EXE / Expand Energy Corporation - Документы SEC, Годовой отчет, Доверенное заявление

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): August 13, 2025 EXPAND ENERGY COR

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): August 13, 2025 EXPAND ENERGY CORPORATION (Exact name of registrant as specified in its Charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Commissi

Mine Safety Disclosure.

Exhibit 95.1 Mine Safety Disclosures Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act") and Item 104 of Regulation S-K (17 CFR 229.104) require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (as amende

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 29, 2025 EXPAND ENERGY CORPORATION (Exact name of registrant as specified in its Charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Commission

Expand Energy Corporation Reports Second Quarter 2025 Results

Exhibit 99.1 N E W S R E L E A S E Expand Energy Corporation Reports Second Quarter 2025 Results OKLAHOMA CITY, July 29, 2025 – Expand Energy Corporation (NASDAQ: EXE) ("Expand Energy" or the "Company") today reported second quarter 2025 financial and operating results. •Net cash provided by operating activities of $1,322 million •Net income of $968 million, or $4.02 per fully diluted share; adjus

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13726 EXPAND ENERGY CORPORATION (E

Submission of Matters to a Vote of Security Holders

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): June 5, 2025 EXPAND ENERGY CORPORATION (Exact name of registrant as specified in its Charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Commission

Form of Performance Share Unit Award (Relative TSR) for Expand Energy Corporation 2021 Long Term Incentive Plan.

Exhibit 10.3 PERFORMANCE SHARE UNIT AWARD AGREEMENT FOR EXPAND ENERGY CORPORATION LONG TERM INCENTIVE PLAN (Relative TSR) THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”) entered into as of the grant date set forth on the attached Notice of Grant of Performance Share Units and Award Agreement (the “Notice”), by and between Expand Energy Corporation, an Oklahoma corporation (the “Compa

Mine Safety Disclosure.

Exhibit 95.1 Mine Safety Disclosures Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act") and Item 104 of Regulation S-K (17 CFR 229.104) require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (as amende

Form of Performance Share Unit Award (Absolute TSR) for Expand Energy Corporation 2021 Long Term Incentive Plan.

Exhibit 10.2 PERFORMANCE SHARE UNIT AWARD AGREEMENT FOR EXPAND ENERGY CORPORATION LONG TERM INCENTIVE PLAN (Absolute TSR) THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”) entered into as of the grant date set forth on the attached Notice of Grant of Performance Share Units and Award Agreement (the “Notice”), by and between Expand Energy Corporation, an Oklahoma corporation (the “Compa

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): April 29, 2025 EXPAND ENERGY CORP

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): April 29, 2025 EXPAND ENERGY CORPORATION (Exact name of registrant as specified in its Charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Commissio

Expand Energy Corporation Reports First Quarter 2025 Results

Exhibit 99.1 N E W S R E L E A S E Expand Energy Corporation Reports First Quarter 2025 Results OKLAHOMA CITY, April 29, 2025 – Expand Energy Corporation (NASDAQ: EXE) ("Expand Energy" or the "Company") today reported first quarter 2025 financial and operating results. •Net cash provided by operating activities of $1,096 million •Net loss of $249 million, or $1.06 per fully diluted share; adjusted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13726 EXPAND ENERGY CORPORATION (

Form of Executive/Employee Restricted Stock Unit Award Agreement for Expand Energy Corporation 2021 Long Term Incentive Plan.

Exhibit 10.1 RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EXPAND ENERGY CORPORATION LONG TERM INCENTIVE PLAN THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) entered into as of the grant date set forth on the attached Notice of Grant of Restricted Stock Units and Award Agreement (the “Notice”), by and between Expand Energy Corporation, an Oklahoma corporation (the “Company”), and the part

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) þ Filed by the Registrant ¨ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

Form of Executive/Employee Restricted Stock Unit Award Agreement for

Exhibit 10.14 RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EXPAND ENERGY CORPORATION LONG TERM INCENTIVE PLAN THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) entered into as of the grant date set forth on the attached Notice of Grant of Restricted Stock Units and Award Agreement (the “Notice”), by and between Expand Energy Corporation, an Oklahoma corporation (the “Company”), and the par

Energy Corporation Executive Severance Pla

Exhibit 10.18 EXPAND ENERGY CORPORATION EXECUTIVE SEVERANCE PLAN 1.Purpose. Expand Energy Corporation (the “Company”) has adopted the Expand Energy Corporation Executive Severance Plan (the “Plan”) to provide severance pay and benefits to eligible officers and management employees who are Eligible Executives (as defined below) and whose employment is terminated on or after October 11, 2021 (the “E

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 26, 2025 EXPAND ENERGY CORPORATION (Exact name of registrant as specified in its Charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Commis

Audit Letter of Netherland, Sewell & Associates, Inc.

Exhibit 99.1 CHAIRMAN & CEO RICHARD B. TALLEY, JR. PRESIDENT & COO ERIC J. STEVENS EXECUTIVE COMMITTEE ROBERT C. BARG P. SCOTT FROST JOHN G. HATTNER JOSEPH J. SPELLMAN February 18, 2025 Mr. Nick Penner Expand Energy Corporation 6100 North Western Avenue Oklahoma City, Oklahoma 73118 Dear Mr. Penner: In accordance with your request, we have audited the estimates prepared by Expand Energy Corporatio

Energy Corporation 2021 Long Term Incentive Plan.

Exhibit 10.13 AMENDMENT TO THE EXPAND ENERGY CORPORATION 2021 LONG TERM INCENTIVE PLAN Effective as of April 26, 2021, pursuant to action taken by the Board of Directors of Expand Energy Corporation, the Expand Energy Corporation 2021 Long Term Incentive Plan is hereby amended by deleting Section 3.3(a) its entirety and replacing it with the following: “Subject to adjustment as provided in Section

Form of Indemnity Agreement.

Exhibit 10.7 INDEMNITY AGREEMENT This Indemnity Agreement (“Agreement”) is made as of , 20 by and between Expand Energy Corporation, an Oklahoma corporation (the “Corporation”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Corporation and Indemnitee covering the subject matter of this Agreement. RECITALS WHEREAS, highly competent persons ha

Form of Participation Agreement pursuant to

Exhibit 10.19 [Date] Re: Participation Agreement - Expand Energy Corporation Executive Severance Plan Dear [●]: We are pleased to inform you that you have been designated as eligible to participate in the Expand Energy Corporation Executive Severance Plan (as it may be amended from time to time, the “Plan”), as a Tier [1][2][3] Executive. Your participation in the Plan is subject to the terms and

Energy Corporation.

Exhibit 21 EXPAND ENERGY CORPORATION an Oklahoma Corporation SIGNIFICANT SUBSIDIARIES* Limited Liability Companies State of Organization Expand Operating LLC Oklahoma Chesapeake Exploration, L.

Form of Non-Employee Director Restricted Stock Unit Award Agreement for

Exhibit 10.15 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EXPAND ENERGY CORPORATION LONG TERM INCENTIVE PLAN THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) entered into as of the grant date (the “Grant Date”) set forth on the attached Notice of Grant of Restricted Stock Units and Award Agreement (the “Notice”), by and between Expand Energy Corporation, an Oklahoma

Expand Energy Corporation Clawback Policy

Exhibit 97.1 EXPAND ENERGY CORPORATION CLAWBACK POLICY (Effective September 9, 2023) PURPOSE Expand Energy Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Compensation Committee of

Second Amendment to the Expand Energy Corporation 2021 Long Term Incentive Plan.

Exhibit 10.20 SECOND AMENDMENT TO THE EXPAND ENERGY CORPORATION 2021 LONG TERM INCENTIVE PLAN Effective as of October 11, 2021, pursuant to action taken by the Board of Directors of Expand Energy Corporation, the Expand Energy Corporation 2021 Long Term Incentive Plan is hereby amended by deleting Section 2.7 in its entirety and replacing it with the following: ““Change of Control” means the occur

Expand Energy Corporation Reports Fourth Quarter and Full-Year 2024 Results, Issues 2025 Outlook

Exhibit 99.1 N E W S R E L E A S E Expand Energy Corporation Reports Fourth Quarter and Full-Year 2024 Results, Issues 2025 Outlook OKLAHOMA CITY, February 26, 2025 – Expand Energy Corporation (NASDAQ:EXE) ("Expand Energy" or the "Company") today reported fourth quarter and full-year 2024 financial and operating results and issued its 2025 outlook. Fourth Quarter Highlights •Net cash provided by o

Global Supplement to Awards under the Expand Energy Corporation 2021 Long Term Incentive Plan

Exhibit 10.34 GLOBAL SUPPLEMENT TO AWARD AGREEMENTS UNDER THE EXPAND ENERGY CORPORATION 2021 LONG TERM INCENTIVE PLAN This Global Supplement to Award Agreements (this “Supplement”) under the Expand Energy Corporation 2021 Long Term Incentive Plan, as amended, f/k/a the Chesapeake Energy Corporation 2021 Long Term Incentive Plan (the “Plan”) is hereby adopted by Expand Energy Corporation (the “Comp

Expand Energy Corporation Insider Trading Compliance Policy

Exhibit 19.1 EXPAND ENERGY CORPORATION INSIDER TRADING COMPLIANCE POLICY 1.PURPOSE Expand Energy Corporation (the “Company”) is committed to a fostering a culture of ethical conduct compliance with the all applicable laws, including those prohibiting the trading of securities while in the possession of material non-public information. We require all Company personnel to comply with all applicable

Expand Energy Corporation 2021 Long Term Incentive Plan.

Exhibit 10.8 EXPAND ENERGY CORPORATION 2021 LONG TERM INCENTIVE PLAN (as amended and approved by shareholders at the Annual Meeting of Shareholders on June 6, 2024) 1. PURPOSE Section 1.1 Purpose. This Long Term Incentive Plan is established by Expand Energy Corporation (the “Company”) to foster and promote the sustained progress, growth and profitability of the Company by: (a) attracting, retaini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13726 EXPAND ENERGY CORPORATION (Exact

Letter Agreement with Chris Lacy, dated October 11, 2024.

Exhibit 10.29 Domenic J. Dell’Osso, Jr. President and Chief Executive Officer October 11, 2024 VIA EMAIL Chris Lacy Executive Vice President, General Counsel and Corporate Secretary Expand Energy Corporation 6100 N. Western Avenue Oklahoma City, Oklahoma 73118 Dear Chris: As you know, Southwestern Energy Corporation (“SWN”) entered into that certain Agreement and Plan of Merger, dated as of Januar

Form of Performance Share Unit Award (Relative TSR) for

Exhibit 10.17 PERFORMANCE SHARE UNIT AWARD AGREEMENT FOR EXPAND ENERGY CORPORATION LONG TERM INCENTIVE PLAN (Relative TSR) THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”) entered into as of the grant date set forth on the attached Notice of Grant of Performance Share Units and Award Agreement (the “Notice”), by and between Expand Energy Corporation, an Oklahoma corporation (the “Comp

Form of Performance Share Unit Award (Absolute TSR) for

Exhibit 10.16 PERFORMANCE SHARE UNIT AWARD AGREEMENT FOR EXPAND ENERGY CORPORATION LONG TERM INCENTIVE PLAN (Absolute TSR) THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”) entered into as of the grant date set forth on the attached Notice of Grant of Performance Share Units and Award Agreement (the “Notice”), by and between Expand Energy Corporation, an Oklahoma corporation (the “Comp

JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)

EX-99.1 2 ef20043595ex99-1.htm EXHIBIT A Exhibit A JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned with respect to the Common Stock, par value $0.01 par value per share, of Expand Energy Corporation, and that all subsequent amendments to this statement on Schedule 13G m

First Supplemental Indenture, dated as of December 2, 2024, by and between Expand Energy Corporation and Regions Bank, as Trustee (including the form of the Notes).

Exhibit 4.2 EXPAND ENERGY CORPORATION, as the Company and REGIONS BANK, as the Trustee 5.700% Senior Notes due 2035 FIRST SUPPLEMENTAL INDENTURE Dated as of December 2, 2024 to the INDENTURE Dated as of December 2, 2024 TABLE OF CONTENTS Page ARTICLE I SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL; THE NOTES 2 Section 1.1 Scope of Supplemental Indenture; General 2 Section 1.2 Applicability of Sections

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 2, 2024 EXPAND ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Commiss

Indenture, dated as of December 2, 2024, by and between Expand Energy Corporation and Regions Bank, as Trustee.

Exhibit 4.1 Expand Energy Corporation INDENTURE Dated as of December 2, 2024 Regions Bank Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 4 Section 1.3. Incorporation by Reference of Trust Indenture Act. 4 Section 1.4. Rules of Construction. 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Ser

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 C

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) (Commis

Underwriting Agreement, dated November 21, 2024, by and among Expand Energy Corporation and J.P. Morgan Securities LLC, TD Securities (USA) LLC and BofA Securities, Inc., as representatives of the several underwriters named therein

Exhibit 1.1 Execution Version $750,000,000 Expand Energy Corporation 5.700% Senior Notes due 2035 Underwriting Agreement November 21, 2024 J.P. Morgan Securities LLC TD Securities (USA) LLC BofA Securities, Inc. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o TD Securities (USA) LLC 1 Vanderbi

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 EXPAND ENERGY Corp Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 5.

Expand Energy Corporation Announces Pricing of Senior Notes Offering

Exhibit 99.1 NEWS RELEASE Expand Energy Corporation Announces Pricing of Senior Notes Offering OKLAHOMA CITY, November 21, 2024 – Expand Energy Corporation (NASDAQ: EXE) (“Expand Energy”) announced today the pricing of its offering (the “Notes Offering”) of $750,000,000 aggregate principal amount of its 5.700% senior notes due 2035 (the “Notes”) at a price to the public of 99.609% of their face va

Expand Energy Corporation $750,000,000 5.700% Senior Notes due 2035

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(2)  Registration No. 333-283348 PROSPECTUS SUPPLEMENT (To prospectus dated November 20, 2024) Expand Energy Corporation $750,000,000 5.700% Senior Notes due 2035 Expand Energy Corporation (the “Company”) is offering $750,000,000 aggregate principal amount of our 5.700% Senior Notes due 2035 (the “notes”). Interest on the notes will accrue from Decem

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 C

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) (Commis

Expand Energy Corporation Amends Expiration Date for Tender Offer for 5.500% Senior Notes due 2026

Exhibit 99.1 N E W S R E L E A S E Expand Energy Corporation Amends Expiration Date for Tender Offer for 5.500% Senior Notes due 2026 OKLAHOMA CITY, November 21, 2024 – Expand Energy Corporation (NASDAQ: EXE) (“Expand Energy”) announced today that the expiration date for its previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 5.500% Senior Notes due 2026

PRICING TERM SHEET $750,000,000 5.700% Senior Notes due 2035 November 21, 2024

Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Supplement dated November 20, 2024 To Prospectus dated November 20, 2024 Registration No.

Consent of Netherland, Sewell & Associates, Inc., relating to Southwestern Energy Company.

Exhibit 23.7 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the inclusion in or incorporation by reference into the Registration Statement on Form S-3 (including any amendments or supplements thereto, related appendices, and financial statements) of Expand Energy Corporation of our audit letter, dated February 14, 2024, with respect to estimates of reserves and futu

Filing Fee Table.

Calculation of Filing Fee Tables S-3 EXPAND ENERGY Corp Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt Debt Securities 457(r) 0.

Form of Indenture.

Exhibit 4.47 Expand Energy Corporation INDENTURE Dated as of , 20 Regions Bank Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 4 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable in Series 5 Section 2

Subject to Completion, dated November 20, 2024

TABLE OF CONTENTS The information in this Preliminary Prospectus Supplement is not complete and may be changed.

Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of Regions Bank, as trustee under the indenture filed as Exhibit 4.41 above.

Exhibit 25.1 8SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) REGIONS BANK (Exact name of trustee as specified in its charter) Alabama 63-0371391 (Jurisdiction of incorporation or

As filed with the Securities and Exchange Commission on November 20, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 20, 2024 Registration No.

Financial Statements and Exhibits, Other Events

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 15, 2024 EXPAND ENERGY CORPORATION (Exact name of registrant as specified in its Charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Commis

Regulation FD Disclosure, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2024 EXPAND ENERGY CORPORATION (Exact name of registrant as specified in its Charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Commissio

SOUTHWESTERN ENERGY COMPANY INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND ACCOMPANYING NOTES FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024

EX-99.3 4 tm2428094d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 SOUTHWESTERN ENERGY COMPANY INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND ACCOMPANYING NOTES FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 Consolidated Statements of Operations 2 Consolidated Statements of Comprehensive Income (Loss) 3 Consolidated Balance Sheets 4 Consolidated Statements of Cash Flows 5 Consolidated Statements of Chan

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

EX-99.4 5 tm2428094d1ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS On January 10, 2024, Chesapeake Energy Corporation ("Chesapeake") and Southwestern Energy Company ("Southwestern") entered into an all-stock agreement and plan of merger (the “Merger Agreement”). On October 1, 2024, Chesapeake and Southwestern completed the previously announced merger (the "

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 1, 2024 EXPAND ENERGY CORPORATION (Exact name of registrant as specified in its Charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Commiss

Sixth Supplemental Indenture, dated as of October 28, 2024 by and among Expand Energy Corporation and Wilmington Trust, National Association, a national banking association, as Trustee

Exhibit 4.5 SIXTH SUPPLEMENTAL INDENTURE TO INDENTURE DATED APRIL 7, 2021 EXPAND ENERGY CORPORATION Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 28, 2024, among Expand Energy Corporation, an Oklahoma corporation formerly known as Chesapeake Energy Corporation (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee

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): October 28, 2024 EXPAND ENERGY CO

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): October 28, 2024 EXPAND ENERGY CORPORATION (Exact name of registrant as specified in its Charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Commiss

Credit Agreement, dated as of December 9, 2022 by and among Expand Energy Corporation (f/k/a Chesapeake Energy Corporation), the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent

Exhibit 10.1 CREDIT AGREEMENT (as amended by the Amendment No. 1 and Borrowing Base Agreement, dated as of April 29, 2024, and the Investment Grade Date Changeover), dated as of December 9, 2022 among EXPAND ENERGY CORPORATION (F/K/A CHESAPEAKE ENERGY CORPORATION) as Borrower The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent, JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC

Supplemental Indenture No. 10, dated as of October 28, 2024 by and among Expand Energy Corporation and Regions Bank, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 1, 2024).

Exhibit 4.1 TENTH SUPPLEMENTAL INDENTURE TO INDENTURE DATED JANUARY 25, 2015 EXPAND ENERGY CORPORATION Tenth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 28, 2024, among Expand Energy Corporation, an Oklahoma corporation formerly known as Chesapeake Energy Corporation (the “Company”) and Regions Bank (as successor in interest to U.S. Bank Trust Company, National Asso

Fourth Supplemental Indenture, dated as of October 28, 2024 by and among Expand Energy Corporation and Deutsche Bank Trust Company Americas, as Trustee

Exhibit 4.4 FOURTH SUPPLEMENTAL INDENTURE TO BASE INDENTURE DATED FEBRUARY 5, 2021 Expand Energy Corporation Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 28, 2024, among Expand Energy Corporation, an Oklahoma corporation formerly known as Chesapeake Energy Corporation (the “Company”) and Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “

Supplemental Indenture No. 10, dated as of October 28, 2024, by and among Expand Energy Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the SEC on November 1, 2024).

