Expand Energy completes $500M 5.65% notes sale

Expand Energy Corporation (EXE) completed an underwritten public offering of $500,000,000 aggregate principal amount of its 5.650% Senior Notes due 2031, issued under an automatically effective Form S-3 shelf registration.

Rhea-AI Filing Summary

Expand Energy Corporation (EXE) completed an underwritten public offering of $500,000,000 aggregate principal amount of its 5.650% Senior Notes due 2031, issued under an automatically effective Form S-3 shelf registration. The Notes are senior unsecured obligations, ranking equally with other unsecured senior debt and senior to any future subordinated debt.

The Notes are not guaranteed by subsidiaries and are therefore structurally subordinated to subsidiary indebtedness. Expand Energy may redeem the Notes at an optional redemption price before August 15, 2031, and at 100% of principal plus accrued interest on or after that Par Call Date. The Indenture includes customary covenants limiting certain liens and major corporate transactions.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate principal amount: $500,000,000 Coupon rate: 5.650% Maturity: 2031 +1 more

4 metrics

Aggregate principal amount $500,000,000 5.650% Senior Notes due 2031 issued in the Notes Offering

Coupon rate 5.650% Interest rate on Senior Notes due 2031

Maturity 2031 Senior Notes due 2031

Par Call Date August 15, 2031 Date after which Notes are redeemable at 100% of principal plus accrued interest

Key Terms

Senior Notes, Indenture, structurally subordinated, Par Call Date, +1 more

5 terms

Senior Notes financial

"underwritten public offering of $500,000,000 aggregate principal amount of its 5.650% Senior Notes due 2031"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

Indenture financial

"Notes were issued pursuant to the Indenture dated as of December 2, 2024"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

structurally subordinated financial

"Notes are not guaranteed by subsidiaries and are therefore structurally subordinated"

A claim or security is structurally subordinated when it sits lower in the legal repayment order because it is issued by a subsidiary rather than the parent company, so its holders are paid only after the parent’s creditors and any creditors of the subsidiary’s parent entities are satisfied. Imagine a line for repayment: structurally subordinated investors stand further back in line, which affects the likelihood and amount they might recover if the company or group faces financial trouble. This matters to investors because it usually implies higher risk and can influence expected return, liquidity, and credit pricing.

Par Call Date financial

"prior to August 15, 2031 (the “Par Call Date”)"

The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.

shelf registration statement regulatory

"registered under the Securities Act pursuant to a registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did EXPAND ENERGY Corp (EXE) announce in this Form 8-K?

Expand Energy Corporation completed an underwritten public offering of $500,000,000 aggregate principal amount of 5.650% Senior Notes due 2031, issued as senior unsecured obligations under its automatically effective Form S-3 shelf registration.

What are the key terms of EXE’s new 5.650% Senior Notes due 2031?

The Notes have a 5.650% interest rate, an aggregate principal amount of $500,000,000, and mature in 2031. They are senior unsecured obligations, ranking equally with other unsecured senior debt and senior to any future subordinated debt of Expand Energy Corporation.

How do EXE’s new Notes rank relative to other company and subsidiary debt?

The Notes are senior unsecured obligations of Expand Energy, ranking equally with its other unsecured senior debt and senior to any future subordinated debt. They are not guaranteed by subsidiaries and are therefore structurally subordinated to subsidiary indebtedness.

What redemption rights does EXE have for the 5.650% Senior Notes due 2031?

Expand Energy may optionally redeem the Notes, in whole or in part, at any time before August 15, 2031 at a redemption price calculated under the Indenture, and at 100% of principal plus accrued interest on or after that Par Call Date.

Under what documents were EXE’s new Notes issued?

The Notes were issued under a Base Indenture dated December 2, 2024, and a Second Supplemental Indenture dated September 17, 2026, between Expand Energy Corporation and Regions Bank as Trustee, together setting forth the specific terms applicable to the Notes.

What covenants apply to EXE’s 5.650% Senior Notes due 2031?

The Indenture includes customary covenants, including limitations on incurring liens securing funded indebtedness and on consolidating or merging with another entity or transferring or leasing substantially all properties and assets to another person.

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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): September 17, 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 No.)		(IRS Employer Identification No.)

10000 Energy Drive	Spring	Texas		77389
(Address of principal executive offices)				(Zip Code)

(346) 535-0990

(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 (see General Instruction A.2. below):

¨	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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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 1.01 Entry into a Material Definitive Agreement.

On September 17, 2026, Expand Energy Corporation (the “Company”) completed its previously announced underwritten public offering (the “Notes Offering”) of $500,000,000 aggregate principal amount of its 5.650% Senior Notes due 2031 (the “Notes”).

The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), pursuant to a registration statement on Form S-3 (No. 333-283348), filed with the Securities and Exchange Commission (the “SEC”) and automatically effective on November 20, 2024 (the “Shelf Registration Statement”). The terms of the Notes are further described in the Company’s prospectus supplement dated September 15, 2026, as filed with the SEC under Rule 424(b)(2) of the Act on September 17, 2026.

On September 17, 2026, the Notes were issued pursuant to the Indenture (the “Base Indenture”), dated as of December 2, 2024, between the Company and Regions Bank (the “Trustee”), as trustee, as supplemented by the Second Supplemental Indenture, dated as of September 17, 2026 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee, setting forth specific terms applicable to the Notes.

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

The Company may optionally redeem the Notes, in whole or in part, at any time prior to August 15, 2031 (the “Par Call Date”), at a redemption price calculated in a manner set forth in the Indenture. On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to but not including the redemption date.

The Indenture contains customary terms and covenants, including limitations on the Company’s ability and the ability of certain of its subsidiaries to incur liens securing funded indebtedness and on the Company’s ability to consolidate or merge with or into, or convey, transfer or lease all or substantially all of its properties and assets to, any person.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and the First Supplemental Indenture, which are set forth as Exhibits 4.1 and 4.2, respectively, hereto and are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above with respect to the Notes is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

In connection with closing of the Notes Offering, the Company is filing the legal opinions of Kirkland & Ellis LLP, regarding the enforceability of the Notes issued in the Notes Offering, and McAfee & Taft A Professional Corporation, regarding the legality of the Notes issued in the Notes Offering, attached as Exhibits 5.1 and 5.2, respectively, hereto, to incorporate such opinions by reference into the Shelf Registration Statement.

2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Indenture, dated as of December 2, 2024, by and between Expand Energy Corporation and Regions Bank, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2024).
4.2		Second Supplemental Indenture, dated as of September 17, 2026, by and between Expand Energy Corporation and Regions Bank, as Trustee (including the form of the Notes).
5.1		Opinion of Kirkland & Ellis LLP regarding the enforceability of the Notes.
5.2		Opinion of McAfee & Taft A Professional Corporation regarding the legality of the Notes.
23.1		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 hereto).
23.2		Consent of McAfee & Taft A Professional Corporation (included in Exhibit 5.2 hereto).
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

3

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/Marcel Teunissen
			Marcel Teunissen
			Executive Vice President and Chief Financial Officer
Date:	September 17, 2026

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-4.2 EXHIBIT 4.2 238.5 KB
• EX-5.1 EXHIBIT 5.1 16.7 KB
• EX-5.2 EXHIBIT 5.2 9.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 35.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB