DEF 14A of Expand Energy Corp, Apr 25, 2025

DEF 14A of Expand Energy Corp

Filed Apr 25, 2025 · FY20240001104659-25-039048

Open on EDGAR

  1. EXPAND ENERGY CORPORATION

    EXPAND ENERGY CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

  2. EXPAND ENERGY CORPORATION

    | PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | | | ☑ | No fee required | | ☐ | Fee paid previously with preliminary materials | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |

  3. EXPAND ENERGY CORPORATION

    | | Notice of Annual Meeting of Shareholders JUNE 5, 2025 |

  4. EXPAND ENERGY CORPORATION

    Table of Contents

  5. EXPAND ENERGY CORPORATION

    | SHAREHOLDER LETTER | Letter to Shareholders | 1 | | NOTICE AND ROADMAP | Notice of 2025 Annual Meeting of Shareholders | 2 | | | Voting Matters | 2 | | HIGHLIGHTS | 2024 – 2025 Operational and Financial Highlights | 4 | | | 2024 Sustainability Progress | 5 | | | 2024 Corporate Governance Highlights | 7 | | VOTING AND MEETING INFORMATION | Voting and Meeting Information | 8 | | GOVERNANCE | PROPOSAL 1: Election of Directors | 12 | | | 2025 Director Nominees | 12 | | | Board Composition | 18 | | | Director Balance and Background | 19 | | | How We Oversee and Manage Enterprise Risk | 20 | | | Investor Engagement | 22 | | | Board Leadership Structure | 24 | | | Service on Other Boards | 26 | | | Director Retirement Policy | 26 | | | Committees of the Board of Directors | 28 | | | 2024 Director Compensation | 32 | | EXECUTIVE COMPENSATION | PROPOSAL 2: Advisory Vote to Approve Named Executive Officer Compensation (Say on Pay) for 2024 | 34 | | | Compensation Discussion and Analysis | 35 | | | Q&A with Brian Steck, Compensation Committee Chair | 37 | | | Compensation Actions for 2024 | 41 | | AUDIT MATTERS | PROPOSAL 3: Ratification of PwC as Independent Auditor for 2025 | 66 | | | PwC’s Fees and Services | 67 | | SHARE OWNERSHIP | Securities Ownership of Officers and Directors | 68 | | | Section 16(a) Beneficial Ownership Reporting Compliance | 68 | | | Holdings of Major Shareholders | 69 | | | Equity Compensation Plans | 69 | | SHAREHOLDER MATTERS | Submitting Proposals for the 2026 Annual Meeting | 70 | | | Shareholder Engagement and Corporate Responsibility | 70 | | | Forward-Looking Statements | 71 | | | Appendix — Reconciliation of Non-GAAP Financial Measures | 71 |

  6. EXPAND ENERGY CORPORATION

    | | Now, more than ever, the world needs affordable, reliable and lower carbon energy. Population growth and increased technological demands have heightened the need for energy access and security to support innovation, societal progress and human well-being. Expanding Energy Access Expand Energy was formed on the belief that U.S. natural gas is best positioned to deliver critical energy to global markets. By successfully completing the merger of two companies and establishing Expand Energy as the U.S.’s largest natural gas producer, we are expanding energy access and accelerating opportunity for all stakeholders. Expand Energy’s scale and strength enable us to respond to volatile market conditions and spend less, giving us a competitive advantage in meeting the world’s evolving energy needs. Our Strategy: Expanding Returns, Expanding Opportunities Delivering on our corporate strategy requires innovative and experienced leadership and effective governance. This starts with our Board of Directors and management team who foster a culture of integrity while executing on Expand Energy’s strategic pillars for shareholder value creation. We pride ourselves on our ability to react to market changes and, when needed, disrupt traditional industry practices. Expand Energy was built to meet growing demand by enhancing margins, reaching more markets and being LNG ready. S&P Dow Jones Indices recently affirmed our strategy and portfolio performance, adding EXE to the S&P 500 in March 2025. Domenic J. “Nick” Dell’Osso, Jr. President, Chief Executive Officer and Director Michael A. Wichterich Chairman of the Board Expanding with Purpose Our enhanced portfolio, resilient balance sheet and flexible production profile position us to effectively navigate price cycles. As market fundamentals continue to improve the outlook for natural gas, we plan to invest approximately $3.0 billion of capital in 2025. This cap-ital spend positions the Company to deliver 7.1 Bcfe per day in 2025 with the option to grow to 7.5 Bcfe per day in 2026 at a time when natural gas supply is anticipated to be constrained. Key to our long-term success is our unwavering commitment to corporate responsibility. Our mission, vision and values help drive our decision-making and enhance our ability to deliver value for all our stakeholders. With this strong foundation, we focus on ensuring adequate energy access for our consumers, minimizing emissions, reducing environmental impact and cultivating a culture where everyone owns safety. While no single organization can solve the global energy security crisis, Expand Energy is devoted to being a catalyst for progress. Our confidence flows from the strength of our team — we have the right people in place who are emboldened by our mission of increasing energy access. By leveraging their expertise, alongside our connected portfolio and resilient financial foundation, we will deliver sus-tained value to our fellow shareholders. Our mission is big, our team is motivated and our portfolio is primed to seize opportunity. We invite your partnership as we grow upon the success of our first year. Attractive, Connected Portfolio Premium rock, returns, runway with access to premium markets Peer-leading Returns Most efficient operator with proven track record of delivering returns to shareholders Resilient Financial Foundation Investment Grade balance sheet provides strategic through-cycle advantages Responsible Stewardship Connecting affordable, reliable and lower carbon energy to markets in need Dear Fellow Shareholders, |

  7. EXPAND ENERGY CORPORATION

    | | 2 Expand Energy 2025 Proxy Statement PROPOSAL 1 Election of Directors Page 12 BOARD RECOMMENDATION We are asking shareholders to elect each of the 11 director nominees named in the Proxy Statement. The Board and Nominating and Corporate Governance Committee believe that each nominee has the qualifica-tions, experience and skills necessary to represent shareholder interests through service on the Board. FOR EACH NOMINEE PROPOSAL 2 Advisory Vote to Approve Named Executive Officer Compensation (Say on Pay) for 2024 Page 34 We designed our executive compensation program to attract and retain world-class leaders and align ex-ecutive pay with Company performance and long-term shareholder value. We are seeking a non-binding advisory vote to approve the compensation of our named executive officers (NEOs) as described in this Proxy Statement. We value shareholder input, and the Compensation Committee will consider the outcome of the advisory vote when considering future executive compensation decisions. FOR PROPOSAL 3 Ratification of Appointment of Independent Registered Public Accounting Firm for 2025 Page 66 The Audit Committee has appointed PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. We believe that retaining PwC is in the best interests of the Company and its shareholders. Accordingly, we are asking shareholders to ratify PwC’s appointment as a matter of sound corporate governance. FOR Notice of 2025 Annual Meeting of Shareholders DATE AND TIME Thursday, June 5, 2025 10:00 a.m. Central Time LOCATION VirtualShareholderMeeting.com/EXE2025 RECORD DATE Monday, April 7, 2025 Annual Meeting of Shareholders Voting Matters At or before the 2025 Annual Meeting of Shareholders (Annual Meeting), we ask that you vote on the following items: Other Business: Shareholders will also transact any other business that properly comes before the meeting. Abstentions and Broker Non-Votes: For Proposal 3, abstentions will not be counted as a vote for or against and no broker non-votes are expected. For all other proposals, abstentions and broker non-votes will not be counted as a vote for or against. |

  8. EXPAND ENERGY CORPORATION

    | | Notice and Roadmap 3 Your Vote is Important Please cast your vote as soon as possible by using one of the following methods: You are invited to attend Expand Energy Corporation’s 2025 Annual Meeting of Shareholders. This Proxy Statement contains important information about the meeting, including how you can make sure your views are represented by voting today. We encourage you to vote promptly, whether or not you are able to attend the Annual Meeting. By Order of the Board of Directors, Chris Lacy Executive Vice President, General Counsel and Corporate Secretary IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF EXPAND ENERGY’S PROXY MATERIALS FOR THE 2025 ANNUAL MEETING This Proxy Statement and our 2024 Annual Report are available at proxyvote.com. VIRTUALLY DURING MEETING To vote your shares during the Annual Meeting, click on the vote button provided on the screen and follow the instructions provided. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the log-in page. VirtualShareholderMeeting.com/EXE2025 INTERNET VIA TABLET OR SMARTPHONE Scan the QR code. You will need the 16-digit number included in your notice, proxy card or voter instruction form. PHONE Call toll-free 800-690-6903. You will need the 16-digit number included in your notice, proxy card or voter instruction form. INTERNET VIA COMPUTER Visit proxyvote.com. You will need the 16-digit number included in your notice, proxy card or voter instruction form. MAIL If you received a paper copy of your proxy materials, send your completed and signed proxy card or voter instruction form using the enclosed postage-paid envelope. |

  9. EXPAND ENERGY CORPORATION

    | | 4 Expand Energy 2025 Proxy Statement 2024 – 2025 Operational and Financial Highlights Completed Merger to Create Largest Domestic Natural Gas Producer 4Q24 Beat with Net Production of ~6.41 Bcfe/d ~$1bn of Adj. EBITDAX(a) and ~$600mm of Capex ~$500mm in Synergies from Merger Expected annually Enhanced Capital Returns Framework Tranche 1: Base Dividend Tranche 2: $500mm of net debt reduction Tranche 3: 75% remaining FCF to buybacks / variable dividends, 25% to cash on hand Investment Grade Credit Rating Debut $750mm Investment Grade issuance during 4Q24, setting record spread for energy rising star (+132 bps to 10-year Treasury) Authorized $1bn Share Repurchase Program To be deployed within returns framework (a) Adjusted EBITDAX is a non-GAAP financial measure, see Appendix for more information and a reconciliation to the most directly comparable GAAP financial measure. Strategic Pillars Attractive, Connected Portfolio Premium rock, returns, runway with access to premium markets Peer-leading Returns Most efficient operator with proven track record of delivering returns to shareholders Resilient Financial Foundation Investment Grade balance sheet provides strategic through-cycle advantages Responsible Stewardship Connecting affordable, reliable and lower carbon energy to markets in need Proxy Statement Highlights |

  10. EXPAND ENERGY CORPORATION

    | | Highlights 5 We embrace a lower carbon future as a safe operator and dedicated community partner. That’s why we are constantly innovating across all aspects of our business, challenging the status quo and driving solutions to make us stronger and more competitive. As we continue to improve our sustainability performance, we invest capital in sustainability-related projects that: 2024 Sustainability Progress Our employees work every day to expand energy access by producing the affordable, reliable and lower carbon energy the world needs. We reflect our core value of stewardship as we take responsibility for the natural resources and communities impacted by our operations. Expand Energy firmly embraces a lower carbon future, playing our part as we strive to achieve net zero Scope 1 and 2 GHG emissions by 2035. Highlights for 2024 include: Target and replace high-emission sources Materially reduce emissions and have the potential for revenue generation Supportive of improving shareholder returns Drive lower end-user costs 100% RSG Maintaining our portfolio as 100% certified responsibly sourced gas (RSG); includes transitioning all legacy assets under the same third-party standards: MiQ (methane) EO100™ (environmental and social) Joining OGMP Advancing our commitment to transparency and enhanced disclosures by joining the Oil & Gas Methane Partnership (OGMP) 2.0: The flagship oil and gas reporting and mitigation program of the United Nations Environment Programme The only comprehensive, measurement-based international reporting framework for the sector Own Safety, Lead Safety Prioritizing our safety-first culture challenging our team daily to ‘Own Safety, Lead Safety’ For more information on Expand Energy’s sustainability progress, initiatives and reporting, please visit expandenergy.com/sustainability. |

  11. EXPAND ENERGY CORPORATION

    | | 6 Expand Energy 2025 Proxy Statement FUNDAMENTALS KEY ACTIONS Ensure a safe and inclusive workplace, promoting collabora-tion and innovation • Launched ‘Own Safety, Lead Safety’ initiative • Adopting serious incidents and fatalities (SIF) framework for incident reporting and analysis • Implementing the Safe and Compliant Operations Policy SIF Framework adopted Take meaningful action to support community well-being • Accessible community engagement through dedicated, local teams and in-person meetings in our communities • Targeted community support through volunteerism and corporate philanthropy • Human rights policy defines standards for our operations and supply chain management; upholds UN’s Guiding Principles on Business and Human Rights Implement environ-mentally sound operations that mitigate impact and protect ecosystems • Comprehensive site assessment procedures and practices; identifying any environmentally sensitive receptor or cultural resource within the location’s proposed limit of disturbance • Contained more than 99% of all fluids handled, including Southwestern volumes • Recycled 100% of the produced water generated in Northeast Appalachia in addition to recycling produced water from other operators in the Marcellus • Remote surveillance capabilities installed across our operating areas allow us to remotely monitor our well pads and other facilities improving environmental protection 99% Fluids contained Minimize emissions in support of delivering lower carbon energy to sustain economic progress • Committed to net zero Scope 1 and 2 GHG emissions by 2035 • Robust leak detection, repair and monitoring programs; includes fixed methane sensors, aerial flyovers and optical gas and imaging inspections • Joined OGMP 2.0 for methane emissions reporting >5,300 Methane sensors deployed Provide transparent and measurable information encouraging accountability • Transparent, sustainability-related disclosures including reporting metrics across multiple industry and other voluntary frameworks • Inaugural sustainability report to publish in 2025 • 2024 AIP payouts capped target for all performance metrics if failing to achieve environmental and safety performance thresholds • Executive compensation program promotes environmental and safety performance • Code of Business Conduct defines ethical standards and responsibilities for all employees Sustainability Initiatives As we developed Expand Energy’s sustainability program, we started with a series of fundamentals to root our decision-making and tie sustainability performance to business strategy. We share these fundamentals below, as well as some key activities that actualize on these commitments. |