Exhibit 4.2 TENTH SUPPLEMENTAL INDENTURE TO INDENTURE DATED SEPTEMBER 25, 2017 EXPAND ENERGY CORPORATION Tenth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 28, 2024, among Expand Energy Corporation, an Oklahoma corporation formerly known as Chesapeake Energy Corporation (the “Company”) and U.S. Bank Trust Company, National Association (as successor in interest to U.S

Ninth Supplemental Indenture, dated as of October 28, 2024 by and among Expand Energy Corporation and Regions Bank, as Trustee

Exhibit 4.3 NINTH SUPPLEMENTAL INDENTURE TO INDENTURE DATED AUGUST 30, 2021 EXPAND ENERGY CORPORATION Ninth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 28, 2024, among Expand Energy Corporation, an Oklahoma corporation formerly known as Chesapeake Energy Corporation (the “Company”) and Regions Bank, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, Southweste

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13726 EXPAND ENERGY CORPORATI

Expand Energy Corporation Reports Third Quarter 2024 Results, Provides Preliminary 2025 Capital and Operating Plan and Announces Enhanced Capital Return Framework

Exhibit 99.1 N E W S R E L E A S E Expand Energy Corporation Reports Third Quarter 2024 Results, Provides Preliminary 2025 Capital and Operating Plan and Announces Enhanced Capital Return Framework OKLAHOMA CITY, October 29, 2024 – Expand Energy Corporation (NASDAQ:EXE) ("Expand Energy" or the "company") today reported third quarter 2024 financial and operating results. In addition, the company pr

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 29, 2024 EXPAND ENERGY CORPORATION (Exact name of registrant as specified in its Charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Commiss

Filing Fee Table.

Calculation of Filing Fee Tables S-8 EXPAND ENERGY Corp Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, par value $0.

As filed with the Securities and Exchange Commission on October 22, 2024

As filed with the Securities and Exchange Commission on October 22, 2024 Registration No.

Third Amended and Restated Certificate of Incorporation of Expand Energy Corporation.

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EXPAND ENERGY CORPORATION The undersigned, Mohit Singh, hereby certifies that: A.    The name of the corporation is Chesapeake Energy Corporation (the “Corporation”). B.     He is the duly elected and acting Executive Vice President and Chief Financial Officer. C.    The Corporation was incorporated on November 19, 1996, under

Supplemental Indenture No. 8, dated as of October 1, 2024 by and among Expand Energy Corporation, the guarantors party thereto and Regions Bank, as trustee (incorporated by reference to Exhibit 4.29 of the Company’s Current Report on Form 8-K, filed with the SEC on October 1, 2024).

Exhibit 4.29 EIGHTH SUPPLEMENTAL INDENTURE TO BASE INDENTURE DATED AUGUST 30, 2021 SOUTHWESTERN ENERGY COMPANY 4.750% SENIOR NOTES DUE 2032 Eighth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2024, among (a) Expand Energy Corporation, an Oklahoma corporation (the “New Issuer”), (b) each of the entities listed on the signature pages hereto as a “New Guarantor,” and

Supplemental Indenture No. 7, dated as of October 1, 2024 by and among Expand Energy Corporation, the guarantors party thereto and Regions Bank, as trustee (incorporated by reference to Exhibit 4.28 of the Company’s Current Report on Form 8-K, filed with the SEC on October 1, 2024).

  Exhibit 4.28   SEVENTH SUPPLEMENTAL INDENTURE TO BASE INDENTURE DATED AUGUST 30, 2021 SOUTHWESTERN ENERGY COMPANY 5.375% SENIOR NOTES DUE 2030   Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2024, among (a) Expand Energy Corporation, an Oklahoma corporation (the “New Issuer”), (b) each of the entities listed on the signature pages hereto as a “New Guarant

Supplemental Indenture No. 9, dated as of October 1, 2024, by and among Expand Energy Corporation, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.20 of the Company’s Current Report on Form 8-K, filed with the SEC on October 1, 2024).

Exhibit 4.20 NINTH SUPPLEMENTAL INDENTURE TO BASE INDENTURE DATED SEPTEMBER 25, 2017 SOUTHWESTERN ENERGY COMPANY 8.375% SENIOR NOTES DUE 2028 Ninth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2024, among (a) Expand Energy Corporation, an Oklahoma corporation (the “New Issuer”), (b) each of the entities listed on the signature pages hereto as a “New Guarantor,” an

Supplemental Indenture No. 3, dated as of October 1, 2024 by and among Expand Energy Corporation, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.33 of the Company’s Current Report on Form 8-K, filed with the SEC on October 1, 2024).

Exhibit 4.33 THIRD SUPPLEMENTAL INDENTURE TO BASE INDENTURE DATED FEBRUARY 5, 2021 Expand Energy Corporation Third Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2024, among Expand Energy Corporation , an Oklahoma corporation (the “New Issuer”), each of the entities listed on the signature pages hereto as “New Guarantors” (each, “New Subsidiary” or “New Guarantor”)

Supplemental Indenture No. 9, dated as of October 1, 2024 by and among Expand Energy Corporation, the guarantors party thereto and Regions Bank, as trustee (incorporated by reference to Exhibit 4.10 of the Company’s Current Report on Form 8-K, filed with the SEC on October 1, 2024).

Exhibit 4.10 NINTH SUPPLEMENTAL INDENTURE TO BASE INDENTURE DATED JANUARY 25, 2015 SOUTHWESTERN ENERGY COMPANY 4.950% SENIOR NOTES DUE 2025 Ninth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2024, among (a) Expand Energy Corporation, an Oklahoma corporation (the “New Issuer”), (b) each of the entities listed on the signature pages hereto as a “New Guarantor,” and

Supplemental Indenture No. 5, dated as of October 1, 2024 by and among Expand Energy Corporation, the guarantors party thereto and Wilmington Trust, National Association, a national banking association, as trustee (incorporated by reference to Exhibit 4.36 of the Company’s Current Report on Form 8-K, filed with the SEC on October 1, 2024).

Exhibit 4.36 FIFTH SUPPLEMENTAL INDENTURE TO INDENTURE DATED APRIL 7, 2021 EXPAND ENERGY CORPORATION Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2024, among Expand Energy Corporation, an Oklahoma corporation formerly known as Chesapeake Energy Corporation (the “New Issuer”), each of the entities listed on the signature pages hereto as “New Guarantors” (each

Supplemental Indenture No. 6, dated as of October 1, 2024 by and among Expand Energy Corporation, the guarantors party thereto and Regions Bank, as trustee (incorporated by reference to Exhibit 4.27 of the Company’s Current Report on Form 8-K, filed with the SEC on October 1, 2024).

Exhibit 4.27 SIXTH SUPPLEMENTAL INDENTURE TO BASE INDENTURE DATED AUGUST 30, 2021 SOUTHWESTERN ENERGY COMPANY 5.375% SENIOR NOTES DUE 2029 Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of October 1, 2024, among (a) Expand Energy Corporation, an Oklahoma corporation (the “New Issuer”), (b) each of the entities listed on the signature pages hereto as a “New Guarantor,” and c

Third Amended and Restated Bylaws of Expand Energy Corporation.

Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF EXPAND ENERGY CORPORATION (an Oklahoma corporation) (dated October 1, 2024) TABLE OF CONTENTS Page Article I Shareholders’ Meetings 1 Section 1.1 Place of Meetings 1 Section 1.2 Annual Meeting 1 Section 1.3 Special Meetings 1 Section 1.4 Notice of Meetings 3 Section 1.5 Adjournments 3 Section 1.6 Quorum 3 Section 1.7 Voting 3 Section 1.8 List of Sha

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): October 1, 2024 EXPAND ENERGY COR

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): October 1, 2024 EXPAND ENERGY CORPORATION (Exact name of registrant as specified in its charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Commissi

Chesapeake Energy and Southwestern Energy Complete Merger and Provide Third Quarter Earnings Conference Call Information, Company Rebranded as Expand Energy

Exhibit 99.1 NEWS RELEASE Chesapeake Energy and Southwestern Energy Complete Merger and Provide Third Quarter Earnings Conference Call Information, Company Rebranded as Expand Energy OKLAHOMA CITY, October 1, 2024 – Chesapeake Energy Corporation (NASDAQ: CHK) and Southwestern Energy Company (NYSE: SWN) today closed on their previously announced combination. The combined company has been rebranded

Financial Statements and Exhibits, Other Events

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): September 25, 2024 Chesapeake Energy Corporation (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of (Commission File No

Chesapeake Energy Corporation and Southwestern Energy Company Combination Expected to Close in the First Week of October Hart-Scott-Rodino Act waiting period has expired Company to be rebranded as Expand Energy and trade on NASDAQ under “EXE” ticker

Exhibit 99.1 NEWS RELEASE Chesapeake Energy Corporation and Southwestern Energy Company Combination Expected to Close in the First Week of October Hart-Scott-Rodino Act waiting period has expired Company to be rebranded as Expand Energy and trade on NASDAQ under “EXE” ticker symbol OKLAHOMA CITY/SPRING, September 26, 2024 – Chesapeake Energy Corporation (NASDAQ: CHK) and Southwestern Energy Compan

Chesapeake Energy Corporation and Southwestern Energy Company Combination Expected to Close in the First Week of October Hart-Scott-Rodino Act waiting period has expired Company to be rebranded as Expand Energy and trade on NASDAQ under “EXE” ticker

Exhibit 99.1 NEWS RELEASE Chesapeake Energy Corporation and Southwestern Energy Company Combination Expected to Close in the First Week of October Hart-Scott-Rodino Act waiting period has expired Company to be rebranded as Expand Energy and trade on NASDAQ under “EXE” ticker symbol OKLAHOMA CITY/SPRING, September 26, 2024 – Chesapeake Energy Corporation (NASDAQ: CHK) and Southwestern Energy Compan

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): September 25, 2024 Chesapeake Ene

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): September 25, 2024 Chesapeake Energy Corporation (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of (Commission File No

XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

UNITED STATES U.S. Federal Government [Member] Oil And Natural Gas [Member]

XBRL INSTANCE DOCUMENT

iso4217:USD 0000895126 chk:U.S.FederalGovernmentMember country:US 2023-01-01 2023-12-31 0000895126 2023-01-01 2023-12-31 0000895126 1 2023-01-01 2023-12-31 191675000 191675000 191675000 191675000 2.01 SD false 0000895126 CHESAPEAKE ENERGY CORPORATION 2023-12-31 USD 191675000 rxp:Taxes country:US chk:U.S.FederalGovernmentMember chk:OilAndNaturalGasMember Well

Disclosure of Payments by Resource Extraction Issuers

Exhibit 2.01 Disclosure of Payments by Resource Extraction Issuers The type and total amount of such payments, by payment type listed in paragraph (d)(9)(iii) of Item 2.01 of Form SD, made for each applicable project of the resource extraction issuer relating to the commercial development of oil, natural gas, or minerals is presented within the table below. All payments were made in U.S. dollars a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT CHESAPEAKE ENERGY CORPORATION (Exact name of registrant as specified in its charter) Oklahoma 001-13726 73-1395733 (State or other jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT CHESAPEAKE ENERGY CORPORATION (Exact name of registrant as specified in its charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 6100 North Western Avenue, Oklahoma City, Oklahoma 73

Agreement No. 1 and Borrowing Base Agreement, dated as of April 29, 2024, among Chesapeake Energy Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders and other parties thereto.

