UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~February 286, ~~2025~~2026

EXPAND ENERGY CORPORATION

(Exact name of registrant as specified in its Charter)

Oklahoma

001-13726

73-1395733

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer Identification No.)

6100 North Western Avenue

Oklahoma City

73118

(Address of principal executive offices)

(Zip Code)

(405)

848-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value per share

EXE

The Nasdaq Stock Market LLC

Class A Warrants to purchase Common Stock

EXEEW

The Nasdaq Stock Market LLC

Class B Warrants to purchase Common Stock

EXEEZ

The Nasdaq Stock Market LLC

Class C Warrants to purchase Common Stock

EXEEL

The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company						☐

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

Item 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October~~February 286, ~~2025~~2026, the Board of Directors (the “Board”) of Expand Energy Corporation (“Expand Energy”) ~~issued~~appointed aMichael ~~press~~Wichterich, ~~release~~Chairman ~~reporting~~of ~~third~~the ~~quarter~~Board, ~~2025~~as ~~financial~~Interim President and ~~operational~~Chief ~~results~~Executive Officer, replacing Domenic (Nick) J. ADell’Osso, ~~copy~~Jr., ofeffective ~~the~~immediately. ~~press~~In ~~release~~connection ~~and~~with ~~financial~~his ~~information~~separation, ~~are~~Mr. ~~attached~~Dell’Osso ~~hereto~~also asresigned ~~Exhibit~~from 99the Board, effective immediately.1 Mr. Dell’Osso will serve as an external advisor for a period of time to ensure a smooth transition.

~~The~~Mr. ~~information~~Wichterich, ~~contained~~age in58, has been the ~~press~~Founder, ~~release~~Chief isExecutive ~~being~~Officer ~~furnished,~~and ~~not~~Chairman ~~filed,~~of ~~pursuant~~Three toRivers ~~Item~~Operating ~~2.02.~~Company, ~~Accordingly~~LLC, ~~the~~a ~~information~~private ~~contained~~exploration inand ~~the~~production ~~press~~company ~~release~~with ~~shall~~a ~~not~~focus bein ~~deemed~~the ~~“filed”~~Permian ~~for~~Basin, ~~purposes~~since of2009. Before ~~Section~~becoming 18Chairman of the ~~Securities~~Board ~~Exchange Act~~ of ~~1934,~~Expand asEnergy ~~amended~~in ~~(the “Exchange Act”)~~2024, orMr. ~~incorporated~~Wichterich byserved ~~reference~~as inExecutive ~~any~~Chairman ~~filing under the Securities Act~~ of ~~1933,~~Chesapeake asEnergy ~~amended~~Corporation (~~the~~ “~~Securities~~Chesapeake ~~Act~~Energy”), orExpand ~~the~~Energy’s ~~Exchange~~predecessor, ~~Act~~from 2021 until 2022, ~~except~~and served as ~~shall~~Interim beChief ~~expressly~~Executive ~~set~~Officer ~~forth~~of byChesapeake ~~specific~~Energy ~~reference~~from inApril ~~such~~to aOctober ~~filing~~2021.

~~Item~~There 7are no arrangements or understandings between Mr.01 ~~Regulation~~Wichterich FDand ~~Disclosure~~any other persons pursuant to which he was selected as an officer of Expand Energy. There are also no family relationships between Mr. Wichterich and any director or executive officer of Expand Energy, and Mr. Wichterich does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

OnDuring ~~October~~Mr. ~~29,~~Wichterich’s ~~2025~~service as Interim President and Chief Executive Officer, ~~Expand~~Mr. ~~Energy~~Wichterich will ~~make~~receive a ~~presentation~~monthly ~~about~~base ~~its~~salary ~~financial~~of $125,000 and ~~operating~~an ~~results~~annual ~~for~~long-term ~~the~~incentive ~~third~~award ~~quarter~~delivered 50% in restricted stock units (“RSUs”) and 50% in performance share units (“PSUs”) with an aggregate grant date fair value of ~~2025~~$3,600,000. Upon ~~Expand~~a ~~Energy~~Qualifying ~~has~~Termination, ~~made~~Mr. ~~the~~Wichterich ~~presentation~~will ~~available~~retain a pro-rata portion of his long-term incentive award based on ~~its~~the ~~website~~number atof ~~https://investors.expandenergy.com.~~days ~~This~~served ~~information~~during isthe ~~being~~one-year ~~furnished~~period following the grant date, subject to his retention of a minimum number of RSUs and ~~shall~~PSUs ~~not~~with bean ~~deemed~~aggregate grant date fair value of $1,000,000. A “~~filed~~Qualifying Termination” will occur when Mr. Wichterich ceases to serve as Interim President and Chief Executive Officer for ~~purposes~~a ofreason ~~Section~~other 18than his termination for cause or, prior to the one-year anniversary of the ~~Exchange~~grant ~~Act~~date, orresignation. ~~incorporated~~The byRSUs ~~reference~~are inscheduled ~~any~~to ~~filing~~vest ~~under~~on the ~~Securities~~later ~~Act~~of orthe one-year anniversary of the ~~Exchange~~grant ~~Act,~~date ~~except~~and his separation as ~~shall~~Interim bePresident ~~expressly~~and ~~set~~Chief ~~forth~~Executive byOfficer. The ~~specific~~PSUs ~~reference~~will invest ~~such~~on the later of the one-year anniversary of the grant date and the Company’s achievement of a ~~filing~~total shareholder return (“TSR”) of at least 25% prior to the three-year anniversary of the grant date.

In connection with Mr. Dell’Osso’s termination by Expand Energy without cause, Expand Energy expects to enter into a separation agreement with Mr. Dell’Osso, consistent with the terms of Mr. Dell’Osso’s existing severance entitlements, as described in the Company’s Proxy Statement filed with the United States Securities and Exchange Commission on April 25, 2025.

Item 8.01 Other Events.

On February 9, 2026, Expand Energy issued a press release announcing plans to relocate its corporate headquarters from Oklahoma City, Oklahoma, to its existing office located in Spring, Texas in the greater Houston, Texas area, in mid-2026 and announcing the leadership changes described above under Item 5.02. The press release also reported that the Company has reaffirmed its synergy, capital and operating outlook for the fourth quarter and full year 2025 as set forth in its third quarter 2025 earnings announcement.

The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Document Description
99.1						Expand Energy Corporation press release dated ~~October~~February 289, ~~2025~~2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXPAND ENERGY CORPORATION By: /s/ ~~BRITTANY~~Chris ~~RAIFORD~~Lacy ~~Brittany~~Chris ~~Raiford~~Lacy Executive Vice President, ~~Interim~~General ~~Chief~~Counsel ~~Financial Officer~~ and ~~Treasurer~~Corporate Secretary

Date: ~~October~~February 289, ~~2025~~2026

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