  12. EXPAND ENERGY CORPORATION

    | | Highlights 7 2024 Corporate Governance Highlights Expand Energy’s long-term strategy is underpinned by a robust corporate governance framework designed to drive accountability, strategic oversight, and efficient resource management that our shareholders can depend on. Highlights of our 2024 year in gover-nance include the following: Corporate Governance Principles The Board adopted Corporate Governance Principles which reflect its commitment to having a well-rounded mix of back-grounds, skills and tenure, and ensuring our directors and officers are able to dedicate sufficient time and attention to their responsibilities to the Company and its shareholders. Integration Our Board and Integration and Transformation Committee guided the Company through the Southwestern merger (the Merger) and oversaw the successful and efficient integration of two storied companies, resulting in a world-class team and cohesive Company culture. Marketing and Commercial Transformation We created a Marketing and Commercial Committee to bolster Expand Energy’s marketing and commercial transformation and oversee our marketing and risk management strategies, policies and activities. In 2024, the Board appointed 4 new directors who bring a distinct mix of skills and experiences that will enhance its capabilities and advance Expand Energy’s strategy of creating sustainable shareholder value. 22% 36% of director nominees are gender, racially, ethnically or nationality diverse MARCH 24, 2025 “EXE Joins S&P 500” |

  13. EXPAND ENERGY CORPORATION

    | | 8 Expand Energy 2025 Proxy Statement ONLINE ACCESS You will need the 16-digit control number printed in the box marked by the arrow on your proxy card to enter the Annual Meeting. We recommend that you log in at least 15 minutes before the meeting to ensure you are logged in when the meeting starts. DATE AND TIME Thursday, June 5, 2025 / 10:00 a.m. Central Time LOCATION VirtualShareholderMeeting.com/EXE2025 When and where is the Annual Meeting? How do I attend the Annual Meeting? Who is entitled to vote? You may vote at the Annual Meeting, and any adjournment or postponement thereof, if you were a holder of record of Expand Energy com-mon stock as of the close of business on April 7, 2025, the record date for the Annual Meeting. Each share of Expand Energy common stock is entitled to one vote at the Annual Meeting. On the record date, there were 237,974,082 shares of common stock issued and out-standing and entitled to vote at the Annual Meeting. There are no cumulative voting rights associated with Expand Energy common stock. How many votes do I get? One vote for each director nominee and one vote on each proposal for each share you hold as of April 7, 2025. How do I vote? There are 5 ways to vote: Voting and Meeting Information VIRTUALLY DURING MEETING To vote your shares during the Annual Meeting, click on the vote button provided on the screen and follow the instructions provided. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the log-in page. VirtualShareholderMeeting.com/EXE2025 INTERNET VIA TABLET OR SMARTPHONE Scan the QR code. You will need the 16-digit number included in your notice, proxy card or voter instruction form. PHONE Call toll-free 800-690-6903. You will need the 16-digit number included in your notice, proxy card or voter instruction form. INTERNET VIA COMPUTER Visit proxyvote.com. You will need the 16-digit number included in your notice, proxy card or voter instruction form. MAIL If you received a paper copy of your proxy materials, send your completed and signed proxy card or voter instruction form using the enclosed postage-paid envelope. |

  14. EXPAND ENERGY CORPORATION

    | | Voting and Meeting Information 9 What proposals will be voted on? What are the voting standards and how does the Board recommend that I vote? VOTING ITEM Board Recommendation Voting Standard Treatment of Abstentions and Broker Non-Votes(b) Proposal 1. Election of Directors FOR EACH NOMINEE Majority of votes cast(a) No effect MANAGEMENT PROPOSALS Proposal 2. Advisory Vote to Approve Named Executive Officer Compensation for 2024(c) FOR Plurality of votes cast No effect Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm (a) We have a majority-vote standard for the election of directors: Our Bylaws provide for a majority-vote standard for the un-contested election of directors. If a non-incumbent director nominee receives a greater number of votes AGAINST than FOR that nominee’s election, the nominee will not be elected. Further, if the number of votes AGAINST exceeds the number of votes FOR an incumbent director nominee, the nominee must promptly comply with the resignation procedures outlined in our Corporate Governance Principles. Abstentions and broker non-votes are not counted as votes either FOR or AGAINST the director. (b) Broker Non-Votes: If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under applicable Nasdaq Stock Market (Nasdaq) rules, such organization may generally vote at its discretion on “routine” matters, but cannot vote on “non-routine” matters. In such cases, the organization will inform the election inspector that it does not have the authority to vote your shares on such matter. This is referred to as a “broker non-vote.” Routine Matters: Proposal 3 regarding the ratification of PwC’s appointment as the Company’s independent registered public accounting firm is the only routine matter on which brokers, banks or other nominees may vote at their discretion. Therefore, no broker non-votes are expected in connection with Proposal 3. Non-Routine Matters: Each of the other proposals, including Proposal 1 regarding the election of directors and Proposal 2 regard-ing the advisory vote to approve NEO compensation, are non-routine under applicable Nasdaq rules. Without specific instructions, brokers, banks or other nominees cannot vote on these proposals, which may result in broker non-votes. (c) Advisory Votes: Your vote on Proposal 2 is “advisory” and therefore is not binding. However, our Compensation Committee and Board will carefully consider the outcome of the vote when reviewing future compensation arrangements for our NEOs. |

  15. EXPAND ENERGY CORPORATION

    | | 10 Expand Energy 2025 Proxy Statement How many votes must be present to hold the Annual Meeting? A majority of the shares of the common stock entitled to vote must be present online or by proxy at the Annual Meeting to constitute a quorum and to transact business. Your shares will be counted as present at the Annual Meeting if you properly submit a proxy via inter-net, telephone or mail, or if you join the virtual Annual Meeting. Abstentions and broker non-votes, if any, will be counted for purposes of establishing a quorum at the Annual Meeting. Who is soliciting my vote and how is it being solicited? Our Board is soliciting your proxy to vote your shares at the Annual Meeting. We are delivering proxy materials to shareholders primarily through the “notice and access” method. On or around April 25, 2025, we mailed a Notice of Internet Availability of Proxy Materials to shareholders who have not opted for email or paper delivery, which provides instructions on how to: • View our proxy materials online • Request a printed copy of the proxy materials at no charge • Instruct us on how you would like to receive future proxy materials We also emailed or mailed printed proxy materials to shareholders who previously requested electronic or paper delivery, respectively. We encourage shareholders to support our cost-reduction and sustainability efforts by accessing our proxy materials online or opting for electronic delivery. Who is paying for this proxy solicitation? The Company will bear all costs associated with soliciting proxies, including reimbursement of reasonable expenses incurred by brokers, dealers, banks and voting trustees, or their nominees in forwarding proxies to beneficial owners. We have engaged Alliance Advisors to assist in the solicitation for a fee of $22,000, plus distribution costs and expenses. Additionally, our proxy solicitor and certain of our directors, officers and employees may solicit proxies without additional compensation. What is the difference between a shareholder of record and a beneficial owner of shares held in street name? What happens if other matters are properly presented at the Annual Meeting? We are not aware of any other proposals to be submitted to shareholders at the Annual Meeting. However, if any matter not described in this Proxy Statement is properly presented for a vote at the meeting, the persons named on the proxy form may vote in accordance with their judgment. Discretionary authority to vote on other matters is included in the proxy. How You Hold Shares How You Receive Proxy Materials How Your Vote Works Record Holder Your shares are registered directly in your name with our transfer agent, EQ Shareowner Services. Directly from the Company You instruct the Company on how to vote your shares Beneficial Owner (holder in street name) Your shares are held indirectly through an account at a brokerage or other institutional account. From your broker, bank or other nominee You instruct your nominee on how to vote your shares, which in turn instructs the Company on how to vote your shares. (See discussion of “broker non-votes” on page 9). |

  16. EXPAND ENERGY CORPORATION

    | | Voting and Meeting Information 11 What happens if a director nominee is unable to serve? We do not know of any reason why any director nominee would be unable to serve. If any nominee is unable to serve, the Board can either nominate a different individual or reduce the Board’s size. If the Board nominates a different individual, the shares represented by all valid proxies will be voted for that nominee. Does the Board attend the Annual Meeting? Yes. Pursuant to our Corporate Governance Principles, directors are expected to attend the Annual Meeting. All of our then directors attended the 2024 Annual Meeting. Can I change my vote or revoke my proxy? Yes. You may revoke your proxy and change your vote at any time before votes are taken at the Annual Meeting by delivering a later dated proxy (by one of the methods described above), by sending a written notice of revocation to the Secretary of the Company, or by voting during the Annual Meeting. Your written notice of revocation can be delivered to the Company’s Secretary at P.O. Box 18496, Oklahoma City, Oklahoma 73154 prior to the Annual Meeting. Who will serve as the inspector of election and count the votes? A representative of Broadridge Financial Solutions, Inc. will serve as the inspector of election and count the votes. Is my vote confidential? Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties except: (i) as necessary to meet applicable legal requirements or to assert or defend claims for or against the Company; (ii) to allow for the tabulation and certification of votes; and (iii) to facilitate successful proxy solicitation efforts. Why did my household receive a single set of proxy materials? How can I request an additional copy of the proxy materials and Annual Report? In accordance with SEC rules, we send a single Notice, Proxy Statement and Annual Report to shareholders sharing the same last name and address. This procedure, called “householding,” benefits the Company and its shareholders by minimizing printing and mailing costs and the environmental impact of our annual meetings. If you are a shareholder of record and would like to receive a separate copy of a proxy statement or annual report, either now or in the future, or if you would like to request householding, please contact us: If you are a beneficial holder and would like additional copies of the proxy materials or would like to request householding, please contact your bank, broker or other nominee. All shareholders can find our Proxy Statement, Annual Report on Form 10-K and other SEC filings on our investor website at investors. expandenergy.com/financial-information/sec-filings or on the SEC’s website at sec.gov. Where can I find the voting results of the Annual Meeting? We will report the final voting results in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting. It will be available on our website at investors.expandenergy.com/financial-information/sec-filings and on the SEC’s website at sec.gov. EMAIL ir@expandenergy.com MAIL Expand Energy Corporation Investor Relations P.O. Box 18496 Oklahoma City, Oklahoma 73154 PHONE 405-935-8870 |

  17. EXPAND ENERGY CORPORATION

    | | 12 Expand Energy 2025 Proxy Statement Your Board recommends a vote FOR the election of each nominee. Proposal 1: Election of Directors At the 2025 Annual Meeting, shareholders are being asked to elect 11 directors to hold office until the next annual meeting or until their successors are duly elected and qualified. All nominees are proposed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee (Nominating Committee). Each nominee currently serves as a director of the Company. The Board and the Nominating Committee believe that each of the director nominees have substantial business, financial, environ-mental, marketing and commercial and E&P industry expertise and experience that align with the Company’s long-term strategy. Voting for Directors At the Annual Meeting, proxies can be voted only with respect to the 11 nominees named in this Proxy Statement. If a nominee is unable or declines to serve as a director, the proxy holders may vote for any nominee designated by the Board to fill the vacancy. Our Bylaws provide for a minimum of 3 and a maximum of 11 directors, each serving a one-year term and holding office until a succes-sor is elected and qualified or until the director’s earlier resignation or removal. Our Board currently has 11 members. The Company’s Bylaws provide that, if any incumbent director or any non-incumbent nominee receives a greater number of votes AGAINST than FOR his or her election, the non-incumbent nominee will not be elected, and the incumbent director must comply with the resignation procedures set forth in the Company’s Corporate Governance Principles. 2025 Director Nominees DOMENIC J. (“NICK”) DELL’OSSO, JR. Director Age: 48 Director since October 2021 Committees: None Other Public Boards: Transocean Ltd. (NYSE: RIG) Education: MBA, University of Texas; BA Economics, Boston College Career Highlights • President, CEO and Director of the Company since October 2021 • EVP and CFO of the Company (2010 – 2021) • VP – Finance and CFO of Chesapeake Midstream Development LP (2008 – 2010) • Investment banker with Jefferies & Co. (2006 – 2008) and Banc of America Securities (2004 – 2006) • Former director at FTS International, Inc.; Access Midstream/Williams Midstream Partners, L.P.; FracTech International, LLC; and Sundrop Fuels, Inc. • Non-profit organization directorships at Cristo Rey OKC and United Way of Central Oklahoma Director Skills and Qualifications Mr. Dell’Osso contributes a depth of financial, corporate development, marketing and commercial expertise, as well unique insights into the Company’s operations and strategy from his years as a Company executive. |

