohio in the Marcellus and Utica Shales (“Southwest Appalachia”) and include interests in approximately 8,000 gross natural gas and oil wells.
Our operations are located in Louisiana and Texas in the Haynesville and Bossier Shales (“Haynesville”), in Pennsylvania in the Marcellus Shale (“Northeast Appalachia”) and in West Virginia and Ohio in the Marcellus and Utica Shales (“Southwest Appalachia”) and include working interests in approximately 6,600 gross natural gas and oil wells.
The price used in our PV-10 measure was $2.13 per Mcf of natural gas and $75.48 per Bbl of oil and NGL, before basis differential adjustments. These prices should not be interpreted as a prediction of future prices, nor do they reflect the value of our commodity derivative instruments in place as of December 31, 2024.
The price used in our PV-10 measure was $3.39 per Mcf of natural gas and $65.34 per Bbl of oil and NGL, before basis differential adjustments. These prices should not be interpreted as a prediction of future prices, nor do they reflect the value of our commodity derivative instruments in place as of December 31, 2025.
The present value of estimated future net revenue typically differs from the standardized measure because the former does not include the effects of estimated future income tax expense of $36 million as of December 31, 2024.
The present value of estimated future net revenue typically differs from the standardized measure because the former does not include the effects of estimated future income tax expense of $2.2 billion as of December 31, 2025.
We set and deliver robust safety standards, prioritizing the well-being of our employees and contractors. Our safety culture is championed by our Board of Directors and executive leadership team, owned by every employee and contractor and managed by our Health, Safety, Environmental and Regulatory (HSER) team.
It is core to our commitment to leading a responsible energy future. We set and deliver robust safety standards, prioritizing the well-being of our employees and contractors. Our safety culture is championed by our Board of Directors and executive leadership team, owned by every employee and contractor and managed by our Health, Safety, Environmental and Regulatory (HSER) team.
Serving as the lens through which we evaluate business decisions, our commitment to these values, in both words and actions builds a stronger, healthier Expand Energy, benefiting all our stakeholders.
Values-Driven Culture At Expand Energy, our core values are the foundation of our company. Serving as the lens through which we evaluate business decisions, our commitment to these values, in both words and actions builds a stronger, healthier Expand Energy, benefiting all our stakeholders.
Presented below is a summary of changes in our proved undeveloped reserves for 2024: Total (Bcfe) Proved undeveloped reserves, beginning of period 3,325 Extensions and discoveries 55 Revisions of previous estimates (1,625) Conversion to proved developed reserves (1,050) Purchase of reserves-in-place 3,137 Sales of reserves-in-place — Proved undeveloped reserves, end of period 3,842 As of December 31, 2024, all PUDs were planned to be developed within five years of original recording.
Presented below is a summary of changes in our proved undeveloped reserves for 2025: Total (Bcfe) Proved undeveloped reserves, beginning of period 3,842 Extensions and discoveries 49 Revisions of previous estimates 4,998 Conversion to proved developed reserves (1,585) Purchase of reserves-in-place — Sales of reserves-in-place — Proved undeveloped reserves, end of period 7,304 As of December 31, 2025, all PUDs were planned to be developed within five years of original recording.
In the table, "gross" refers to the total wells in which we had a working interest and "net" refers to gross wells multiplied by our working interest: 2024 2023 2022 Gross % Net % Gross % Net % Gross % Net % Development: Productive 87 100 62 100 194 100 109 100 237 100 151 100 Dry — — — — — — — — — — — — Total 87 100 62 100 194 100 109 100 237 100 151 100 Exploratory: Productive — — — — — — — — — — — — Dry — — — — — — — — 1 100 1 100 Total — — — — — — — — 1 100 1 100 The following table shows the wells we completed or participated in by operating area: 2024 2023 2022 Gross Wells Net Wells Gross Wells Net Wells Gross Wells Net Wells Haynesville 48 41 84 51 83 61 Northeast Appalachia 38 20 78 37 103 59 Southwest Appalachia 1 1 — — — — Eagle Ford — — 32 21 52 32 Total 87 62 194 109 238 152 As of December 31, 2024, we had 162 gross (128 net) wells in the process of being drilled or completed. 11 TABLE OF CONTENTS Production Volumes, Sales Prices, Production Expenses and Gathering, Processing and Transportation Expenses The following tables present information regarding our net production volumes, average sales price received for our production, and production and gathering, processing and transportation expenses per Mcfe for the periods indicated for our significant fields: Production Natural Gas (Bcf) Oil (MMBbl) NGL (MMBbl) Total (Bcfe) 2024 Haynesville 561 — — 561 Northeast Appalachia 662 — — 662 Southwest Appalachia 98 1.2 7.8 152 Total Production 1,321 1.2 7.8 1,375 2023 Haynesville 566 — — 566 Northeast Appalachia 669 — — 669 Eagle Ford 31 7.7 3.8 100 Total Production 1,266 7.7 3.8 1,335 2022 Haynesville 588 — — 588 Northeast Appalachia 670 — — 670 Eagle Ford 46 18.7 5.8 193 Total Production 1,308 19.4 6.0 1,461 12 TABLE OF CONTENTS Average Sales Price of Production (a) Expenses ($/Mcfe) Natural Gas ($/Mcf) Oil ($/Bbl) NGL ($/Bbl) Total ($/Mcfe) Production GP&T 2024 Haynesville $ 2.14 $ — $ — $ 2.14 $ 0.30 $ 0.58 Northeast Appalachia $ 1.88 $ — $ — $ 1.88 $ 0.15 $ 0.77 Southwest Appalachia $ 2.42 $ 60.41 $ 27.44 $ 3.42 $ 0.32 $ 1.33 Total $ 2.03 $ 60.41 $ 27.44 $ 2.16 $ 0.23 $ 0.75 2023 Haynesville $ 2.30 $ — $ — $ 2.30 $ 0.33 $ 0.46 Northeast Appalachia $ 2.22 $ — $ — $ 2.22 $ 0.12 $ 0.65 Eagle Ford $ 2.25 $ 77.80 $ 25.62 $ 7.64 $ 0.91 $ 1.57 Total $ 2.25 $ 77.80 $ 25.62 $ 2.66 $ 0.27 $ 0.64 2022 Haynesville $ 5.92 $ — $ — $ 5.92 $ 0.26 $ 0.53 Northeast Appalachia $ 6.03 $ — $ — $ 6.03 $ 0.11 $ 0.57 Eagle Ford $ 5.64 $ 96.10 $ 36.76 $ 11.76 $ 1.22 $ 1.78 Total $ 5.96 $ 96.07 $ 37.48 $ 6.77 $ 0.33 $ 0.73 ___________________________________________ (a) Excludes the effect of hedging. 13 TABLE OF CONTENTS Natural Gas, Oil and NGL Reserves The tables below set forth information as of December 31, 2024, with respect to our estimated proved reserves, the associated estimated future net revenue, the present value of estimated future net revenue and the standardized measure of discounted future net cash flows.
In the table, "gross" refers to the total wells in which we had a working interest and "net" refers to gross wells multiplied by our working interest: 2025 2024 2023 Gross % Net % Gross % Net % Gross % Net % Development: Productive 311 100 203 100 87 100 62 100 194 100 109 100 Dry — — — — — — — — — — — — Total 311 100 203 100 87 100 62 100 194 100 109 100 The following table shows the wells we completed or participated in by operating area: 2025 2024 2023 Gross Wells Net Wells Gross Wells Net Wells Gross Wells Net Wells Haynesville 139 105 48 41 84 51 Northeast Appalachia 112 59 38 20 78 37 Southwest Appalachia 60 39 1 1 — — Eagle Ford — — — — 32 21 Total 311 203 87 62 194 109 As of December 31, 2025, we had 115 gross (88 net) wells in the process of being drilled or completed. 13 TABLE OF CONTENTS Production Volumes, Sales Prices, Production Expenses and Gathering, Processing and Transportation Expenses The following tables present information regarding our net production volumes, average sales price received for our production, and production and gathering, processing and transportation expenses per Mcfe for the periods indicated for our significant fields: Production Natural Gas (Bcf) Oil (MMBbl) NGL (MMBbl) Total (Bcfe) 2025 Haynesville 1,095 — — 1,095 Northeast Appalachia 958 — — 958 Southwest Appalachia 356 5.9 29.6 569 Total Production 2,409 5.9 29.6 2,622 2024 Haynesville 561 — — 561 Northeast Appalachia 662 — — 662 Southwest Appalachia 98 1.2 7.8 152 Total Production 1,321 1.2 7.8 1,375 2023 Haynesville 566 — — 566 Northeast Appalachia 669 — — 669 Eagle Ford 31 7.7 3.8 100 Total Production 1,266 7.7 3.8 1,335 Average Sales Price of Production (a) Expenses ($/Mcfe) Natural Gas ($/Mcf) Oil ($/Bbl) NGL ($/Bbl) Total ($/Mcfe) Production GP&T 2025 Haynesville $ 3.17 $ — $ — $ 3.17 $ 0.27 $ 0.73 Northeast Appalachia $ 2.99 $ — $ — $ 2.99 $ 0.17 $ 0.87 Southwest Appalachia $ 3.08 $ 54.47 $ 24.48 $ 3.76 $ 0.31 $ 1.30 Total $ 3.08 $ 54.47 $ 24.48 $ 3.23 $ 0.24 $ 0.91 2024 Haynesville $ 2.14 $ — $ — $ 2.14 $ 0.30 $ 0.58 Northeast Appalachia $ 1.88 $ — $ — $ 1.88 $ 0.15 $ 0.77 Southwest Appalachia $ 2.42 $ 60.41 $ 27.44 $ 3.42 $ 0.32 $ 1.33 Total $ 2.03 $ 60.41 $ 27.44 $ 2.16 $ 0.23 $ 0.75 2023 Haynesville $ 2.30 $ — $ — $ 2.30 $ 0.33 $ 0.46 Northeast Appalachia $ 2.22 $ — $ — $ 2.22 $ 0.12 $ 0.65 Eagle Ford $ 2.25 $ 77.80 $ 25.62 $ 7.64 $ 0.91 $ 1.57 Total $ 2.25 $ 77.80 $ 25.62 $ 2.66 $ 0.27 $ 0.64 ___________________________________________ (a) Excludes the effect of hedging. 14 TABLE OF CONTENTS Natural Gas, Oil and NGL Reserves The tables below set forth information as of December 31, 2025, with respect to our estimated proved reserves, the associated estimated future net revenue, the present value of estimated future net revenue and the standardized measure of discounted future net cash flows.
Each year all employees must sign a Code certification acknowledging that they have reviewed the Code and related policies, the high standards expected of them and that they will report actual or potential ethics concerns or Code violations. Employee Wellness and Benefits Supporting the individual well-being of our employees is foundational to our safety culture and success as a company.
Each year all employees are required to complete comprehensive training on the Code and related policies, the high standards expected of them, including that they will report actual or potential ethics concerns or Code violations. Employee Wellness and Benefits Supporting the individual well-being of our employees is foundational to our safety culture and success as a company.
We do not anticipate any material lease expirations within the next three years. Marketing The principal function of our marketing operations is to provide natural gas, oil and NGL marketing services, including commodity price structuring, securing and negotiating of gathering, hauling, processing and transportation services, contract administration and nomination services for us and other interest owners in Expand Energy-operated wells.
Marketing The principal function of our marketing operations is to provide natural gas, oil and NGL marketing services, including commodity price structuring, securing and negotiating of gathering, hauling, storage, processing and transportation services, contract administration and nomination services for us and other interest owners in Expand Energy-operated wells.
Major Customers For the year ended December 31, 2024, we had no purchaser that accounted for 10% or greater of our total revenues (before the effects of hedging). For the year ended December 31, 2023, we had sales to two purchasers that accounted for approximately 17% and 10% of total revenues (before the effects of hedging).
Major Customers For the year ended December 31, 2025, we had sales to one purchaser that accounted for 11% of our total revenues (before the effects of hedging). For the year ended December 31, 2024, we had no purchaser that accounted for 10% or greater of our total revenues (before the effects of hedging).
In January 2025, the current Presidential Administration issued an executive order directing the heads of all federal agencies to identify and begin the processes to suspend, revise, or rescind all agency actions that are unduly burdensome on the identification, development, or use of domestic energy resources. Accordingly, future implementation and enforcement of this rule is uncertain at this time.
However, as previously noted, in January 2025, the current Presidential Administration issued an Executive Order directing the heads of all federal agencies to identify and begin the processes to suspend, revise, or rescind all agency actions that are unduly burdensome on the identification, development, or use of domestic energy resources.
As of December 31, 2024, approximately 1,606 Bcfe, or 8%, of our total proved reserves were developed and non-producing, primarily due to our deferred turn in line program. Our ownership interest used for calculating proved reserves and the associated estimated future net revenue assumes maximum participation by other parties to our farm-out and participation agreements.
As of December 31, 2025, approximately 648 Bcfe, or 3%, of our total proved reserves were developed and non-producing. Our ownership interest used for calculating proved reserves and the associated estimated future net revenue assumes maximum participation by other parties to our farm-out and participation agreements.
We continue to focus on improving margins through operating efficiencies and financial discipline and improving our ESG performance.
We continue to focus on improving margins through operating efficiencies, marketing and commercial efforts and financial discipline and improving our safety and sustainability performance.
Turco served as Head of Global LNG Trading / Head of Asia Gas & Power Marketing in Singapore for ExxonMobil. Mr. Turco joined ExxonMobil in 2006 and has since held positions of increasing responsibility in upstream natural gas marketing and trading, spanning LNG, U.S., Europe and Asia gas markets. Mr.
Turco joined ExxonMobil in 2006 and has since held positions of increasing responsibility in upstream natural gas marketing and trading, spanning LNG, U.S., Europe and Asia gas markets. Mr. Turco began his career in oil and gas as an engineer. Mr.
We believe building a diverse workforce and an equitable, inclusive work culture are key drivers of our long-term success. We embrace the variety of backgrounds, perspectives and talents within our organization, leveraging strengths to pursue results and meaningful change for our company, employees, and stakeholders.
We believe building a fair, inclusive work culture is a key driver of our long-term success. We embrace the variety of backgrounds, perspectives and talents within our organization, leveraging strengths to pursue results and meaningful change for our company, employees, and stakeholders. Own Safety, Lead Safety Safety is more than a company metric.
As of December 31, 2024, we had delivery commitments for gas and NGLs of approximately 6,900 Bcf and 45 MMBbls over the next 16 and 18 years, respectively. These delivery commitments vary each year. Additionally, we have delivery commitments of approximately 1 MMBbls of oil during 2025.
As of December 31, 2025, we had delivery commitments for gas and NGLs of approximately 7,800 Bcf and 42 MMBbls over the next 20 and 17 years, respectively. These delivery commitments vary each year. Additionally, we have delivery commitments of approximately 4 MMBbls of oil during 2026.
In 2024, we invested approximately $395 million to convert 1,050 Bcfe of PUDs to proved developed reserves. We added 55 Bcfe of PUD reserves through extensions and discoveries due to new PUDs added in Northeast Appalachia. We had a net downward revision in previous estimates of 1,625 Bcfe.
In 2025, we invested approximately $658 million to convert 1,585 Bcfe of PUDs to proved developed reserves. We added 49 Bcfe of PUD reserves through extensions and discoveries due to new PUDs added in Southwest Appalachia. We had a net upward revision in previous estimates of 4,998 Bcfe.
These values were calculated assuming that we will expend approximately $1.8 billion to develop these reserves ($739 million in 2025, $546 million in 2026, $530 million in 2027, $8 million in 2028 and $7 million in 2029).
These values were calculated assuming that we will expend approximately $4.2 billion to develop these reserves ($2,044 million in 2026, $1,379 million in 2027, $700 million in 2028, $27 million in 2029 and $13 million in 2030).
Delays in obtaining permits or an inability to obtain new permits or permit modifications or renewals could inhibit our ability to execute our drilling and production plans. Failure to comply with applicable regulations or permit requirements could result in revocation of our permits, inability to obtain new permits and the imposition of fines and penalties.