Exhibit 10.1 Execution Version AMENDMENT NO. 1 AND BORROWING BASE AGREEMENT This AMENDMENT NO. 1 AND BORROWING BASE AGREEMENT (this “Agreement”) dated as of April 29, 2024, is among CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the “Borrower”), each of the Subsidiary Guarantors party hereto, each of the undersigned financial institutions party hereto, and JPMORGAN CHASE BANK, N.A., as Ad

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 29, 2024 CHESAPEAKE ENERGY CORPORATION (Exact name of registrant as specified in its Charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Commis

CHESAPEAKE ENERGY CORPORATION REPORTS SECOND QUARTER 2024 RESULTS

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE JULY 29, 2024 CHESAPEAKE ENERGY CORPORATION REPORTS SECOND QUARTER 2024 RESULTS OKLAHOMA CITY, July 29, 2024 – Chesapeake Energy Corporation (NASDAQ:CHK) today reported second quarter 2024 financial and operating results. •Net cash provided by operating activities of $209 million •Net loss of $227 million, or $1.73 per fully diluted share; a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13726 CHESAPEAKE ENERGY CORPORATIO

Submission of Matters to a Vote of Security Holders

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): June 18, 2024 Chesapeake Energy Corporation (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction (Commission File No.) (IRS

Filed by Chesapeake Energy Corporation

Filed by Chesapeake Energy Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Southwestern Energy Company SEC File No.

Other Events

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): June 7, 2024 Chesapeake Energy Corporation (Exact Name of Registrant as Specified in Charter) Oklahoma 1-13726 73-1395733 (State or Other Jurisdiction (Commission (IRS Employer of Inc

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): June 7, 2024 Chesapeake Energy Co

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): June 7, 2024 Chesapeake Energy Corporation (Exact Name of Registrant as Specified in Charter) Oklahoma 1-13726 73-1395733 (State or Other Jurisdiction (Commission (IRS Employer of Inc

Submission of Matters to a Vote of Security Holders

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): June 6, 2024 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commissio

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-277555 MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT Dear Shareholders of Chesapeake Energy Corporation and Southwestern Energy Company: On behalf of the boards of directors of Chesapeake Energy Corporation (“Chesapeake”) and Southwestern Energy Company (“Southwestern”), we are pleased to enclose the accompanying joint proxy

CHESAPEAKE ENERGY CORPORATION 6100 North Western Avenue Oklahoma City, Oklahoma 73118 (405) 848-8000

CHESAPEAKE ENERGY CORPORATION 6100 North Western Avenue Oklahoma City, Oklahoma 73118 (405) 848-8000 May 16, 2024 Via Edgar Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

On May 7, 2024, Domenic J. Dell’Osso Jr., President and Chief Executive Officer of Chesapeake Energy Corporation (“Chesapeake”) sent an email to Chesapeake employees, which contained the following:

Filed by Chesapeake Energy Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Southwestern Energy Company (SEC File No.

As filed with the Securities and Exchange Commission on May 7, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 7, 2024 Registration No.

Consent of Goldman Sachs & Co. LLC.

Exhibit 99.2 200 West Street | New York, NY 10282-2198 Tel: 212-902-1000 | Fax: 212-902-3000 May 7, 2024 Board of Directors Southwestern Energy Company 10000 Energy Drive Spring, TX 77389 Re: Amendment No. 2 to Registration Statement on Form S-4 of Chesapeake Energy Corporation (File No. 333- 277555), filed May 7, 2024 (the “Amended Registration Statement”) Ladies and Gentlemen: Reference is made

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811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh May 7, 2024 Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Madr

The following communication was published on Chesapeake Energy Corporation’s intranet on May 7, 2024 for information regarding the proposed merger between Chesapeake Energy Corporation and Southwestern Energy Company.

Filed by Chesapeake Energy Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Southwestern Energy Company (SEC File No.

The following is a transcript of a conference call hosted by Chesapeake Energy Corporation on May 1, 2024.

Filed by Chesapeake Energy Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Southwestern Energy Company (SEC File No.

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): April 30, 2024 CHESAPEAKE ENERGY

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): April 30, 2024 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Commi

CHESAPEAKE ENERGY CORPORATION REPORTS FIRST QUARTER 2024 RESULTS

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE APRIL 30, 2024 CHESAPEAKE ENERGY CORPORATION REPORTS FIRST QUARTER 2024 RESULTS OKLAHOMA CITY, April 30, 2024 – Chesapeake Energy Corporation (NASDAQ:CHK) today reported first quarter 2024 financial and operating results. •Net income of $26 million, or $0.18 per fully diluted share; adjusted net income(1) of $80 million, or $0.56 per share •

Table of Contents: Page Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Cash Flows 4 Natural Gas, Oil and NGL Production and Average Sales Prices 5 Capital Expenditures Ac

Exhibit 99.2 CHESAPEAKE ENERGY CORPORATION - SUPPLEMENTAL TABLES Table of Contents: Page Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Cash Flows 4 Natural Gas, Oil and NGL Production and Average Sales Prices 5 Capital Expenditures Accrued 5 Non-GAAP Financial Measures 6 Reconciliation of Net Income to Adjusted Net In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13726 CHESAPEAKE ENERGY CORPORATI

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive Proxy Statement Defin

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defin

As filed with the Securities and Exchange Commission on April 11, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 11, 2024 Registration No.

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811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com April 11, 2024 FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. M

Consent of Shameek Konar, as a designee to Chesapeake’s board of directors.

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Chesapeake Energy Corporation of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Consent of Catherine A. Kehr, as a designee to Chesapeake’s board of directors.

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Chesapeake Energy Corporation of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Consent of John D. Gass, as a designee to Chesapeake’s board of directors.

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Chesapeake Energy Corporation of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Consent of Anne Taylor, as a designee to Chesapeake’s board of directors.

Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Chesapeake Energy Corporation of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Consent of Netherland, Sewell & Associates, Inc. relating to Southwestern Energy Company.

Exhibit 23.7 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the inclusion in or incorporation by reference into the Registration Statement on Form S-4 (including any amendments or supplements thereto, related appendices, and financial statements) of Chesapeake Energy Corporation of our audit letter, dated February 14, 2024, with respect to estimates of reserves and

Consent of Goldman Sachs & Co. LLC.

Exhibit 99.2 200 West Street | New York, NY 10282-2198 Tel: 212-902-1000 | Fax: 212-902-3000 April 11, 2024 Board of Directors Southwestern Energy Company 10000 Energy Drive Spring, TX 77389 Re: Amendment No. 1 to Registration Statement on Form S-4 of Chesapeake Energy Corporation (File No. 333-277555), filed April 11, 2024 (the “Amended Registration Statement”) Ladies and Gentlemen: Reference is

Financial Statements and Exhibits, Other Events

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): April 5, 2024 (April 4, 2024) Chesapeake Energy Corporation (Exact Name of Registrant as Specified in Charter) Oklahoma 1-13726 73-1395733 (State or Other Jurisdiction (Commission (IR

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): April 5, 2024 (April 4, 2024) Che

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): April 5, 2024 (April 4, 2024) Chesapeake Energy Corporation (Exact Name of Registrant as Specified in Charter) Oklahoma 1-13726 73-1395733 (State or Other Jurisdiction (Commission (IR

Filed by Chesapeake Energy Corporation

Filed by Chesapeake Energy Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Southwestern Energy Company (SEC File No.

List of subsidiaries of Chesapeake Energy Corporation.

Exhibit 21 CHESAPEAKE ENERGY CORPORATION an Oklahoma Corporation SIGNIFICANT SUBSIDIARIES* Limited Liability Companies State of Organization Chesapeake Operating, L.

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-4 (Form Type) Chesapeake Energy Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

Form of Proxy Card for Special Meeting of Southwestern Energy Company.

Exhibit 99.4 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V33306-TBD Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciar

Form of Proxy Card for Special Meeting of Chesapeake Energy Corporation.

Exhibit 99.3 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V33860-S83740 For Against Abstain For Against Abstain For Against Abstain ! ! ! ! ! ! CHESAPEAKE ENERGY CORPORATION 6100 NORTH WESTER

As filed with the Securities and Exchange Commission on February 29, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 29, 2024 Registration No.

Consent of Netherland, Sewell & Associates, Inc. relating to Southwestern Energy Company.

Exhibit 23.7 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the inclusion in or incorporation by reference into the Registration Statement on Form S-4 (including any amendments or supplements thereto, related appendices, and financial statements) of Chesapeake Energy Corporation of our audit letter, dated February 14, 2024, with respect to estimates of reserves and

Chesapeake Energy Corporation (CHK)

Chesapeake Energy Corporation (CHK) Q4 2023 Earnings Call Raw Transcript 21-Feb-2024 Filed by Chesapeake Energy Corporation Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Southwestern Energy Company (SEC File No.