  18. EXPAND ENERGY CORPORATION

    | | Governance 13 BENJAMIN C. DUSTER, IV Independent Director Age: 64 Director since February 2021 Committees: Audit; Compensation Other Public Boards: Weatherford International plc (Nasdaq: WFRD) Education: JD, Harvard Law School; MBA, Harvard Business School; BA Economics, Yale University Career Highlights • Founder and CEO of Cormorant IV Corporation, LLC (2014 – Present) • CFO of Mobile Tech, Inc. (2022 – Present) • CEO of CenterLight Health System, Inc. (2016 – 2018) • Co-Founder of Watermark Advisors, LLC (2002 – 2015) • Various investment banking positions with Wachovia Securities, Inc. (now Wells Fargo) (1997 – 2001) and Salomon Brothers, Inc. (now CitiGroup Inc.) (1985 – 1997) • Director at Cardone Industries, Inc. • Director at The 1921 Institute • Former director at Republic First Bancorp, Inc. (Nasdaq: FRBK); Diamond Offshore Drilling, Inc. (NYSE: DO); Alaska Communica-tions Systems Group, Inc. (Nasdaq: ALSK); RCN Corporation (Nasdaq: RCN); Multi-Fineline Electronics (Nasdaq: MFLX); Netia, S.A. (Warsaw Stock Exchange: NET); WBL Corporation Ltd. (Singapore Stock Exchange: WBL); and Algoma Steel Inc. (Toronto Stock Exchange: AGA) Director Skills and Qualifications Mr. Duster is a seasoned executive and strategist with over 30 years of operational, financial and organizational experience across multiple sectors. As a current and former director of a variety of public and private companies, he brings significant financial expertise and corporate governance experience to the Board. TIMOTHY S. DUNCAN Independent Director Age: 52 Director since February 2021 Committees: Compensation; Environmental and Social Governance; Nominating and Corporate Governance Other Public Boards: None Education: MBA, University of Houston; BS Petroleum Engineering, Mississippi State University Career Highlights • Founder, CEO, President and Director of Talos Energy Inc. (NYSE: TALO) (2012 – 2024) • Founder and SVP of Business Development at Phoenix Exploration Company, LP (2006 – 2012) • Manager of Reservoir Engineering and Evaluations at Gryphon Exploration Company (2000 – 2005) • Various reservoir engineering and portfolio evaluation roles for Amerada Hess Corporation, Zilkha Energy Company and Pennzoil E&P Company (1995 – 2000) • Chairman (2022) and Vice Chairman (2021) of the National Ocean Industries Association (NOIA) • Member of Foundation Board and College of Engineering Dean’s Advisory Council at Mississippi State University Director Skills and Qualifications As a founder of multiple E&P businesses, and former CEO of a public company, Mr. Duncan brings extensive industry leadership, entre-preneurship and corporate development experience to the Board. His background in petroleum engineering and significant operational experience are also valuable assets to the Company. |

  19. EXPAND ENERGY CORPORATION

    | | 14 Expand Energy 2025 Proxy Statement MATTHEW M. GALLAGHER Lead Independent Director Age: 42 Director since February 2021 Committees: Audit; Nominating and Corporate Governance (Chair) Other Public Boards: None Education: BS Petroleum Engineering, Colorado School of Mines Career Highlights • President and CEO of Greenlake Energy, LLC (2021 – Present) and Venture Partner at NGP Energy Capital, LLC (2021 – Present) • President and CEO (2019 – 2021); President and COO (2017 – 2019); VP and COO, (2014 – 2017); and Various senior management and engineering positions (2010 – 2014) at Parsley Energy Inc. • Various engineering and management positions at Pioneer Natural Resources (2005 – 2010) • Director at Workrise (2024 – Present) • Former Director at Parsley Energy Inc.; Pioneer Natural Resources Company; and Tap Rock Resources, LLC Director Skills and Qualifications As CEO of multiple public and private E&P companies, Mr. Gallagher brings significant technical, strategic and organizational experi-ence to Expand Energy’s Board. Mr. Gallagher also adds a wealth of public and private corporate governance experience. SARAH A. EMERSON Independent Director Age: 63 Director since February 2021 Committees: Environmental and Social Governance (Chair); Marketing and Commercial Other Public Boards: None Education: BA Government, Cornell University; MA, Johns Hopkins University Nitze School of Advanced International Studies Career Highlights • President of Energy Security Analysis, Inc. (2009 – Present) • Managing Principal at ESAI Energy, LLC (2009 – Present) • Various research and consulting positions at Energy Security Analysis, Inc. (1986 – 2009) • Senior Associate at Center for Strategic and International Studies (CSIS) • Senior Fellow at Harvard University, Kennedy School • Board member at Anbaric Development Partners • Adjunct Professor at The Fletcher School of Global Affairs at Tufts University Director Skills and Qualifications Ms. Emerson contributes a wealth of expertise in energy market analysis, forecasting and strategy to the Board, built on her experience as a leading consultant in the petroleum, alternative fuels and electricity spaces. Her academic and policymaking experience also provide invaluable insights to the Board. |

  20. EXPAND ENERGY CORPORATION

    | | Governance 15 S.P. “CHIP” JOHNSON, IV Independent Director Age: 69 Director since October 2024 Committees: Compensation; Nominating and Corporate Governance Other Public Boards: None Education: BS Mechanical Engineering, University of Colorado Career Highlights • Co-Founder, President and CEO of Carrizo Oil & Gas until its merger with Callon Petroleum in December 2019 • Director at Southwestern Energy Company (2020 – 2024) • Director at Callon Petroleum (2019 – 2022) • Director at Basic Energy Services (2001 – 2016) • Director at Pinnacle Gas Resources (2003 – 2011) • Director at SEARCH Homeless Services (non-profit) Director Skills and Qualifications Mr. Johnson has over 40 years of experience in oil and gas exploration and production and is a former President and CEO of a publicly traded company. Mr. Johnson’s extensive leadership, risk management, strategy and corporate governance experience are valuable assets to the Board. JOHN D. GASS Independent Director Age: 73 Director since October 2024 Committees: Environmental and Social Governance; Nominating and Corporate Governance Other Public Boards: None Education: MS Civil Engineering, Tulane University; BS Civil Engineering, Vanderbilt University Career Highlights • Chevron Corporation (1974 – 2012); Former roles include VP of Chevron Corporation and President of Chevron Gas and Midstream • Director at Southwestern Energy Company (2012 – 2024) • Director at Suncor Energy Inc. (2014 – 2022) • Director at Weatherford International, Ltd. (2013 – 2019) • Former director of Sasol Chevron Holdings Ltd. and GS Caltex Director Skills and Qualifications Mr. Gass’ decades-long experience in the domestic and global E&P industries, brings valuable insights into the management of capital intensive, cyclical commodity businesses and extensive corporate governance and executive compensation leadership experience. Mr. Gass also brings strong environmental and safety skills and perspectives to the Board, including implementation of best practices. |

  21. EXPAND ENERGY CORPORATION

    | | 16 Expand Energy 2025 Proxy Statement SHAMEEK KONAR Independent Director Age: 55 Director since October 2024 Committees: Marketing and Commercial (Chair) Other Public Boards: None Education: Ph.D. Economics and Finance, Vanderbilt University; BA Economics and Mathematics, St. Stephen’s College Career Highlights • Partner and Head of Energy, Ara Energy Decarbonization, a private equity fund focused on the acquisition, operations and decarbonization of conventional energy assets (2024 – Present) • CEO at Pilot Company (2021 – 2023); Chief Strategy Officer at Pilot Company (2017 – 2020) • Chief Investment Officer, Global Head of Business Development at Castleton Commodities International (CCI) (2015 – 2017) • Chief Investment Officer and member of the Management Committee of Mercuria Energy Group (2012 – 2015) • Managing Director, Co-Head of Global Commodities and Principal Investing at Goldman Sachs Group (2009 – 2012) • Director at Southwestern Energy Company (2023 – 2024) • Senior management roles at Constellation Energy (2003 – 2009) and Accenture (2001 – 2003) • Adjunct Professor at University of Tennessee, Knoxville Director Skills and Qualifications Having held senior leadership roles at public and private companies in the transportation, commodity trading and investment sectors, Mr. Konar contributes a wealth of global energy and commodities expertise to the Board. He also has strong operational and strategic experience. CATHERINE A. KEHR Independent Director Age: 62 Director since October 2024 Committees: Audit (Chair); Marketing and Commercial Other Public Boards: None Education: MBA, The Wharton School, University of Pennsylvania; BA, Yale University Career Highlights • Retired SVP and Director of Capital Research Company, a division of The Capital Group • Director at Southwestern Energy Company (2011 – 2024) • Ranked by Reuters survey among top 10 U.S. portfolio managers in 2002 • Formerly with Atlantic Richfield Company and Payden & Rygel Investment Management • Former director at California Resources Corporation (2015 – 2017) and Bank of Jackson Hole Director Skills and Qualifications Ms. Kehr adds a wealth of financial acumen from her career as a portfolio manager specializing in global energy equities and high-yield debt at a major fund manager. She brings a deep understanding of financial analysis, commodity cycles and capital markets, as well as an investor perspective, to the Board. Ms. Kehr also has strong corporate governance and compensation experience from her previous service as a director of other E&P companies. |

  22. EXPAND ENERGY CORPORATION

    | | Governance 17 MICHAEL A. WICHTERICH Chairman of the Board Age: 58 Director since February 2021 Committees: None Other Public Boards: None Education: BBA Accounting, University of Texas Career Highlights • Founder, CEO and Chairman of Three Rivers Operating Company LLC (2009 – Present) • Executive Chairman (October 2021 – December 2022) and Interim CEO (April – October 2021) of the Company • Co-Founder of Firstelement Exploration (2024 – Present) • CFO of Texas American Resources Company (2006 – 2009) • CFO of New Braunfels Utilities (2004 – 2005) • CFO of Mariner Energy, Inc. (1998 – 2003) • Former director at Extraction Oil & Gas, Inc. (Nasdaq: XOG); Bruin E&P Operating, LLC; Grizzly Energy, LLC; Sabine Oil & Gas Corporation; and USA Compression Partners, LP Director Skills and Qualifications Mr. Wichterich brings extensive leadership, financial, and operational expertise to his role as Chairman. Through executive and director roles at several private and public energy companies, he has gained substantial industry, strategic and corporate governance experi-ence which has proved instrumental to his service to the Company. BRIAN STECK Independent Director Age: 58 Director since February 2021 Committees: Compensation (Chair); Integration and Transformation (Chair); Environmental and Social Governance; Marketing and Commercial Other Public Boards: None Education: BS Engineering, University of Illinois at Urbana-Champaign Career Highlights • Co-Founder and CEO at WhiteOwl Energy LLC (2022 – Present) • Partner at Mangrove Partners (2011 – 2020) • Founder and Managing Member at The Laurel Group, LLC (2009 – 2011) • Head of U.S. Equities at Tisbury Capital (2006 – 2008) • Partner at K Capital LLC (2000 – 2005) • Global Co-Head of Equity Hedge Fund Coverage and various equity derivative and risk management positions at UBS Group AG (NYSE: UBS) and predecessor entities (1990 – 2000) • Former director at Civitas Resources, Inc. (NYSE: CIVI) (formerly known as Bonanza Creek Energy, Inc. (NYSE: BCEI)); California Resources Corporation (NYSE: CRC); and Penn Virginial Corporation (Nasdaq: PVAC) Director Skills and Qualifications Mr. Steck brings significant finance and capital markets expertise to the Board, having held senior roles at multiple investment firms. As a former director of multiple public E&P companies, he also provides invaluable corporate governance and executive compensa-tion experience. |

  23. EXPAND ENERGY CORPORATION

    | | 18 Expand Energy 2025 Proxy Statement Governance Board Composition We are committed to maintaining a Board that strikes the right balance between seasoned and fresh perspectives, and reflects the diversity of skills, backgrounds and experiences we deem crucial to the effective oversight of our sophisticated and evolving business. Board Participation Consistent with our Corporate Governance Principles, all of our directors dedicate the time, energy and attention needed to ensure the diligent performance of their duties, including by preparing for and attending shareholder and committee meetings. In 2024, our directors had near perfect attendance. Information and reports regarding the committees of the Board begin on page 28. 97% 100% BOARD AND COMMITTEE MEETING ATTENDANCE ANNUAL MEETING ATTENDANCE 9 24 BOARD MEETINGS COMMITTEE MEETINGS TENURE 100% 5 years or less 2.9 Average tenure (years) AGE 58.5 Average age BOARD REFRESHMENT 4 New Directors in 2024 Gass, Johnson, Kehr, Konar BOARD AND COMMITTEE DIVERSITY 3 of 5 Committee Chairs 36% of director nominees are gender, racially, ethnically or nationality diverse 18% female 18% racially, ethnically or nationality diverse INDEPENDENCE 9 Independent Directors 100% Independent committees |

  24. EXPAND ENERGY CORPORATION

    | | Governance 19 Director Balance and Background Our Board consists of 11 well-rounded and proven leaders with relevant experience across multiple disciplines and industries. The Nominating Committee and Board understand that an array of talents and perspectives in the boardroom fosters innovation, critical thinking and elevated discussion. Accordingly, in reviewing potential director candidates, our Nominating Committee targets the skills and qualities necessary to guide our evolving Company in the execution of its long-term strategy. Dell’Osso Duncan Duster Emerson Gallagher Gass Johnson Kehr Konar Steck Wichterich Total Skills By Category % By Category CEO OR BOARD CHAIR EXPERIENCE Leading the management or oversight of a company provides unique insights into the Company’s performance, long-term strategy, shareholder interests, corporate governance and risk management. • • • • • • • • • 9 82% ENERGY INDUSTRY EXPERIENCE Understanding the unique challenges and opportunities of E&P and adjacent businesses provides crucial capabilities for assessing strategic priorities, operational plans and associated risks. • • • • • • • • • • • 11 100% MARKETING, TRADING AND TRANSPORTATION Significant experience in domestic and global commodity markets adds valuable perspective related to the Company’s marketing, commercial and risk management strategies. • • • • • • • 7 64% INTERNATIONAL As we endeavor to reach more international markets and engage with a broader group of counterparties, we value international operational and transactional experience. • • • • • • • 7 64% MANAGEMENT OF LARGE OR COMPLEX ORGANIZATIONS Experience managing larger, more sophisticated organizations provides perspective regarding best practices as the Company’s scale increases. • • • • • • • • 8 73% FINANCE AND INVESTMENTS Experience in financial reporting, accounting and capital markets relative to a public company of our scale promotes effective capital allocation and robust oversight. • • • • • • • • 8 73% STRATEGIC TRANSACTIONS Expertise in mergers, acquisitions and other strategic transactions of varying size and scope provides valuable insights in guiding the Company’s strategic priorities. • • • • • • • • • • • 11 100% HSER AND SUSTAINABILITY Experience in relevant health, safety and environmental regulations and best practices ensures proper oversight of risks faced by the Company, its workforce and the communities in which it operates. • • • • • • • 7 64% ENTERPRISE RISK MANAGEMENT Experience in effectively identifying, assessing and managing a broad set of risks can help the Board appreciate, anticipate and better oversee the Company’s risk management programs. • • • • • • • 7 64% HUMAN CAPITAL MANAGEMENT Our people are our most valuable asset. Experience in managing and developing talented workforces adds valuable perspective to the Board’s guidance on matters concerning Company culture and employee compensation and benefits. • • • • • • • 7 64% CORPORATE GOVERNANCE Experience on other public company boards helps the Board implement best practices and better navigate governance issues. • • • • • • • • • 9 82% CYBERSECURITY OVERSIGHT AND TECHNOLOGY Meaningful experience overseeing information security enables our Board to anticipate and address privacy and cybersecurity risks. • • • • • 5 45% |