Failure to comply with applicable regulations or permit requirements could result in revocation of our permits, inability to obtain new permits and the imposition of fines and penalties. For further discussion, see Item 1A.
Consequently, the future implementation and enforcement of these rules remain uncertain at this time. 19 TABLE OF CONTENTS The Inflation Reduction Act (“IRA”), signed into law in August 2022, provides significant funding and incentives for research, development and implementation of low-carbon energy production methods, carbon capture, and other programs directed at addressing climate change.
These rules and policy priorities could have a material adverse effect on our financial position, results of operations and cash flows. The Inflation Reduction Act (“IRA”), signed into law in August 2022, provides significant funding and incentives for research, development and implementation of low-carbon energy production methods, carbon capture, and other programs directed at addressing climate change.
Southwest Appalachia - Marcellus and Utica Shales in Ohio and West Virginia. Well Data As of December 31, 2024, we held an interest in approximately 8,000 gross productive wells, including 6,200 (4,300 net) wells in which we held a working interest and 1,800 wells in which we held an overriding or royalty interest.
Southwest Appalachia - Marcellus and Utica Shales in Ohio and West Virginia. Well Data As of December 31, 2025, we held a working interest in approximately 6,600 (4,600 net) wells of which substantially all were classified as productive natural gas wells. During 2025, we operated 5,800 gross wells and held a non-operating working interest in 800 gross wells.
Each member state will have the power to impose administrative penalties for failure to comply and the standard will be mandatory for supply contracts signed after the law takes effect.
Each member state will have the power to impose administrative penalties for failure to comply and the standard will be mandatory for supply contracts signed after the law takes effect. In December 2025, the European Commission introduced certain simplifications to the methane rule’s importer compliance requirements, subject to acceptance by individual EU country governments.
The final rule gives states, along with federal tribes that wish to regulate existing sources, until March 2026 to develop and submit their plans for reducing methane from existing sources. The final emissions guidelines under Subpart OOOOc provide until 2029 for existing sources to comply. Fines and penalties for violation of these rules can be substantial.
The March 8, 2024 final rule gave states, along with federal tribes that wish to regulate existing sources, until March 2026 to develop and submit their plans for reducing methane from existing sources.
In December 2024, the DOE released its report on LNG exports, which report is subject to a 60-day public comment period ending in February 2025. However, in January 2025, the current Presidential Administration issued an executive order directing the DOE to restart reviews of applications for approvals of LNG export projects as expeditiously as possible.
However, in January 2025, the current Presidential Administration issued an executive order directing the DOE to restart reviews of applications for approvals of LNG export projects as expeditiously as possible. Accordingly, the regulatory landscape governing the LNG industry remains subject to change.
(“Josh”) Viets, 46, has served as Executive Vice President and Chief Operating Officer since February 2022. Prior to joining Expand Energy, Mr. Viets worked for 20 years in operational positions of increasing importance at ConocoPhillips (NYSE: COP).
Prior to joining Expand Energy, Mr. Viets worked for 20 years in operational positions of increasing importance at ConocoPhillips (NYSE: COP). He most recently served as Vice President, Delaware Basin and previously held leadership positions in operations, engineering, subsurface, and capital project across the ConocoPhillips portfolio. Mr.
Lacy earned his B.A. in Communication from the University of Texas and his juris doctorate from the University of Houston Law Center. Daniel F. Turco, Executive Vice President - Marketing and Commercial Daniel F. (“Dan”) Turco, 45, has served as Executive Vice President – Marketing and Commercial since February 2025. Prior to joining Expand Energy, Mr.
Lacy earned his B.A. in Communication from the University of Texas and his juris doctorate from the University of Houston Law Center. Brittany Raiford, Vice President, Interim Chief Financial Officer and Treasurer Brittany Raiford, 40, has served as Vice President, Interim Chief Financial Officer and Treasurer since August 2025. Previously, Ms.
We added 3,137 Bcfe of PUDs through purchase of reserves-in-place, primarily as a result of the Southwestern Merger. The future net revenue attributable to our estimated PUDs was $3.0 billion, and the present value was $1.0 billion as of December 31, 2024.
The future net revenue attributable to our estimated PUDs was $9.5 billion, and the present value was $4.3 billion as of December 31, 2025.
December 31, 2024 Natural Gas Oil NGL Total (Bcf) (MMBbl) (MMBbl) (Bcfe) Proved developed 14,418 40.3 383.0 16,958 Proved undeveloped 2,506 27.6 195.1 3,842 Total proved (a) 16,924 67.9 578.1 20,800 Proved Developed Proved Undeveloped Total Proved Standardized measure (b) $ 7,531 Estimated future net revenue (b) $ 10,620 $ 3,049 $ 13,669 Present value of estimated future net revenue (PV-10) (b) $ 6,519 $ 1,048 $ 7,567 ___________________________________________ (a) Haynesville, Northeast Appalachia and Southwest Appalachia accounted for approximately 19%, 39% and 42%, respectively, of our estimated proved reserves by volume as of December 31, 2024.
December 31, 2025 Natural Gas Oil NGL Total (Bcf) (MMBbl) (MMBbl) (Bcfe) Proved developed 16,395 35.0 328.5 18,576 Proved undeveloped 6,180 23.8 163.4 7,304 Total proved (a) 22,575 58.8 491.9 25,880 Proved Developed Proved Undeveloped Total Proved Standardized measure (b) $ 17,126 Estimated future net revenue (b) $ 27,453 $ 9,549 $ 37,002 Present value of estimated future net revenue (PV-10) (b) $ 15,047 $ 4,327 $ 19,374 ___________________________________________ (a) Haynesville, Northeast Appalachia and Southwest Appalachia accounted for approximately 23%, 42% and 35%, respectively, of our estimated proved reserves by volume as of December 31, 2025.
We also completed 81 gross (62 net) wells as operator and participated in another 6 gross and less than one net well completed by other operators. We operate approximately 99% of our current daily production volumes. Drilling Activity The following table sets forth the wells we completed or participated in during the periods indicated.
We also completed 272 gross (202 net) wells as operator and participated in another 39 gross (1 net) well completed by other operators. We operate approximately 99% of our current daily production volumes. Additionally, we held an overriding or royalty interest in approximately 3,300 wells without a held working interest.
Any future restrictions surrounding onshore drilling and restrictions on the ability to obtain required permits could have a material adverse impact on our operations. Obtaining environmental permits has the potential to delay the development and operation of natural gas and oil projects.
The state litigation against the April 2024 rule has been temporarily suspended pending the BLM’s reconsideration of the April 2024 rule. Future implementation and enforcement of this rule is uncertain at this time. Any future restrictions surrounding onshore drilling and restrictions on the ability to obtain required permits could have a material adverse impact on our operations.
We believe that we are uniquely positioned to deliver affordable, lower-carbon energy to meet growing domestic and international demand while creating sustainable value for stakeholders. During 2023, we completed our exit from Eagle Ford through three separate divestiture transactions, with aggregate proceeds from these transactions exceeding $3.5 billion, subject to customary post-closing adjustments.
We believe that we are uniquely positioned to deliver affordable, lower-carbon energy to meet growing domestic and international demand while creating sustainable value for stakeholders. Since completing our merger with Southwestern, we’ve continued to focus on strengthening our balance sheet by reducing total debt by approximately $1.2 billion and upsized our 2025 Credit Facility capacity to $3.5 billion.
The net downward revision primarily consisted of 2,022 Bcfe of downward revisions due to lower natural gas, oil and NGL prices in 2024, and a downward revision of 183 Bcfe due to development plan changes in Northeast Appalachia and Haynesville, partially offset by 462 Bcfe of positive revisions on existing PUD locations primarily related to increased production forecasts, increased ownership interest in the locations, and improved differentials in the Haynesville, as well as 118 Bcfe of PUDs added in areas previously categorized as proved in Northeast Appalachia and Haynesville.
The net upward revision primarily consisted of 5,430 Bcfe of upward revisions due to new PUDs that had improved economics and were in areas previously classified as proved. These upward revisions were partially offset by negative revisions due to development plan changes of 146 Bcfe, and by production forecast and commercial terms updates on existing PUD locations of 286 Bcfe.
Developed Leasehold Undeveloped Leasehold Total Gross Acres Net Acres Gross Acres Net Acres Gross Acres Net Acres (in thousands) Haynesville 698 586 91 78 789 664 Northeast Appalachia 754 501 242 199 996 700 Southwest Appalachia 267 204 493 362 760 566 Other (a) 310 290 1,346 1,265 1,656 1,555 Total 2,029 1,581 2,172 1,904 4,201 3,485 ___________________________________________ (a) Includes 1.2 million net acres retained in the 2016 divestiture of our Devonian Shale assets, in which we retained all rights below the base of the Kope formation.
Developed Leasehold Undeveloped Leasehold Total Gross Acres Net Acres Gross Acres Net Acres Gross Acres Net Acres (in thousands) Haynesville 628 561 292 184 920 745 Northeast Appalachia 746 497 234 207 980 704 Southwest Appalachia 294 243 439 349 733 592 Other (a) 300 283 1,295 1,217 1,595 1,500 Total 1,968 1,584 2,260 1,957 4,228 3,541 ___________________________________________ (a) Includes 1.2 million net acres retained in the 2016 divestiture of our Devonian Shale assets, in which we retained all rights below the base of the Kope formation.
Additionally, we own or lease various field offices in cities or towns in the areas where we conduct our operations. 23 TABLE OF CONTENTS Executive Officers Domenic J. Dell'Osso, Jr., President, Chief Executive Officer and Director Domenic J. (“Nick”) Dell'Osso, Jr., 48, has served as President and Chief Executive Officer since October 2021. Prior to being named as CEO, Mr.
Additionally, we own or lease various field offices in cities or towns in the areas where we conduct our operations.
Turco earned an M.B.A. from Wilfrid Laurier University (Canada) and an Honors Bachelor of Applied Science, Civil Engineering & Management Science from the University of Waterloo (Canada). 24 TABLE OF CONTENTS Human Capital Resources Employees We had approximately 1,700 employees as of December 31, 2024, inclusive of approximately 200 employees temporarily assisting in our efforts to integrate Southwestern.
Viets earned a Bachelor of Science in Petroleum Engineering from Colorado School of Mines. 25 TABLE OF CONTENTS Human Capital Resources Employees We had approximately 1,600 employees as of December 31, 2025. None of our employees were covered by collective bargaining agreements, and our management works to maintain good relations with our employees.
Removed
On March 25, 2022, we sold our Powder River Basin assets in Wyoming to Continental Resources, Inc. for approximately $450 million. On March 9, 2022, we completed our acquisition of Chief, Radler and associated non-operated interests held by affiliates of Tug Hill.
Added
In 2025, we joined the S&P 500 index and returned approximately $865 million to shareholders through dividends and share repurchases.
Removed
Chief, Radler and Tug Hill held producing assets and an inventory of premium drilling locations in the Marcellus Shale in Northeast Pennsylvania.
Added
Drilling Activity The following table sets forth the wells we completed or participated in during the periods indicated. During the years ended December 31, 2025, 2024 and 2023, we did not complete any productive or dry exploratory wells.
Removed
Of the 6,200 (4,300 net) wells in which we held a working interest, substantially all were classified as productive natural gas wells. During 2024, we operated 5,500 gross wells and held a non-operating working interest in 700 gross wells.
Added
We do not anticipate any material lease expirations within the next three years.
Removed
However, the final rule is subject to ongoing litigation but remains in effect.
Added
As a result, the PHMSA leak detection rule, which had not yet been published in the Federal Register, was withdrawn prior to formal publication as PHMSA currently evaluates the 20 TABLE OF CONTENTS rule’s requirements and cost-benefit analyses to ensure alignment with the current Presidential Administration’s energy and other policies.
Removed
These rules and policy priorities could have a material adverse effect on our financial position, results of operations and cash flows.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

88 edited+63 added−50 removed189 unchanged
Specific factors that may have a significant effect on the market price for our common stock include: • general economic conditions within the U.S. and internationally, including inflationary pressures and changes in interest rates; • general market conditions, including fluctuations in commodity prices; • domestic and international economic, legal and regulatory factors unrelated to our performance; • changes in natural gas, oil and NGL prices; • volatility in the financial markets or other global economic factors; • actual or anticipated fluctuations in our and our competitors’ quarterly and annual results; • quarterly variations in the rate of growth of our financial indicators; • our business, operations, results and prospects; • our operating and financial performance; • future mergers and acquisitions, divestitures, joint ventures or similar strategic alliances; • market conditions in the energy industry; • changes in government regulation, taxes, legal proceedings or other developments; • shortfalls in our operating results from levels forecasted by securities analysts; • investor sentiment toward the stock of oil and gas companies; • changes in revenue or earnings estimates, or changes in recommendations by equity research analysts; 41 TABLE OF CONTENTS • failure to achieve the perceived benefits of the acquisitions, including financial results and anticipated synergies, as rapidly as or to the extent anticipated by financial or industry analysts; • speculation in the press or investment community; • the failure of research analysts to cover our stock; • sales of common stock by us, large shareholders or management, or the perception that such sales may occur; • changes in accounting principles, policies, guidance, interpretations or standards; • announcements concerning us or our competitors; • public reaction to our press releases, other public announcements and filings with the SEC; • strategic actions taken by competitors; • actions taken by our shareholders; • additions or departures of key management personnel; • maintenance of acceptable credit ratings or credit quality; and • the general state of the securities markets.
Specific factors that may have a significant effect on the market price for our common stock include: • general economic conditions within the U.S. and internationally, including inflationary pressures and changes in interest rates; • general market conditions, including fluctuations in commodity prices; • domestic and international economic, legal and regulatory factors unrelated to our performance; • changes in natural gas, oil and NGL prices; • volatility in the financial markets or other global economic factors; • actual or anticipated fluctuations in our and our competitors’ quarterly and annual results; • quarterly variations in the rate of growth of our financial indicators; • our business, operations, results and prospects; • our operating and financial performance; • future mergers and acquisitions, divestitures, joint ventures or similar strategic alliances; • market conditions in the energy industry; • changes in government regulation, taxes, legal proceedings or other developments; • shortfalls in our operating results from levels forecasted by securities analysts; • investor sentiment toward the stock of oil and gas companies; • changes in revenue or earnings estimates, or changes in recommendations by equity research analysts; • failure to achieve the perceived benefits of the acquisitions, including financial results and anticipated synergies, as rapidly as or to the extent anticipated by financial or industry analysts; • speculation in the press or investment community; • the failure of research analysts to cover our stock; 42 TABLE OF CONTENTS • sales of common stock by us, large shareholders or management, or the perception that such sales may occur; • changes in accounting principles, policies, guidance, interpretations or standards; • announcements concerning us or our competitors; • public reaction to our press releases, other public announcements and filings with the SEC; • strategic actions taken by competitors; • actions taken by our shareholders; • additions or departures of key management personnel; • maintenance of acceptable credit ratings or credit quality; and • the general state of the securities markets.
Our indebtedness and other financial commitments have important consequences to our business, including, but not limited to: 43 TABLE OF CONTENTS • making it more difficult for us to satisfy our obligations with respect to senior notes and other indebtedness due to the increased debt-service obligations, which could, in turn, result in an event of default on such other indebtedness or the senior notes; • requiring us to dedicate a substantial portion of our cash flows from operations to debt service payments, thereby limiting our ability to fund working capital, capital expenditures, investments or acquisitions and other general corporate purposes; • increasing our vulnerability to general adverse economic and industry conditions, including low commodity price environments; • limiting our ability to obtain additional financing due to higher costs and more restrictive covenants; • limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and • placing us at a competitive disadvantage compared with our competitors that have proportionately less debt and fewer guarantee obligations.
Our indebtedness and other financial commitments have important consequences to our business, including, but not limited to: • making it more difficult for us to satisfy our obligations with respect to senior notes and other indebtedness due to the increased debt-service obligations, which could, in turn, result in an event of default on such other indebtedness or the senior notes; • requiring us to dedicate a substantial portion of our cash flows from operations to debt service payments, thereby limiting our ability to fund working capital, capital expenditures, investments or acquisitions and other general corporate purposes; • increasing our vulnerability to general adverse economic and industry conditions, including low commodity price environments; • limiting our ability to obtain additional financing due to higher costs and more restrictive covenants; 40 TABLE OF CONTENTS • limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and • placing us at a competitive disadvantage compared with our competitors that have proportionately less debt and fewer guarantee obligations.
Separately, various regulators have adopted, or are considering adopting, regulations on environmental marketing claims or the prevention of greenwashing more generally, including, but not limited to the use of “sustainable,” “eco-friendly,” “green” or similar language in the marketing of products and services or the prevention of greenwashing more generally.
Separately, various regulators have adopted, or are considering adopting, regulations on environmental marketing claims or the prevention of greenwashing more generally, including, but not limited to the use of “ESG,” “sustainable,” “eco-friendly,” “green” or similar language in the marketing of products and services or the prevention of greenwashing more generally.
Moreover, certain of these events could result in environmental contamination and impact to third parties, including persons living in proximity to our operations, our employees and employees of our contractors, leading to possible injuries, death, significant damage to property and natural resources or significant financial liabilities or penalties. 34 TABLE OF CONTENTS Our ability to produce natural gas, oil and NGL economically and in commercial quantities could be impaired if we are unable to acquire adequate supplies of water for our operations or are unable to dispose of or recycle the water we use economically and in compliance with environmental laws.
Moreover, certain of these events could result in environmental contamination and impact to third parties, including persons living in proximity to our operations, our employees and employees of our contractors, leading to possible injuries, death, significant damage to property and natural resources or significant financial liabilities or penalties. 33 TABLE OF CONTENTS Our ability to produce natural gas, oil and NGL economically and in commercial quantities could be impaired if we are unable to acquire adequate supplies of water for our operations or are unable to dispose of or recycle the water we use economically and in compliance with environmental laws.
Expectations regarding voluntary ESG initiatives and disclosures and consumer demand for more sustainable products, including alternative forms of energy, may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain products, increased availability of (and competition from) alternative energy sources and technologies, increased development of and demand for products that do not use fossil fuels or their derivatives, enhanced compliance or disclosure obligations or other adverse impacts to our business, financial condition or results of operations.
Expectations regarding voluntary sustainability initiatives and disclosures and consumer demand for more sustainable products, including alternative forms of energy, may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contracting and insurance), changes in demand for certain products, increased availability of (and competition from) alternative energy sources and technologies, increased development of and demand for products that do not use fossil fuels or their derivatives, enhanced compliance or disclosure obligations or other adverse impacts to our business, financial condition or results of operations.
For more information, see our risk factor “Increasing attention to ESG matters and our ability to achieve and maintain ESG certifications, goals and commitments may impact our business, financial results or stock price.” The gas and oil exploration and production industry is very competitive; some of our competitors have greater financial and other resources than we do, and there is competition to attract and retain talent and competition over access to certain industry equipment.
For more information, see our risk factor “Increasing attention to sustainability matters and our ability to achieve and maintain sustainability certifications, goals and commitments may impact our business, financial results or stock price.” The gas and oil exploration and production industry is very competitive; some of our competitors have greater financial and other resources than we do, and there is competition to attract and retain talent and competition over access to certain industry equipment.
Any failure to comply with investor, customer or other stakeholder expectations and standards, which are evolving and can conflict, or if we are perceived to not have responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, could cause reputational harm to our business, increase our risk of litigation, and could have a material adverse effect on our results of operations.
Any failure to comply with investor, customer or other stakeholder expectations and standards, which are evolving and can conflict, or if we are perceived to not have responded appropriately to the growing concern for sustainability issues, regardless of whether there is a legal requirement to do so, could cause reputational harm to our business, increase our risk of litigation, and could have a material adverse effect on our results of operations.
The completion of the Southwestern Merger triggered an annual limitation on the utilization of our tax attributes, reducing our ability to offset future taxable income, which may result in an increase to income tax liabilities.
The completion of the Southwestern Merger in 2024 triggered an annual limitation on the utilization of our tax attributes, reducing our ability to offset future taxable income, which may result in an increase to income tax liabilities.
In addition, our gas and oil properties can become damaged, our operations may be curtailed, delayed or canceled and the costs of such operations may increase as a result of a variety of factors, including, but not limited to: • unexpected drilling conditions, pressure conditions or irregularities in reservoir formations; • equipment failures or accidents; • fires, explosions, blowouts, cratering or loss of well control; • the mishandling or underground migration of fluids and chemicals; • adverse weather conditions and natural disasters, such as tornadoes, earthquakes, hurricanes and extreme temperatures; • issues with title or in receiving governmental permits or approvals; • restricted takeaway capacity for our production, including due to inadequate midstream infrastructure or constrained downstream markets; • environmental hazards or liabilities; • restrictions in access to, or disposal of, water used or produced in drilling and completion operations; • shortages or delays in the availability of services or delivery of equipment; and • unexpected or unforeseen changes in regulatory policy, and political or public opinion.
In addition, our gas and oil properties can become damaged, our operations may be curtailed, delayed or canceled and the costs of such operations may increase as a result of a variety of factors, including, but not limited to: • unexpected drilling conditions, pressure conditions or irregularities in reservoir formations; • equipment failures or accidents; • repairs or maintenance of older assets; • fires, explosions, blowouts, cratering or loss of well control; • the mishandling or underground migration of fluids and chemicals; • adverse weather conditions and natural disasters, such as tornadoes, earthquakes, hurricanes and extreme temperatures; • issues with title or in receiving governmental permits or approvals; • restricted takeaway capacity for our production, including due to inadequate midstream infrastructure or constrained downstream markets; • environmental hazards or liabilities; • restrictions in access to, or disposal of, water used or produced in drilling and completion operations; • shortages or delays in the availability of services or delivery of equipment; and • unexpected or unforeseen changes in regulatory policy, and political or public opinion.
Depending on the market conditions and our tax basis, an additional Section 382 Ownership Change may result in a net unrealized built-in loss. The annual limitation in such a case would additionally be applied to certain of our tax items other than just net operating loss (NOL) carryforwards, disallowed business interest carryforwards and tax credits.
Depending on the market conditions and our tax basis, an additional Section 382 Ownership Change may result in a net unrealized built-in loss. The annual limitation in such a case would additionally be applied to certain of our tax items other than just net operating loss (“NOL”) carryforwards, disallowed business interest carryforwards and tax credits.
Certain financial institutions, funds and other sources of capital have also elected to restrict or eliminate their investment in certain fossil fuel-related activities, which may restrict our access to capital. Even if capital providers have not generally restricted their investment in fossil fuel-related activities, they may still assess various ESG considerations in making voting and capital allocation decisions.
Certain financial institutions, funds and other sources of capital have also elected to restrict or eliminate their investment in certain fossil fuel-related activities, which may restrict our access to capital. Even if capital providers have not generally restricted their investment in fossil fuel-related activities, they may still assess various sustainability considerations in making voting and capital allocation decisions.
Interest rates in effect from time to time and the risks associated with our business or the gas and oil industry in general will affect the appropriateness of the 10% discount factor. 32 TABLE OF CONTENTS Our development and exploratory drilling efforts and our well operations may not be profitable or achieve our targeted returns.
Interest rates in effect from time to time and the risks associated with our business or the gas and oil industry in general will affect the appropriateness of the 10% discount factor. 31 TABLE OF CONTENTS Our development and exploratory drilling efforts and our well operations may not be profitable or achieve our targeted returns.
Additionally, we may choose to liquidate existing derivative positions prior to the expiration of their contractual maturities to monetize gain positions for the purpose of funding our capital program. 33 TABLE OF CONTENTS Most of our natural gas, oil and NGL derivative contracts are with counterparties under bilateral hedging arrangements.
Additionally, we may choose to liquidate existing derivative positions prior to the expiration of their contractual maturities to monetize gain positions for the purpose of funding our capital program. 32 TABLE OF CONTENTS Most of our natural gas, oil and NGL derivative contracts are with counterparties under bilateral hedging arrangements.
Both advocates and opponents to certain ESG initiatives are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely impact our business.
Both advocates and opponents to certain sustainability initiatives are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely impact our business.
While we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications or targets, among others) or commitments to improve our ESG profile and/or products or to respond to stakeholder expectations, such initiatives or achievement of such commitments may be costly and may not have the desired effect.
While we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications or targets, among others) or commitments to improve our sustainability profile and/or products or to respond to stakeholder expectations, such initiatives or achievement of such commitments may be costly and may not have the desired effect.
Even if this is not the case, our current actions may subsequently be determined to be insufficient by various stakeholders, and we may be subject to investor or regulator engagement on our ESG initiatives and disclosures, even if such initiatives are currently voluntary.
Even if this is not the case, our current actions may subsequently be determined to be insufficient by various stakeholders, and we may be subject to investor or regulator engagement on our sustainability initiatives and disclosures, even if such initiatives are currently voluntary.
Further, there have been increasing scrutiny on sustainability-related claims and 48 TABLE OF CONTENTS frequency of allegations of “greenwashing” against companies making sustainability-related claims due to, among other things, allegations of incomplete, false or misleading disclosures, including with respect to the sustainable nature of their operations and products, as well as to a variety of perceived deficiencies in performance, including as stakeholder perceptions of sustainability continue to evolve.
Further, there have been increasing scrutiny on sustainability-related claims and frequency of allegations of “greenwashing” against companies making sustainability-related claims due to, among other things, allegations of incomplete, false or misleading disclosures, including with respect to the sustainable nature of their operations and products, as well as to a variety of perceived deficiencies in performance, including as stakeholder perceptions of sustainability continue to evolve.
Increasing attention to ESG matters and our ability to achieve and maintain ESG certifications, goals and commitments may impact our business, financial results or stock price. Increasing attention has been given to corporate activities related to ESG matters in public discourse and the investment community.
Increasing attention to sustainability matters and our ability to achieve and maintain sustainability certifications, goals and commitments may impact our business, financial results or stock price. Increasing attention has been given to corporate activities related to sustainability matters in public discourse and the investment community.
In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings systems for evaluating companies on their approach to ESG matters. These ratings are used by some investors to inform their investment and voting decisions.
In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings systems for evaluating companies on their approach to sustainability matters. These ratings are used by some investors to inform their investment and voting decisions.
Unfavorable ESG ratings may lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital.
Unfavorable ESG or sustainability ratings may lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our stock price and our access to and costs of capital.
In addition, the sudden loss of any of our key executives, their services or our failure to appropriately plan for any expected key executive succession could materially and adversely affect our business and prospects, as we may not be able to find suitable individuals to replace them on a timely basis, if at all.
In addition, the sudden loss of any of our key executives, their services or our failure to appropriately plan for any expected key executive succession could materially and 29 TABLE OF CONTENTS adversely affect our business and prospects, as we may not be able to find suitable individuals to replace them on a timely basis, if at all.
We face evolving cybersecurity risks that threaten the confidentiality, integrity 36 TABLE OF CONTENTS and availability of our digital technologies and business data, including malicious attacks by third parties or insiders, social engineering/phishing and human error, as well as bugs, misconfigurations of hardware or software and other vulnerabilities that may exist in our or our third-party providers’ systems or technologies.
We face evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our digital technologies and business data, including malicious attacks by third parties or insiders, social engineering/phishing and human error, as well as bugs, misconfigurations of hardware or software and other vulnerabilities that may exist in our or our third-party providers’ systems or technologies.
State and federal regulatory agencies have also recently focused on a possible connection between the operation of injection wells used for natural gas and oil waste disposal and seismic activity, which has caused some states, such as New 45 TABLE OF CONTENTS Mexico, Oklahoma and Texas, to implement seismicity response programs that allow state regulators to deny, modify, suspend or terminate injection well permits if the state regulator determines that the injection well is contributing or likely to contribute to seismic activity.
State regulatory agencies have also recently focused on a possible connection between the operation of injection wells used for natural gas and oil waste disposal and seismic activity, which has caused some states, such as New Mexico, Oklahoma and Texas, to implement seismicity response programs that allow state regulators to deny, modify, suspend or terminate injection well permits if the state regulator determines that the injection well is contributing or likely to contribute to seismic activity.
The CCPA and the CPRA, among other things, contain new disclosure obligations for businesses that collect personal information about California residents, provide such individuals expanded rights to access, delete and correct their personal information and opt-out of certain sales or transfers of personal information and provide for statutory fines and penalties for certain data security breaches or other CCPA and CPRA violations.
The CCPA and the CPRA, among other things, contain new disclosure obligations for businesses that collect personal information about California residents, provide such individuals expanded rights to 37 TABLE OF CONTENTS access, delete and correct their personal information and opt-out of certain sales or transfers of personal information and provide for statutory fines and penalties for certain data security breaches or other CCPA and CPRA violations.
Legislative and state initiatives to date have generally focused on the development of renewable energy standards and/or cap-and-trade and/or carbon tax 46 TABLE OF CONTENTS programs. Renewable energy standards (also referred to as renewable portfolio standards) require electric utilities to provide a specified minimum percentage of electricity from eligible renewable resources, with potential increases to the required percentage over time.
Legislative and state initiatives to date have generally focused on the development of renewable energy standards and/or cap-and-trade and/or carbon tax programs. Renewable energy standards (also referred to as renewable portfolio standards) require electric utilities to provide a specified minimum percentage of electricity from eligible renewable resources, with potential increases to the required percentage over time.
If the economic or political climate in the United States or abroad deteriorates, worldwide demand for petroleum products could diminish, which could impact the price at which we can sell our production, affect the ability of our vendors, suppliers and customers 38 TABLE OF CONTENTS to continue operations and materially adversely impact our results of operations, liquidity and financial condition.
If the economic or political climate in the United States or abroad deteriorates, worldwide demand for petroleum products could diminish, which could impact the price at which we can sell our production, affect the ability of our vendors, suppliers and customers to continue operations and materially adversely impact our results of operations, liquidity and financial condition.
Additionally, long-term LNG sales and purchase agreements generally permit a customer to terminate their contractual obligations upon the occurrence of certain events, including: (i) a failure to make available specified scheduled cargo quantities, (ii) delays in the commencement of commercial operations and (iii) the occurrence of certain events of force majeure.
Additionally, long-term LNG sales and purchase agreements generally permit a customer to terminate their contractual obligations upon the occurrence of certain events, including: (i) a failure to make available specified scheduled cargo quantities, (ii) delays in the 35 TABLE OF CONTENTS commencement of commercial operations and (iii) the occurrence of certain events of force majeure.
Moreover, any changes in ambient temperatures or severe weather events may impact demand for natural gas if it results in lower energy needs for, among other things, temperature control. In addition, our headquarters are located in Oklahoma City, Oklahoma, an area that experiences earthquakes and severe weather events, including tornadoes.
Moreover, any changes in ambient temperatures or severe weather events may impact demand for natural gas if it results in lower energy needs for, among other things, temperature control. In addition, our headquarters is currently located in Oklahoma City, Oklahoma, an area that experiences earthquakes and severe weather events, including tornadoes.
If additional levels of regulation or permitting requirements were imposed on hydraulic fracturing operations, our business and operations could be subject to delays, increased operating and compliance costs and potential bans. Additional regulation could also lead to greater opposition to hydraulic fracturing, including litigation. Climate Change and Regulation of Methane and Other Greenhouse Gas Emissions.
If additional levels of regulation or permitting requirements were imposed on hydraulic fracturing operations, our business and operations could be subject to delays, increased operating and compliance costs and potential bans. Additional regulation could also lead to greater opposition to hydraulic fracturing, including litigation. 44 TABLE OF CONTENTS Climate Change and Regulation of Methane and Other Greenhouse Gas Emissions.
During these periods, there is often a shortage of drilling rigs and other oilfield equipment and services, which could adversely affect our ability to execute our development plans on a timely basis and within budget. 30 TABLE OF CONTENTS Risks related to potential acquisitions or dispositions may adversely affect our business.
