Expand Energy prices $500M notes due 2031
Expand Energy prices a $500 million 5.650% senior notes due 2031 offering to raise capital for general corporate purposes.
Rhea-AI Filing Summary
Expand Energy Corporation (EXE) entered into an underwriting agreement for an underwritten public offering of $500,000,000 aggregate principal amount of its 5.650% Senior Notes due 2031, issued off its existing shelf registration statement on Form S-3. The notes were priced at 99.889% of face value and the offering is expected to close on September 17, 2026, subject to customary conditions.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as representatives of the underwriters and as joint book-running managers. Expand Energy states that it intends to use the net proceeds from the notes offering for general corporate purposes.
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Filing Explained
The financing adds senior-note obligations rather than stated common-share dilution; completion remains subject to customary conditions on September 17, 2026.
This Form 8-K reports a signed underwriting agreement for
An underwritten offering means the investment banks buy the securities from the issuer and resell them; Citigroup and J.P. Morgan are identified as the representatives and joint book-running managers here. The agreement is dated
8-K Event Classification
Key Figures
Key Terms
underwritten public offering financial
Senior Notes financial
prospectus supplement regulatory
shelf registration statement regulatory
joint book-running managers financial
forward-looking statements regulatory
Offering Details
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What type of financing did Expand Energy (EXE) announce in this Form 8-K?
What is the interest rate and maturity of Expand Energy’s new notes (EXE)?
How were Expand Energy’s (EXE) 5.650% senior notes priced?
When is the closing of Expand Energy’s (EXE) senior notes offering expected?
What will Expand Energy (EXE) use the net proceeds from the notes offering for?
Who are the underwriters for Expand Energy’s (EXE) 5.650% senior notes?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as specified in its Charter)
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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 | ||
| 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 15, 2026, Expand Energy Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), with respect to the issuance and sale in an underwritten public offering (the “Offering”) by the Company of $500,000,000 aggregate principal amount of the Company’s 5.650% Senior Notes due 2031 (the “Notes”).
The material terms of the Offering are described in the prospectus supplement dated September 15, 2026, as filed by the Company with the Securities and Exchange Commission (the “Commission”). The offer and sale of the Notes is registered with the Commission pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-283348) that was filed with the Commission on November 20, 2024. Subject to the satisfaction of customary conditions to closing, the transactions contemplated by the Underwriting Agreement will be consummated on September 17, 2026.
The Underwriting Agreement contains customary indemnification and contribution provisions whereby the Company, on the one hand, and the Underwriters, on the other hand, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (the “Report”) and is incorporated herein by reference.
Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company and its affiliates.
| Item 7.01 | Regulation FD Disclosure. |
On September 15, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is being furnished as Exhibit 99.1 to this Report and is incorporated herein by reference.
The information furnished in Item 7.01 of this Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act or Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated September 15, 2026, by and among Expand Energy Corporation and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. | |
| 99.1 | Expand Energy Corporation press release dated September 15, 2026. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
2
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, Chief Financial Officer | ||
Date: September 15, 2026
Exhibit 99.1
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Expand Energy Corporation Announces Pricing of Senior Notes Offering
SPRING, Texas, September 15, 2026 - Expand Energy Corporation (NASDAQ: EXE) (“Expand Energy”) announced today the pricing of its offering (the “Notes Offering”) of $500,000,000 aggregate principal amount of its 5.650% senior notes due 2031 (the “Notes”) at a price to the public of 99.889% of their face value. The Notes Offering is expected to close on September 17, 2026, subject to the satisfaction of customary closing conditions. Expand Energy intends to use the net proceeds from the Notes Offering for general corporate purposes.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as joint book-running managers for the Notes Offering. The Notes Offering is being made pursuant to an effective shelf registration statement on Form S-3 previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 20, 2024, and only by means of a prospectus supplement and accompanying base prospectus. Copies of the prospectus supplement and accompanying base prospectus relating to the Notes Offering may be obtained from the following addresses:
| Citigroup Global Markets Inc. c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, New York 11717 Telephone: (800) 831-9146 E-mail: prospectus@citi.com |
J.P. Morgan Securities LLC c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, New York 11717 E-mail: prospectus-eq_fi@jpmchase.com; postsalemanualrequests@broadridge.com |
You may also obtain these documents free of charge by visiting the Electronic Data Gathering and Analysis Retrieval System (EDGAR) on the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities. There shall not be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Expand Energy
Expand Energy Corporation (NASDAQ: EXE) is North America’s largest natural gas producer, powered by dedicated and innovative employees focused on expanding the value of natural gas by connecting global scale to growing markets. Expand Energy’s returns-driven strategy strives to create sustainable value for its stakeholders by leveraging its advantaged portfolio, financial strength and operational excellence. Expand Energy is committed to expanding America’s energy reach to fuel a more affordable, reliable, lower carbon future.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, but are not limited to, statements relating to the anticipated timing of the closing of the Notes Offering and Expand Energy’s intended use of proceeds therefrom, as well as statements reflecting expectations, intentions, assumptions or beliefs about future events and other statements that do not relate strictly to historical or current facts. Although Expand Energy’s management believes the expectations reflected in such forward-looking statements are reasonable, they are inherently subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond Expand Energy’s control. No assurance can be given that such forward-looking statements will be correct or achieved or that the assumptions are accurate or will not change over time. Particular uncertainties that could cause Expand Energy’s actual results to be materially different than those expressed in such forward-looking statement include those described in the prospectus supplement and accompanying base prospectus relating to the Notes Offering and other risks and uncertainties detailed in Expand Energy’s Annual Report on Form 10-K for the year ended December 31, 2025, Expand Energy’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026, and any other documents that Expand Energy files with the SEC. For a discussion of these risks, uncertainties and assumptions, investors are urged to refer to Expand Energy’s documents filed with the SEC that are available through Expand Energy’s website at www.expandenergy.com or through EDGAR at www.sec.gov. We caution you not to place undue reliance on the forward looking statements contained in this release, which speak only as of the date of the release, and we undertake no obligation to update this information. We urge you to carefully review and consider the disclosures in this release and our filings with the SEC that attempt to advise interested parties of the risk and factors that may affect our business.