Mine Safety Disclosure

Exhibit 95.1 Mine Safety Disclosure Exhibit Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (as amended by

Audit Letter of Netherland, Sewell & Associates, Inc.

Exhibit 99.1 EXECUTIVE CHAIRMAN C.H. (SCOTT) REES III DANNY D. SIMMONS CHIEF EXECUTIVE OFFICER RICHARD B. TALLEY, JR. PRESIDENT & COO ERIC J. STEVENS EXECUTIVE COMMITTEE ROBERT C. BARG P. SCOTT FROST JOHN G. HATTNER JOSEPH J. SPELLMAN February 5, 2024 Mr. Nick Penner Chesapeake Energy Corporation 6100 North Western Avenue Oklahoma City, OK 73118 Dear Mr. Penner: In accordance with your request, we

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13726 CHESAPEAKE ENERGY CORPORATION (E

Chesapeake Energy Corporation Clawback Policy

Exhibit 97.1 CHESAPEAKE ENERGY CORPORATION CLAWBACK POLICY (Effective September 9, 2023) PURPOSE Chesapeake Energy Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Compensation Commi

Subsidiaries of Chesapeake Energy Corporation.

Exhibit 21 CHESAPEAKE ENERGY CORPORATION an Oklahoma Corporation SIGNIFICANT SUBSIDIARIES* Limited Liability Companies State of Organization Chesapeake Operating, L.

CHESAPEAKE REPORTS FOURTH QUARTER AND FULL-YEAR 2023 FINANCIAL AND OPERATING RESULTS AND ISSUES 2024 OUTLOOK

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE FEBRUARY 20, 2024 CHESAPEAKE REPORTS FOURTH QUARTER AND FULL-YEAR 2023 FINANCIAL AND OPERATING RESULTS AND ISSUES 2024 OUTLOOK OKLAHOMA CITY, February 20, 2024 – Chesapeake Energy Corporation (NASDAQ:CHK) today reported fourth quarter and full-year 2023 results and issued 2024 guidance. Fourth Quarter 2023 Highlights: •Net cash provided by o

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 20, 2024 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Co

Table of Contents: Page Consolidated Balance Sheets 2 Consolidated Statements of Operations 3 Consolidated Statements of Cash Flows 4 Natural Gas, Oil and NGL Production and Average Sales Prices 5 Capital Expenditures Accrued 6 Non-GAAP Financial Mea

Exhibit 99.2 CHESAPEAKE ENERGY CORPORATION - SUPPLEMENTAL TABLES Table of Contents: Page Consolidated Balance Sheets 2 Consolidated Statements of Operations 3 Consolidated Statements of Cash Flows 4 Natural Gas, Oil and NGL Production and Average Sales Prices 5 Capital Expenditures Accrued 6 Non-GAAP Financial Measures 7 Reconciliation of Adjusted Net Income 8 Reconciliation of Adjusted Diluted Ea

CHK / Chesapeake Energy Corporation / Aequim Alternative Investments LP Passive Investment

SC 13G/A 1 chesapeake13gamd1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Chesapeake Energy Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 165167735 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

CHK / Chesapeake Energy Corporation / OAKTREE HOLDINGS, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* Chesapeake Energy Corp (Name of Issuer) Common Stock, $0.01, par value per share (Title of Class of Securities) 165167735 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the

CHK / Chesapeake Energy Corporation / Rees-Jones Trevor D. - SC 13G/A Passive Investment

SC 13G/A 1 d764917dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Chesapeake Energy Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 165167735 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement

CHK / Chesapeake Energy Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0592-chesapeakeenergycorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Chesapeake Energy Corp Title of Class of Securities: Common Stock CUSIP Number: 165167735 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to d

CHK / Chesapeake Energy Corporation / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Chesapeake Energy Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 165167735 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

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): January 11, 2024 CHESAPEAKE ENERG

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): January 11, 2024 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commi

COPYRIGHT © 2024 S&P Global Market Intelligence, a division of S&P Global Inc. All rights reserved spglobal.com/marketintelligence 1 Chesapeake Energy Corporation NasdaqGS:CHK M&A Call Thursday, January 11, 2024 2:00 PM GMT Contents COPYRIGHT © 2024

Filed by Chesapeake Energy Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Southwestern Energy Company SEC File No.

Accelerating America’s Energy Reach January 11, 2024 | 1 OH PA WV PREMIER NATURAL GAS PORTFOLIO PA NY Accelerating America’s Energy Reach Fueling a More Affordable, Reliable and Lower Carbon Future Clear Industrial Logic with Complementary Positions

Filed by Chesapeake Energy Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Southwestern Energy Company SEC File No.

Agreement and Plan of Merger, dated as of January 10, 2024, among Chesapeake Energy Corporation, Hulk Merger Sub, Inc., Hulk LLC Sub, LLC, and Southwestern Energy Company.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among CHESAPEAKE ENERGY CORPORATION, HULK MERGER SUB, INC., HULK LLC SUB, LLC, and SOUTHWESTERN ENERGY COMPANY Dated as of January 10, 2024 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Terms Defined Elsewhere 2 Article II THE MERGER 5 Section 2.1 The Merger 5 Section 2.2 Closing 5 Sec

From: Chris Ayres Subject: Today's Announcement - CHK/SWN Merger Good Morning, This is a transformational day for us, announcing an all-stock combination with Southwestern Energy. I wanted to catch you early with some of the key highlights around thi

From: Chris Ayres Subject: Today's Announcement - CHK/SWN Merger Good Morning, This is a transformational day for us, announcing an all-stock combination with Southwestern Energy.

CHESAPEAKE ENERGY CORPORATION AND SOUTHWESTERN ENERGY TO COMBINE TO ACCELERATE AMERICA’S ENERGY REACH

Exhibit 99.1 FOR IMMEDIATE RELEASE JANUARY 11, 2024 CHESAPEAKE ENERGY CORPORATION AND SOUTHWESTERN ENERGY TO COMBINE TO ACCELERATE AMERICA’S ENERGY REACH OKLAHOMA CITY / SPRING, Texas – January 11, 2024 – Chesapeake Energy Corporation (NASDAQ:CHK) and Southwestern Energy Company (NYSE:SWN) today announced that they have entered into an agreement to merge in an all-stock transaction valued at $7.4

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): January 11, 2024 CHESAPEAKE ENERG

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): January 11, 2024 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commi

CHESAPEAKE ENERGY CORPORATION AND SOUTHWESTERN ENERGY TO COMBINE TO ACCELERATE AMERICA’S ENERGY REACH

Filed by Chesapeake Energy Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Southwestern Energy Company SEC File No.

Filed by Chesapeake Energy Corporation

Filed by Chesapeake Energy Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a 12 under the Securities Exchange Act of 1934 Subject Company: Southwestern Energy Company SEC File No.

Form of Chesapeake Energy Corporation Executive Letter Agreement.

Exhibit 10.1 January [●], 2024 To: [NAME] Dear [NAME]: Reference is hereby made to (i) that certain Agreement and Plan of Merger, dated as of the date of this letter agreement (the “Merger Agreement”) by and among the Chesapeake Energy Corporation (the “Company”), Hulk Merger Sub, Inc., Hulk LLC Sub, LLC and Southwestern Energy Company (“Southwestern”), pursuant to which the Company will, subject

Accelerating America’s Energy Reach January 11, 2024 | 1 OH PA WV PREMIER NATURAL GAS PORTFOLIO PA NY Accelerating America’s Energy Reach Fueling a More Affordable, Reliable and Lower Carbon Future Clear Industrial Logic with Complementary Positions

Filed by Chesapeake Energy Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Southwestern Energy Company SEC File No.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

Filed by Chesapeake Energy Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Southwestern Energy Company SEC File No.

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): January 11, 2024 CHESAPEAKE ENERG

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): January 11, 2024 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commi

Form of Chesapeake Energy Corporation Executive Letter Agreement.

Exhibit 10.1 January [●], 2024 To: [NAME] Dear [NAME]: Reference is hereby made to (i) that certain Agreement and Plan of Merger, dated as of the date of this letter agreement (the “Merger Agreement”) by and among the Chesapeake Energy Corporation (the “Company”), Hulk Merger Sub, Inc., Hulk LLC Sub, LLC and Southwestern Energy Company (“Southwestern”), pursuant to which the Company will, subject

Agreement and Plan of Merger, dated as of January 10, 2024, by and among Chesapeake Energy Corporation, Hulk Merger Sub, Inc., Hulk LLC Sub, LLC, and Southwestern Energy Company.*

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER among CHESAPEAKE ENERGY CORPORATION, HULK MERGER SUB, INC., HULK LLC SUB, LLC, and SOUTHWESTERN ENERGY COMPANY Dated as of January 10, 2024 TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Terms Defined Elsewhere 2 Article II THE MERGER 5 Section 2.1 The Merger 5 Section 2.2 Closing 5 Sec

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 30, 2023 CHESAPEAKE ENER

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 30, 2023 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13726 CHESAPEAKE ENERGY CORPO

CHESAPEAKE ENERGY CORPORATION REPORTS THIRD QUARTER 2023 RESULTS

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE OCTOBER 31, 2023 CHESAPEAKE ENERGY CORPORATION REPORTS THIRD QUARTER 2023 RESULTS OKLAHOMA CITY, October 31, 2023 – Chesapeake Energy Corporation (NASDAQ:CHK) today reported third quarter 2023 financial and operating results. •Net cash provided by operating activities of $506 million •Net income of $70 million, or $0.49 per diluted share (al

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): October 31, 2023 CHESAPEAKE ENERG

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): October 31, 2023 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 001-13726 73-1395733 (State or other jurisdiction of incorporation) (Com

Table of Contents: Page Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Cash Flows 4 Natural Gas, Oil and NGL Production and Average Sales Prices 5 Capital Expenditures Ac

