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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 21, 2024

 

 

EXPAND ENERGY CORPORATION

 

(Exact name of Registrant as specified in its Charter)

 

Oklahoma   001-13726   73-1395733
(State or other jurisdiction of
incorporation)
  (Commission File No.)   (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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which registered
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 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).  

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On November 21, Expand Energy Corporation (the “Company”) issued a press release announcing that the expiration date for its previously announced cash tender offer for any and all of its outstanding 5.500% senior notes due 2026 has been amended to 5:00 p.m., New York City time, on November 27, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

The information furnished in Item 7.01 of this Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act or Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit
Number
  Description
99.1   Press Release dated November 21, 2024 announcing the amedment of the expiration date for the cash tender offer for any and all of Expand Energy Corporation’s outstanding 5.500% senior notes due 2026.
104   Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

2

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  EXPAND ENERGY CORPORATION
   
  By: /s/Chris Lacy
    Chris Lacy
    Executive Vice President, General Counsel and Corporate Secretary

 

Date: November 21, 2024