Expand Energy (EXE) 10-K/A risk factor changes: FY2020 vs FY2020

[removed: FORM 10-K/A][added: FORM 10-K/A]

☒ [removed: ANNUAL REPORT] [added: ANNUAL REPORT] PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, [removed: 2019][added: 2020]

Commission File [removed: No. 1-13726][added: No. 1-13726]

| Oklahoma | | | [added: | | | | | |] 73-1395733 | | [added: | | | |]

| (State or other jurisdiction of incorporation or organization) | | | [added: | | | | | |] (I.R.S. Employer Identification No.) | | [added: | | | |]

| 6100 North Western Avenue, | [added: | |] Oklahoma City, | [added: | |] Oklahoma | [added: | |] 73118 | | [added: | | | |]

| (Address of principal executive offices) | | | [added: | | | | | |] (Zip Code) | | [added: | | | |]

| | | [added: | | | |] (405) | [added: | |] 848-8000 | | [added: | | | |]

| (Registrant’s telephone number, including area code) | | | | | [added: | | | | | | | | | |]

| Securities Registered Pursuant to Section 12(b) of the Act: | | | | | [added: | | | | | | | | | |]

| Title of Each Class | | [added: | | | |] Trading Symbol(s) | | [added: | | | |] Name of Each Exchange on Which Registered | [added: | |]

| Common Stock, [added: $0.01] par value [removed: $0.01] [added: per share] | | [added: | | | |] CHK | | [removed: New York] [added: | | | | The Nasdaq] Stock [removed: Exchange] [added: Market LLC] | [added: | |]

Large Accelerated Filer [removed: ☒] [added: ☐] Accelerated Filer ☐ Non-accelerated Filer [removed: ☐][added: ☒]

Smaller Reporting Company [removed: ☐] [added: ☒] Emerging Growth Company ☐

The aggregate market value of our common stock held by non-affiliates on June [removed: 28, 2019,] [added: 30, 2020,] was approximately [removed: $2.2 billion.][added: $48 million.]

As of April [removed: 24, 2020,] [added: 23, 2021,] there were [removed: 9,783,101] [added: 97,907,081] shares of our $0.01 par value common stock outstanding.

Chesapeake Energy Corporation (the “Company,” “Chesapeake” or “we”) filed its Annual Report on Form 10-K for the year ended December 31, [removed: 2019] [added: 2020] (the “Original 10-K Filing”) with the Securities and Exchange Commission on [removed: February 27, 2020.][added: March 1, 2021.]

Pursuant to General Instruction G(3) to Form 10-K, the Company incorporated by reference the information required by Part III of Form 10-K from our definitive proxy statement for the [removed: 2020] [added: 2021] Annual Meeting of Shareholders (the [removed: “2020] [added: “2021] Proxy Statement”) that we expected to file with the Commission not later than 120 days after the end of the fiscal year covered by the Original 10-K Filing.

Because the definitive [removed: 2020] [added: 2021] Proxy Statement will not be filed with the Commission before such date, the Company is filing this Amendment No. 1 to the Original 10-K Filing (this “Form 10-K/A”) to provide the additional information required by Part III of Form 10-K.

[removed: 2019] [added: 2020] ANNUAL REPORT ON FORM 10-K/A

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| [Item [removed: 13.](#s66d15c493cf743729076eed2418bae3a)] [added: 13.](#ibbe845919b13434aacb180973ac539ae_22)] | [added: | |] [Certain Relationships and Related Transactions and Director [removed: Independence](#s66d15c493cf743729076eed2418bae3a)] [added: Independence](#ibbe845919b13434aacb180973ac539ae_22)] | | [removed: [42](#sec80f0041dfb4870a341d0fd8be74a92)] | | [added: | | [23](#ibbe845919b13434aacb180973ac539ae_22) | | | | | |]

| [Item [removed: 14.](#s02282ac13f8548dab3735d9cc42e7a72)] [added: 14.](#ibbe845919b13434aacb180973ac539ae_25)] | [added: | |] [Principal Accountant Fees and [removed: Services](#s02282ac13f8548dab3735d9cc42e7a72)] [added: Services](#ibbe845919b13434aacb180973ac539ae_25)] | | [removed: [44](#s1e9a34958d4248dea1e24c46cb05dc84)] | | [added: | | [25](#ibbe845919b13434aacb180973ac539ae_25) | | | | | |]