During these periods, there is often a shortage of drilling rigs and other oilfield equipment and services, which could adversely affect our ability to execute our development plans on a timely basis and within budget. Risks related to potential acquisitions or dispositions may adversely affect our business.
Any such accelerated adoption of alternative energy sources or energy efficiency improvements may decrease demand for our products or otherwise adversely impact our financial condition or results of operations. We may be unable to dispose of assets on attractive terms, and may be required to retain liabilities for certain matters.
Any such accelerated adoption of alternative energy sources or energy efficiency improvements may decrease demand for our products or otherwise adversely impact our financial condition or results of operations. 38 TABLE OF CONTENTS We may be unable to dispose of assets on attractive terms, and may be required to retain liabilities for certain matters.
LNG export markets, including to the extent that we have entered into, or may in the future enter into, 35 TABLE OF CONTENTS long-term natural gas supply agreements with LNG export facilities. The LNG export industry is a highly regulated and capital-intensive industry that is subject to a number of risks.
LNG export markets, including to the extent that we have entered into, or may in the future enter into, long-term natural gas supply agreements with LNG export facilities. The LNG export industry is a highly regulated and capital-intensive industry that is subject to a number of risks.
If we are unable to fund our capital expenditures as planned, we could experience a curtailment of our exploration and development activity, a loss of properties and a decline in our natural gas, oil and NGL reserves. 31 TABLE OF CONTENTS If we are not able to replace reserves, we may not be able to sustain production.
If we are unable to fund our capital expenditures as planned, we could experience a curtailment of our exploration and development activity, a loss of properties and a decline in our natural gas, oil and NGL reserves. If we are not able to replace reserves, we may not be able to sustain production.
If we are unable to access the capital and credit markets on favorable terms, it could have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity and our ability to repay or refinance our debt.
If we are unable to access the capital and credit markets on favorable terms, it 39 TABLE OF CONTENTS could have a material adverse effect on our business, financial condition, results of operations, cash flows and liquidity and our ability to repay or refinance our debt.
Environmental laws may impose strict, joint and several liability, and failure to comply with environmental laws and regulations can result in the imposition of administrative, civil or criminal fines and 47 TABLE OF CONTENTS penalties, as well as injunctions limiting operations in affected areas.
Environmental laws may impose strict, joint and several liability, and failure to comply with environmental laws and regulations can result in the imposition of administrative, civil or criminal fines and penalties, as well as injunctions limiting operations in affected areas.
These reserve estimates reflect our plans for capital expenditures to convert PUDs into proved developed reserves, including approximately $1.8 billion during the next five years. You should be aware that the estimated development costs may not equal our actual costs, development may not occur as scheduled and results may not be as estimated.
These reserve estimates reflect our plans for capital expenditures to convert PUDs into proved developed reserves, including approximately $4.2 billion during the next five years. You should be aware that the estimated development costs may not equal our actual costs, development may not occur as scheduled and results may not be as estimated.
Responding to these and other stakeholder concerns on ESG matters may require us to incur additional costs or otherwise impact our business.
Responding to these and other stakeholder concerns on sustainability matters may require us to incur additional costs or otherwise impact our business.
In addition, we may adjust estimates of proved reserves to reflect production history, results of exploration and development drilling, prevailing natural gas and oil prices and other factors, many of which are beyond our control. As of December 31, 2024, approximately 18% of our estimated proved reserves (by volume) were undeveloped.
In addition, we may adjust estimates of proved reserves to reflect production history, results of exploration and development drilling, prevailing natural gas and oil prices and other factors, many of which are beyond our control. As of December 31, 2025, approximately 28% of our estimated proved reserves (by volume) were undeveloped.
In addition to credit risk related to receivables from commodity derivative contracts, our principal exposures to credit risk are through receivables resulting from the sale of our natural gas, oil and NGL production that we market to energy companies, end users and refineries ($1,028 million as of December 31, 2024).
In addition to credit risk related to receivables from commodity derivative contracts, our principal exposures to credit risk are through receivables resulting from the sale of our natural gas, oil and NGL production that we market to energy companies, end users and refineries ($1,363 million as of December 31, 2025).
We and our vendors are subject to a variety of federal and state data privacy 37 TABLE OF CONTENTS laws, rules, regulations, industry standards and other requirements governing data privacy and the unauthorized disclosure of confidential information.
We and our vendors are subject to a variety of federal and state data privacy laws, rules, regulations, industry standards and other requirements governing data privacy and the unauthorized disclosure of confidential information.
If we are unable to satisfy our obligations with cash on hand, we could 40 TABLE OF CONTENTS attempt to refinance such debt, sell assets or repay such debt with the proceeds from an equity offering.
If we are unable to satisfy our obligations with cash on hand, we could attempt to refinance such debt, sell assets or repay such debt with the proceeds from an equity offering.
Although we plan our activities according to our expectations of these unresolved areas, based on decisions on similar issues in these 49 TABLE OF CONTENTS jurisdictions and decisions from courts in other states that have addressed them, courts could resolve issues in ways that increase our liabilities or otherwise restrict or add costs to our operations. Item 1B.
Although we plan our activities according to our expectations of these unresolved areas, based on decisions on similar issues in these jurisdictions and decisions from courts in other states that have addressed them, courts could resolve issues in ways that increase our liabilities or otherwise restrict or add costs to our operations. Item 1B. Unresolved Staff Comments Not applicable.
Any such cyber-attacks or information security breach could have a material adverse effect on our revenues and increase our operating and capital costs, as well as disrupt our business plans and negatively impact our reputation and operations.
Any such cyber-attacks or information security breaches could have a material adverse effect on our business and financial results and increase our operating and capital costs, as well as disrupt our business plans and negatively impact our reputation and operations.
Both the frequency and magnitude of cyberattacks is expected to increase as attackers are becoming more sophisticated.
Both the frequency and magnitude of cyberattacks is expected to increase as attackers are becoming more sophisticated and artificial intelligence proliferates.
Continued instability in Europe and the Middle East and the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the global economy in unpredictable ways, including the disruption of energy supplies and markets, increased volatility in commodity prices, including petroleum products, or the possibility that the infrastructure on which we rely could be a direct target or an indirect casualty of an act of terrorism, and, in turn, could materially and adversely affect our business and results of operations.
The armed conflict between Russia and Ukraine, continued instability in the Middle East and Venezuela, and changes in China-Taiwan relations and the occurrence or threat of terrorist attacks in the United States or other countries could adversely affect the global economy in unpredictable ways, including the disruption of energy supplies and markets, increased volatility in commodity prices, including petroleum products, or the possibility that the infrastructure on which we rely could be a direct target or an indirect casualty of an act of terrorism, and, in turn, could materially and adversely affect our business and results of operations.
To the extent ESG matters negatively affect our reputation, it may also harm our ability to attract or retain employees or customers. Simultaneously, there are efforts by some stakeholders to reduce companies’ efforts on certain ESG-related matters.
To the extent sustainability matters negatively affect our reputation, it may also harm our ability to attract or retain employees or customers. 48 TABLE OF CONTENTS Simultaneously, there are efforts by some stakeholders to reduce companies’ efforts on certain sustainability-related matters.
If our information technology systems cease to function properly or our cybersecurity is breached or otherwise insufficient, we could suffer disruptions to our normal operations, which may include disruptions to our drilling, completion, production and corporate functions.
If our information technology systems do not function properly or our cybersecurity is breached or otherwise insufficient, we could suffer disruptions to our normal operations, 36 TABLE OF CONTENTS which may include disruptions to our drilling, completion, production and corporate functions.
Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency (CISA) within 72 hours and ransomware payments within 24 hours. These new requirements will become effective once CISA promulgates rules pursuant to the CIRCIA. CISA issued a notice of proposed rulemaking on April 4, 2024 and is required to issue a final rule within 18 months of issuing the proposed rule.
Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency (CISA) within 72 hours and ransomware payments within 24 hours. These new requirements will become effective once CISA promulgates rules pursuant to the CIRCIA. CISA issued a notice of proposed rulemaking on April 4, 2024 and is expected to publish the final rule in May 2026.
Volatility in natural gas, oil and NGL prices may result from factors that are beyond our control, including: • domestic and worldwide supplies of natural gas, oil and NGL, including U.S. inventories of natural gas and oil reserves; • weather conditions; • changes in the level of consumer and industrial demand, including impacts from global or national health events and concerns, such as the COVID-19 pandemic; • the price and availability of alternative fuels; • technological advances affecting energy consumption; • the nature and extent of domestic and international conservation and sustainability initiatives; • the availability, proximity and capacity of pipelines, other transportation facilities and processing facilities; • the level and effect of trading in commodity futures markets, including by commodity price speculators and others; • U.S. exports of natural gas, oil, liquefied natural gas and NGL; • the price and level of foreign imports; • the nature and extent of domestic and foreign governmental regulations and taxes; • the ability of the members of OPEC+ and others to agree to and maintain oil price and production controls; • increased use of competing energy products, including alternative energy sources; • political instability or armed conflict in natural gas and oil producing regions, including in connection with the continued armed conflict and instability in Europe and the Middle East; • acts of terrorism; and • domestic and global economic and political conditions.
Volatility in natural gas, oil and NGL prices may result from factors that are beyond our control, including: • domestic and worldwide supplies of natural gas, oil and NGL, including U.S. inventories of natural gas and oil reserves; • weather conditions; • changes in the level of consumer and industrial demand, including impacts from global or national health events and concerns; • the price and availability of alternative fuels; • technological advances affecting energy consumption; • the nature and extent of domestic and international conservation and sustainability initiatives; • the availability, proximity and capacity of pipelines, other transportation facilities and processing facilities; • the level and effect of trading in commodity futures markets, including by commodity price speculators and others; • U.S. exports of natural gas, oil, liquefied natural gas and NGL; • the price and level of foreign imports; • changes in U.S. trade relations and policies; • the nature and extent of domestic and foreign governmental regulations and taxes; • the ability of the members of OPEC+ and others to agree to and maintain oil price and production controls; • increased use of competing energy products, including alternative energy sources; • political instability or armed conflict in natural gas and oil producing regions, including in connection with the continued armed conflict between Russia and Ukraine, instability in the Middle East and Venezuela, and changes in China-Taiwan relations; • acts of terrorism; and • domestic and global economic and political conditions. 28 TABLE OF CONTENTS These factors and the volatility of the energy markets make it extremely difficult to predict future natural gas, oil and NGL price movements.
The December 31, 2024 present value is based on the price of $2.13 per Mcf of natural gas, $75.48 per bbl of oil and $75.48 per bbl of NGL, before basis differential adjustments. Actual future prices and costs may be materially higher or lower than the prices and costs as of the date of an estimate.
The December 31, 2025 present value is based on the price of $3.39 per Mcf of natural gas, $65.34 per bbl of oil and $65.34 per bbl of NGL, before basis differential adjustments. Actual future prices and costs may be materially higher or lower than the prices and costs as of the date of an estimate.
The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. We receive debt ratings from the major credit rating agencies in the United States. Factors that may impact our credit ratings include debt levels, planned asset purchases or sales and near-term and long-term cash flow relative to debt balances.
We receive debt ratings from the major credit rating agencies in the United States. Factors that may impact our credit ratings include debt levels, planned asset purchases or sales and near-term and long-term cash flow relative to debt balances.
Our forecasted 2025 capital expenditures, inclusive of capitalized interest, are $2.9 - $3.1 billion compared to our 2024 capital spending level of $1.53 billion. Management continues to review operational plans for 2025 and beyond, which could result in changes to projected capital expenditures and projected revenues from sales of natural gas, oil and NGLs.
Our forecasted 2026 capital expenditures, inclusive of capitalized interest, are $2.75 - $2.95 billion compared to our 2025 capital spending level 30 TABLE OF CONTENTS of $2.85 billion. Management continues to review operational plans for 2026 and beyond, which could result in changes to projected capital expenditures and projected revenues from sales of natural gas, oil and NGLs.
LNG export market, a highly regulated and capital-intensive industry with a number of inherent commercial risks. U.S. LNG exports have helped drive domestic demand for natural gas, and, as a natural gas producer, we could be materially and adversely impacted by a deterioration in the U.S. LNG export industry, which could in turn reduce demand for natural gas.
LNG exports have helped drive domestic demand for natural gas, and, as a natural gas producer, we could be materially and adversely impacted by a deterioration in the U.S. LNG export industry, which could in turn reduce demand for natural gas.
Additionally, political, litigation and financial risks may result in our restricting or canceling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing our ability to continue to operate in an economic manner. One or more of these developments could have a material adverse effect on our business, financial condition and results of operations.
Additionally, political, litigation and financial risks may result in our restricting or canceling production activities, incurring liability for infrastructure damages as a result of climatic changes, or impairing our ability to continue to operate in an economic manner.
Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to natural gas and oil, technological advances in fuel economy and energy generation devices could reduce demand for natural gas and oil.
Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to natural gas and oil, technological advances in fuel economy and energy generation devices could reduce demand for natural gas and oil. The impact of the changing demand for natural gas and oil could adversely impact our earnings, cash flows and financial position.
In addition, many third-party providers directly or indirectly provide us products and services across an array of internal and external functions that enable us to conduct, monitor and/or protect our business, systems and data assets. In addition, in the ordinary course of business, we and our service providers collect, process, transmit, and store proprietary and confidential data, including personal information.
In addition, many third-party providers directly or indirectly provide us products and services across an array of internal and external functions that are designed to enable us to conduct, monitor and/or protect our business, systems and data assets.
Policy makers at both the U.S. federal and state levels have adopted, or are considering adopting, rules designed to quantify and limit the emission of GHGs through inventories, limitations and/or taxes on GHG emissions.
Policy makers at both the U.S. federal and state levels have adopted, or are considering adopting, rules designed to quantify and limit the emission of GHGs through inventories, limitations and/or taxes on GHG emissions. For example, the EPA has issued regulations for the control of methane emissions, which include leak detection and repair requirements, for the gas and oil industry.
These factors and the volatility of the energy markets make it extremely difficult to predict future natural gas, oil and NGL price movements. In addition, any prolonged period of lower prices could reduce the quantities of reserves that we may economically produce. Conservation measures and technological advances could reduce demand for natural gas and oil.
In addition, any prolonged period of lower prices could reduce the quantities of reserves that we may economically produce. Conservation measures and technological advances could reduce demand for natural gas and oil.
In addition, we may issue additional shares of common stock, additional notes or other securities or debt convertible into common stock, to extend maturities or fund capital expenditures. If we issue additional shares of our common stock in the future, it may have a dilutive effect on our current outstanding stockholders.
In addition, we may issue additional shares of common stock, additional notes or other securities or debt convertible into common stock, to extend maturities or fund capital expenditures.
Whether the new annual limitation would be more restrictive would depend on the value of our stock and the long-term tax-exempt rate in effect at the time of such Section 382 Ownership Change. Some states impose similar limitations on tax attribute utilization upon experiencing an additional Section 382 Ownership Change. Judicial decisions can affect our rights and obligations.
Whether the new annual limitation would be more restrictive would depend on the value of our stock and the long-term tax-exempt rate in effect at the time of such Section 382 Ownership Change.
Financial Risks Related to our Business • We have significant capital needs, and our ability to access the capital and credit markets to raise capital on favorable terms is limited by industry conditions. • Restrictive covenants in certain of our existing and future debt instruments may limit our ability to finance our operations, fund our capital needs, respond to changing conditions and engage in other business activities that may be in our best interests.
Restrictive covenants in certain of our existing and future debt instruments may limit our ability to finance our operations, fund our capital needs, respond to changing conditions and engage in other business activities that may be in our best interests.
However, in January 2025, the current Presidential Administration issued an executive order directing the immediate notice to the United Nations of the United States’ withdrawal from the Paris Agreement and all other agreements made under the United Nations Framework Convention on Climate Change.