  25. EXPAND ENERGY CORPORATION

    | | 20 Expand Energy 2025 Proxy Statement BOARD OF DIRECTORS: OVERSEES MAJOR RISKS Audit Committee Compensation Committee Environmental and Social Governance Committee Marketing and Commercial Committee Nominating and Corporate Governance Committee • Financial statements and reporting • Enterprise risk management • Independent auditor • Legal/regulatory compliance • Internal audit • Hotline monitoring • Code of Business Conduct • Cybersecurity • Related party trans-actions and conflicts • Compensation pro-grams designed to: – Promote respon-sible business decisions – Align with share-holder interests – Deter excessive risk taking • Executive and employee retention and development • Sustainability related risks • Corporate sustain-ability report • Regulatory trends and compliance • Scientific and techno-logical developments • Environmental performance • Health and safety incidents • Human capital management • Marketing, commercial and risk management strategies, policies and controls • Marketing and trans-portation portfolio • Hedging and risk management • Market fundamentals and developments • Board composition • Director independence • Leadership structure • Succession planning • Corporate governance policies and procedures • Shareholder engagement • Political spending and lobbying oversight MANAGEMENT OVERSIGHT Financial Risk Legal/Compliance Risk Strategic and Operational Risks Corporate Accounting, Treasury and Internal Audit Departments Legal and Compliance Departments HSER, Sustainability, IT and Operations Departments Executive Committee and Operations Department Principal responsibility for mon-itoring financial risks, including financial reporting, internal control matters, insurance, liquidity, debt management, commodity and interest rate hedging and credit ratings Principal responsibility for maintaining and monitoring compliance with all corporate policies and procedures, as well as legal and regulatory matters Oversee and monitor compli-ance efforts related to safety and sustainability risks, data governance, information systems and cybersecurity threats Oversee and monitor strategic and operational risks affecting all aspects of our business For more information about specific risks facing the Company, see the “Risk Factors” section of our 2024 Annual Report on Form 10-K. How We Oversee and Manage Enterprise Risk The Board has primary responsibility for overseeing the identification and proper management of risks to Expand Energy’s business. While each committee oversees risks directly in its areas of expertise, the Board retains primary oversight over the Company’s enterprise risks, such as those related to commodity price volatility, safety and sustainability. This allows the full Board to evaluate the Company’s major risks and refine the Company’s strategy in light of such risks. The Board regularly assesses and monitors our risk management processes. • Capital budget • Reserves and resource development • Asset integrity • Financial strength and liquidity • Capital markets transactions • Safety and sustainability issues • Succession planning • Strategic transactions • Enterprise risk management |

  26. EXPAND ENERGY CORPORATION

    | | Governance 21 BOARD AND AUDIT COMMITTEE CHIEF INFORMATION OFFICER IT CYBERSECURITY TEAM • Oversees IT policies, standards and procedures governing cybersecurity program • Receives at least semiannual reports on cybersecurity program • Oversees cybersecurity framework • Directs IT Cybersecurity Team • Dedicated IT manager and security engineers • Regularly reviews and updates IT policies, standards and procedures designed to prevent, detect, investigate and respond to cybersecurity incidents • Works with the Board, Audit Committee, management and other stakeholders to address any cybersecurity incidents How We Oversee and Manage Cybersecurity Risks Protecting the confidentiality, integrity and availability of our infrastructure, resources and information is a critical part of risk manage-ment, which is why we take a multi-layered approach to monitoring and addressing cybersecurity risks. How We Oversee and Manage Sustainability-Related Risks As part of our mission of connecting affordable, reliable and lower carbon energy to markets in need, the Company remains com-mitted to fostering a culture of risk management throughout the organization. Proper consideration of sustainability-related risks is incorporated into our strategy and decision-making processes at every level. BOARD OF DIRECTORS EXECUTIVE LEADERSHIP TEAM SUSTAINABILITY COUNCIL OPERATIONS • Environmental and Social Governance Committee • Chief Executive Officer • Executive Vice Presidents • Chief Operating Officer • General Counsel • VPs of HSER and Business Units • Other senior leaders • Oversees sustainability strategy, performance and disclosure • Business Unit leadership • Subject matter experts • HSER leadership • Sustainability team • Infrastructure Services • Stakeholder engagement Consistent with our commitment to maximizing value for all stakeholders, the Company leverages its risk management processes to examine its operational plans and strategic priorities against the physical, social and regulatory settings of our operations to evaluate potential sustainability-related risks. When risks are identified, our cross-functional sustainability team works to develop and execute appropriate mitigation plans or adjustments. |

  27. EXPAND ENERGY CORPORATION

    | | 22 Expand Energy 2025 Proxy Statement ANNUAL MEETING OF SHAREHOLDERS WINTER Review feedback from fall meetings with Board members and use it to consider governance and compensation changes and enhance proxy disclosures, when applicable FALL Engage with investors on highest priority issues SPRING Engage with shareholders to address important annual meeting issues SUMMER Review shareholder votes at our most recent annual meeting and current trends in corporate governance RISK MANAGEMENT PROCESS We strive to foster a culture of risk management throughout the Company. With the Board’s guidance, our management team routinely reviews our enterprise risk processes to ensure risk is consistently and appropriately considered in our decision making. Internal risk committees composed of management and experts continuously evaluate our risk management processes and address significant risk exposures. This comprehensive framework enables our management team to deliver on the Board’s risk management program. Strategic Oversight The Board plays a pivotal role in guiding our returns-driven strategy by overseeing our strategic framework, assessing growth oppor-tunities and advising on industry trends and market dynamics. The Board regularly reviews these matters during Board and commit-tee meetings and routinely engages with management between meetings, ensuring our directors’ unique insights and expertise help shape Expand Energy’s long-term strategy. Investor Engagement We recognize the importance of maintaining a robust shareholder outreach program. The Chairman of the Board, the Chairs of our Compensation and Nominating Committees and management engage our shareholders year-round on a variety of topics, including corporate governance, Board composition, executive compensation, sustainability, operating and financial performance, the combi-nation of Chesapeake and Southwestern, corporate strategy and our enhanced capital returns framework. IDENTIFICATION ASSESSMENT EVALUATION MITIGATION OR TREATMENT MONITOR AND REPORT 1 2 3 4 5 In 2024, our team met with shareholders representing ~70% of our outstanding shares of common stock, giving us a deeper understanding of the issues that matter most to our shareholders. |

  28. EXPAND ENERGY CORPORATION

    | | Governance 23 How You Can Communicate with the Board Shareholders and other interested parties may communicate with the Board, either individually or as a group through one of the pro-cesses below. BOARD ACCOUNTABILITY TO INVESTORS Quarterly review of investor views and feedback Periodic independent director meetings with investors + + + Annual director elections with majority voting standard Proxy access at 3%, 3 years, 25% of Board INTERNET expandenergy.com/about/board-of-directors EMAIL TalktoBoD@expandenergy.com MAIL Expand Energy Corporation Investor Relations P.O. Box 18496 Oklahoma City, Oklahoma 73154 PHONE 866-291-3401 (Director Access Line) |

  29. EXPAND ENERGY CORPORATION

    | | 24 Expand Energy 2025 Proxy Statement Our Board of Directors Board Leadership Structure Our Board is charged with ensuring that Expand Energy’s governance structure remains well suited to achieve the Company’s ever-green and long-term objectives and maintains strong alignment with shareholder interests. Our current structure includes separate non-employee Board Chairman, Lead Independent Director and CEO roles. We believe this structure enables our CEO to dedicate appropriate attention to managing the Company while ensuring effective independent Board oversight. Michael Wichterich has served as the Board’s Chairman and Matthew Gallagher has served as the Board’s Lead Independent Director since February 2021. Domenic J. Dell’Osso, Jr. has served as CEO since October 2021. Mr. Wichterich previously served as the Compa-ny’s Executive Chairman from October 2021 to December 2022. The Board is composed of the Chairman, CEO and 9 independent non-employee members. John Gass, S.P. “Chip” Johnson, IV, Catherine Kehr, and Shameek Konar joined the Board in October 2024. The following chart describes the purpose of each element of our Board structure and provides additional detail on composition and activities of the Board. Information regarding our Committees begins on page 28. AUDIT COMMITTEE COMPENSATION COMMITTEE ENVIRONMENTAL AND SOCIAL GOVERNANCE COMMITTEE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE MARKETING AND COMMERCIAL COMMITTEE EXPAND ENERGY BOARD OF DIRECTORS Promotes the Company’s long-term success and ensures proper oversight of management, evergreen and long-term strategy and enter-prise risks, including by: • Fostering a culture of capital discipline, safety and sustainability excellence, accountability and risk management • Implementing corporate governance best practices • Overseeing and evaluating strategic opportunities, while maintaining a strong balance sheet CHAIRMAN OF THE BOARD Leads our Board and sets the tone for the Board’s culture, ensuring Board effectiveness and responsiveness to the Company’s shareholders. Oversees the scheduling, preparation and agenda for each Board meeting, including executive sessions of non-employee directors, which take place at least quarterly. HOW WE SELECT THE CHAIR Our Nominating Committee makes a recommendation to the Board, based in part on feedback from its annual self-assessment, regarding which director should serve as Chair. Acting on this recommendation, the independent directors elected Mr. Wichterich to serve as Chairman and Mr. Gallagher as our Lead Independent Director. |

  30. EXPAND ENERGY CORPORATION

    | | Governance 25 How We Maintain a Board that is Right for the Company Our Board, in concert with our Nominating Committee, regularly reviews its composition to ensure it has the right combination of skills, tenure, perspectives and qualifications to achieve the Company’s strategic objectives. IMPORTANT FACTORS IN ASSESSING BOARD COMPOSITION The Nominating Committee strives to maintain an engaged, independent Board with broad and relevant experience and skills that is committed to advancing the long-term interests of our shareholders. The Committee considers a variety of factors when selecting and recruiting director candidates, including: • Ensuring an experienced, qualified Board with expertise in areas relevant to the Company. The Nominating Committee seeks directors who have held significant leadership positions and who have experience in the financial, operational, commer-cial, sustainability, regulatory, risk management and other aspects of the evolving industries in which in which we compete. • Annual assessment of Board effectiveness. The Board annually assesses its effectiveness through a process led jointly by the Chairs of the Board and Nominating Committee. The Chairman of the Board summarizes the directors’ assessments for discussion at executive sessions of the Board and its committees. For more information on this evaluation process, see the Nominating Committee’s Charter and the Board’s Corporate Governance Principles, which are available on our website at expandenergy.com/about/board-of-directors. ROLE OF THE CHAIR Our Chair is responsible for optimizing the Board’s processes and prioritizing its review of Company affairs. The Chairman’s primary responsibilities are summarized below and described in further detail in our Corporate Governance Principles. DIRECTOR RECRUITMENT PROCESS Candidate Recommendations • From shareholders, management, directors and search firms Nominating Committee • Engages search firms to assist in search process • Interviews and evaluates candidates • Recommends nominees Board • Evaluates candidates and selects nominees Shareholders • Vote on nominees at the annual meeting of shareholders Meetings • Oversees and chairs quarterly Board meetings, including executive sessions, and calls additional Board or independent director meetings as needed Communications • Regularly meets with and serves as liaison between the CEO and independent directors • Engages with major shareholders Governance • Guides the Board’s governance processes alongside the Nominating Committee, including succession planning, annual Board evaluation, and selection of committee chairs and membership • Oversees annual CEO evaluation If the Chairman is unavailable, the Lead Independent Director performs these functions. • Highest personal and professional ethics • Integrity and values • A passion for learning • Inquisitive and objective perspective • Sound judgment Director “must haves” |

