Form 8-K - Current report

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): November 1, 2024

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	OK		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 5.02 Departure of Directors or Certain Officers; Election of Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As reported by Expand Energy Corporation (the “Company”) in its Current Report on Form 8-K dated October 1, 2024, Benjamin E. Russ was removed as Executive Vice President, General Counsel and Corporate Secretary of the Company as of October 1, 2024.

On November 1, 2024 (the “Termination Date”), the Company entered into a Severance Agreement (the “Severance Agreement”) with Mr. Russ specifying, among other things, that Mr. Russ’s service with the Company terminated on the Termination Date and that Mr. Russ will receive the cash severance, equity award vesting and other benefits set forth in the Company’s Executive Severance Plan (as modified by the letter agreement previously entered into between Mr. Russ and the Company in January 2024), subject to the satisfaction of the release conditions contained in the Severance Agreement.

(d) Exhibits

Exhibit No.		Document Description
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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/ MOHIT SINGH
		Mohit Singh
		Executive Vice President and Chief Financial Officer

Date: November 7, 2024

Cover	Nov. 01, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 01, 2024
Entity File Number	001-13726
Entity Registrant Name	EXPAND ENERGY CORPORATION
Entity Central Index Key	0000895126
Entity Tax Identification Number	73-1395733
Entity Incorporation, State or Country Code	OK
Entity Address, Address Line One	6100 North Western Avenue
Entity Address, City or Town	Oklahoma City
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	73118
City Area Code	405
Local Phone Number	848-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	EXE
Security Exchange Name	NASDAQ
Class A Warrants to purchase Common Stock [Member]
Title of 12(b) Security	Class A Warrants to purchase Common Stock
Trading Symbol	EXEEW
Security Exchange Name	NASDAQ
Class B Warrants to purchase Common Stock [Member]
Title of 12(b) Security	Class B Warrants to purchase Common Stock
Trading Symbol	EXEEZ
Security Exchange Name	NASDAQ
Class C Warrants to purchase Common Stock [Member]
Title of 12(b) Security	Class C Warrants to purchase Common Stock
Trading Symbol	EXEEL
Security Exchange Name	NASDAQ