Although the previous Presidential Administration recommitted the United States to the Paris Agreement in 2021 and announced a goal of reducing the United States’ GHG emissions by 50-52% below 2005 levels by 2030, on January 20, 2025, the current Presidential Administration issued an Executive Order directing the immediate notice to the United Nations of the United States’ withdrawal from the Paris Agreement and all other agreements made under the United Nations Framework Convention on Climate Change.
As of December 31, 2024, we had indebtedness of approximately $5.7 billion and, as a result of the Southwestern Merger, we assumed approximately $3.7 billion of Southwestern’s senior notes. Accordingly, following the completion and as a result of the Southwestern Merger, we have substantial indebtedness.
As of December 31, 2025, we had indebtedness of approximately $5.0 billion, which included approximately $3.7 billion of Southwestern’s senior notes we assumed as a result of the Southwestern Merger during the year ended December 31, 2024.
However, in January 2025, the current Presidential Administration issued an executive order directing the heads of all federal agencies to identify and begin the processes to suspend, revise, or rescind all agency actions that are unduly burdensome on the identification, development, or use of domestic energy resources.
However, in January 2025, the current Presidential Administration issued Executive Orders directing (i) the EPA and the Corps to identify planned or potential actions that could be subject to emergency treatment under Section 404 of the CWA and (ii) the heads of all federal agencies to identify and begin the processes to suspend, revise, or rescind all agency actions, including all existing regulations and guidance documents, that are unduly burdensome on the identification, development, or use of domestic energy resources.
We have been, and we and our customers, business partners, and counterparties may become, the subject of cyber-attacks on our and their internal IT and OT systems and through those of third parties.
In addition, in the ordinary course of business, we and our service providers collect, process, transmit, and store proprietary and confidential data, including personal information. We have been, and we and our customers, business partners, and counterparties may become, the subject of cyber-attacks on our and their internal IT and OT systems and through those of third parties.
Such litigation, if instituted against us, could result in very substantial costs, divert management’s attention and resources and harm our business, operating results and financial condition.
Such litigation, if instituted against us, could result in very substantial costs, divert management’s attention and resources and harm our business, operating results and financial condition. Legal and Regulatory Risks We are subject to extensive governmental regulation, which can change and could adversely impact our business.
As an example, our Investment Grade Credit Agreement requires us to comply with a total indebtedness to capitalization ratio not to exceed 65%.
As an example, our Amended and Restated Credit Agreement dated September 30, 2025 (the “Credit Agreement”) requires us to comply with a total indebtedness to capitalization ratio not to exceed 65%.
We expect there will likely be increasing levels of regulation, disclosure-related and otherwise, with respect to ESG matters, which will likely lead to increased compliance costs as well as scrutiny that could heighten all of the risks identified in this risk factor.
There may be new regulation, disclosure-related and otherwise, with respect to sustainability matters, which will likely lead to increased compliance costs as well as scrutiny that could heighten all of the risks identified in this risk factor. Such sustainability matters may also impact our suppliers or customers, which could augment existing, or cause additional, impacts to our business or operations.
In addition, trading in our common stock, additional issuance of common stock, and certain other stock transactions could lead to an additional, potentially more restrictive, annual limitation. 28 TABLE OF CONTENTS Risks Related to Operating our Business Natural gas, oil and NGL prices fluctuate widely, and lower prices for an extended period of time are likely to have a material adverse effect on our business.
Risks Related to Operating our Business Natural gas, oil and NGL prices fluctuate widely, and lower prices for an extended period of time are likely to have a material adverse effect on our business.
At the international level, the United Nations sponsored “Paris Agreement” requires member states to submit non-binding, individually determined reduction goals known as Nationally Determined Contributions every five years after 2020. In 2021, the previous Presidential Administration announced reentry of the U.S. into the Paris Agreement along with a new “nationally determined contribution” for U.S.
At the international level, the United Nations sponsored “Paris Agreement” requires member states to submit non-binding, individually determined reduction goals known as Nationally Determined Contributions every five years after 2020.
Our ability to restructure our debt will depend on the condition of the capital markets and our financial condition at such time. Any restructuring of debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our operations and our financial flexibility.
Any restructuring of debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our operations and our financial flexibility. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives.
Our earnings and cash flow fluctuate from year to year due to the variable nature of commodity prices. If our cash flow and capital resources are insufficient to fund our debt obligations, we may be forced to sell assets, seek equity sales or restructure our debt.
If our cash flow and capital resources are insufficient to fund our debt obligations, we may be forced to sell assets, seek equity sales or restructure our debt. Our ability to restructure our debt will depend on the condition of the capital markets and our financial condition at such time.
We do not require all of our customers to post collateral. The inability or failure of our customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial condition. Any failure to meet our debt obligations could harm our business, financial condition and results of operations.
We do not require all of our customers to post collateral. The inability or failure of our customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial condition. We have a significant amount of indebtedness, which will limit our liquidity and financial flexibility. We may also incur additional indebtedness in the future.
Although we are unable to predict changes to existing laws and regulations, such changes could materially adversely affect our profitability, financial condition and liquidity. Pipeline Safety. The pipeline assets in which we own interests are subject to stringent and complex regulations related to pipeline safety and integrity management.
The pipeline assets in which we own interests are subject to stringent and complex regulations related to pipeline safety and integrity management.
Additionally, challenges in the economy have led and could further lead to reductions in the demand for gas and oil, or further reductions in the prices of gas and oil, or both, which could have a negative impact on our financial position, results of operations and cash flows. 39 TABLE OF CONTENTS Restrictive covenants in certain of our existing and future debt instruments may limit our ability to finance our operations, fund our capital needs, respond to changing conditions and engage in other business activities that may be in our best interests.
Additionally, challenges in the economy have led and could further lead to reductions in the demand for gas and oil, or further reductions in the prices of gas and oil, or both, which could have a negative impact on our financial position, results of operations and cash flows.
In addition, our continued expansion of these operations may adversely impact our relationships with third-party providers. We also have made investments to meet certain of our field services’ needs. If our level of operations is reduced for a long period, we may not be able to recover these investments.
If our level of operations is reduced for a long period, we may not be able to recover these investments.
We have made significant investments in oilfield service businesses, including our drilling rigs, water infrastructure and pressure pumping equipment, to lower costs and secure inputs for our operations and transportation for our production. If our development and production activities are curtailed or disrupted, we may not recover our investment in these activities, which could adversely impact our results of operations.
We have made significant investments in gathering and transportation assets and oilfield service businesses, including joint ventures in gas gathering pipelines, our drilling rigs, water infrastructure and pressure pumping equipment, and may rely on such investments in third parties to lower costs and secure inputs for our operations and transportation for our production.
Costs to comply with environmental, health and safety regulations and initiatives can be significant. As an owner, lessee or operator of gas and oil properties, we are subject to various federal, state, tribal and local laws and regulations relating to discharge of materials into, and protection of, the environment.
As an owner, lessee or operator of gas and oil properties, we are subject to various federal, state, tribal and local laws and regulations relating to discharge of materials into, and protection of, the environment. These laws and regulations may, among other things, impose liability on us for the cost of remediating pollution that results from our operations.
The trading price and volume of our common stock may be volatile, and you could lose a significant portion of your investment.
Any downward revision in the amount of dividends we pay to stockholders, or reduction in the pace or amount of share repurchases, could have an adverse effect on the market price of our common stock. The trading price and volume of our common stock may be volatile, and you could lose a significant portion of your investment.
The taxation of independent producers is subject to change, and changes in tax law could increase our cost of doing business . We are subject to taxation by various governmental authorities at the federal, state and local levels in the jurisdictions in which we do business.
We are subject to taxation by various governmental authorities at the federal, state and local levels in the jurisdictions in which we do business. New legislation could be enacted by any of these governmental authorities making it more costly for us to produce natural gas and oil by increasing our tax burden.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our business strategy, results of operations, or financial condition.
We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See Item 1A.
We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition. See Item 1A.
Our cybersecurity risk management program includes, but is not limited to, the following key elements: • risk assessments designed to help identify and address material cybersecurity risks to our critical systems and information; • a security team principally responsible for managing our cybersecurity risk assessment processes, our security controls, and our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes; • systems for protecting information technology systems and monitoring for suspicious events, such as threat protection, firewall and anti-virus software; • cybersecurity awareness training for all of our employees and contractors; • a cybersecurity incident response plan that includes procedures for responding to, escalating, and reporting cybersecurity incidents; and • a third-party risk management process for service providers, suppliers, software, and vendors who access our data and/or systems.
Our cybersecurity risk management program includes, but is not limited to, the following key elements: • risk assessments designed to help identify and address material cybersecurity risks to our critical systems and information; • a security team principally responsible for managing our cybersecurity risk assessment processes, our security controls, and our response to cybersecurity incidents; • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes; • systems for protecting information technology systems and monitoring for suspicious events, such as threat protection, firewall and anti-virus software; • cybersecurity awareness training for our employees and contractors; • a cybersecurity incident response plan that includes procedures for responding to, escalating, and reporting cybersecurity incidents; and • a third-party risk management process for service providers, suppliers, software, and vendors who access our data and/or systems.
Our Cybersecurity Manager is responsible for assessing and managing risks from cybersecurity threats and reporting significant incidents to our Cybersecurity Committee, which includes our Chief Financial Officer, General Counsel and Corporate Secretary, Chief Information Officer, Cybersecurity Manager and Director of Internal Audit.
Our Cybersecurity Manager is responsible for assessing and managing risks from cybersecurity threats and reporting significant incidents to our Cybersecurity Committee, which includes our Interim Chief Financial Officer, General Counsel and Corporate Secretary, Chief Information Officer, Cybersecurity Manager and Director of Internal Audit.
Risk Factors “ Cyber-attacks targeting systems and infrastructure used by the gas and oil industry and related regulations may adversely impact our operations and, if we or our third-party providers are unable to obtain and maintain adequate protection for our key systems and data, our business may be harmed. ” Cybersecurity Governance Our Board of Directors considers cybersecurity risk as a critical part of the enterprise and its risk oversight function and has delegated to its Audit Committee oversight of cybersecurity and other information technology risks.
Risk Factors “ Cyber-attacks targeting systems and infrastructure used by the gas and oil industry and related regulations may adversely impact our operations and, if we or our third-party providers are unable to obtain and maintain adequate protection for our key systems and data, our business may be harmed. ” 50 TABLE OF CONTENTS Cybersecurity Governance Our Board of Directors considers cybersecurity risk as a critical part of the enterprise and its risk oversight function and has delegated to its Audit Committee oversight of cybersecurity and other information technology risks.
Our management team stays informed about and monitors efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including, as appropriate, briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, such as external consultants engaged by us, and alerts and reports produced by security tools deployed in the IT environment.
Our management team strives to stay informed about and monitors efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including, as appropriate, briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, such as external consultants engaged by us, and alerts and reports produced by security tools deployed in the IT environment.
Our Board of Directors also receives briefings from management on our cybersecurity risk 50 TABLE OF CONTENTS management program. Board members receive presentations on cybersecurity topics from information security management, internal security staff, our internal audit group and external experts as part of our Board of Director’s continuing education on topics that impact public companies.
Our Board of Directors also receives briefings from management on our cybersecurity risk management program. Members of our Board of Directors receive presentations on cybersecurity topics from information security management, internal security staff, our internal audit group and external experts as part of our Board of Directors’ continuing education on topics that impact public companies.
Our Cybersecurity team regularly participates with private energy industry and federal security working groups and organizations.
Our Cybersecurity team regularly participates with private energy industry and federal security working groups and organizations. The members of our Cybersecurity Committee have significant experience in risk management, assessment of disclosure controls, information technology and auditing.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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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.
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.
The final resolution of such matters could exceed amounts accrued, however, and actual results could differ materially from management’s estimates. 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.
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.
Added
Pursuant to this item, we use a threshold of $1 million for purposes of determining whether any legal proceedings in regards to federal, state or local environmental laws with a governmental authority require disclosure.
Added
This $1 million disclosure threshold does not imply that this amount is necessarily material to our business or financial condition, and as of December 31, 2025, there were no environmental proceedings to disclose. The final resolution of such matters could exceed amounts accrued, however, and actual results could differ materially from management’s estimates.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Repurchases of Equity Securities; Unregistered Sales of Equity Securities and Use of Proceeds On October 22, 2024 our Board of Directors authorized repurchases of up to $1.0 billion, in the aggregate, of the Company’s common stock and/or warrants under a share repurchase program.
Repurchases of Equity Securities; Unregistered Sales of Equity Securities and Use of Proceeds 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.
The repurchase authorization permits repurchases on a discretionary basis subject to market conditions, required internal approvals, applicable legal requirements, available liquidity, compliance with the Company’s debt agreements and other appropriate factors. We did not repurchase any shares of our common stock during the quarter ended December 31, 2024.
The repurchase authorization permits repurchases on a discretionary basis subject to market conditions, obtaining required internal approvals, applicable legal requirements, available liquidity, compliance with the Company’s debt agreements and other appropriate factors. We did not repurchase any shares of our common stock during the quarter ended December 31, 2025.
For additional information on our dividends, see Note 1 0 of the notes to our consolidated financial statements included in Item 8 of Part II of this report.
For additional information on our dividends, see Note 10 of the notes to our consolidated financial statements included in Item 8 of Part II of this report.
Effective January 1, 2025, we updated our enhanced returns framework which prioritizes paying a base dividend per share and provides for annual net debt reduction prior to additional shareholder returns such as additional dividend payments or share repurchases. The declaration and payment of any future dividend is subject to the approval of our Board of Directors in its discretion.
Effective for 2025, we prioritized paying a base dividend per share and provided for annual net debt reduction prior to additional shareholder returns such as additional dividend payments or share repurchases. The declaration and payment of any future dividend is subject to the approval of our Board of Directors in its discretion.
The Warrants are immediately exercisable and will expire on February 9, 2026. More information on our common stock and Warrants can be found in Note 1 0 of the notes to our consolidated financial statements included in Item 8 of Part II of this report.
The Warrants expired on February 9, 2026 and are no longer listed for trading. More information on our common stock and Warrants can be found in Note 10 of the notes to our consolidated financial statements included in Item 8 of Part II of this report.
As of December 31, 2024, approximately $1.0 billion may yet be purchased under the share repurchase program described above. Stockholders As of February 19, 2025, there were approximately 1,226 holders of record of our common stock.
As of December 31, 2025, the approximate dollar value of shares that may yet be purchased under the share repurchase program was $900 million. Stockholders As of February 11, 2026, there were approximately 1,244 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Subsequent to the completion of the Southwestern Merger on October 1, 2024, we changed our company name to Expand Energy Corporation and changed the NASDAQ trading symbol for our common stock from “CHK” to “EXE”.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Our common stock is traded on the NASDAQ under the “EXE” trading symbol. Additionally, our Class A Warrants, Class B Warrants and Class C Warrants were traded on the NASDAQ under the “EXEEW”, “EXEEZ” and “EXEEL” trading symbols, respectively.
Removed
Additionally, our Class A Warrants, Class B Warrants and Class C Warrants trading symbols changed from “CHKEW”, “CHKEZ”, and “CHKEL”, respectively, to “EXEEW”, “EXEEZ” and “EXEEL”, respectively, following the completion of the Southwestern Merger. Our common shares and Warrants have been trading under the updated trading symbols on NASDAQ since October 2, 2024.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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The declaration and payment of any future dividend, whether fixed or variable, will remain at the full discretion of the Board and will depend on the Company’s financial results, cash requirements, future prospects and other relevant factors.
The declaration and payment of any future dividend, whether fixed or variable, will remain at the full discretion of the Board of Directors and will depend on the Company’s financial results, cash requirements, future prospects and other relevant factors.
Our natural gas, oil and NGL derivative activities, when combined with our sales of natural gas, oil and NGL, allow us to better predict the total revenue we expect to receive.
Our natural gas, oil and NGL derivative activities, when combined with our sales of natural gas, oil and NGL, allow us to better predict the total revenue we expect to receive. See
Our operations are located in Louisiana in the Haynesville and Bossier Shales (“Haynesville”), in Pennsylvania in the Marcellus Shale (“Northeast Appalachia”) and in West Virginia and Ohio in the Marcellus and Utica Shales (“Southwest Appalachia”).
