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Energy · Oil & Gas Production · Nasdaq

EXEExpand Energy

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The 10-K against last year's

110 changes: 25 added, 27 removed, 56 reworded, 2 quiet changes

10-K Feb 18, 2026 vs Feb 26, 2025
Risk FactorsRedline ↓
25.4%
of the text changed · 16,338 words now
27.9%
of the text changed · 5,856 words now
Legal ProceedingsRedline ↓
8.2%
of the text changed · 443 words now
Accounting PoliciesRedline ↓
5.9%
of the text changed · 4,319 words now

10-K 0000895126-26-000011 (2026-02-18) vs 10-K 0000895126-25-000021 (2025-02-26)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 439 words changed in this paragraph; it is 55% similar to last year's version.
Climate Change and Regulation of Methane and Other Greenhouse Gas Emissions. Political and social attention to the issue of climate change has resulted in legislative, regulatory and other initiatives to reduce GHG emissions, such as carbon dioxide and methane. Policy makers at both the U.S. federal and state levels have adopted, or are considering adopting, rules designed to quantify and limit the emission of GHGs through inventories, limitations and/or taxes on GHG emissions. For example, the IRA appropriates significant federal funding for renewable energy initiatives and, for the first time ever, imposes a fee on GHG emissions from certain facilities (discussed above). The emissions fee and funding provisions of the law could increase operating costs within the oil and gas industry and accelerate the transition away from fossil fuels, which could in turn adversely affect our business and results of operations. However, in January 2025, the current Presidential Administration issued an executive order directing an immediate pause on the disbursement of funds appropriated through the IRA. In addition, the EPA has issued regulations for the control of methane emissions, which include leak detection and repair requirements, for the gas and oil industry. In November 2021, the EPA proposed new performance standards and emissions guidelines for new, modified, reconstructed and existing oil and gas facilities. The proposed rule sought to make the existing regulations in Subpart OOOOa more stringent and create a Subpart OOOOb to expand reduction requirements for new, modified, and reconstructed oil and gas sources, including standards focusing on certain source types that have never been regulated under the CAA (including intermittent vent pneumatic controllers, associated gas, and liquids unloading facilities). In addition, the proposed rule sought to establish “Emissions Guidelines,” creating a Subpart OOOOc that would require states to develop plans to reduce methane emissions from existing sources that must be at least as effective as presumptive standards set by EPA. In November 2022, the EPA issued a supplemental proposed rule, which among other things, removed an emissions monitoring exemption for small wellhead-only sites and created a new third-party monitoring program to flag large emissions events, referred to in the proposed rule as “super emitters”. In December 2023, the EPA issued the final rule, which imposes See Exploration and Production, Environmental, Health and Safety and Occupational Laws and Regulations included in Item 1 of Part I of this report for more stringent requirements information on the natural gas EPA’s and oil industry, including phasing out routine flaring of natural gas from new oil wells, requiring all well sites and compressor stations to be routinely monitored for leaks and eliminating or minimizing emissions from common pieces of equipment used in oil and gas operations, such as process controllers, pumps and storage tanks. Notably, EPA updated the applicability date for Subparts OOOOb and OOOOc to December 6, 2022, meaning that sources constructed prior to that date will be considered existing sources with later compliance dates under state plans. The final rule gives states, along with federal tribes that wish to regulate existing sources, until March 2026 to develop and submit their plans for reducing methane from existing sources. The final emissions guidelines under Subpart OOOOc provide until 2029 for existing sources to comply. The final rule is subject to ongoing litigation but remains in effect. This and other rules may require us to incur additional costs or otherwise impact the economics of certain of our operations. Additionally, in April 2024, the BLM finalized a rule to reduce the methane waste from venting, flaring, and leaks during oil and gas production activities on federal and Indian leases. The final rule took effect in June 2024. However, in May 2024, the states of North Dakota, Texas, Montana, Wyoming and Utah challenged the rule. In September 2024, a North Dakota district court granted a motion prohibiting the BLM from enforcing the rule against those states pending the outcome of the litigation. However, in January 2025, the current Presidential Administration issued an executive order directing the heads of all federal agencies to identify and begin the processes to suspend, revise, or rescind all agency actions that are unduly burdensome on the identification, development, or use of domestic energy resources. Consequently, future implementation and enforcement of these final rules remains uncertain at this time. BLM’s rules.