  31. EXPAND ENERGY CORPORATION

    | | 26 Expand Energy 2025 Proxy Statement How We Assess Board Size Our Nominating Committee reviews the size of our Board annually to ensure it balances efficiency with the array of skills and experi-ence our evolving business demands. Our Bylaws currently provide for a minimum of 3 and a maximum of 11 directors, and our Board currently consists of 11 directors. We believe the Board’s current size is appropriate given the scale and complexity of the businesses and markets in which we currently operate. How We Assess Director Independence Our Board and Nominating Committee assess each director’s independence to ensure that no relationship exists which might inter-fere with their ability to exercise independent judgment. Our own independence standards conform with all applicable regulatory and Nasdaq requirements. Annually, the Board reviews all relevant related person transactions, as described below. TRANSACTIONS WITH RELATED PERSONS The Company maintains a written policy governing related party transactions and relationships in which the Company is a participant, the amount involved exceeds $120,000, and any of current directors or executive officers, or holders of 5% or more of our common stock, or any of their respective immediate family members has or will have a direct or indirect material interest. The Audit Committee reviews and, where appropriate, approves such interested transactions, subject to specified exceptions. Related party transactions are also subject to the Company’s Code of Business Conduct. The Audit Committee approves or ratifies only those transactions that it determines in good faith to be in the best interests of the Company and its shareholders. Service on Other Boards We value the experience our directors and executives gain from serving on other public company boards. We also understand that our success depends on our directors and officers being able to dedicate sufficient time and resources to guiding and managing the Company. Accordingly, our Corporate Governance Principles limit the total number of public company boards on which our directors and executive may serve, inclusive of our own: Director Retirement Policy Our Corporate Governance Principles include a mandatory retirement policy for directors, generally requiring retirement by the annual meeting following the director’s 80th birthday. During its 2024 review, the Board determined that all of our director nominees, other than Mr. Dell’Osso, our CEO, and Mr. Wichterich, who served as our Executive Chairman in 2021 and 2022, are independent. INDEPENDENT DIRECTORS 9 out of 11 DIRECTORS EXECUTIVES 4 2 |

  32. EXPAND ENERGY CORPORATION

    | | Governance 27 Succession Planning The Board regularly evaluates both emergency and long-term succession plans for the CEO and other senior leaders. In assessing potential successors, our non-employee directors consider the skills, experience and qualities essential to successfully lead the Company in alignment with its unique opportunities and challenges. Our directors also regularly interact with successor candidates. With input from the Nominating Committee, the Board also reviews its own succession plans. The Nominating Committee evaluates potential candidates through the process described under the heading “Director Recruitment Process” on page 25 and recommends candidates for full Board approval. Director Candidate Recommendations The Nominating Committee considers all shareholder recommendations for director candidates, evaluating them through the same lens as any other candidate. HOW YOU CAN RECOMMEND A CANDIDATE To recommend a candidate for our Board, write to the Nominating Committee, c/o Chris Lacy, Executive Vice President, General Counsel and Corporate Secretary, Expand Energy Corporation, P.O. Box 18496, Oklahoma City, Oklahoma 73154, and include all information that our Bylaws require for director nominations. You can find the full text of our Bylaws in Exhibit 3.2 to our Annual Report on Form 10-K for the year ended December 31, 2024. Tone at the Top — Embodying Our Core Values Our Board sets the tone for our management team and employees by fostering a culture of openness, honesty, integrity and ethical behavior in the boardroom. Our core values are foundational to our Company’s culture and serve as the lens through which our Board, management and employees shape and execute the Company’s strategy. We believe that, by living our core values, we are building a stronger, more prosperous Company for all of our shareholders. STEWARDSHIP Safety and environmental stewardship require excellence in the ordinary LEARN Commit to continuous improvement through humility, curiosity and constant learning CHARACTER Integrity in every action DISRUPT Challenge the status quo to achieve better outcomes for energy consumers COLLABORATE Embrace diverse perspectives, confront the brutal facts, and speak with radical candor |

  33. EXPAND ENERGY CORPORATION

    | | 28 Expand Energy 2025 Proxy Statement Other Governance Policies and Practices The Board has adopted Corporate Governance Principles, which include information regarding the Board’s role and responsibilities, director qualifications, director independence and other guidelines, and charters for each of the Board committees. The Board has also adopted a Code of Business Conduct applicable to all directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. These documents, along with our Certificate of Incorporation and Bylaws, serve as the foundation of our corporate governance framework. The Code of Business Conduct is available on our website at expand energy.com/sustainability/resources. All committee charters and the Corporate Governance Principles are available on our website at expandenergy.com/about/board-of-directors. Waivers of provisions of the Code of Business Conduct, if any, as to any director or executive officer are required to be evaluated by the Audit Committee or the Board and amendments to the Code of Business Conduct must be approved by the Board. We intend to post any such waivers from, or changes to, the Code of Business Conduct on our website within 4 business days of such approval. Committees of the Board of Directors Our Board carries out many of its duties through its 5 standing committees, each of which is composed solely of independent non-employee directors. A biographical overview of the members of our committees can be found under “Election of Directors” beginning on page 12. COMMITTEE COMPOSITION Each committee member satisfies Nasdaq’s and the Company’s definitions of an “independent director,” and all 3 members of the Audit Committee are “audit committee financial experts” (as defined under SEC rules), in each case as determined by the Board. • Heightened standards for Audit Committee members. Under a separate SEC independence requirement, Audit Committee members may not accept any consulting, advisory or other fees from the Company, except compensation for Board service. • Heightened standards for members of the Compensation and Nominating Committees. As a policy matter, the Board also applies a separate, heightened independence standard to members of the Compensation and Nominating Committees: no member of either committee may be a partner, member or principal of a law firm, accounting firm or investment banking firm that accepts consulting or advisory fees from the Company. In addition, in determining that Compensation Committee members are independent, Nasdaq rules require the Board to consider their sources of compensation, including any consult-ing, advisory or other compensation paid by the Company. 100% INDEPENDENT COMMITTEES ACTIVITIES RESPONSIBILITIES Each committee meets quarterly, and periodically as needed throughout the year, reports its actions and rec-ommendations to the Board, receives reports from senior management, annually evaluates its performance and has the authority and funding to retain outside advisors. Committee chairs have the opportunity to call for executive sessions at each meeting. The primary responsibilities of each committee are listed on the following pages (and committee respon-sibilities relating to risk oversight are described under “How We Oversee and Manage Enterprise Risk” on page 20). For more detail, see the committee charters on our website at expandenergy.com/about/board-of-directors. |

  34. EXPAND ENERGY CORPORATION

    | | Governance 29 AUDIT Catherine A. Kehr Chair Independent Members: Catherine A. Kehr, Chair Benjamin C. Duster, IV Matthew M. Gallagher Audit Committee Financial Experts: 3 2024 Meetings: 8 Key Oversight Responsibilities • Independent auditor engagement • Integrity of financial statements and disclosures • Financial reporting and accounting standards • Disclosure and internal controls • Enterprise risk management • Legal and regulatory compliance • Corporate compliance • Internal audit functions • Employee/vendor hotline • Cybersecurity • Related party transactions COMPENSATION Brian Steck Chair Independent Members: Brian Steck, Chair Timothy S. Duncan Benjamin C. Duster, IV S.P. “Chip” Johnson, IV 2024 Meetings: 8 Key Oversight Responsibilities • Compensation plans that attract, retain and motivate executive officers and employees • Implementation of executive compensation goals and objectives • CEO and senior executive performance evaluation • Incentive compensation programs, including the 2021 Long Term Incentive Plan • Broad-based plans available to all employees, including 401(k) plan and health-benefit plans • Compensation of non-employee directors • Establishment and monitoring of compliance with stock ownership guidelines applicable to executive officers and directors ENVIRONMENTAL AND SOCIAL GOVERNANCE Sarah A. Emerson Chair Independent Members: Sarah A. Emerson, Chair Timothy S. Duncan John D. Gass Brian Steck 2024 Meetings: 3 Key Oversight Responsibilities • Safety and sustainability policies, programs and practices • Corporate sustainability report • Identification and evaluation of legislative, regulatory, judicial and political trends relating to sustainability • Environmental, health and safety performance, including the development and integration of metrics into business plans • Monitor scientific and technological developments and evolving industry standards and their impact on the Company’s environmental, health and safety policies and procedures • Review environmental, health and safety incidents and regulatory compliance • Programs related to corporate culture, talent recruitment, development and retention |

  35. EXPAND ENERGY CORPORATION

    | | 30 Expand Energy 2025 Proxy Statement MARKETING AND COMMERCIAL Shameek Konar Chair Independent Members: Shameek Konar, Chair Sarah A. Emerson Catherine A. Kehr Brian Steck 2024 Meetings: 2 Established in October 2024 Key Oversight Responsibilities • Marketing, commercial and risk management strategies • Execution of marketing and commercial activities • Oversight of hedging and other risk management policies and activities • Identify and monitor key market fundamentals and development NOMINATING AND CORPORATE GOVERNANCE Matthew M. Gallagher Chair Independent Members: Matthew M. Gallagher, Chair Timothy S. Duncan John D. Gass S.P. “Chip” Johnson, IV 2024 Meetings: 3 Key Oversight Responsibilities • Director recruitment and evaluation • Evaluation, oversight and implementation of corporate governance principles, policies and procedures • Size and sufficiency of Board and committees • Board committee structure and membership • Annual Board self-assessment and evaluation • Shareholder engagement • Conflict of interest reviews • Political spending and lobbying • Charitable donations |

  36. EXPAND ENERGY CORPORATION

    | | Governance 31 Audit Committee Report The Audit Committee is directly responsible for the appointment, compensation, retention and over-sight of the work of the independent auditor for the purpose of preparing and issuing audit reports or performing other services for the Company. The independent auditor reports directly to the Audit Committee. Pursuant to its charter, the Audit Committee is also charged with the oversight of the: • Integrity of the Company’s financial statements • Company’s legal and regulatory compliance • Independent auditor’s qualifications and independence • Company’s internal audit function Management is responsible for preparing the Company’s financial statements in accordance with GAAP and for maintaining the Com-pany’s internal control over financial reporting and other control systems. The independent auditor is responsible for auditing the Company’s financial statements, assessing the Company’s internal control over financial reporting, and expressing an opinion with respect to each. In fulfilling its responsibilities, the Audit Committee met with management and PwC throughout the year and met with PwC at each quarterly meeting outside of the presence of management. The Audit Committee also reviewed and discussed with management the Company’s audited financial statements for the year ended December 31, 2024. The Committee discussed with PwC the matters required to be discussed pursuant to PCAOB standards and reviewed and discussed with PwC the auditor’s independence. As part of that review, PwC provided the Committee with the written disclosures concerning independence required by the PCAOB. Based on these reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC. Compensation Committee Report The Compensation Committee oversees Expand Energy’s executive and employee compensation programs. In 2024, the Compensation Committee, among other things: • Conducted in-depth reviews of the Company’s compensation programs • Determined individual officer LTIP awards with performance periods ending in 2024 • With input from our independent compensation consultant, set total compensation levels, including base salaries, AIP targets, and LTIP target and vehicles for all Section 16 officers • Determined the annual bonus pool for non-officer employees • Reviewed policies and programs, including the Company’s stock ownership guidelines The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement. Based on the review and discussion, the Committee recommended to the Board that the Compensation Dis-cussion and Analysis be included in this Proxy Statement. MEMBERS OF THE AUDIT COMMITTEE Catherine A. Kehr, Chair Benjamin C. Duster, IV Matthew M. Gallagher MEMBERS OF THE COMPENSATION COMMITTEE Brian Steck, Chair Timothy S. Duncan Benjamin C. Duster, IV S.P. “Chip” Johnson, IV |

  37. EXPAND ENERGY CORPORATION

    | | 32 Expand Energy 2025 Proxy Statement 2024 Director Compensation Our non-employee director compensation program features cash compensation and an annual grant of restricted stock units (RSUs). Each year, our Compensation Committee, with input from our independent compensation consultant, conducts a comprehensive review of our program. The assessment benchmarks our directors’ pay against the Compensation Peer Group and considers trends in director compensation and corporate governance best practices. For 2024, the primary compensation decisions regarding our non-employee director compensation program related to our formation of the Marketing and Commercial and Integration and Trans-formation Committees. Our 2024 program included the following: Cash Retainer. An annual cash retainer of $80,000, payable quarterly in arrears. Alternatively, directors may opt to receive RSUs in lieu of cash. For those electing RSUs, the awards were issued in June 2024 and vest ratably over 12 months. RSU Grant. An annual grant of RSUs valued at approximately $200,000 for each director, with an additional grant to our Chairman valued at approximately $150,000. Grants are made annually around the time of our annual meeting of shareholders. Directors may elect to defer any or all of their RSU awards. Committee Fees. The following Committee fees are payable in cash, subject to each director’s election to settle in RSUs. In connection with the Merger, the Board formed an Integration and Transformation Committee to oversee integration of the two busi-nesses. The Committee served from March through November of 2024 and Mr. Steck, who was the sole member of the Committee, was paid a monthly cash fee of $15,000 during that period. CHAIR MEMBER Audit $25,000 $10,000 Compensation $20,000 $5,000 Environmental and Social Governance $15,000 $5,000 Marketing and Commercial $25,000 $10,000 Nominating and Corporate Governance $15,000 $5,000 |

  38. EXPAND ENERGY CORPORATION

    | | Governance 33 Non-Employee Director Fees Earned or Paid in Cash ($)(a) Stock Awards ($)(b) All Other Compensation ($) Total ($) Timothy S. Duncan 80,000 216,978 – 296,978 Benjamin C. Duster, IV 110,000 197,285 – 307,285 Sarah A. Emerson 100,000 197,285 – 297,285 Matthew M. Gallagher 87,967 197,285 – 285,252 John D. Gass 22,500 – – 22,500 S.P. “Chip” Johnson, IV 22,500 – – 22,500 Catherine A. Kehr 27,500 – – 27,500 Shameek Konar 26,250 – – 26,250 Brian Steck 215,000 221,923 – 436,923 Michael A. Wichterich 80,000 345,204 – 425,204 (a) Reflects annual cash compensation discussed above. Mr. Steck’s fees include a $15,000 monthly fee for serving as chair of the ad hoc Integration and Transfor-mation Committee from March 2024 through November 2024, whichCommittee oversaw integration planning in anticipation of the closing of the Merger. These amounts do not reflect accrued dividend equivalents associated with RSUs. (b) Represents the aggregate grant date fair value of 2024 RSU awards determined pursuant to FASB ASC Topic 718. These awards were made to each non-em-ployee director on June 6, 2024 based on a 30-day VWAP of $89.55 and their valuation was based on the closing price of the Company’s common stock on June 6, 2024 of $88.31. Messrs. Duncan and Steck elected to receive their committee fees in RSUs for the period between the 2024 annual meeting and the 2025 annual meeting of shareholders, with the exception of Mr. Steck’s fees for serving as chair of the Integration and Transformation Committee. As of December 31, 2024, Mr. Duncan had 7,625 unvested awards, Mr. Duster and Ms. Emerson each had 13,797 unvested awards, Mr. Gallagher had 15,113 unvested awards, Mr. Gass had 22,865 unvested awards, Mr. Steck had 12,550 unvested awards and Mr. Wichterich had 52,163 unvested awards. Director Compensation Table |