Our operations are located in Louisiana and Texas in the Haynesville and Bossier Shales (“Haynesville”), in Pennsylvania in the Marcellus Shale (“Northeast Appalachia”) and in West Virginia and Ohio in the Marcellus and Utica Shales (“Southwest Appalachia”).
To accomplish these goals, we intend to allocate our human resources and capital expenditures to projects we believe offer the highest cash return on capital invested, to deploy leading drilling and completion technology throughout our portfolio, and to take advantage of acquisition and divestiture opportunities to strengthen our portfolio.
To accomplish these goals, we plan to allocate our human resources and capital expenditures to projects we believe offer the highest cash return on capital invested, to deploy leading drilling and completion technology throughout our portfolio, and to take advantage of acquisition and divestiture opportunities to strengthen our portfolio.
See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.
See Note 10 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.
Issuance of Senior Notes, Senior Notes Tender Offer and Redemption of Debt In December 2024, we completed our underwritten public offering of $750 million aggregate principal amount of our 5.70% Senior Notes due 2035 (the “2035 Notes”). Additionally, we announced an offer to purchase for cash, any and all of our outstanding 2026 Notes (the “Tender Offer”).
Issuance of Senior Notes and Senior Notes Repayment In December 2024, we completed our underwritten public offering of $750 million aggregate principal amount of our 5.70% Senior Notes due 2035 (the “2035 Notes”). Additionally, we announced an offer to purchase for cash, any and all of our outstanding 2026 Notes (the “Tender Offer”).
Our future estimated cash flow is partially protected from commodity price volatility due to our current hedge positions that provide a floor price on over half of our projected gas volumes through the end of 2025 with significant upside participation via costless collars.
Our future estimated cash flow is partially protected from commodity price volatility due to our current hedge positions that provide a floor price on over 60% of our projected gas volumes through the end of 2026 with significant upside participation via costless collars and three-way collars.
Dividends On February 26, 2025, we declared a base quarterly dividend payable of $0.575 per share, which will be paid on March 27, 2025 to stockholders of record at the close of business on March 11, 2025.
Dividends On February 17, 2026, we declared a base quarterly dividend payable of $0.575 per share, which will be paid on March 26, 2026 to stockholders of record at the close of business on March 5, 2026.
We also intend to continue to dedicate capital to projects designed to reduce the environmental impact of our production activities.
We also intend to continue to invest in projects designed to reduce the environmental impact of our production activities.
Our strategy is to create shareholder value through the responsible development of our significant resource plays while continuing to be a leading provider of natural gas to markets in need. We continue to focus on improving margins through operating efficiencies and financial discipline and improving our ESG performance.
Our strategy is to create resilient shareholder value through the responsible development of our significant resource plays while continuing to be a leading provider of natural gas to growing markets. We continue to focus on improving margins through operating efficiencies, marketing and commercial efforts and financial discipline and improving our safety and sustainability performance.
As of December 31, 2024, we had $2.8 billion of liquidity available, including $317 million of cash on hand and $2.5 billion of aggregate unused borrowing capacity available under the Credit Facility. As of December 31, 2024, we had no outstanding borrowings under our Credit Facility.
As of December 31, 2025, we had $4.1 billion of liquidity available, including $616 million of cash on hand and $3.5 billion of aggregate unused borrowing capacity available under the 2025 Credit Facility. As of December 31, 2025, we had no outstanding borrowings under our 2025 Credit Facility.
Additionally, we aim to be conscientious in our efforts and how they will shape our approach to sustainability for the future and have established the following goals: • Net zero (Scope 1 and 2) greenhouse gas emissions by 2035. • Maintain 100% responsibly sourced gas (RSG) certification across our portfolio. 54 TABLE OF CONTENTS Recent Developments Southwestern Merger On January 10, 2024, Chesapeake and Southwestern entered into an all-stock agreement and plan of merger (the “Merger Agreement”).
Additionally, we aim to be conscientious in our efforts and how they will shape our approach to sustainability for the future and have established the following goals: • Net zero (Scope 1 and 2) greenhouse gas emissions by 2035. • Maintain 100% responsibly sourced gas (RSG) certification across our portfolio. 54 TABLE OF CONTENTS Recent and Significant Developments Southwestern Merger On October 1, 2024, we completed the Southwestern Merger and issued approximately 95.7 million shares of our common stock to Southwestern’s shareholders in connection with the Merger Agreement.
Derivative and Hedging Activities Our results of operations and cash flows are impacted by changes in market prices for natural gas, oil and NGL. We enter into various derivative instruments to mitigate a portion of our exposure to commodity price declines, but these transactions may also limit our cash flows in periods of rising commodity prices.
We enter into various derivative instruments to mitigate a portion of our exposure to commodity price declines, but these transactions may also limit our cash flows in periods of rising commodity prices.
As a result of the Southwestern Merger, we assumed Southwestern’s oilfield service business that will allow for some vertical integration of our exploration and production operations, which may help to control costs and secure inputs for our operations.
As part of the Southwestern Merger, we assumed Southwestern’s oilfield service business that will allow for some vertical integration of our exploration and production operations, which may help to control costs and secure inputs for our operations. For additional discussion regarding risk associated with price volatility and economic uncertainty, see Item 1A Risk Factors in this report.
We believe our cash flow from operations, including from the acquired Southwestern business, cash on hand and unused borrowing capacity under the Credit Facility, as discussed below, will provide sufficient liquidity during the next 12 months and the foreseeable future.
If needed, we also have the ability to issue equity or debt securities through public offerings or private placements. We believe our cash flow from operations, cash on hand and unused borrowing capacity under the 2025 Credit Facility, as discussed below, will provide sufficient liquidity during the next 12 months and the foreseeable future.
For additional discussion regarding risk associated with price volatility and economic uncertainty, see Item 1A Risk Factors in this report. 56 TABLE OF CONTENTS Liquidity and Capital Resources Liquidity Overview Our primary sources of capital resources and liquidity are internally generated cash flows from operations and borrowings under our Credit Facility, and our primary uses of cash are for the development of our natural gas and oil properties, acquisitions of additional natural gas and oil properties and return of value to stockholders through dividends and equity repurchases.
Dell’Osso will serve as an external advisor for a period of time. 56 TABLE OF CONTENTS Liquidity and Capital Resources Liquidity Overview Our primary sources of capital resources and liquidity are internally generated cash flows from operations and borrowings under our 2025 Credit Facility, and our primary uses of cash are for the development of our natural gas and oil properties, acquisitions of additional natural gas and oil properties, repayments of debt and return of value to stockholders through dividends and equity repurchases.
The Company’s ability to pay dividends to its stockholders is restricted by (i) Oklahoma corporate law, (ii) its Certificate of Incorporation, (iii) the terms and provisions of the Credit Agreement governing the Credit Facility and (iv) the terms and provisions of the indentures governing its 5.500% Senior Notes due 2026, 5.875% Senior Notes due 2029, 6.750% Senior Notes due 2029, and 5.70% Senior Notes due 2035 as well as the senior notes assumed from Southwestern, including the 5.375% Senior Notes due 2029, 5.375% Senior Notes due 2030 and 4.750% Senior Notes due 2032.
The Company’s ability to pay dividends to its stockholders is restricted by (i) Oklahoma corporate law, (ii) its Certificate of Incorporation, (iii) the terms and provisions of the Credit Agreement and (iv) the terms and provisions of the Indentures governing our senior notes.
See Note 1 0 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.
The Credit Agreement also increased the sublimit available for the issuance of letters of credit from $500 million to $1.0 billion and increased the sublimit available for swingline loans from $50 million to $100 million. See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.
See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.
See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion of our debt obligations. Derivative and Hedging Activities Our results of operations and cash flows are impacted by changes in market prices for natural gas, oil and NGL.
See Note 1 0 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.
See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion. 55 TABLE OF CONTENTS Shareholder Returns In October 2024, our Board of Directors authorized the Company to repurchase up to $1.0 billion, in aggregate, of the Company’s common stock and/or warrants.
Additionally, on October 2, 2024, we received an investment grade rating from Fitch Ratings (“Fitch”). Fitch affirmed our revolver credit rating at ‘BBB-’ and upgraded the rating on our senior notes to ‘BBB-’, with a stable outlook.
Additionally, on April 16, 2025, we received an investment grade rating from Moody’s Ratings (“Moody’s”). Moody’s upgraded the rating on our senior unsecured notes from Ba1 to Baa3, with a stable outlook.
See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.
See Note 10 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion on our dividend payments and share repurchases. In 2026, the Company will continue to prioritize debt reduction while continuing to effectively return cash to shareholders.
Additionally, on January 23, 2025, the $389 million aggregate principal of the SWN 2025 Notes (as defined below) was repaid and terminated with cash on hand and borrowings on the Credit Facility. See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.
In January 2025, the $389 million aggregate principal of the SWN 2025 Notes was repaid and terminated with cash on hand and borrowings on the Prior Credit Facility. Additionally, in March 2025, we redeemed the remaining $47 million aggregate principal of the 2026 Notes with cash on hand.
For the foreseeable future, we believe our operational flexibility, cost structure and liquidity position will enable us to successfully navigate continued price volatility. Rig count reductions across the lower 48 states of the United States led to service cost deflation in 2024 resulting in decreased operating and capital cost.
For the foreseeable future, we believe our operational flexibility, cost structure and liquidity position will enable us to successfully navigate continued price volatility. We continue to monitor factors impacting commodity supply and demand situations, including tariffs on steel, and assess their impact on our business, including business partners and customers.
Removed
Southwestern was an independent energy company engaged in development, exploration and production activities, including related marketing activities, within its operating areas in the Appalachia and Haynesville shale plays. Our Board of Directors and the Board of Directors of Southwestern both approved the Merger Agreement.
Added
Addition to the S&P 500 Index In March 2025, following the close of the Southwestern Merger and the receipt of investment grade ratings, our common stock was added to the S&P 500.
Removed
At separate special meetings each held on June 18, 2024, Chesapeake’s stockholders approved the issuance of Chesapeake’s common stock to the stockholders of Southwestern in connection with the Southwestern Merger, and Southwestern’s stockholders approved the Merger Agreement.
Added
Credit Facility On September 30, 2025, the Company entered into an Amended and Restated Credit Agreement that, among other things, extended the 2025 Credit Facility’s maturity date from December 2027 to September 2030, with two one-year extension options available, each subject to the Lenders’ consent, increased the aggregate commitments under the 2025 Credit Facility from $2.5 billion to $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.
Removed
On October 1, 2024, the Southwestern Merger was completed, and we issued approximately 95.7 million shares of our common stock to Southwestern’s shareholders in connection with the Merger Agreement.
Added
During 2025, we also redeemed approximately $103 million of our 6.750% 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 through open market repurchases using cash on hand.
Removed
As a result of these investment grade ratings and the satisfaction of certain other conditions, certain restrictive covenants on our credit facility fell away and became more permissive.
Added
In 2025, we prioritized paying the base dividend of $2.30 per share and $1.0 billion of annual net debt reduction, with 75% of the remaining free cash flow distributed, as market conditions warranted, through share repurchases and additional dividend payments.
Removed
The leverage ratio and current ratio financial covenants and PV-9 Coverage Ratio are no longer effective, and the Company is required to maintain compliance with a total indebtedness to capitalization ratio, which is the ratio of the Company’s total indebtedness to the sum of total indebtedness plus stockholders’ equity, not to exceed 65%.
Added
During 2025, we made dividend payments of $765 million, repurchased 0.9 million shares for an aggregate price of $100 million, reduced the principal amount of our debt through senior notes repayments as noted above, and increased our cash on hand.
Removed
Repurchase Program and Enhanced Returns Framework In October 2024, our Board of Directors authorized the Company to repurchase up to $1.0 billion, in aggregate, of the Company’s common stock and/or warrants. Additionally, we also announced our enhanced capital returns framework which is designed to more effectively return cash to shareholders and reduce net debt.
Added
Domestically, the natural gas market balance has tightened through 2027 as robust demand, primarily driven by seasonal weather-driven consumption patterns and increasing structural demand gains from LNG, power generation, and industrials, has put upward pressure and additional volatility on near-term pricing.
Removed
The plan became effective January 1, 2025, and prioritizes the base dividend of $2.30 per share and a targeted $500 million of annual net debt reduction in 2025, which target will be redetermined annually.
Added
Management Changes On February 6, 2026, the Board of Directors of the Company appointed Mr. Wichterich, Chairman of the Board, as Interim President and Chief Executive Officer, replacing Domenic J. Dell’Osso, Jr., effective immediately. In connection with his separation, Mr. Dell’Osso also resigned from the Board of Directors, effective immediately. Mr.
Removed
Once both have been funded, it is anticipated that 75% of remaining free cash flow will be distributed as market conditions warrant, between share repurchases and additional dividend payments.
Removed
The remaining free cash flow would be maintained on the balance sheet. 55 TABLE OF CONTENTS Divestitures On January 17, 2023, we entered into an agreement to sell a portion of our Eagle Ford assets to WildFire Energy I LLC for approximately $1.425 billion, subject to post-closing adjustments.
Removed
This transaction closed on March 20, 2023 (with an effective date of October 1, 2022) and resulted in the recognition of a gain of approximately $337 million. On February 17, 2023, we entered into an agreement to sell a portion of our remaining Eagle Ford assets to INEOS Energy for approximately $1.4 billion, subject to post-closing adjustments.
Removed
This transaction closed on April 28, 2023 (with an effective date of October 1, 2022) and resulted in the recognition of a gain of approximately $470 million. On August 11, 2023, we entered into an agreement to sell the final portion of our remaining Eagle Ford assets to SilverBow Resources, Inc. (“SilverBow”) for approximately $700 million, subject to post-closing adjustments.
Removed
This transaction closed on November 30, 2023 (with an effective date of February 1, 2023) and resulted in the recognition of a gain of approximately $140 million. Due to the satisfaction of certain commodity price triggers, we received an additional $25 million cash consideration during the fourth quarter of 2024.
Removed
LNG Agreement On February 13, 2024, we announced our entrance into an LNG export deal that includes executed Sales and Purchase Agreements (“SPA”) for long-term liquefaction offtake.
Removed
Under the SPAs, we will purchase approximately 0.5 million tonnes of LNG per annum from Delfin LNG LLC at a Henry Hub price with a contract targeted start date in 2028, then deliver to Gunvor Group Ltd on a free on board basis with the sales price linked to the Japan Korea Market for a period of 20 years.
Removed
Investments - Momentum Sustainable Ventures LLC During the fourth quarter of 2022, we entered into an agreement with Momentum Sustainable Ventures LLC to build a new natural gas gathering pipeline and carbon capture project, which will gather and treat natural gas produced in the Haynesville Shale for re-delivery to Gulf Coast markets, including LNG export.
Removed
The pipeline is expected to have an initial capacity of 1.7 Bcf/d expandable to 2.2 Bcf/d. The carbon capture portion of the project anticipates capturing approximately 1.0 million tons per annum of CO2 and delivering the CO2 to ExxonMobil Low Carbon Solutions Onshore Storage, LLC for additional transportation and storage.
Removed
The natural gas gathering pipeline is projected for a potential in-service date in the fourth quarter of 2025. Through the end of 2024, we have made total capital contributions of $296 million to the project.
Removed
Domestically, the natural gas market balance has tightened, driven by increasing demand from new LNG export facilities, reduced industry activity levels, and a recent period of colder than average temperatures, providing support for prices in 2025 and 2026.
Removed
Higher commodity prices in 2025 could lead to increased rig activity across the industry resulting in modest levels of inflation. We continue to monitor these situations, including the recently enacted tariff on steel by the current Presidential Administration, and assess their impact on our business, including business partners and customers.
