8-K
EXPAND ENERGY Corp (EXE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofThe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):November 1, 2024
EXPAND ENERGY CORPORATION
(Exact name of registrant as specified in its Charter)
| Oklahoma | 001-13726 | 73-1395733 | |
|---|---|---|---|
| (State or other jurisdiction of<br><br>incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |
| 6100 North Western Avenue | Oklahoma City | OK | 73118 |
| --- | --- | --- | --- |
| (Address of principal executive offices) | (Zip Code) |
(405) 848-8000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | EXE | The Nasdaq Stock Market LLC |
| Class A Warrants to purchase Common Stock | EXEEW | The Nasdaq Stock Market LLC |
| Class B Warrants to purchase Common Stock | EXEEZ | The Nasdaq Stock Market LLC |
| Class C Warrants to purchase Common Stock | EXEEL | The Nasdaq Stock Market LLC |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). | ||
| --- | --- | |
| Emerging growth company | ¨ | |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ |
Item 5.02 Departure of Directors or CertainOfficers; Election of Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As reported by Expand Energy Corporation (the “Company”) in its Current Report on Form 8-K dated October 1, 2024, Benjamin E. Russ was removed as Executive Vice President, General Counsel and Corporate Secretary of the Company as of October 1, 2024.
On November 1, 2024 (the “Termination Date”), the Company entered into a Severance Agreement (the “Severance Agreement”) with Mr. Russ specifying, among other things, that Mr. Russ’s service with the Company terminated on the Termination Date and that Mr. Russ will receive the cash severance, equity award vesting and other benefits set forth in the Company’s Executive Severance Plan (as modified by the letter agreement previously entered into between Mr. Russ and the Company in January 2024), subject to the satisfaction of the release conditions contained in the Severance Agreement.
(d) Exhibits
| ExhibitNo. | Document Description |
|---|---|
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EXPAND ENERGY CORPORATION | |
|---|---|
| By: | /s/ MOHIT SINGH |
| Mohit Singh | |
| Executive Vice President and Chief Financial Officer |
Date: November 7, 2024