  39. Prohibition of Hedging and Pledging Transactions

    | | Executive Compensation 55 Name and Principal Position Fiscal Year Salary ($) Bonus ($)(a) Stock Awards ($)(b) Non-Equity Incentive Plan Compensation ($)(c) All Other Compensation ($)(d) Total ($) Domenic J. (“Nick”) Dell’Osso, Jr. President and Chief Executive Officer 2024 910,000 – 6,269,809 1,763,125 31,616 8,974,550 2023 903,654 – 5,149,927 1,319,500 31,480 7,404,561 2022 800,000 – 6,434,727 970,000 23,213 8,227,940 Mohit Singh Executive Vice President and Chief Financial Officer 2024 557,981 – 2,732,970 868,000 30,893 4,189,844 2023 525,000 – 2,104,633 661,500 44,916 3,336,049 2022 525,000 – 2,806,674 509,250 291,706 4,132,630 Joshua J. Viets Executive Vice President and Chief Operating Officer 2024 581,538 – 3,090,151 906,750 30,272 4,608,711 2023 522,980 – 2,277,964 661,500 31,364 3,493,808 2022 421,966 500,000 3,930,541 475,300 234,644 5,562,451 Chris Lacy(e) Executive Vice President, General Counsel and Corporate Secretary 2024 131,923 500,000 1,079,067 607,600 119,520 2,438,110 Benjamin E. Russ(f) Former Executive Vice President, General Counsel and Corporate Secretary 2024 397,385 – 1,418,026 – 1,683,741 3,499,152 2023 418,846 – 1,109,374 423,360 33,835 1,985,415 2022 400,001 – 1,369,256 310,400 31,620 2,111,277 (a) Reflects amounts paid to Messrs. Viets and Lacy in 2022 and 2024, respectively, for retention and partial acknowledgment of compensation forfeited with prior employers. (b) The amounts for Messrs. Dell’Osso, Singh, Viets and Russ represent the aggregate grant date fair value of the stock awards granted, determined in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The value ultimately realized by the NEOs upon the actual vesting of the awards may be more or less than the grant date fair value. For RSUs, values are based on the closing price of the Company’s common stock on the grant date. For PSUs, the Company utilized the Monte Carlo simulation to determine the grant date fair market value. The grant date fair value of the PSUs was determined based on the PSUs awarded vesting at target, which is the performance the Company believed was probable on the grant date. The maximum opportunity of the 2024 PSUs for each NEO as of the grant date is as follows: Messrs. Dell’Osso $9,706,647, Singh $4,231,084, Viets $4,784,015 and Russ $2,195,336. The amount for Mr. Lacy represents the grant date fair value of the RSUs awarded to him in October 2024 as an inducement to join the Company. Both RSUs and PSUs accrue dividend equivalents that are paid out at the time the underlying awards vest. The assumptions used by the Company in calculating the amounts related to stock awards granted are incorporated by reference to Note 11 of the consolidated financial statements included in the Company’s 2024 Annual Report on Form 10-K. (c) The 2024 amounts in this column represent AIP awards earned with respect to the designated year and paid in the following year, as described under the caption “2024 Annual Incentive Program” beginning on page 41. (d) The table below provides additional information on the amounts reported in the All OtherCompensation column of the SummaryCompensation Table for 2024. (e) Mr. Lacy was appointed Executive Vice President, GeneralCounsel andCorporate Secretary on October 1, 2024, at the effective time of the Merger, and his com-pensation amounts reflect only the period from October 1, 2024 through December 31, 2024. Upon his appointment, the Compensation Committee approved a one-time inducement and retention award of cash and RSUs as described above. In addition, the Committee approved Mr. Lacy’s eligibility to participate in the Company’s 2024 AIP, with AIP amounts payable in March 2025. (f) Mr. Russ’ employment with the Company ended on November 1, 2024, in connection with the Merger. Summary Compensation Table for 2024 |

  40. Prohibition of Hedging and Pledging Transactions

    | | 58 Expand Energy 2025 Proxy Statement Option Exercises and Stock Vested Table for 2024 Stock Awards Name Number of Shares or Units Acquired on Vesting (#) Value Realized on Vesting ($) Domenic J. (“Nick”) Dell’Osso, Jr. 106,578(a) 9,536,489 (a) Mohit Singh 11,301(b) 899,478 (b) Joshua J. Viets 10,250(c) 847,799 (c) Chris Lacy – – Benjamin E. Russ 44,041 (d) 3,731,217 (d) (a) Represents the number of shares acquired upon vesting of RSUs and PSUs with performance periods ending December 29, 2023 and September 30, 2024. The value of the shares as of the dates of vesting were based on the closing prices of our common stock of $83.47, $90.49, and $87.39 per share. For details regarding PSUs, see 2021 – 2024 PSUs on page 48. (b) Represents the number of shares acquired upon vesting of RSUs. The value ofthe shares as ofthe dates of vesting were based on the closing prices of our common stock of $76.94 and $83.47 per share. (c) Represents the number of shares acquired upon vesting of RSUs. The value ofthe shares as ofthe dates of vesting were based on the closing prices of our common stock of $82.05 and $83.47 per share. (d) Represents the number of shares acquired upon vesting of RSUs and PSUs with performance periods ending December 29, 2023 and November 1, 2024. Upon separation from the Company, Mr. Russ received 13,709 shares due to the accelerated vesting of his outstanding RSUs and relative TSR PSUs pursuant to his participation in the Executive Severance Plan. The value of the shares as of the dates of vesting were based on the closing prices of our common stock of $83.47, $89.51, $85.14, and $83.66 per share. For details regarding PSUs, see Certification of Performance and Vesting of 2021 PSUs on page 48. Non-Qualified Deferred Compensation Table Mr. Lacy was a participant in a Non‑Qualified Retirement Plan in connection with his service at Southwestern. This plan allows par-ticipants to defer income and receive matching contributions on the same terms as our 401(k) plan, subject to the same overall cap. Participants may also defer all or part of their annual incentive payments until their separation from the Company. This unfunded plan treats participants as general creditors. The value of all deferred amounts fluctuates based on the performance of participants’ selected investments and participants do not accrue above-market or preferential earnings. Distributions after a par-ticipant’s employment ends are paid from our general funds rather than a dedicated investment portfolio. The following table reflects contributions, earnings, and withdrawals or distributions from October 1, 2024 (the date we adopted the plan pursuant to the Merger), through December 31, 2024, along with the year-end balance. Other than Mr. Lacy, none of our NEOs participate in this plan. Name Executive Contributions in Last Fiscal Year ($) Registrant Contributions in Last Fiscal Year ($) Aggregate Earnings in Last Fiscal Year ($)(a) Aggregate Withdrawals/ Distributions ($) Aggregate Balance at Last Fiscal Year-End ($) Chris Lacy – – (803) – 120,054 (a) Earnings/(losses) from appreciation/depreciation in market value, dividends and interest from investments selected by each of our NEOs. |

  41. Prohibition of Hedging and Pledging Transactions

    | | Executive Compensation 61 Potential Payments upon Termination or Change in Control Table Termination without Cause/ Good Reason Termination ($)(a) Change in Control ($)(b) Death of Executive ($)(c) Domenic J. (“Nick”) Dell’Osso, Jr. Cash Severance 4,095,000 6,142,500 – PSU Awards – 11,339,830 17,398,229 RSU Awards – 3,326,861 3,326,861 Accrued Paid Time Off 116,813 116,813 116,813 COBRA 18,201 27,302 – TOTAL 4,230,014 20,953,306 20,841,903 Mohit Singh Cash Severance 1,120,000 2,240,000 – PSU Awards – 4,938,246 7,449,932 RSU Awards – 2,756,141 2,756,141 Accrued Paid Time Off 107,692 107,692 107,692 COBRA 18,201 27,302 – TOTAL 1,245,893 10,069,381 10,313,765 Joshua J. Viets Cash Severance 1,170,000 2,340,000 – PSU Awards – 5,160,455 7,906,667 RSU Awards – 2,098,315 2,098,315 Accrued Paid Time Off 29,813 29,813 29,813 COBRA 18,201 27,302 – TOTAL 1,218,014 9,655,885 10,034,795 Chris Lacy Cash Severance 1,202,500 2,405,000 – PSU Awards – – – RSU Awards – 4,814,736 4,814,736 Accrued Paid Time Off 47,115 47,115 47,115 COBRA 18,201 54,603 – TOTAL 1,267,816 7,321,454 4,861,851 Benjamin E. Russ(d) Cash Severance – 1,587,600 – PSU Awards – 2,486,097 – RSU Awards – 616,323 – Accrued Paid Time Off – 39,211 – COBRA – 29,550 – TOTAL – 4,758,781 – (a) The amounts in this column reflect: (i) two times the sum of base salary and target annual bonus (one times for Messrs. Singh, Viets and Lacy); (ii) any accrued but unused paid time off; and (iii) COBRA lump sum for 12-month period. These amounts assume hypothetical termination as of December 31, 2024 prior to giving effect to certain letter agreements entered into in connection with the Merger, as more fully described above. (b) Assumes a change in control followed by termination of the executive without cause or for good reason occurs within the NEO’s applicable protection period following a change in control, as set forth in the letter agreements described above. For Mr. Dell’Osso, this column includes 3 times the sum of base salary and target annual bonus, accelerated vesting of unvested equity awards, any accrued but unused paid time off and COBRA lump sum for an 18-month period. For Messrs. Singh, Viets and Russ, this column includes 2 times the sum of base salary and target annual bonus, accelerated vesting of unvested equity awards, any accrued but unused paid time off and COBRA lump sum for an 18-month period. For Mr. Lacy, this column includes 2 times the sum of base salary and target annual bonus, accelerated vesting of unvested equity awards, any accrued but unused paid time off and COBRA lump sum for a 36-month period. (c) Includes: (i) accelerated vesting of unvested equity awards at target and (ii) accrued but unused paid time off. (d) Mr. Russ was terminated on November 1, 2024 following completion of the Merger. Amounts reflected in this table include amounts actually paid or accrued in connection with his termination. |

  42. CEO Pay Ratio

    CEO Pay Ratio In accordance with SEC rules, we are providing the following comparison of our CEO’s total compensation to the total compensation of our median employee. Our median employee was determined by reviewing base salary, estimated hours (including overtime), performance bonuses, equity grant values, and 401(k) contributions for all full- and part-time employees on our payroll. In 2024, our CEO’s total compensation was $8,974,550 while our median employee’s was $154,646 — yielding a ratio of approximately 58-to-1. This pay ratio represents our best estimate and was calculated in accordance with SEC rules which provide for significant flexibility in the way companies identify the median employee. It is intended to provide insight into our compensation practices, not to facilitate comparison with pay ratios of other companies. Importantly, neither the Compensation Committee nor management used this ratio in making compensation decisions.

  43. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing disclosure regarding the rela- tionship between executive compensation actually paid (CAP) and the financial performance of our Company. For each year, CAP is the corresponding total compensation reported in the Summary Compensation Table, adjusted for changes in equity awards. Because our executive program is heavily weighted toward equity, CAP is largely driven by share price performance. This disclosure does not necessarily reflect the realized value of executive compensation or how our Compensation Committee makes decisions. CAP has been calculated for our Principal Executive Officers and Other NEOs for the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024. For further details, please see our Compensation Committee Philosophy on page 39.