Removed
See Item 7A Quantitative and Qualitative Disclosures About Market Risk included in Part II of this report for further discussion on the impact of commodity price risk on our financial position. 57 TABLE OF CONTENTS Contractual Obligations and Off-Balance Sheet Arrangements As of December 31, 2024, our material contractual obligations include repayment of senior notes, derivative obligations, asset retirement obligations, lease obligations, undrawn letters of credit and various other commitments we enter into in the ordinary course of business that could result in future cash obligations.
Removed
In addition, we have contractual commitments with midstream companies and pipeline carriers for future gathering, processing and transportation of natural gas to move certain of our production to market. The estimated gross undiscounted future commitments under these agreements were approximately $9.9 billion as of December 31, 2024.
Removed
As discussed above, we believe our existing sources of liquidity will be sufficient to fund our near and long-term contractual obligations. See Notes 4 , 5 , 7 , 13 and 16 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.
Removed
Credit Facility On December 9, 2022, we entered into the Credit Agreement, as amended by the Initial Credit Agreement Amendment and the Investment Grade Credit Agreement Amendment, maturing in December 2027.
Removed
The Credit Facility provides for aggregate commitments of $2.5 billion, with a $500 million sublimit available for the issuance of letters of credit and a $50 million sublimit available for swingline loans. As of December 31, 2024, we had approximately $2.5 billion available for borrowings under the Credit Facility.
Removed
Borrowings under the Credit Agreement may be alternate base rate loans or term SOFR loans, at the Company’s election. On October 1, 2024, we received an investment grade rating from S&P Global Ratings (“S&P”). S&P assigned an issuer-level rating of ‘BBB-’ on our unsecured debt and raised our issuer credit rating to ‘BBB-’, with a stable outlook.
Removed
As a result of these investment grade ratings and the satisfaction of certain other conditions, (i) the Pre-IG Credit Agreement was automatically amended by the Investment Grade Credit Agreement Amendment, (ii) all liens and guarantees previously provided by the Company and its subsidiaries in connection with the Pre-IG Credit Agreement were released and (iii) all guarantees previously provided in connection with the Company’s senior notes were released.
Removed
Such Investment Grade Credit Agreement Amendment, among other things, removed the application of the borrowing base provided for in the Pre-IG Credit Agreement and modified the pricing and covenants as discussed in Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.
Removed
Assumption of Southwestern’s Senior Notes and Southwestern Credit Facility Extinguishment On October 1, 2024, the Southwestern Merger was completed, and we assumed approximately $3.7 billion of Southwestern’s senior notes.
Removed
On October 1, 2024, Southwestern’s existing credit facility was terminated, with all loan amounts and other obligations outstanding thereunder repaid in full and all commitments thereunder extinguished, for approximately $585 million, which included all outstanding borrowings, accrued interest and transaction fees.
Removed
Capital Expenditures For the year ending December 31, 2025, we currently expect to complete and turn in line 240 to 270 gross wells utilizing approximately 11 to 15 rigs and plan to invest between approximately $2.9 – $3.1 billion in capital expenditures.
Removed
We currently plan to fund our 2025 capital program through cash on hand, expected cash flow from our operations and borrowings under our Credit Facility.
Removed
We may alter or change our plans with respect to our capital program and expected capital expenditures based on developments in our business, our financial position, our industry or any of the markets in which we operate. 58 TABLE OF CONTENTS Sources and (Uses) of Cash and Cash Equivalents The following table presents the sources and uses of our cash and cash equivalents for the periods presented: Years Ended December 31, 2024 2023 2022 Cash provided by operating activities $ 1,565 $ 2,380 $ 4,125 Proceeds from divestitures of property and equipment 21 2,533 407 Proceeds from Credit Facility, net — — 1,050 Receipts of deferred consideration 166 — — Proceeds from issuance of senior notes, net 747 — — Proceeds from warrant exercise 3 — 27 Capital expenditures (1,557) (1,829) (1,823) Contributions to investments (75) (231) (18) Payments on Credit Facility, net — (1,050) — Payments on Exit Credit Facility, net — — (221) Business combination, net (459) — (1,967) Cash paid to purchase debt (767) — — Debt issuance and other financing costs (11) — (17) Cash paid to repurchase and retire common stock — (355) (1,073) Cash paid for common stock dividends (388) (487) (1,212) Other (3) — — Net increase (decrease) in cash, cash equivalents and restricted cash $ (758) $ 961 $ (722) Cash Flow from Operating Activities Cash provided by operating activities was $1.57 billion, $2.38 billion and $4.12 billion during the years ended December 31, 2024, 2023 and 2022, respectively.
Removed
The decrease in 2024 is primarily due to lower prices for the natural gas, oil and NGL we sold. The decrease in 2023 is primarily due to lower prices for the natural gas, oil and NGL we sold as well as decreased sales volumes related to our Eagle Ford divestitures.
Removed
Cash flows from operations are largely affected by the same factors that affect our net income, excluding various non-cash items, such as depreciation, depletion and amortization, certain impairments, gains or losses on sales of assets, deferred income taxes and mark-to-market changes in our open derivative instruments. See further discussion below under Results of Operations .
Removed
Proceeds from Divestitures of Property and Equipment In 2023, we sold our Eagle Ford assets through three separate transactions resulting in total cash proceeds of $2.5 billion after customary post-closing adjustments. In 2022, we sold our Powder River Basin assets to Continental Resources, Inc. for approximately $400 million after customary closing adjustments.
Removed
See Note 2 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion. Proceeds from Credit Facility, net In 2022, we borrowed a net $1.05 billion under the Credit Facility. We utilized these borrowings to terminate the Exit Credit Facility.
Removed
A portion of the borrowings under the Credit Facility were repaid with internally generated cash provided by operating activities. 59 TABLE OF CONTENTS Receipts of Deferred Consideration During 2024, we received $166 million in deferred consideration associated with our Eagle Ford divestiture transactions.
Removed
See Note 2 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion. Proceeds from Issuance of Senior Notes, net In 2024, we completed our underwritten public offering of $750 million aggregate principal amount of our 5.70% Senior Notes due 2035.
Removed
Capital Expenditures Our capital expenditures during the year ended December 31, 2024 decreased compared to the year ended December 31, 2023, primarily as a result of decreased drilling and completion activity within our Northeast Appalachia and Haynesville operating areas, as well as reduced activity in Eagle Ford due to our Eagle Ford divestitures.
Removed
Our capital expenditures during the year ended December 31, 2023 were in line with the capital expenditures during the year ended December 31, 2022, primarily as a result of increased drilling and completion activity within our Haynesville operating area, partially offset by reduced activity due to our Eagle Ford divestitures.
Removed
During the year ended December 31, 2024, our average operated rig count was 9 rigs and 133 spud wells, compared to an average operated rig count of 11 rigs and 193 spud wells in the year ended December 31, 2023 and 14 rigs and 217 spud wells in the year ended December 31, 2022.
Removed
We completed 81 operated wells in the year ended December 31, 2024 compared to 166 in the year ended December 31, 2023 and 216 in the year ended December 31, 2022.
Removed
Contributions to Investments During the years ended December 31, 2024, 2023 and 2022, contributions to investments primarily consisted of contributions to our investment with Momentum Sustainable Ventures LLC to build a new natural gas gathering pipeline and carbon capture project.
Removed
See Note 15 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for additional information.
Removed
Payments on Credit Facility, net During the year ended December 31, 2023, we made net repayments of $1.05 billion on the Credit Facility, utilizing a portion of the proceeds from the Eagle Ford divestitures and internally generated cash provided by operating activities.
Removed
Payments on Exit Credit Facility, net In December 2022, we entered into the Credit Facility and terminated the Exit Credit Facility, repaying all amounts outstanding and extinguishing all commitments thereunder.
Removed
Business Combination, net In connection with the completion of the Southwestern Merger during 2024, we terminated Southwestern’s existing credit facility, with all loan amounts and other obligations outstanding thereunder repaid in full and all commitments thereunder extinguished, for approximately $585 million utilizing cash on hand as well as the cash assumed from Southwestern.
Removed
During the year ended December 31, 2022, we completed the Marcellus Acquisition for approximately $2 billion and 9.4 million shares of our common stock.
Removed
See Note 2 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion of these acquisitions. 60 TABLE OF CONTENTS Cash Paid to Purchase Debt In 2024, we announced an offer to purchase for cash, any and all of our outstanding 2026 Notes, the “Tender Offer”.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+82 added−1 removed7 unchanged
Item 7A. Quantitative and Qualitative Disclosures About Market Risk The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our exposure to market risk. The term market risk relates to our risk of loss arising from adverse changes in natural gas, oil and NGL prices and interest rates.
Quantitative and Qualitative Disclosures About Market Risk The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our exposure to market risk. The term market risk relates to our risk of loss arising from adverse changes in natural gas, oil and NGL prices and interest rates.
See Note 1 3 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion of the fair value measurements associated with our derivatives.
See Note 13 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion of the fair value measurements associated with our derivatives.
See Note 1 3 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further information on our open derivative positions. Interest Rate Risk Our exposure to interest rate changes relates primarily to borrowings under our Credit Facility. Interest is payable on borrowings under the Credit Facility based on floating rates.
See Note 13 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further information on our open derivative positions. Interest Rate Risk Our exposure to interest rate changes relates primarily to borrowings under our 2025 Credit Facility.
Based on production, natural gas, oil and NGL revenue for the year ended December 31, 2024 would have increased or decreased by approximately $269 million, $7 million, and $21 million, respectively, for each 10% increase or decrease in prices.
Based on production, natural gas, oil and NGL revenue for the year ended December 31, 2025 would have increased or decreased by approximately $743 million, $32 million, and $72 million, respectively, for each 10% increase or decrease in prices.
See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for additional information. As of December 31, 2024, we did not have any outstanding borrowings under our Credit Facility. 70 TABLE OF CONTENTS
Interest is payable on borrowings under the 2025 Credit Facility based on floating rates. See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for additional information. As of December 31, 2025, we did not have any outstanding borrowings under our 2025 Credit Facility. 69 TABLE OF CONTENTS
For the year ended December 31, 2024, natural gas, oil and NGL revenues, excluding any effect of our derivative instruments, were $2,686 million, $69 million, and $214 million, respectively.
For the year ended December 31, 2025, natural gas, oil and NGL revenues, excluding any effect of our derivative instruments, were $7,433 million, $319 million, and $724 million, respectively.
A 10% fluctuation in forward NGL prices would impact the valuation of NGL derivatives by $18 million. This fair value change assumes volatility based on prevailing market parameters at December 31, 2024.
A 10% fluctuation in forward oil prices would not have made a meaningful impact on the valuation of our oil derivatives. This fair value change assumes volatility based on prevailing market parameters at December 31, 2025.
A 10% increase in forward gas prices would decrease the valuation of natural gas derivatives by approximately $493 million, while a 10% decrease would increase the valuation by approximately $482 million. A 10% fluctuation in forward oil prices would impact the valuation of oil derivatives by approximately $4 million.
As of December 31, 2025, the fair value of our natural gas and oil derivatives were net assets of $305 million and $2 million, respectively. A 10% increase in forward gas prices would decrease the valuation of natural gas derivatives by approximately $525 million, while a 10% decrease would increase the valuation by approximately $533 million.
Removed
As of December 31, 2024, the fair value of our natural gas and NGL derivatives were net liabilities of $49 million and $9 million, respectively. As of December 31, 2024, the fair value of our oil derivatives was a net asset of $4 million.
Added
Item 7A. Quantitative and Qualitative Disclosures About Market Risk included in Part II of this report for further discussion on the impact of commodity price risk on our financial position.
Added
Shelf Registration We have a universal shelf registration statement on file with the SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), under which we have the ability to issue and sell an indeterminate amount of various types of debt and equity securities.
Added
The specific terms of any securities to be sold will be described in supplemental filings with the SEC. There were no sales of such securities during the year ended December 31, 2025.
Added
Our shelf registration statement will expire in November 2027. 57 TABLE OF CONTENTS Contractual Obligations and Off-Balance Sheet Arrangements As of December 31, 2025, our material contractual obligations include repayment of senior notes, derivative obligations, asset retirement obligations, lease obligations, undrawn letters of credit and various other commitments we enter into in the ordinary course of business that could result in future cash obligations.
Added
In addition, we have contractual commitments with midstream companies and pipeline carriers for future gathering, processing and transportation of natural gas to move certain of our production to market. The estimated gross undiscounted future commitments under these agreements were approximately $9.6 billion as of December 31, 2025.
Added
As discussed above, we believe our existing sources of liquidity will be sufficient to fund our near and long-term contractual obligations. See Notes 4 , 5 , 7 , 13 and 16 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.
Added
Credit Facility On September 30, 2025, we entered into the Credit Agreement, which matures in September 2030. The 2025 Credit Facility provides for aggregate commitments of $3.5 billion, with a $1.0 billion sublimit available for the issuance of letters of credit and a $100 million sublimit available for swingline loans.
Added
Borrowings under the Credit Agreement may be alternate base rate loans or term SOFR loans, at the Company’s election. As of December 31, 2025, we had $3.5 billion available for borrowings under the 2025 Credit Facility. See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.
Added
Assumption of Southwestern’s Senior Notes and Southwestern Credit Facility Extinguishment On October 1, 2024, the Southwestern Merger was completed, and we assumed approximately $3.7 billion of Southwestern’s senior notes.
Added
On October 1, 2024, Southwestern’s existing credit facility was terminated, with all loan amounts and other obligations outstanding thereunder repaid in full and all commitments thereunder extinguished, for approximately $585 million, which included all outstanding borrowings, accrued interest and transaction fees.
Added
See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion.
Added
Capital Expenditures For the year ending December 31, 2026, we currently expect to complete and turn in line 205 to 235 gross wells utilizing approximately 11 to 12 rigs and plan to invest between approximately $2.75 – $2.95 billion in capital expenditures.
Added
We currently plan to fund our 2026 capital program through cash on hand, expected cash flow from our operations and borrowings under our 2025 Credit Facility.
Added
We may alter or change our plans with respect to our capital program and expected capital expenditures based on developments in our business, our financial position, our industry or any of the markets in which we operate. 58 TABLE OF CONTENTS Sources and (Uses) of Cash and Cash Equivalents The following table presents the sources and uses of our cash and cash equivalents for the periods presented: Years Ended December 31, 2025 2024 2023 Cash provided by operating activities $ 4,575 $ 1,565 $ 2,380 Proceeds from divestitures of property and equipment 70 21 2,533 Receipts of deferred consideration 116 166 — Proceeds from issuance of senior notes, net — 747 — Proceeds from warrant exercise 24 3 — Capital expenditures (2,736) (1,557) (1,829) Contributions to investments (14) (75) (231) Payments on Prior Credit Facility, net — — (1,050) Business combination, net — (459) — Property acquisitions (195) — — Cash paid to purchase debt (663) (767) — Debt issuance and other financing costs (11) (11) — Cash paid to repurchase and retire common stock (100) — (355) Cash paid for common stock dividends (765) (388) (487) Other — (3) — Net increase (decrease) in cash, cash equivalents and restricted cash $ 301 $ (758) $ 961 Cash Flow from Operating Activities Cash provided by operating activities was $4.58 billion, $1.57 billion and $2.38 billion during the years ended December 31, 2025, 2024 and 2023, respectively.
Added
The increase in 2025 is primarily due to increased sales volumes, including those related to the Southwestern Merger, as well as higher prices for the natural gas we sold. The decrease in 2024 is primarily due to lower prices for the natural gas, oil and NGL we sold.
Added
Cash flows from operations are largely affected by the same factors that affect our net income, excluding various non-cash items, such as depreciation, depletion and amortization, certain impairments, gains or losses on sales of assets, deferred income taxes and mark-to-market changes in our open derivative instruments. See further discussion below under Results of Operations .
Added
Proceeds from Divestitures of Property and Equipment In 2025, we sold a portion of our Oklahoma City campus as well as certain minor leasehold positions. In 2023, we sold our Eagle Ford assets through three separate transactions resulting in total cash proceeds of $2.5 billion after customary post-closing adjustments.