Source: Item 1A, 10-K 0000895126-26-000011 vs Item 1A, 10-K 0000895126-25-000021

MD&A 161 words changed in this paragraph; it is 42% similar to last year's version.
In October 2024, our Board of Directors authorized the Company to repurchase up to $1.0 billion, in aggregate, of the Company’s common stock and/or warrants. Additionally, In 2025, we also announced our enhanced capital returns framework which is designed to more effectively return cash to shareholders and reduce net debt. The plan became effective January 1, 2025, and prioritizes prioritized paying the base dividend of $2.30 per share and a targeted $500 million $1.0 billion of annual net debt reduction in 2025, which target will be redetermined annually. Once both have been funded, it is anticipated that reduction, with 75% of the remaining free cash flow will be distributed distributed, as market conditions warrant, between warranted, through share repurchases and additional dividend payments. The remaining free During 2025, we made dividend payments of $765 million, repurchased 0.9 million shares for an aggregate price of $100 million, reduced the principal amount of our debt through senior notes repayments as noted above, and increased our cash flow would be maintained on hand. See Note 10 of the balance sheet. notes to our consolidated financial statements included in Item 8 of Part II of this report for further discussion on our dividend payments and share repurchases. In 2026, the Company will continue to prioritize debt reduction while continuing to effectively return cash to shareholders.

Source: Item 7, 10-K 0000895126-26-000011 vs Item 7, 10-K 0000895126-25-000021

Accounting Policies 100 words changed in this paragraph; it is 46% similar to last year's version.
In December 2023, 2025, the FASB issued ASU 2023-09, Income Taxes 2025-11, Interim Reporting (Topic 740): Improvements 270): Narrow-Scope Improvements. ASU 2025-11 clarifies interim disclosure requirements and the applicability of Topic 270. Additionally, ASU 2025-11 includes a disclosure principle that requires entities to Income Tax Disclosures. ASU 2023-09 intends to provide investors with additional information about an entity’s income taxes by requiring disclosure of items such as disaggregation disclose events since the end of the effective tax rate reconciliation as well as information regarding income taxes paid. last annual reporting period that have a material impact on the entity. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2024, 2027, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. permitted. We are evaluating the impact this ASU will have on our disclosures.

Source: Item 8, Note 1 – Basis of Presentation and Summary of Significant Accounting Policies, 10-K 0000895126-26-000011 vs Item 8, Note 1 – Basis of Presentation and Summary of Significant Accounting Policies, 10-K 0000895126-25-000021

Legal Proceedings 67 words changed in this paragraph; it is 75% similar to last year's version.
See Note 5 of the notes to our consolidated financial statements included in Item 8 of Part II of this report for information regarding our estimation and provision for potential losses related to litigation and regulatory proceedings. Based on management’s current assessment, we are of the opinion that no pending or threatened lawsuit or dispute relating to our business operations is likely to have a material adverse effect on our future consolidated financial position, results of operations or cash flows. Pursuant to this item, we use a threshold of $1 million for purposes of determining whether any legal proceedings in regards to federal, state or local environmental laws with a governmental authority require disclosure. This $1 million disclosure threshold does not imply that this amount is necessarily material to our business or financial condition, and as of December 31, 2025, there were no environmental proceedings to disclose. The final resolution of such matters could exceed amounts accrued, however, and actual results could differ materially from management’s estimates.

Source: Item 3, 10-K 0000895126-26-000011 vs Item 3, 10-K 0000895126-25-000021

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of EXE's Risk Factors and MD&A, 10-K 2026-02-18 against 10-K 2025-02-26. Each links to the text at sec.gov.

RemovedRisk Factors
•Failure to successfully integrate the business of the Company and Southwestern or realize the anticipated benefits of the Southwestern Merger may adversely affect our future results and financial condition.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
•The market price of our common stock as a result of the Southwestern Merger may be affected by factors different from those that historically have affected our common stock.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
As a domestic natural gas exploration and production company, we may be indirectly exposed to certain risks in the U.S. LNG export markets, including to the extent that we have entered into, or may in the future enter into,

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
Failure to successfully integrate the business of the Company and Southwestern or realize the anticipated benefits of the Southwestern Merger may adversely affect our future results and financial condition.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
The Southwestern Merger involved the combination of two companies that previously operated as independent public companies until October 1, 2024. The combination of two independent businesses is complex, costly and time consuming, and we will be required to continue to devote significant management attention and resources to integrating the business practices and operations of Southwestern into the Company. Potential difficulties that we may encounter as part of the integration process include the following:

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
•the inability to successfully combine the business of the Company and Southwestern in a manner that permits us to achieve, on a timely basis, or at all, the enhanced revenue opportunities and cost savings and other benefits anticipated to result from the Southwestern Merger;

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
•complexities associated with managing the combined businesses, including difficulty addressing possible differences in operational philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;

