EXPAND ENERGY Corp 8K

Expand Energy Corporation agreed to acquire Twin Eagle Holdings N.A., LLC for a base purchase price of $1.25 billion via a reverse merger of its subsidiary Eikon AW Holdings, LLC into Twin Eagle, subject to customary adjustments and regulatory approvals.

The filing contains an Execution Version of an Agreement and Plan of Merger dated July 24, 2026, under which Expand Energy Corporation (as Buyer) will acquire Twin Eagle Holdings N.A., LLC through a reverse merger of Eikon AW Holdings, LLC (a wholly owned subsidiary of Expand Energy) with and into Twin Eagle Holdings, with Twin Eagle as the surviving entity. The agreement sets a base purchase price of $1.25 billion, provides for a deposit and purchase price adjustment escrow, and includes detailed provisions on working capital and indebtedness adjustments, tax matters (including allocation, pre-closing income tax obligations, and treatment of pass-through entities), interim operating covenants, pre-closing restructuring, regulatory approvals (including HSR and FERC-related matters), representations and warranties (including fundamental representations and a non-reliance framework), R&W insurance, termination rights, and post-closing arrangements such as director and officer protections, transition services, name licensing, and employee matters. Concurrently with signing, specified key employees are entering into employment agreements effective at closing, and existing members of Twin Eagle are approving the transaction by written consent pursuant to its LLC agreement.

Filing Facts

CIK

895126

Ticker

EXE

Form

8K

Source Type

sec

Accession

0001104659-26-088451

Alert Tier

8