EXPAND ENERGY CorpEXE
EXPAND ENERGY Corp Stock Compensation Disclosure
| 11. | Share-Based Compensation | ||||
Our long-term incentive plan, as amended and adopted by our Board of Directors (the “LTIP”), provides for the grant of restricted stock units (“RSUs”), restricted stock awards, stock options, stock appreciation rights, performance awards and other stock awards to the Company’s employees and non-employee directors and has a share reserve equal to 6,800,000 shares of common stock.
Restricted Stock Units. During the years ended December 31, 2025, 2024 and 2023, we granted RSUs to employees and non-employee directors under the LTIP, which will vest over a three-year to five-year period and one-year period, respectively. The fair value of RSUs is based on the closing sales price of our common stock on the date of grant, and compensation expense is recognized ratably over the requisite service period. A summary of the changes in unvested RSUs is presented below:
| Unvested Restricted Stock Units | Weighted Average Grant Date Fair Value Per Share | |||||||||||||
| (in thousands) | ||||||||||||||
| Unvested as of December 31, 2022 | 957 | $ | 68.91 | |||||||||||
| Granted | 440 | $ | 72.25 | |||||||||||
| Vested | (329) | $ | 61.66 | |||||||||||
| Forfeited | (128) | $ | 68.42 | |||||||||||
| Unvested as of December 31, 2023 | 940 | $ | 73.08 | |||||||||||
Granted (a) | 962 | $ | 83.09 | |||||||||||
Vested (a) | (925) | $ | 74.18 | |||||||||||
| Forfeited | (20) | $ | 77.71 | |||||||||||
| Unvested as of December 31, 2024 | 957 | $ | 81.99 | |||||||||||
| Granted | 557 | $ | 103.38 | |||||||||||
| Vested | (520) | $ | 80.52 | |||||||||||
| Forfeited | (37) | $ | 98.24 | |||||||||||
| Unvested as of December 31, 2025 | 957 | $ | 94.61 | |||||||||||
(a)During the year ended December 31, 2024, approximately 5.2 million Southwestern RSUs were converted to 478 thousand Company RSUs, of which approximately 384 thousand RSUs were accelerated. We recognized the accelerated share-based compensation expense related to these awards in other operating expense, net on our consolidated statements of operations. Additionally, approximately 105 thousand RSUs were accelerated related to one-time termination benefits for certain employees.
The aggregate intrinsic value of RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was approximately $58 million, $77 million and $25 million, respectively, based on the stock price at the time of vesting.
As of December 31, 2025, there was approximately $58 million of total unrecognized compensation expense related to unvested RSUs. The expense is expected to be recognized over a weighted average period of approximately 1.93 years.
Performance Share Units. During the years ended December 31, 2025, 2024 and 2023, we granted performance share units (“PSUs”) to senior management and certain employees under the LTIP, which will generally vest over a three-year period and will be settled in shares. The performance criteria include total shareholder return (“TSR”) and relative TSR (“rTSR”) and could result in a total payout between 0% - 200% of the target units. The fair value of the PSUs was measured on the grant date using a Monte Carlo simulation, and compensation expense is recognized ratably over the requisite service period because these awards depend on a combination of service and market criteria.
The following table presents the assumptions used in the valuation of the PSUs granted during the years ended December 31, 2025, 2024 and 2023.
| Assumption - TSR, rTSR | 2025 PSU Awards | 2024 PSU Awards | 2023 PSU Awards | |||||||||||||||||
| Risk-free interest rate | 4.00 | % | 4.55 | % | 3.85 | % | ||||||||||||||
| Volatility | 33.40 | % | 39.36 | % | 64.4 | % | ||||||||||||||
A summary of the changes in unvested PSUs is presented below:
| Unvested Performance Share Units | Weighted Average Grant Date Fair Value Per Share | |||||||||||||
| (in thousands) | ||||||||||||||
| Unvested as of December 31, 2022 | 276 | $ | 88.28 | |||||||||||
| Granted | 131 | $ | 78.78 | |||||||||||
| Vested | — | $ | — | |||||||||||
| Forfeited | (13) | $ | 68.77 | |||||||||||
| Unvested as of December 31, 2023 | 394 | $ | 85.78 | |||||||||||
| Granted | 133 | $ | 95.33 | |||||||||||
| Vested | (151) | $ | 71.29 | |||||||||||
| Forfeited | — | $ | — | |||||||||||
| Unvested as of December 31, 2024 | 376 | $ | 94.67 | |||||||||||
| Granted | 250 | $ | 125.64 | |||||||||||
| Vested | (132) | $ | 108.56 | |||||||||||
| Forfeited | (30) | $ | 113.86 | |||||||||||
| Unvested as of December 31, 2025 | 464 | $ | 106.14 | |||||||||||
The aggregate intrinsic value of PSUs that vested during the years ended December 31, 2025 and 2024 was approximately $22 million and $19 million, respectively, based on the stock price at the time of vesting.
As of December 31, 2025, there was approximately $26 million of total unrecognized compensation expense related to unvested PSUs. The expense is expected to be recognized over a weighted average period of approximately 2.03 years.
RSU and PSU Compensation.
We recognized the following compensation costs, net of actual forfeitures, related to RSUs and PSUs for the periods presented:
| Years Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| General and administrative expenses | $ | 37 | $ | 33 | $ | 29 | ||||||||||||||
| Natural gas and oil properties | 8 | 7 | 6 | |||||||||||||||||
| Production expense | 6 | 4 | 4 | |||||||||||||||||
| Separation and other termination costs | 2 | 9 | — | |||||||||||||||||
| Marketing expense | 3 | — | — | |||||||||||||||||
| Other operating expense, net | 4 | 28 | — | |||||||||||||||||
| Total RSU and PSU compensation | $ | 60 | $ | 81 | $ | 39 | ||||||||||||||
| Related income tax benefit | $ | 13 | $ | 13 | $ | 7 | ||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 21, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 22, 2018 | |
| 2016 | Mar 3, 2017 | |
| 2015 | Feb 25, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.