Read it in 10-K 2025-02-26 at sec.gov ↗

Show the other 13
RemovedRisk Factors
As a result of the Southwestern Merger, the size of the Company’s business has increased significantly. Our future success will depend, in part, upon our ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. We may also face increased scrutiny from governmental authorities as a result of the significant increase in the size of the business.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedRisk Factors
We believe that, once the business of Southwestern is fully integrated into the Company, the Southwestern Merger will provide operational and financial scale, increasing free cash flow and an enhanced corporate rate of return. However, achieving these benefits requires, among other things, realization of the targeted cost and commercial synergies expected from the Southwestern Merger. This growth and the anticipated benefits of the transaction may not be realized fully or at all or may take longer to realize than expected. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than expected or may take longer to achieve than anticipated. If we are not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Southwestern Merger within the anticipated timing or at all, our business, financial condition and operating results may be adversely affected, our earnings per share may be diluted, the accretive effect of the Southwestern Merger may decrease or be delayed and our share price may be negatively impacted.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
On January 10, 2024, Chesapeake and Southwestern entered into an all-stock agreement and plan of merger (the “Merger Agreement”). Southwestern was an independent energy company engaged in development, exploration and production activities, including related marketing activities, within its operating areas in the Appalachia and Haynesville shale plays. Our Board of Directors and the Board of Directors of Southwestern both approved the Merger Agreement. At separate special meetings each held on June 18, 2024, Chesapeake’s stockholders approved the issuance of Chesapeake’s common stock to the stockholders of Southwestern in connection with the Southwestern Merger, and Southwestern’s stockholders approved the Merger Agreement.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
On January 17, 2023, we entered into an agreement to sell a portion of our Eagle Ford assets to WildFire Energy I LLC for approximately $1.425 billion, subject to post-closing adjustments. This transaction closed on March 20, 2023 (with an effective date of October 1, 2022) and resulted in the recognition of a gain of approximately $337 million.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
On February 17, 2023, we entered into an agreement to sell a portion of our remaining Eagle Ford assets to INEOS Energy for approximately $1.4 billion, subject to post-closing adjustments. This transaction closed on April 28, 2023 (with an effective date of October 1, 2022) and resulted in the recognition of a gain of approximately $470 million.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
On August 11, 2023, we entered into an agreement to sell the final portion of our remaining Eagle Ford assets to SilverBow Resources, Inc. (“SilverBow”) for approximately $700 million, subject to post-closing adjustments. This transaction closed on November 30, 2023 (with an effective date of February 1, 2023) and resulted in the recognition of a gain of approximately $140 million. Due to the satisfaction of certain commodity price triggers, we received an additional $25 million cash consideration during the fourth quarter of 2024.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
On February 13, 2024, we announced our entrance into an LNG export deal that includes executed Sales and Purchase Agreements (“SPA”) for long-term liquefaction offtake. Under the SPAs, we will purchase approximately 0.5 million tonnes of LNG per annum from Delfin LNG LLC at a Henry Hub price with a contract targeted start date in 2028, then deliver to Gunvor Group Ltd on a free on board basis with the sales price linked to the Japan Korea Market for a period of 20 years.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
During the fourth quarter of 2022, we entered into an agreement with Momentum Sustainable Ventures LLC to build a new natural gas gathering pipeline and carbon capture project, which will gather and treat natural gas produced in the Haynesville Shale for re-delivery to Gulf Coast markets, including LNG export. The pipeline is expected to have an initial capacity of 1.7 Bcf/d expandable to 2.2 Bcf/d. The carbon capture portion of the project anticipates capturing approximately 1.0 million tons per annum of CO2 and delivering the CO2 to ExxonMobil Low Carbon Solutions Onshore Storage, LLC for additional transportation and storage. The natural gas gathering pipeline is projected for a potential in-service date in the fourth quarter of 2025. Through the end of 2024, we have made total capital contributions of $296 million to the project.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
In December 2022, we entered into the Credit Facility and terminated the Exit Credit Facility, repaying all amounts outstanding and extinguishing all commitments thereunder.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
During 2024, we paid $11 million of one-time fees to lenders related to the changes to our Credit Facility as well as for the issuance of the 2035 Senior Notes. During 2022, we paid $17 million of one-time fees to lenders to establish the Credit Facility.

Read it in 10-K 2025-02-26 at sec.gov ↗

RemovedMD&A
Other income during the time periods presented above primarily consists of interest income and deferred consideration amortization. The increase in 2024 compared to 2023 was primarily due to increased interest income related to our higher average cash balance in 2024.

Read it in 10-K 2025-02-26 at sec.gov ↗

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