  44. Compensation Actually Paid

    Compensation Actually Paid

  45. Compensation Actually Paid

    | Summary Compensation Table Total | +/- | Equity Award Adjustments |

  46. Pay Versus Performance Table

    Pay Versus Performance Table

  47. Pay Versus Performance Table

    | | | | | | | | | | Value of initial fixed $100 investment based on: | | | | | Fiscal Year | Summary Compensation Table Total for PEO-1 ($)(a) | Summary Compensation Table Total for PEO-2 ($)(a) | Summary Compensation Table Total for PEO-3 ($)(a) | Compensation Actually Paid to PEO-1 ($)(b) | Compensation Actually Paid to PEO-2 ($)(b) | Compensation Actually Paid to PEO-3 ($)(b) | Average Summary Compensation Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs ($)(b) | Total Shareholder Return ($)(c) | Peer Group Total Shareholder Return ($)(c)(d) | Net Income (in mm) ($)(e) | Free Cash Flow (in mm) ($)(f) | | 2024 | 8,974,550 | – | – | 15,216,744 | – | – | 3,683,954 | 5,257,339 | 269 | 196 | (714) | 8 | | 2023 | 7,404,561 | – | – | 2,254,556 | – | – | 2,938,424 | 1,353,086 | 202 | 198 | 2,419 | 551 | | 2022 | 8,227,940 | – | – | 15,943,728 | – | – | 3,756,403 | 5,873,256 | 237 | 191 | 4,936 | 2,302 | | 2021 | 7,688,937 | 2,204,135 | 7,108,735 | 7,949,767 | 2,745,943 | 7,108,735 | 2,190,177 | 2,314,423 | 146 | 131 | 6,328 | 1,053 | | 2020 | – | – | 10,620,155 | – | – | 6,784,742 | 3,473,533 | 2,386,570 | – | – | (9,750) | 22 |

  48. Pay Versus Performance Table

    | (a) Amounts shown as reported in the Summary Compensation Table for Domenic (“Nick”) Dell’Osso, Jr. (PEO-1), Michael A. Wichterich (PEO-2) and Robert D. (“Doug”) Lawler (PEO-3). Mr. Dell’Osso was promoted from Executive Vice President and Chief Financial Officer in October 2021. The largest portion of his compensation in 2021 was earned as our Executive Vice President and Chief Financial Officer; however, because he served as our principal executive officer during a portion of that year, we have included his compensation separately for that year. During 2020, Mr. Dell’Osso’s compensation is part of the average compensation of the Other NEOs. | | (b) Amounts shown represent compensation actually paid (CAP) and include adjustments for the changes in the fair values of PSU and RSU awards reported in the Summary Compensation Table (SCT) for Messrs. Dell’Osso (PEO-1), Wichterich (PEO-2) and Lawler (PEO-3) and for the average of the Other NEOs Messrs. Singh, Viets, Lacy and Russ for 2024, Messrs. Singh, Viets and Russ for 2023, Messrs. Singh, Viets, Russ and Wichterich for 2022, Messrs. Singh, Russ, Frank J. Patterson and James R. Webb for 2021, and Messrs. Dell’Osso, Patterson, Webb and William M. Buergler for 2020. To calculate the CAP, the following amounts were deducted and added to the SCT Total: |

  49. Pay Versus Performance Table

    | | 2024 | | 2023 | | 2022 | | 2021 | | | | 2020 | | | Reconciliation of Compensation Actually Paid | PEO-1 ($) | Average for Other NEOs ($) | PEO-1 ($) | Average for Other NEOs ($) | PEO-1 ($) | Average for Other NEOs ($) | PEO-1 ($) | PEO-2 ($) | PEO-3 ($) | Average for Other NEOs ($) | PEO-3 ($) | Average for Other NEOs ($) | | Summary Compensation Table Total | 8,974,550 | 3,683,954 | 7,404,561 | 2,938,424 | 8,227,940 | 3,756,403 | 7,688,937 | 2,204,135 | 7,108,735 | 2,190,177 | 10,620,155 | 3,473,533 | | Reported Value of Equity Awards | (6,269,809) | (2,080,054) | (5,149,927) | (1,830,657) | (6,434,727) | (2,664,967) | (5,699,725) | (1,389,459) | – | (746,831) | (300,000) | (300,000) | | Adjustments | | | | | | | | | | | | | | Year End Fair Value of Awards Granted in Current Year | 7,597,004 | 2,411,005 | 3,765,177 | 1,338,419 | 8,745,322 | 3,627,297 | 5,930,840 | 1,904,208 | – | 866,853 | – | – | | Change in Fair Value of Awards Granted in Prior Years | 3,111,802 | 1,020,737 | (4,150,649) | (1,205,564) | 4,092,607 | 741,003 | – | – | – | – | – | – | | Change in Fair Value of Awards Granted in Prior Years that Vested in Current Year | 1,346,158 | 90,274 | (207,740) | (78,623) | 181,605 | 14,857 | – | – | – | – | (408,333) | (155,474) | | Prior Year End Fair Value of Awards that were Forfeited in the Current Year | – | – | – | – | – | – | – | – | – | – | (3,127,080) | (631,489) | | Value of Dividends Paid on Awards | 457,039 | 131,423 | 593,134 | 191,087 | 1,130,981 | 398,663 | 29,715 | 27,059 | – | 4,224 | – | – | | Total Equity Award Adjustments | 12,512,003 | 3,653,439 | (78) | 245,319 | 14,150,515 | 4,781,820 | 5,960,555 | 1,931,267 | – | 871,077 | (3,535,413) | (786,963) | | Compensation Actually Paid | 15,216,744 | 5,257,339 | 2,254,556 | 1,353,086 | 15,943,728 | 5,873,256 | 7,949,767 | 2,745,943 | 7,108,735 | 2,314,423 | 6,784,742 | 2,386,570 |

  50. Pay Versus Performance Table

    | (c) Total Shareholder Return, in accordance with Item 201(e) of Regulation S-K, is calculated based on the value of an initial $100 fixed investment and assumes the rein- vestment of any issued dividends. TSR is cumulative for the measurement periods beginning on February 10, 2021 (our date of emergence) and ending on December 31 of each of 2024, 2023, 2022 and 2021. | | (d) The peer group for purposes of this table is the S&P Oil & Gas Exploration & Production Select Industry Index which is the same index referenced in the common stock Performance Graph within our Annual Report for the year ended December 31, 2024. Peer Group Total Shareholder Return is calculated on a market capitalization weighted basis according to stock market capitalization at the beginning of each period for which a return is indicated. | | (e) Represents the amount of net income (loss) previously disclosed in the Company’s audited GAAP financial statements for each year. We emerged from bankruptcy on February 10, 2021. Net income for the fiscal year ended December 31, 2021 represents the sum of net income derived from the period from January 1, 2021 through February 9, 2021 and net income derived from the period from February 10, 2021 through December 31, 2021. | | (f) Free Cash Flow is a non-GAAP measure and is defined as net cash provided by (used in) operating activities (GAAP) less cash capital expenditures. See Appendix — Reconciliation of Non-GAAP Financial Measures, beginning on page 71. |

  51. Pay Versus Performance Table

    | Executive Compensation | | 63 |

  52. RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND TSR

    RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND TSR The following graph shows the relationship between CAP and cumulative TSR for our PEOs and Other NEOs over the previous 5 years:

  53. Compensation Actually Paid vs. TSR

    Compensation Actually Paid vs. TSR

  54. RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND NET INCOME

    RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND NET INCOME The following graph shows the relationship between CAP and Net Income for our PEOs and Other NEOs over the previous 5 years:

  55. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  56. RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FREE CASH FLOW

    RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FREE CASH FLOW As shown in the Pay Versus Performance Table above, we selected Free Cash Flow as the measure to link CAP to Company performance. In the following graph, we show the relationship between CAP and our Free Cash Flow for our PEOs and Other NEOs over the previous 5 years:

  57. Compensation Actually Paid vs. Free Cash Flow

    Compensation Actually Paid vs. Free Cash Flow

  58. Compensation Actually Paid vs. Free Cash Flow

    | Executive Compensation | | 65 |

  59. Compensation Actually Paid vs. Free Cash Flow

    | | 66 Expand Energy 2025 Proxy Statement PwC Will Attend the Annual Meeting PwC representatives are expected to attend the Annual Meeting. They will have an opportunity to make a statement if they wish and be available to respond to appropriate questions from shareholders. Why We Are Asking for Your Vote The Board is requesting shareholder ratification of PwC as our independent auditor as a matter of good corporate governance. Although ratification is not required by our Bylaws or otherwise, if the selection is not ratified, the Audit Committee may consider whether to retain PwC or select another independent auditor. PwC and its predecessors have served as our independent auditor since 1992. Your Board recommends a vote FOR approval of Proposal 3. Proposal 3: Ratification of PwC as Independent Auditor for 2025 We are asking our shareholders to ratify the selection of PricewaterhouseCoopers LLP (PwC) as the independent auditor of our consol-idated financial statements and our internal control over financial reporting for 2025. EXPERIENCE AND EFFICIENCY Higher audit quality PwC has profound knowledge of our operations and businesses, accounting policies and practices, and internal control over financial reporting. 30+ years of experience with the Company Efficient fee structure PwC’s aggregate fees are competitive with peer companies, in part due to PwC’s familiarity with our business. INDEPENDENCE CONTROLS Thorough Audit Committee oversight The Committee’s oversight includes private meetings with PwC, a comprehensive annual evaluation, and a committee-directed process for selecting the lead partner. 8x+ meetings in 2024 between Committee Chair and PwC 8x+ Committee meetings in 2024, including private sessions with PwC Rigorous limits on non-audit services The Company requires Audit Committee pre-approval of non-audit services, prohibits certain types of non-audit services, and requires that PwC be engaged only when it is best suited for the job. Strong internal PwC independence process PwC conducts periodic internal quality reviews of its audit work, staffs the Company’s audit with a large number of partners and rotates lead partners every 5 years. |

  60. Compensation Actually Paid vs. Free Cash Flow

    | | Audit Matters 67 Engagement of Independent Auditor The Audit Committee, which is responsible for overseeing our independent registered public accounting firm, annually reviews PwC’s independence and performance in deciding whether to retain PwC or a different independent auditor. In conducting its reviews the Committee considers, among other things: Based on this evaluation, the Audit Committee believes that PwC is independent and that it is in the best interests of the Company and our shareholders to retain PwC as our independent auditor for 2025. • PwC’s historical performance • PwC’s capabilities and expertise • PCAOB reports and external performance data • Legal and regulatory risk analysis • Appropriateness of fees • Benefits and risks associated with PwC’s tenure 2024 2023 Audit fees(a) $6,070,000 $3,500,000 Audit-related fees(b) – 540,000 Tax fees(c) 530,000 1,122,000 All other fees(d) 2,000 117,000 TOTAL $6,602,000 $5,279,000 (a) Fees were for audits and interim reviews, as well as the preparation of comfort letters and consents, and assistance with and review of documents filed with the SEC. (b) Fees were related to assurance and related services for subsidiary audits and a system pre-implementation assessment in 2023. (c) Fees were related to professional services rendered for tax compliance and tax consulting services. (d) Fees were related to services rendered for software licenses in 2023 and 2024 and a climate reporting readiness assessment in 2023. PwC’s Fees and Services How We Control and Monitor Non-Audit Services Provided by PwC The Audit Committee retained PwC (along with other accounting firms) to provide certain non-audit services in 2024. In support of PwC's objectivity and independence, we have established certain policies and processes restricting the non-audit services PwC can provide. The Audit Committee pre-approves the use of PwC for specific types of services and sets a specific annual limit on the amount of non-audit services that the Company can obtain from PwC. The Committee also requires management to obtain pre-approval for any engagement over $1 million or for types of services not previously approved. We Restrict Hiring of PwC Employees To avoid potential conflicts of interest, the Audit Committee restricts hiring of any PwC partner or other professional responsible for providing assurance on any aspect of PwC’s review or audit of our financial statements. Rotation of Key Audit Partners and Audit Firms Audit Committee oversees selection of new lead audit engagement partner every 5 years. The Audit Committee requires key PwC partners assigned to our audit to be rotated at least every 5 years. The Committee oversees the selection process for each new lead partner and provides input on Company’s priorities, considers candidate qualifications and interviews potential candidates. Consideration of audit firm rotation. To help ensure continuing auditor independence, the Committee also periodically considers whether there should be a regular rotation of the independent auditor. |

  61. Compensation Actually Paid vs. Free Cash Flow

    | | 68 Expand Energy 2025 Proxy Statement Securities Ownership of Officers and Directors The following table includes the number of shares of our stock beneficially owned by each of our directors, director nominees and NEOs, as well as by all of our directors, director nominees and NEOs as a group. Unless otherwise indicated, the information is given as of April 7, 2025, and, to the best of Expand Energy’s knowledge, the named individuals have sole or shared voting and/or investment power with respect to such shares. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10% of our common stock to file reports of ownership and subsequent changes with the SEC. Based solely upon a review of filings with the SEC for the year ended December 31, 2024 and written representations of our officers and directors we believe that all Section 16(a) reports were filed on a timely basis. Share Ownership For information on our stock ownership guidelines for directors and officers, please see our “Stock Ownership Guidelines” discussion beginning on page 53. COMMON STOCK Beneficial Owner Number of Shares Share Equivalents(a) Total Percent of Outstanding NEOS Domenic J. (“Nick”) Dell’Osso, Jr. 124,864 – 124,864 * Mohit Singh 44,114 – 44,414 * Joshua J. Viets 41,897 – 41,897 * Chris Lacy 19,816 – 19,816 * Benjamin E. Russ 19,384 – 19,384 * DIRECTORS Timothy S. Duncan 7,156 7,625 14,781 * Benjamin C. Duster, IV – 13,797 13,797 * Sarah A. Emerson – 13,797 13,797 * Matthew M. Gallagher – 15,113 15,113 * John D. Gass 9,433 22,865 32,298 * S. P. “Chip” Johnson, IV 15,760 – 15,760 * Catherine A. Kehr 5,200 – 5,200 * Shameek Konar 5,907 – 5,907 * Brian Steck 2,842 12,550 15,392 * Michael A. Wichterich 40,671 20,814 61,485 * (a) Includes RSU awards that: (i) are scheduled to vest within 60 days of April 7, 2025; or (ii) for directors, have vested, but have been contributed to a deferred compensation plan at the election of the director. * Less than 1% |