Exhibit 99.2 CHESAPEAKE ENERGY CORPORATION - SUPPLEMENTAL TABLES Table of Contents: Page Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Cash Flows 4 Natural Gas, Oil and NGL Production and Average Sales Prices 5 Capital Expenditures Accrued 6 Non-GAAP Financial Measures 7 Reconciliation of Adjusted Net Income 8 Reconci

CHESAPEAKE ENERGY CORPORATION ANNOUNCES SALE OF FINAL EAGLE FORD PACKAGE FOR $700 MILLION Total Proceeds from Eagle Ford Exit to Top $3.5 billion

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE AUGUST 14, 2023 CHESAPEAKE ENERGY CORPORATION ANNOUNCES SALE OF FINAL EAGLE FORD PACKAGE FOR $700 MILLION Total Proceeds from Eagle Ford Exit to Top $3.5 billion OKLAHOMA CITY, August 14, 2023 – Chesapeake Energy Corporation (NASDAQ:CHK) today announced that it has executed an agreement to sell its remaining Eagle Ford assets to SilverBow Re

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): August 11, 2023 CHESAPEAKE ENERGY

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): August 11, 2023 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commis

CHESAPEAKE ENERGY CORPORATION REPORTS 2023 SECOND QUARTER RESULTS

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE AUGUST 1, 2023 CHESAPEAKE ENERGY CORPORATION REPORTS 2023 SECOND QUARTER RESULTS OKLAHOMA CITY, August 1, 2023 – Chesapeake Energy Corporation (NASDAQ:CHK) today reported 2023 second quarter financial and operating results. •Net cash provided by operating activities of $515 million •Net income of $391 million, or $2.73 per diluted share (all

Table of Contents: Page Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Cash Flows 4 Natural Gas, Oil and NGL Production and Average Sales Prices 5 Capital Expenditures Ac

Exhibit 99.2 CHESAPEAKE ENERGY CORPORATION - SUPPLEMENTAL TABLES Table of Contents: Page Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Cash Flows 4 Natural Gas, Oil and NGL Production and Average Sales Prices 5 Capital Expenditures Accrued 6 Non-GAAP Financial Measures 7 Reconciliation of Adjusted Net Income 8 Reconci

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): August 1, 2023 CHESAPEAKE ENERGY

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): August 1, 2023 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13726 CHESAPEAKE ENERGY CORPORATIO

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): June 8, 2023 CHESAPEAKE ENERGY CO

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): June 8, 2023 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commissio

* * * * *

Mohit Singh Executive Vice President and Chief Financial Officer 6100 North Western Avenue Oklahoma City, Oklahoma 73118 May 17, 2023 Via EDGAR Office of Energy & Transportation Division of Corporation Finance U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13726 CHESAPEAKE ENERGY CORPORATI

Table of Contents: Page Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Cash Flows 4 Natural Gas, Oil and NGL Production and Average Sales Prices 5 Adjusted Gross Margin 6

Exhibit 99.2 CHESAPEAKE ENERGY CORPORATION - SUPPLEMENTAL TABLES Table of Contents: Page Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Cash Flows 4 Natural Gas, Oil and NGL Production and Average Sales Prices 5 Adjusted Gross Margin 6 Capital Expenditures Accrued 7 Non-GAAP Financial Measures 8 Reconciliation of Adjus

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): April 28, 2023 CHESAPEAKE ENERGY

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): April 28, 2023 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commiss

CHESAPEAKE ENERGY CORPORATION REPORTS 2023 FIRST QUARTER RESULTS

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE MAY 2, 2023 CHESAPEAKE ENERGY CORPORATION REPORTS 2023 FIRST QUARTER RESULTS OKLAHOMA CITY, May 2, 2023 – Chesapeake Energy Corporation (NASDAQ:CHK) today reported 2023 first quarter financial and operating results. •Net cash provided by operating activities of $889 million •Net income totaled $1,389 million, or $9.60 per diluted share; adju

Mine Safety Disclosure.

Exhibit 95.1 Mine Safety Disclosures Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act") and Item 104 of Regulation S-K (17 CFR 229.104) require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (as amende

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): May 2, 2023 CHESAPEAKE ENERGY COR

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): May 2, 2023 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commission

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) ☑ Definitive Proxy State

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

United States Securities and Exchange Commission Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive Proxy Statement Defin

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): March 20, 2023 CHESAPEAKE ENERGY

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): March 20, 2023 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commiss

Subsidiaries of Chesapeake Energy Corporation.

Exhibit 21 CHESAPEAKE ENERGY CORPORATION an Oklahoma Corporation SIGNIFICANT SUBSIDIARIES* Limited Liability Companies State of Organization Chesapeake Exploration, L.

Mine Safety Disclosures

Exhibit 95.1 Mine Safety Disclosures Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act") and Item 104 of Regulation S-K (17 CFR 229.104) require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (as amende

ell & Associates, Inc

Exhibit 99.1 EXECUTIVE CHAIRMAN C.H. (SCOTT) REES III DANNY D. SIMMONS CHIEF EXECUTIVE OFFICER RICHARD B. TALLEY, JR. PRESIDENT & COO ERIC J. STEVENS EXECUTIVE COMMITTEE ROBERT C. BARG P. SCOTT FROST JOHN G. HATTNER JOSEPH J. SPELLMAN February 9, 2023 Mr. Nick Penner Chesapeake Energy Corporation 6100 North Western Avenue Oklahoma City, OK 73118 Dear Mr. Penner: In accordance with your request, we

annual report on Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-13726 CHESAPEAKE ENERGY CORPORATION (E

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): February 17, 2023 CHESAPEAKE ENER

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): February 17, 2023 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Comm

CHESAPEAKE REPORTS FOURTH QUARTER AND FULL-YEAR 2022 FINANCIAL AND OPERATING RESULTS AND ISSUES 2023 OUTLOOK

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE FEBRUARY 21, 2023 CHESAPEAKE REPORTS FOURTH QUARTER AND FULL-YEAR 2022 FINANCIAL AND OPERATING RESULTS AND ISSUES 2023 OUTLOOK OKLAHOMA CITY, February 21, 2023 – Chesapeake Energy Corporation (NASDAQ:CHK) today reported fourth quarter and full-year 2022 results and issued 2023 guidance. Fourth Quarter 2022 Highlights: •Net cash provided by o

CHESAPEAKE ENERGY CORPORATION ANNOUNCES SALE OF SECOND EAGLE FORD PACKAGE FOR $1.4 BILLION

Exhibit 99.3 N E W S R E L E A S E FOR IMMEDIATE RELEASE FEBRUARY 21, 2023 CHESAPEAKE ENERGY CORPORATION ANNOUNCES SALE OF SECOND EAGLE FORD PACKAGE FOR $1.4 BILLION OKLAHOMA CITY, February 21, 2023 – Chesapeake Energy Corporation (NASDAQ:CHK) today announced that it has executed an agreement to sell a portion of its remaining Eagle Ford asset to INEOS Energy for $1.4 billion. “Today marks another

Table of Contents: Page Consolidated Balance Sheets 2 Consolidated Statements of Operations 3 Consolidated Statements of Cash Flows 5 Natural Gas, Oil and NGL Production and Average Sales Prices 7 Adjusted Gross Margin 9 Capital Expenditures Accrued

Exhibit 99.2 CHESAPEAKE ENERGY CORPORATION - SUPPLEMENTAL TABLES Table of Contents: Page Consolidated Balance Sheets 2 Consolidated Statements of Operations 3 Consolidated Statements of Cash Flows 5 Natural Gas, Oil and NGL Production and Average Sales Prices 7 Adjusted Gross Margin 9 Capital Expenditures Accrued 11 Non-GAAP Financial Measures 12 Reconciliation of Adjusted Net Income 13 Reconcilia

CHK / Chesapeake Energy Corp / OAKTREE HOLDINGS, LLC - AMENDMENT NO. 2 Passive Investment

SC 13G/A 1 eh23032555913ga2-cpk.htm AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Chesapeake Energy Corp (Name of Issuer) Common Stock, $0.01, par value per share (Title of Class of Securities) 165167735 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this St

CHK / Chesapeake Energy Corp / PRUDENTIAL FINANCIAL INC Passive Investment

SC 13G/A 1 cheas.htm DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment # 2 Name of Issuer: Chesapeake Energy Corp Title of Class of Securities: Common Stock CUSIP Number: 165167735 1) NAME AND I.R.S. IDENTIFICATION NO. OF REPORTING PERSON Prudential Financial, Inc. 22-3703799 2.) MEMBER OF A GROUP:

CHK / Chesapeake Energy Corp / Capital World Investors - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Chesapeake Energy Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 165167735 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

JOINT FILING AGREEMENT

EX-99.A 2 d459895dex99a.htm EX-99.A Exhibit A JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder

CHK / Chesapeake Energy Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0570-chesapeakeenergycorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Chesapeake Energy Corp. Title of Class of Securities: Common Stock CUSIP Number: 165167735 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to

CHK / Chesapeake Energy Corp / Blackstone Holdings III L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d459895dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Chesapeake Energy Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 165167735 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement

CHK / Chesapeake Energy Corp / FRANKLIN RESOURCES INC Passive Investment

SC 13G/A 1 ches22a41.htm CUSIP NO. 165167735 13G Page 1 of 13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* CHESAPEAKE ENERGY CORPORATION (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 165167735 (CUSIP Number) December 31, 2022 (Date of Event Which Requires F

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): January 17, 2023 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commi

CHESAPEAKE ENERGY CORPORATION ANNOUNCES SALE OF INITIAL EAGLE FORD PACKAGE FOR $1.425 BILLION

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE JANUARY 18, 2023 CHESAPEAKE ENERGY CORPORATION ANNOUNCES SALE OF INITIAL EAGLE FORD PACKAGE FOR $1.425 BILLION OKLAHOMA CITY, January 18, 2023 – Chesapeake Energy Corporation (NASDAQ:CHK) today announced that it has entered into an agreement to sell the Brazos Valley region of its Eagle Ford asset to WildFire Energy I LLC for $1.425 billion.