Added
See Note 2 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion. Receipts of Deferred Consideration During the years ended December 31, 2025 and 2024, we received $116 million and $166 million, respectively, in deferred consideration associated with our Eagle Ford divestiture transactions.
Added
See Note 2 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion. Proceeds from Issuance of Senior Notes, net In 2024, we completed our underwritten public offering of $750 million aggregate principal amount of our 5.70% Senior Notes due 2035.
Added
See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion. 59 TABLE OF CONTENTS Capital Expenditures Our capital expenditures during the year ended December 31, 2025 increased compared to the year ended December 31, 2024, primarily as a result of increased drilling and completion activity within our operating areas, including those related to the Southwestern Merger.
Added
Our capital expenditures during the year ended December 31, 2024 decreased compared to the year ended December 31, 2023, primarily as a result of decreased drilling and completion activity within our Northeast Appalachia and Haynesville operating areas, as well as reduced activity in Eagle Ford due to our Eagle Ford divestitures.
Added
During the year ended December 31, 2025, our average operated rig count was 11 rigs and 188 spud wells, compared to an average operated rig count of 9 rigs and 133 spud wells in the year ended December 31, 2024 and 11 rigs and 193 spud wells in the year ended December 31, 2023.
Added
We completed 272 operated wells in the year ended December 31, 2025 compared to 81 in the year ended December 31, 2024 and 166 in the year ended December 31, 2023. Contributions to Investments During the year ended December 31, 2025, contributions to investments primarily related to capitalized interest on our investment with Momentum Sustainable Ventures LLC.
Added
During the years ended December 31, 2024 and 2023, contributions to investments primarily consisted of contributions to our investment with Momentum Sustainable Ventures LLC to build a new natural gas gathering pipeline and carbon capture project, the NG3 pipeline. In October 2025, the NG3 pipeline was placed in service and began gathering operations.
Added
See Note 15 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for additional information.
Added
Payments on Prior Credit Facility, net During the year ended December 31, 2023, we made net repayments of $1.05 billion on the Prior Credit Facility, utilizing a portion of the proceeds from the Eagle Ford divestitures and internally generated cash provided by operating activities.
Added
Business Combination, net In connection with the completion of the Southwestern Merger during 2024, we terminated Southwestern’s existing credit facility, with all loan amounts and other obligations outstanding thereunder repaid in full and all commitments thereunder extinguished, for approximately $585 million utilizing cash on hand as well as the cash assumed from Southwestern.
Added
See Note 2 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion of this acquisition. Property Acquisitions Property acquisitions during the year ended December 31, 2025 primarily related to undeveloped leasehold acquired in Haynesville and Southwest Appalachia.
Added
Cash Paid to Purchase Debt In 2025, the $389 million aggregate principal of the SWN 2025 Notes was repaid and terminated upon maturity with cash on hand and borrowings under the Prior Credit Facility, of which the Prior Credit Facility borrowings were subsequently repaid.
Added
Additionally, we redeemed the remaining $47 million aggregate principal of the 2026 Notes using cash on hand. We also redeemed approximately $103 million of our 6.750% 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 through open market repurchases using cash on hand.
Added
In 2024, we announced an offer to purchase for cash, any and all of our outstanding 2026 Notes, the “Tender Offer”. Upon expiration of the Tender Offer, approximately 91%, or $453 million, of the 2026 Notes were validly tendered and not validly withdrawn.
Added
In a separate transaction during the fourth quarter of 2024, we redeemed all of the $304 million aggregate principal of the 2028 Notes assumed in the Southwestern Merger for approximately $312 million, which included an $8 million premium to call the notes.
Added
See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion. 60 TABLE OF CONTENTS Cash Paid to Repurchase and Retire Common Stock 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.
Added
During 2025, we repurchased 0.9 million shares for an aggregate price of $100 million. We did not repurchase any shares during 2024. During 2023, we repurchased 4.4 million shares of our common stock for an aggregate cost of approximately $355 million. The repurchased shares of common stock were retired and recorded as a reduction to common stock and retained earnings.
Added
See Note 10 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion. Cash Paid for Common Stock Dividends As part of our dividend program, we paid common stock dividends of $765 million, $388 million and $487 million during the years ended December 31, 2025, 2024 and 2023, respectively.
Added
See Note 10 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion. 61 TABLE OF CONTENTS Results of Operations Year ended December 31, 2025 compared to the year ended December 31, 2024 Below is a discussion of changes in our results of operations for 2025 compared to 2024.
Added
The results of operations discussed below include amounts pertaining to Southwestern after the merger closed on October 1, 2024. A discussion of changes in our results of operations for 2024 compared to 2023 has been omitted from this Form 10-K, but may be found in Part II, Item 7.
Added
Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Form 10-K for the year ended December 31, 2024 as filed with the SEC on February 26, 2025.
Added
Natural Gas, Oil and NGL Production and Average Sales Prices Year Ended December 31, 2025 Natural Gas Oil NGL Total MMcf per day $/Mcf MBbl per day $/Bbl MBbl per day $/Bbl MMcfe per day $/Mcfe Haynesville 3,000 3.17 — — — — 3,000 3.17 Northeast Appalachia 2,624 2.99 — — — — 2,624 2.99 Southwest Appalachia 976 3.08 16 54.47 81 24.48 1,559 3.76 Total 6,600 3.08 16 54.47 81 24.48 7,183 3.23 Average NYMEX Price 3.43 64.81 Average Realized Price (including realized derivatives) 3.16 55.60 24.30 3.30 Year Ended December 31, 2024 Natural Gas Oil NGL Total MMcf per day $/Mcf MBbl per day $/Bbl MBbl per day $/Bbl MMcfe per day $/Mcfe Haynesville 1,532 2.14 — — — — 1,532 2.14 Northeast Appalachia 1,809 1.88 — — — — 1,809 1.88 Southwest Appalachia 270 2.42 3 60.41 21 27.44 417 3.42 Total 3,611 2.03 3 60.41 21 27.44 3,758 2.16 Average NYMEX Price 2.27 75.72 Average Realized Price (including realized derivatives) 2.75 61.04 26.91 2.84 62 TABLE OF CONTENTS Natural Gas, Oil and NGL Sales Year Ended December 31, 2025 Natural Gas Oil NGL Total Haynesville $ 3,477 $ — $ — $ 3,477 Northeast Appalachia 2,860 — — 2,860 Southwest Appalachia 1,096 319 724 2,139 Total natural gas, oil and NGL sales $ 7,433 $ 319 $ 724 $ 8,476 Year Ended December 31, 2024 Natural Gas Oil NGL Total Haynesville $ 1,205 $ — $ — $ 1,205 Northeast Appalachia 1,242 — — 1,242 Southwest Appalachia 239 69 214 522 Total natural gas, oil and NGL sales $ 2,686 $ 69 $ 214 $ 2,969 Natural gas, oil and NGL sales in 2025 increased $5,507 million compared to 2024.
Added
Increased volumes across all of our operating areas, which were primarily driven by the Southwestern Merger, resulted in a $3,476 million increase. Higher average natural gas prices also drove a $2,031 million increase in 2025.
Added
Production Expenses Years Ended December 31, 2025 2024 $/Mcfe $/Mcfe Haynesville $ 297 0.27 $ 170 0.30 Northeast Appalachia 163 0.17 97 0.15 Southwest Appalachia 175 0.31 49 0.32 Total production expenses $ 635 0.24 $ 316 0.23 Production expenses in 2025 increased $319 million compared to 2024.
Added
The increases were primarily related to the Southwestern Merger and increased volumes across all of our operating areas.
Added
Gathering, Processing and Transportation Expenses (“GP&T”) Years Ended December 31, 2025 2024 $/Mcfe $/Mcfe Haynesville $ 800 0.73 $ 326 0.58 Northeast Appalachia 838 0.87 507 0.77 Southwest Appalachia 738 1.30 202 1.33 Total GP&T $ 2,376 0.91 $ 1,035 0.75 Gathering, processing and transportation expenses in 2025 increased $1,341 million compared to 2024.
Added
These increases were primarily related to the Southwestern Merger and increased volumes and rates across all of our operating areas. 63 TABLE OF CONTENTS Severance and Ad Valorem Taxes Years Ended December 31, 2025 2024 $/Mcfe $/Mcfe Haynesville $ 69 0.06 $ 60 0.11 Northeast Appalachia 32 0.03 15 0.02 Southwest Appalachia 92 0.16 22 0.14 Total severance and ad valorem taxes $ 193 0.07 $ 97 0.07 Severance and ad valorem taxes in 2025 increased $96 million compared to 2024.
Added
The increase was primarily related to a $103 million increase due to the Southwestern Merger, which impacted each of our operating areas. The increase due to the Southwestern Merger was partially offset by a decrease in the Haynesville statutory severance tax rate, which resulted in a per unit decrease.
Added
Gain (Loss) on Derivatives Years Ended December 31, 2025 2024 Natural gas derivatives - realized gains $ 188 $ 919 Natural gas derivatives - unrealized gains (losses) 354 (951) Total gains (losses) on natural gas derivatives $ 542 $ (32) Oil derivatives - realized gains $ 6 $ 1 Oil derivatives - unrealized losses (2) (3) Total gains (losses) on oil derivatives $ 4 $ (2) NGL derivatives - realized losses $ (5) $ (4) NGL derivatives - unrealized gains (losses) 9 (13) Total gains (losses) on NGL derivatives $ 4 $ (17) Contingent consideration - realized gains $ — $ 25 Contingent consideration - unrealized losses — (12) Total gains on contingent consideration $ — $ 13 Total gains (losses) on derivatives $ 550 $ (38) See Note 13 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for a complete discussion of our derivative activity.
Added
Marketing Revenues and Expenses Years Ended December 31, 2025 2024 Marketing revenues $ 3,163 $ 1,290 Marketing expenses 3,160 1,310 Marketing margin $ 3 $ (20) Marketing revenues and expenses increased in 2025 compared to 2024 as a result of increased marketing activities primarily driven by our increased production volumes across all of our operating areas as a result of the Southwestern Merger as well as an increase in natural gas prices. 64 TABLE OF CONTENTS Exploration Expenses During 2025, exploration expense of $46 million was primarily the result of $16 million of lease extension payments, $15 million of non-cash impairment charges related to expirations of unproved properties and $14 million of geological and geophysical expense.
Added
During 2024, exploration expense of $10 million was primarily the result of $6 million of non-cash impairment charges related to expirations of unproved properties and $3 million of geological and geophysical expense.
Added
General and Administrative Expenses Years Ended December 31, 2025 2024 Total G&A, net $ 181 $ 186 G&A, net per Mcfe $ 0.07 $ 0.14 Total general and administrative expenses, net during 2025 decreased $5 million compared to 2024 as the increase in employee compensation and benefits as a result of the Southwestern Merger was offset by a corresponding increase in allocations and reimbursements due to increased drilling and production activity.
Added
The per unit decrease in total general and administrative, net during 2025 compared to 2024 was due to increased production volumes as a result of the Southwestern Merger. Separation and Other Termination Costs During 2025 and 2024, we recognized $5 million and $23 million, respectively, of separation and other termination costs related to one-time termination benefits for certain employees.
Added
Depreciation, Depletion and Amortization Years Ended December 31, 2025 2024 DD&A $ 2,980 $ 1,729 DD&A per Mcfe $ 1.13 $ 1.26 The absolute increase in depreciation, depletion and amortization for 2025 compared to 2024 is primarily related to the Southwestern Merger.
Added
Depreciation, depletion and amortization per Mcfe decreased for 2025 compared to 2024 primarily due to lower depletion rates on wells acquired in the Southwestern Merger.
Added
Other Operating Expense , Net Years Ended December 31, 2025 2024 Other operating expense, net $ 40 $ 332 During 2025 and 2024, we recognized approximately $57 million and $312 million, respectively, of costs related to the Southwestern Merger, which included employee expenses, legal fees, consulting fees and financial advisory fees.
Added
In 2025, the costs related to the Southwestern Merger were partially offset by favorable legal settlements.
Added
In 2024, approximately $148 million of the Southwestern Merger costs were related to employee expenses. 65 TABLE OF CONTENTS Interest Expense Years Ended December 31, 2025 2024 Interest expense on debt $ 295 $ 181 Amortization of premium, discount, issuance costs and other 4 (7) Capitalized interest (64) (51) Total interest expense $ 235 $ 123 The increase in total interest expense for 2025 compared to 2024, was primarily due to our assumption of Southwestern’s Senior Notes as a result of the Southwestern Merger.
Added
Capitalized interest increased during 2025 compared to 2024 primarily as a result of increased capital activity following the completion of the Southwestern Merger. See Note 4 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for additional discussion.
Added
Income Tax Expense (Benefit) We recorded income tax expense of $463 million in 2025. Of this amount, $15 million is related to current federal and state income taxes, and the remainder is related to deferred federal and state income taxes. We recorded an income tax benefit of $127 million in 2024.
Added
Of this amount, $4 million is related to current federal and state income taxes, and the remainder is related to deferred federal and state income taxes.
Added
See Note 9 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for a discussion of income tax expense (benefit). 66 TABLE OF CONTENTS Critical Accounting Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States require us to make estimates and assumptions.
Added
The accounting estimates and assumptions that involve a significant level of estimation uncertainty and have or are reasonably likely to have a material impact on our financial condition or results of operations are discussed below. Our management has discussed each critical accounting estimate with the Audit Committee of our Board of Directors. Natural Gas and Oil Reserves.
Added
Estimates of natural gas and oil reserves and their values, future production rates, future development costs and commodity pricing differentials are the most significant of our estimates. The accuracy of any reserve estimate is a function of the quality of data available and of engineering and geological interpretation and judgment.
Added
In addition, estimates of reserves may be revised based on actual production, results of subsequent exploration and development activities, recent commodity prices, operating costs and other factors. These revisions could materially affect our financial statements. The volatility of commodity prices results in increased uncertainty inherent in these estimates and assumptions.
Added
Changes in natural gas, oil or NGL prices could result in actual results differing significantly from our estimates. See Supplemental Disclosures About Natural Gas, Oil and NGL Producing Activities included in Item 8 of Part II of this report for further information. Accounting for Business Combinations.
Added
We account for business combinations using the acquisition method, which is the only method permitted under FASB ASC Topic 805 – Business Combinations and involves the use of significant judgment. Under the acquisition method of accounting, a business combination is accounted for at a purchase price based on the fair value of the consideration given.
Added
The assets and liabilities acquired are measured at their fair values, and the purchase price is allocated to the assets and liabilities based upon these fair values. The excess, if any, of the consideration given to acquire an entity over the net amounts assigned to its assets acquired and liabilities assumed is recognized as goodwill.
Added
The excess, if any, of the fair value of assets acquired and liabilities assumed over the cost of an acquired entity is recognized immediately to earnings as a gain from bargain purchase. The Company’s principal assets are its natural gas and oil properties, which are accounted for under the successful efforts accounting method.
Added
The Company determines the fair value of acquired natural gas and oil properties based on the discounted future net cash flows expected to be generated from these assets. Discounted cash flow models by operating area are prepared using the estimated future revenues and operating costs for all proved developed properties and undeveloped properties comprising the proved and unproved reserves.
Added
Significant inputs associated with the calculation of discounted future net cash flows include estimates of (i) future production volumes based on estimated reserves, (ii) future operating and development costs, (iii) future commodity prices escalated by an inflationary rate after three years, adjusted for differentials, and (iv) a market-based weighted average cost of capital by operating area.
Added
The Company utilizes NYMEX strip pricing, adjusted for differentials, to value the reserves. The NYMEX strip pricing inputs used are classified as Level 1 fair value assumptions and all other inputs are classified as Level 3 fair value assumptions.
Added
The discount rates utilized are derived using a weighted average cost of capital computation, which includes an estimated cost of debt and equity for market participants with similar geographies and asset development type by operating area.
Added
See Note 2 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for additional information on our business combinations, including the Southwestern Merger, which was completed on October 1, 2024. Income Taxes. Income taxes are accounted for using the asset and liability method as required by GAAP.

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