  62. Compensation Actually Paid vs. Free Cash Flow

    | | Share Ownership 69 Holdings of Major Shareholders The following table contains information regarding the persons we know to be the beneficial owners of more than 5% of our issued and outstanding common stock as of the reporting dates specified below. COMMON STOCK Beneficial Owner Number of Shares Percent of Class Vanguard Group Inc. 100 Vanguard Boulevard, Malvern, PA 19355 26,702,490(a) 11.22%(d) BlackRock, Inc. 50 Hudson Yards, New York, NY 10001 17,593,303(b) 7.39%(d) T. Rowe Price Investment Management, Inc. 101 E. Pratt Street, Baltimore, MD 21201 14,137,954(c) 5.94%(d) (a) This information is as of March 31, 2025, as reported in a Schedule 13G filed on April 7, 2025 by Vanguard Group Inc. The Schedule 13G reports aggregate beneficial ownership of 26,702,490 shares, including: (i) shared power to vote or to direct the vote of 248,626 shares; (ii) sole power to dispose or direct the disposition of 25,690,604 shares; and (iii) shared power to dispose or direct disposition of 1,011,886 shares. (b) This information is as of March 31, 2025, as reported in a Schedule 13G filed on April 17, 2025 by BlackRock, Inc. The Schedule 13G reports aggregate beneficial ownership of 17,593,303 shares, including: (i) sole power to vote or to direct the vote of 16,515,231 shares; and (ii) sole power to dispose or direct the disposi-tion of 17,593,303 shares. (c) This information is as of December 31, 2024, as reported in a Schedule 13G filed on February 14, 2025 by T. Rowe Price Associates Inc. The Schedule 13G reports aggregate beneficial ownership of 14,141,807 shares, including: (i) sole power to vote or to direct the vote of 13,928,474 shares; and (ii) sole power to dispose or direct the disposition of 14,141,807 shares. (d) Percent of Class calculated based on the number of Company shares outstanding as of April 7, 2025. Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)($) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by security holders(1) 1,485,857(2)(3) – 4,225,981(4) Equity compensation plans not approved by security holders – – – TOTAL 1,485,857 – 4,225,981 (1) The Company obtained approval at the 2024 Annual Meeting of Shareholders to extend the expiration of the 2021 LTIP to June 6, 2034. (2) Includes 1,294,925 shares issuable upon vesting of RSUs and PSUs outstanding as ofDecember 31, 2024, assuming each unvested PSUvests at the 100% target level. The Company has not issued any stock options. (3) Includes 62,617 and 128,315 issuable upon vesting of RSUs outstanding as of December 31, 2024 under Southwestern's 2013 and 2022 Incentive Plans, respec-tively. These awards were assumed by the Company in connection with the Merger. (4) Consists of shares that remained available for issuance under the 2021 LTIP as of December 31, 2024. The 2021 LTIP prohibits the reuse of shares withheld or delivered to satisfy tax withholding requirements. Equity Compensation Plans Our 2021 Long Term Incentive Plan authorizes the issuance of up to 6,880,000 shares of the Company’s common stock, including 80,000 shares assumed in the Company’s 2021 acquisition of Vine Energy Inc. The following table contains information, as of December 31, 2024, about our equity securities that may be issued under equity compensation plans: |

  63. Compensation Actually Paid vs. Free Cash Flow

    | | 70 Expand Energy 2025 Proxy Statement Shareholder Matters Submitting Proposals for the 2026 Annual Meeting The following table describes the requirements for shareholders who wish to submit proposals or director nominations for next year’s annual meeting. We encourage shareholders to consult SEC Rule 14a-8 or our Bylaws, as applicable, to see all applicable requirements. Proposals for inclusion in 2026 proxy Director nominees for inclusion in 2026 proxy (proxy access) Other proposals/nominees to be presented at 2026 meeting(b) Shareholder proposals: To be included in our Proxy Statement shareholder proposals must satisfy the requirements of SEC Rule 14a-8 A shareholder (or a group of shareholders) owning at least 3% of Expand Energy stock for at least 3 years may submit director nominees (up to 25% of the Board) for inclusion in our Proxy Statement by satisfying the requirements specified in Section 1.11(f) of our Bylaws(a) Shareholders may present proposals or shareholder nominations directly at the annual meeting (and not for inclusion in our Proxy Statement) by satisfying the requirements specified in Section 1.11(b) of our Bylaws(a) Deadline – When proposal must be received by Expand Energy: No later than close of business on December 26, 2025 Between the close of business on February 5, 2026 and the close of business on March 7, 2026 What to include: The information required by SEC Rule 14a-8 The information required by our Bylaws(a) Send to: By mail: Chris Lacy, Executive Vice President, General Counsel and Corporate Secretary, Expand Energy Corporation, P.O. Box 18496, Oklahoma City, Oklahoma 73154 By email: shareholder.proposals@expandenergy.com (a) Our Bylaws are available at www.sec.gov/Archives/edgar/data/895126/000110465924104976/tm2425151d1_ex3-2.htm. (b) In addition to satisfying the requirements set forth in our Bylaws, in order to comply with the universal proxy rules, shareholders who wish to solicit proxies in sup-port of director nominees other than the Company’s nominees must provide notice containing the information required by Rule 14a-19 under the Exchange Act. The Chairman of the meeting may disregard any director nomination or refuse to allow consideration of a shareholder proposal if not made in compliance with our Bylaws or applicable SEC rules. Stakeholder Engagement and Corporate Responsibility Expand Energy is on a mission to deliver affordable, reliable, and lower carbon energy to markets in need. In doing so, we are dedicated to remaining a trusted and engaged partner in the communities where we live and work, empowered by our commitment to continu-ous improvement, innovation, integrity, and environmental stewardship in our operations. Through active community engagement and transparent dialogue with our shareholders regarding our operations, we strive to create sustainable value for all of our stakeholders. |

  64. Compensation Actually Paid vs. Free Cash Flow

    | | Appendix 71 Forward-Looking Statements This Proxy Statement 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 certain projections, expectations or forecasts of future events, including matters relating to our merger with Southwestern Energy Company, capital returns framework, strategy, ability to pay cash dividends and performance goals. Forward-looking and other statements in this presentation regarding our environmental, social and other sustainability plans and goals are not an indication that these statements are material to investors or required to be disclosed in SEC filings. Forward-looking statements often address our expected future business, financial performance and financial condition, and often contain words such as “aim,” “predict,” “should,” “expect,” “could,” “may,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “estimate,” “forecast,” “target,” “guidance,” “outlook,” “opportunity” or “strategy.” The absence of such words or expressions does not necessar-ily mean the statements are not forward-looking. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. Factors that could cause actual results to differ materially from expected results are described under Risk Factors and other sections of our most recent Annual Report on Form 10-K and in other filings with the SEC. APPENDIX — Reconciliation of Non-GAAP Financial Measures We report our financial results in accordance with accounting principles generally accepted in the United States of America (GAAP). However, management believes certain non-GAAP performance measures may provide financial statement users with additional meaningful compari-sons between current results, the results of its peers and of prior periods. These non-GAAP financial measures include Adjusted EBITDAX and Free Cash Flow. A reconciliation of each financial measure to its most directly comparable GAAP financial measure is included in the tables on the following pages. Management believes these adjusted financial measures are a meaningful adjunct to earnings and cash flows calculated in accordance with GAAP because (a) management uses these financial measures to evaluate the Company’s trends and performance, (b) these financial measures are comparable to estimates provided by securities analysts, and (c) items excluded generally are one-time items or items whose timing or amount cannot be reasonably estimated. Accordingly, any guidance provided by the Company generally excludes infor-mation regarding these types of items. Expand Energy’s definitions of each non-GAAP measure presented herein are provided below. Because not all companies or securities analysts use identical calculations, Expand Energy’s non-GAAP measures may not be comparable to similarly titled measures of other companies or securities analysts. Adjusted EBITDAX Adjusted EBITDAX is defined as net income (loss) before interest expense, income tax expense (benefit), depreciation, depletion and amortization expense, exploration expense, unrealized (gains) losses on natural gas and oil derivatives, (gains) losses on sales of assets, and certain items management believes affect the comparability of operating results. Adjusted EBITDAX is presented as it provides investors an indication of the Company’s ability to internally fund exploration and development activities and service or incur debt. Adjusted EBITDAX should not be considered an alternative to, or more meaningful than, net income (loss) as presented in accordance with GAAP. |

  65. Compensation Actually Paid vs. Free Cash Flow

    | | 72 Expand Energy 2025 Proxy Statement Free Cash Flow Free Cash Flow is defined as net cash provided by (used in) operating activities less cash capital expenditures. Free Cash Flow is a liquidity measure that provides investors additional information regarding the Company’s ability to service or incur debt and return cash to shareholders. Free Cash Flow should not be considered an alternative to, or more meaningful than, net cash provided by (used in) operating activities, or any other measure of liquidity presented in accordance with GAAP. Reconciliation of Net Loss to Adjusted EBITDAX (Unaudited) ($ in millions) Three Months Ended December 31, 2024 Net loss (GAAP) $(399) Adjustments: Interest expense 64 Income tax benefit (22) Depreciation, depletion and amortization 647 Exploration 3 Unrealized losses on natural gas and oil derivatives 490 Gains on sales of assets (2) Other operating expense, net(a) 267 Gains on purchases, exchanges or extinguishments of debt (1) Contract amortization (57) Other (26) Adjusted EBITDAX (non-GAAP) $964 (a) The three-month period ended December 31, 2024 includes an adjustment for costs incurred related to the Merger. Reconciliation of Net Cash Provided by (Used in) Operating Activities to Free Cash Flow (Unaudited) Successor Predecessor ($ in millions) Year Ended December 31, 2024 Year Ended December 31, 2023 Year Ended December 31, 2022 Period from February 10, 2021 through December 31, 2021 Period from January 1, 2021 through February 9, 2021 Year Ended December 31, 2020 Net cash provided by (used in) operating activities (GAAP) $1,565 $2,380 $4,125 $1,809 $(21) $1,164 Cash capital expenditures (1,557) (1,829) (1,823) (669) (66) (1,142) Free cash flow (non-GAAP) $8 $551 $2,302 $1,140 $(87) $22 |

  66. Compensation Actually Paid vs. Free Cash Flow

    | | Expand Energy Corporation (Nasdaq: EXE) is the largest natural gas producer in the United States, powered by dedicated and innovative employees focused on disrupting the industry’s traditional cost and market delivery model. We are committed to expanding America's energy reach and creating a more affordable, reliable and lower carbon future for energy consumers. Our mission fuels everything we do, driving us to create sustainable value for our stakeholders. By leveraging our scale, financial strength and operational execution, we are expanding with purpose. SUSTAINABILITY REPORT We believe in a future where responsible energy production supports global climate ambitions and meets the needs of worldwide energy demand. With our diverse natural gas portfolio, we’re answering the call for affordable, reliable, lower carbon energy. We discuss these topics and more in our annual sustainability and climate reports and encourage your accountability as we report on our sustainability performance and progress. expandenergy.com/sustainability NEWS & STORIES From regional newsletters and press releases to sustainability-related write-ups, our News & Stories website section is a hub for company communications. In addition to business news, we provide updates on the employees, initiatives and programs that support the Company’s success. expandenergy.com/news-stories COMMUNICATE WITH THE COMPANY Board of Directors 866-291-3401 (Director Access Line) TalktoBoD@expandenergy.com Compliance and Ethics 866-291-3401 (Anonymous Helpline) expandethics.com Investor Relations 405-935-8870 ir@expandenergy.com Owner Relations 877-245-1427 contact@expandenergy.com 2024 ANNUAL REPORT expandenergy.com/investors/ company-reports/annual-reports/ 2025 ANNUAL MEETING WEBSITE AND 2025 ONLINE PROXY STATEMENT investors.expandenergy.com/events-presentations/ annual-meeting-proxy |

  67. Compensation Actually Paid vs. Free Cash Flow

    | | 6100 NORTH WESTERN AVENUE OKLAHOMA CITY, OK 73118 EXPANDENERGY.COM |

  68. Compensation Actually Paid vs. Free Cash Flow

    | | Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 10:59 P.M. Central Time on June 4, 2025. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/EXE2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 10:59 P.M. Central Time on June 4, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Expand Energy Corporation, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Expand Energy Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. You may also sign up for electronic delivery by visiting www.icsdelivery.com/exe. 6100 NORTH WESTERN AVENUE OKLAHOMA CITY, OK 73118 V61435-P24633 For Against Abstain For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. 4. In its discretion, upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. EXPAND ENERGY CORPORATION The Board of Directors recommends a vote FOR the election of all director nominees. Company Proposals - The Board of Directors recommends a vote FOR Proposals 2 and 3. Other Matters 1. Election of Directors 2. To approve on an advisory basis our named executive officer compensation for 2024. IMPORTANT: Please date this proxy and sign exactly as your name appears above. If stock is held jointly, the signature should include both names. Executors, administrators, trustees, guardians and others signing in a representative capacity, please give your full title. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. 1a. Domenic J. Dell’Osso, Jr. 1b. Timothy S. Duncan 1c. Benjamin C. Duster, IV 1d. Sarah A. Emerson 1e. Matthew M. Gallagher 1f. John D. Gass 1g. S.P. “Chip” Johnson IV 1h. Catherine A. Kehr 1i. Shameek Konar 1j. Brian Steck 1k. Michael A. Wichterich SCAN TO VIEW MATERIALS & VOTEw |

  69. Compensation Actually Paid vs. Free Cash Flow

    | | V61436-P24633 Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. PLEASE SIGN AND DATE ON THE REVERSE SIDE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE. PROXY EXPAND ENERGY CORPORATION Annual Meeting of Shareholders THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS June 5, 2025 10:00 A.M. Central Time The undersigned hereby appoints Michael A. Wichterich, Domenic J. Dell’Osso, Jr. and Chris Lacy, or any of them, as proxies with full power of substitution, to represent and vote all shares of Common Stock of Expand Energy Corporation (the “Company”) that the undersigned would be entitled to vote, if personally present, at the Company’s Annual Meeting of Shareholders to be held on Thursday, June 5, 2025, at 10:00 a.m., Central Time, and at any adjournment or postponement thereof, as stated on the reverse side, and upon such other matters as may properly come before the meeting, hereby revoking any proxy heretofore given. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS, FOR PROPOSAL 2, FOR PROPOSAL 3, AND IN THE DISCRETION OF THE PROXY HOLDERS UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. |