CHK / Chesapeake Energy Corp / Aequim Alternative Investments LP Passive Investment

SC 13G 1 chesapeake13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Chesapeake Energy Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 165167735 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 9, 2022 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commi

Credit Agreement, dated as of December 9, 2022, among Chesapeake Energy Corporation, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto.

Exhibit 10.1 CREDIT AGREEMENT, dated as of December 9, 2022 among CHESAPEAKE ENERGY CORPORATION as Borrower The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent, JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC., CITIBANK, N.A., MIZUHO BANK, LTD., PNC CAPITAL MARKETS LLC, RBC CAPITAL MARKETS1, TD SECURITIES (USA) LLC, TRUIST SECURITIES, INC. and WELLS FARGO SECURITIES, LLC as

CHESAPEAKE ENERGY CORPORATION ANNOUNCES NEW SENIOR SECURED RESERVE-BASED REVOLVING CREDIT FACILITY

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE DECEMBER 12, 2022 CHESAPEAKE ENERGY CORPORATION ANNOUNCES NEW SENIOR SECURED RESERVE-BASED REVOLVING CREDIT FACILITY OKLAHOMA CITY, December 12, 2022 ? Chesapeake Energy Corporation (NASDAQ:CHK) (the Company) today announced the closing of a new senior secured reserve-based revolving credit facility (the Credit Agreement), which replaces the

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 1, 2022 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commi

Mine Safety Disclosur

Exhibit 95.1 Mine Safety Disclosures Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act") and Item 104 of Regulation S-K (17 CFR 229.104) require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977 (as amende

CHESAPEAKE ENERGY CORPORATION REPORTS 2022 THIRD QUARTER RESULTS

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE NOVEMBER 1, 2022 CHESAPEAKE ENERGY CORPORATION REPORTS 2022 THIRD QUARTER RESULTS OKLAHOMA CITY, November 1, 2022 ? Chesapeake Energy Corporation (NASDAQ:CHK) today reported 2022 third quarter financial and operating results. The company plans to host a conference call to discuss results at 9 a.m. EDT, on Wednesday, November 2, 2022. In addi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-13726 CHESAPEAKE ENERGY CORPORA

2022 Projections Total production: Oil - mbbls per day 51 - 56 NGL - mbbls per day 15 - 18 Natural gas - mmcf per day 3,600 - 3,680 Total daily rate - mmcfe per day 4,020 - 4,140 Estimated basis to NYMEX prices, based on 10/27/22 strip prices: Oil -

CHESAPEAKE ENERGY CORPORATION - MANAGEMENT?S OUTLOOK AS OF NOVEMBER 1, 2022 Chesapeake periodically provides guidance on certain factors that affect the company?s future financial performance.

Table of Contents: Page Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Cash Flows 5 Natural Gas, Oil and NGL Production and Average Sales Prices 7 Adjusted Gross Margin 9

Exhibit 99.2 CHESAPEAKE ENERGY CORPORATION - SUPPLEMENTAL TABLES Table of Contents: Page Condensed Consolidated Balance Sheets 2 Condensed Consolidated Statements of Operations 3 Condensed Consolidated Statements of Cash Flows 5 Natural Gas, Oil and NGL Production and Average Sales Prices 7 Adjusted Gross Margin 9 Capital Expenditures Accrued 11 Natural Gas and Oil Hedging Positions 12 Non-GAAP Fi

CHESAPEAKE ENERGY CORPORATION ANNOUNCES EXPIRATION AND RESULTS OF ITS EXCHANGE OFFERS RELATING TO ITS WARRANTS

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE OCTOBER 10, 2022 CHESAPEAKE ENERGY CORPORATION ANNOUNCES EXPIRATION AND RESULTS OF ITS EXCHANGE OFFERS RELATING TO ITS WARRANTS OKLAHOMA CITY, October 10, 2022 – Chesapeake Energy Corporation (NASDAQ:CHK) (“Chesapeake” or the “Company”) today announced the expiration and results of its previously announced exchange offers (each, an “Offer,”

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): October 10, 2022 CHESAPEAKE ENERG

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): October 10, 2022 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commi

CHESAPEAKE ENERGY CORPORATION ANNOUNCES EXPIRATION AND RESULTS OF ITS EXCHANGE OFFERS RELATING TO ITS WARRANTS

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE OCTOBER 10, 2022 CHESAPEAKE ENERGY CORPORATION ANNOUNCES EXPIRATION AND RESULTS OF ITS EXCHANGE OFFERS RELATING TO ITS WARRANTS OKLAHOMA CITY, October 10, 2022 – Chesapeake Energy Corporation (NASDAQ:CHK) (“Chesapeake” or the “Company”) today announced the expiration and results of its previously announced exchange offers (each, an “Offer,”

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): October 10, 2022 CHESAPEAKE ENERG

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): October 10, 2022 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Chesapeake Energy Corporation (Name of Subject Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Chesapeake Energy Corporation (Name of Subject Company and Filing Person (Issuer)) Class A Warrants to Purchase Common Stock Class B Warrants to Purchase Common Stock Class C Warrants to Purchase Common

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): October 7, 2022 CHESAPEAKE ENERGY

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): October 7, 2022 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commis

CHESAPEAKE ENERGY CORPORATION ANNOUNCES FINAL EXCHANGE CONSIDERATION FOR ITS EXCHANGE OFFERS RELATING TO ITS WARRANTS

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE OCTOBER 7, 2022 CHESAPEAKE ENERGY CORPORATION ANNOUNCES FINAL EXCHANGE CONSIDERATION FOR ITS EXCHANGE OFFERS RELATING TO ITS WARRANTS OKLAHOMA CITY, October 7, 2022 ? Chesapeake Energy Corporation (NASDAQ:CHK) (?Chesapeake? or the ?Company?) today announced the final figures that make up the exchange consideration for its previously announce

CHESAPEAKE ENERGY CORPORATION Offers to Exchange Class A Warrants, Class B Warrants, and Class C Warrants to Acquire Shares of Common Stock of Chesapeake Energy Corporation for Shares of Common Stock of Chesapeake Energy Corporation THE OFFER PERIODS

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3) ?Registration Statement No. 333-266961? PROSPECTUS/OFFERS TO EXCHANGE CHESAPEAKE ENERGY CORPORATION Offers to Exchange Class A Warrants, Class B Warrants, and Class C Warrants to Acquire Shares of Common Stock of Chesapeake Energy Corporation for Shares of Common Stock of Chesapeake Energy Corporation THE OFFER PERIODS (AS DEFINED BELOW) AND WITH

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 7, 2022 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commis

CHESAPEAKE ENERGY CORPORATION ANNOUNCES FINAL EXCHANGE CONSIDERATION FOR ITS EXCHANGE OFFERS RELATING TO ITS WARRANTS

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE OCTOBER 7, 2022 CHESAPEAKE ENERGY CORPORATION ANNOUNCES FINAL EXCHANGE CONSIDERATION FOR ITS EXCHANGE OFFERS RELATING TO ITS WARRANTS OKLAHOMA CITY, October 7, 2022 ? Chesapeake Energy Corporation (NASDAQ:CHK) (?Chesapeake? or the ?Company?) today announced the final figures that make up the exchange consideration for its previously announce

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 16, 2022 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commission File No.

CHESAPEAKE ENERGY CORPORATION ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENT FOR ITS EXCHANGE OFFERS RELATING TO WARRANTS

Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE SEPTEMBER 16, 2022 CHESAPEAKE ENERGY CORPORATION ANNOUNCES EFFECTIVENESS OF REGISTRATION STATEMENT FOR ITS EXCHANGE OFFERS RELATING TO WARRANTS OKLAHOMA CITY, September 16, 2022 ? Chesapeake Energy Corporation (NASDAQ:CHK) (?Chesapeake? or the ?Company?) today announced that the registration statement on Form S-4 (the ?Registration Statement?) filed

CHESAPEAKE ENERGY CORPORATION Offers to Exchange Class A Warrants, Class B Warrants, and Class C Warrants to Acquire Shares of Common Stock of Chesapeake Energy Corporation for Shares of Common Stock of Chesapeake Energy Corporation THE OFFER PERIODS

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3) ?Registration Statement No. 333-266961? PROSPECTUS/OFFERS TO EXCHANGE CHESAPEAKE ENERGY CORPORATION Offers to Exchange Class A Warrants, Class B Warrants, and Class C Warrants to Acquire Shares of Common Stock of Chesapeake Energy Corporation for Shares of Common Stock of Chesapeake Energy Corporation THE OFFER PERIODS (AS DEFINED BELOW) AND WITH

CHESAPEAKE ENERGY CORPORATION 6100 North Western Avenue Oklahoma City, Oklahoma 73118

CHESAPEAKE ENERGY CORPORATION 6100 North Western Avenue Oklahoma City, Oklahoma 73118 September 14, 2022 Via Edgar U.

Form of Letters to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Exhibit 99.3 LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offers To Exchange Class A Warrants, Class B Warrants, and Class C Warrants to to Acquire Shares of Common Stock of CHESAPEAKE ENERGY CORPORATION for Shares of Common Stock of Chesapeake Energy Corporation THE OFFERS (AS DEFINED BELOW)AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN DAY

Form of Letter of Transmittal.

Exhibit 99.1 LETTER OF TRANSMITTAL Offers To Exchange Class A Warrants, Class B Warrants, and Class C Warrants to Acquire Shares of Common Stock of Chesapeake Energy Corporation for Shares of Common Stock of Chesapeake Energy Corporation THE OFFERS (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON OCTOBER 7, 2022 OR SUCH LATER TIME AND DATE TO WHICH WE M

Form of Notice of Voluntary Offering Instructions.

Exhibit 99.5 NOTICE OF VOLUNTARY OFFERING INSTRUCTIONS (VOI) CHESAPEAKE ENERGY CORPORATION OFFERS TO EXCHANGE CLASS A WARRANTS, CLASS B WARRANTS, AND CLASS C WARRANTS TO ACQUIRE SHARES OF COMMON STOCK OF CHESAPEAKE ENERGY CORPORATION FOR SHARES OF COMMON STOCK OF CHESAPEAKE ENERGY CORPORATION Pursuant to the Prospectus/Offers to Exchange Dated September 12, 2022 THE OFFERS (AS DEFINED BELOW) AND W

CHESAPEAKE ENERGY CORPORATION ANNOUNCES AMENDMENT OF EXCHANGE OFFERS RELATING TO WARRANTS

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE SEPTEMBER 12, 2022 CHESAPEAKE ENERGY CORPORATION ANNOUNCES AMENDMENT OF EXCHANGE OFFERS RELATING TO WARRANTS OKLAHOMA CITY, September 12, 2022 ? Chesapeake Energy Corporation (NASDAQ:CHK) (?Chesapeake? or the ?Company?) today announced that it has amended its previously announced exchange offers (each, an ?Offer,? and collectively, the ?Offe

Consent of Whitley Penn LLP, independent auditors of Tug Hill Marcellus, LLC.

Exhibit 23.8 CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in this Registration Statement on Amendment No. 2 to Form S-4 of Chesapeake Energy Corporation our report dated May 13, 2022, relating to the statements of revenues and direct operating expenses associated with certain oil and gas properties acquired by Chesapeake Energy Corporation from Tug Hill Marcellus, LL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Chesapeake Energy Corporation (Name of Subject Compan

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Chesapeake Energy Corporation (Name of Subject Company and Filing Person (Issuer)) Class A Warrants to Purchase Common Stock Class B Warrants to Purchase Common Stock Class C Warrants to Purchase C

As filed with the Securities and Exchange Commission on September 12, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 12, 2022 Registration No.

Form of Letters to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Exhibit 99.4 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offers To Exchange Class A Warrants, Class B Warrants, and Class C Warrants to Acquire Common Stock of CHESAPEAKE ENERGY CORPORATION for Shares of Common Stock of Chesapeake Energy Corporation THE OFFERS (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON OCTOBER

Consent of Netherland, Sewell & Associates, Inc.

Exhibit 23.10 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the inclusion in or incorporation by reference into the Registration Statement on Form S-4 (including any amendments or supplements thereto, related appendices, and financial statements) of Chesapeake Energy Corporation of our reserves report, dated March 3, 2022, with respect to estimates of reserves and

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 12, 2022 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commission File No.

* * * * *

811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh September 12, 2022 Dubai San Diego D?sseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore VIA EDGAR London Tel Aviv Los Angeles T

Form of Tender and Support Agreement, dated September 12, 2022, in connection with exchange offers for Warrant.

Exhibit 10.35 Execution Version TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT (this ?Agreement?), dated as of September 12, 2022, by and among Chesapeake Energy Corporation, an Oklahoma corporation (the ?Company?), and each of the persons listed on Schedule A hereto (collectively, the ?Warrant Holders,? and each a ?Warrant Holder?). W I T N E S S E T H: WHEREAS, as of the date hereof,

Form of Notice of Guaranteed Delivery.

Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY OF WARRANTS OF CHESAPEAKE ENERGY CORPORATION Pursuant to the Prospectus/Offers to Exchange dated September 12, 2022 This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept each Offer (as defined below) if: ? the procedure for book-entry transfer cannot be completed on a timely basis, or ? time will not permit al

Consent of LaRoche Petroleum Consultants, Ltd.

Exhibit 23.9 CONSENT OF LAROCHE PETROLEUM CONSULTANTS, LTD. We consent to the incorporation by reference in the Registration Statement on Form S-4 of Chesapeake Energy Corporation of our report for the Company and the references to our firm and said report, which appears in the Company?s Annual Report on Form 10-K for the year ended December 31, 2021. LaRoche Petroleum Consultants, Ltd. By: LPC, I

Consent of Whitley Penn LLP, independent auditors of Radler 2000 LP.

Exhibit 23.7 CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in this Registration Statement on Amendment No. 2 to Form S-4 of Chesapeake Energy Corporation of our report dated May 13, 2022, relating to the statements of revenues and direct operating expenses associated with certain oil and gas properties acquired by Chesapeake Energy Corporation from Radler 2000 Limited

CHK / Chesapeake Energy Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Chesapeake Energy Corp. Title of Class of Securities: Common Stock CUSIP Number: 165167735 Date of Event Which Requires Filing of this Statement: August 31, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Consent of Whitley Penn LLP, independent auditors of Tug Hill Marcellus, LLC.

Exhibit 23.8 CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in this Registration Statement on Amendment No. 1 to Form S-4 of Chesapeake Energy Corporation our report dated May 13, 2022, relating to the statements of revenues and direct operating expenses associated with certain oil and gas properties acquired by Chesapeake Energy Corporation from Tug Hill Marcellus, LL

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): August 31, 2022 CHESAPEAKE ENERGY

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): August 31, 2022 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commis

Form of Letters to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

EX-99.3 14 tm2223522d4ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offers To Exchange Class A Warrants, Class B Warrants, and Class C Warrants to to Acquire Shares of Common Stock of CHESAPEAKE ENERGY CORPORATION for Shares of Common Stock of Chesapeake Energy Corporation THE OFFERS (AS DEFINED BELOW)AND WITHDRAWAL

Form of Notice of Guaranteed Delivery.

Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY OF WARRANTS OF CHESAPEAKE ENERGY CORPORATION Pursuant to the Prospectus/Offers to Exchange dated August 31, 2022 This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept each Offer (as defined below) if: ? the procedure for book-entry transfer cannot be completed on a timely basis, or ? time will not permit all r

CHESAPEAKE ENERGY CORPORATION ANNOUNCES AMENDMENT OF EXCHANGE OFFERS RELATING TO WARRANTS

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE AUGUST 31, 2022 CHESAPEAKE ENERGY CORPORATION ANNOUNCES AMENDMENT OF EXCHANGE OFFERS RELATING TO WARRANTS OKLAHOMA CITY, August 31, 2022 ? Chesapeake Energy Corporation (NASDAQ:CHK) (?Chesapeake? or the ?Company?) today announced that it has amended its previously announced exchange offers (each, an ?Offer,? and collectively, the ?Offers?) r

Form of Letter of Transmittal.

Exhibit 99.1 LETTER OF TRANSMITTAL Offers To Exchange Class A Warrants, Class B Warrants, and Class C Warrants to Acquire Shares of Common Stock of Chesapeake Energy Corporation for Shares of Common Stock of Chesapeake Energy Corporation THE OFFERS (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON SEPTEMBER 30, 2022 OR SUCH LATER TIME AND DATE TO WHICH W

Financial Statements and Exhibits, Other Events

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): August 31, 2022 CHESAPEAKE ENERGY CORPORATION (Exact name of Registrant as specified in its Charter) Oklahoma 1-13726 73-1395733 (State or other jurisdiction of incorporation) (Commis

Consent of Whitley Penn LLP, independent auditors of Radler 2000 LP.

Exhibit 23.7 CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in this Registration Statement on Amendment No. 1 to Form S-4 of Chesapeake Energy Corporation of our report dated May 13, 2022, relating to the statements of revenues and direct operating expenses associated with certain oil and gas properties acquired by Chesapeake Energy Corporation from Radler 2000 Limited

Consent of LaRoche Petroleum Consultants, Ltd.

Exhibit 23.9 CONSENT OF LAROCHE PETROLEUM CONSULTANTS, LTD. We consent to the incorporation by reference in the Registration Statement on Form S-4 of Chesapeake Energy Corporation of our report for the Company and the references to our firm and said report, which appears in the Company?s Annual Report on Form 10-K for the year ended December 31, 2021. LaRoche Petroleum Consultants, Ltd. By: LPC, I

As filed with the Securities and Exchange Commission on August 31, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 31, 2022 Registration No.

Form of Letters to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Exhibit 99.4 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offers To Exchange Class A Warrants, Class B Warrants, and Class C Warrants to Acquire Common Stock of CHESAPEAKE ENERGY CORPORATION for Shares of Common Stock of Chesapeake Energy Corporation THE OFFERS (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN DAYLIGHT TIME, ON SEPTEMBE

CHESAPEAKE ENERGY CORPORATION ANNOUNCES AMENDMENT OF EXCHANGE OFFERS RELATING TO WARRANTS

Exhibit 99.1 N E W S R E L E A S E FOR IMMEDIATE RELEASE AUGUST 31, 2022 CHESAPEAKE ENERGY CORPORATION ANNOUNCES AMENDMENT OF EXCHANGE OFFERS RELATING TO WARRANTS OKLAHOMA CITY, August 31, 2022 ? Chesapeake Energy Corporation (NASDAQ:CHK) (?Chesapeake? or the ?Company?) today announced that it has amended its previously announced exchange offers (each, an ?Offer,? and collectively, the ?Offers?) r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Chesapeake Energy Corporation (Name of Subject Compan

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Chesapeake Energy Corporation (Name of Subject Company and Filing Person (Issuer)) Class A Warrants to Purchase Common Stock Class B Warrants to Purchase Common Stock Class C Warrants to Purchase C

Form of Notice of Voluntary Offering Instructions.

Exhibit 99.5 NOTICE OF VOLUNTARY OFFERING INSTRUCTIONS (VOI) CHESAPEAKE ENERGY CORPORATION OFFERS TO EXCHANGE CLASS A WARRANTS, CLASS B WARRANTS, AND CLASS C WARRANTS TO ACQUIRE SHARES OF COMMON STOCK OF CHESAPEAKE ENERGY CORPORATION FOR SHARES OF COMMON STOCK OF CHESAPEAKE ENERGY CORPORATION Pursuant to the Prospectus/Offers to Exchange Dated August 31, 2022 THE OFFERS (AS DEFINED BELOW) AND WITH