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| [Item [removed: 15.](#s272b62630d904cdc8ab9c94779c4c2ac)] [added: 15.](#ibbe845919b13434aacb180973ac539ae_28)] | [added: | |] [Exhibits and Financial Statement [removed: Schedules](#s272b62630d904cdc8ab9c94779c4c2ac)] [added: Schedules](#ibbe845919b13434aacb180973ac539ae_28)] | | [removed: [44](#s749c552cf3a04e73b878a8d2db33d206)] | | [added: | | [26](#ibbe845919b13434aacb180973ac539ae_28) | | | | | |]

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| Class A Warrants to purchase Common Stock | | | | | | CHKEW | | | | | | The Nasdaq Stock Market LLC | | |

| Class B Warrants to purchase Common Stock | | | | | | CHKEZ | | | | | | The Nasdaq Stock Market LLC | | |

| Class C Warrants to purchase Common Stock | | | | | | CHKEL | | | | | | The Nasdaq Stock Market LLC | | |

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| 6.625% Senior Notes due 2020 | | CHK20A | | New York Stock Exchange |

| 6.875% Senior Notes due 2020 | | CHK20 | | New York Stock Exchange |

| 6.125% Senior Notes due 2021 | | CHK21 | | New York Stock Exchange |

| 5.375% Senior Notes due 2021 | | CHK21A | | New York Stock Exchange |

| 4.875% Senior Notes due 2022 | | CHK22 | | New York Stock Exchange |

| 5.75% Senior Notes due 2023 | | CHK23 | | New York Stock Exchange |

| 4.5% Cumulative Convertible Preferred Stock | | CHK Pr D | | New York Stock Exchange |

| [Signatures](#saed4531f5b4e43a4ba48590c5f47c2e6) | | | [52](#sd22f84d235da45bb9ed953a4bf40af8e) | |

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The Board [removed: is elected by] [added: oversees] the [added: interests of] shareholders [removed: to oversee their interest] [added: and other stakeholders] in the long-term health and the overall success of our business and its financial strength.

[removed: ][added: ]

[removed: ][added: ]

[removed: ][added: ]

Board of Director Criteria, [removed: Qualifications] [added: Qualifications, Experience] and [removed: Experience][added: Diversity]

In accordance with its charter, the [removed: Nominating, Governance] [added: Nominating] and [removed: Social Responsibility] [added: Corporate Governance] Committee (the “Nominating Committee”) seeks to include diverse candidates in all director searches, taking into account ethnicity, gender, age, cultural background, thought leadership and professional experience.

| [removed: Operational/Management] [added: Operation / Management] Leadership | [removed: ●] | [removed: ●] | [removed: ●] [added: l] | [removed: ●] | [removed: ●] | [removed: ●] [added: l] | [removed: ●] | [removed: ●] | [added: l | | | l | | | l | | | l | | |]

| Current and/or Former Public Company CEO [added: or Board Chair] | [removed: ●] | | [removed: ●] [added: l] | | | [removed: ●] [added: l] | [removed: ●] | [removed: ●] | [added: l | | | | | | l | | | l | | |]

| Exploration and Production Industry | | | [removed: ●] [added: l] | [removed: ●] | | [removed: ●] [added: l] | [removed: ●] | | [added: l | | | l | | | l | | | l | | |]

| International | [removed: ●] | [removed: ●] | [removed: ●] [added: l] | [removed: ●] | [removed: ●] | [removed: ●] [added: l] | [removed: ●] | [removed: ●] | [added: l | | | l | | | | | | l | | |]

| Engineering and Geoscience | | | [removed: ●] | | [removed: ●] | [removed: ●] [added: l] | [removed: ●] | | [added: l | | | | | | l | | | l | | |]

| Financial Oversight and Accounting | [removed: ●] | | [removed: ●] [added: l] | [removed: ●] | | [removed: ●] [added: l] | [removed: ●] | [removed: ●] | [added: l | | | | | | l | | | l | | |]

| [removed: Government/Legal] [added: Government / Legal] | [removed: ●] | [removed: ●] | | | | | | | [added: l | | | l | | | | | | | | |]

| Risk Management | [removed: ●] | [removed: ●] | [removed: ●] [added: l] | [removed: ●] | [removed: ●] | [removed: ●] [added: l] | [removed: ●] | [removed: ●] | [added: l | | | l | | | l | | | l | | |]

[removed: The] Nominating Committee [removed: considers] [added: will consider] all shareholder recommendations for director candidates, evaluating them in the same manner as candidates suggested by other directors or third-party search firms (which the Board [removed: retains] [added: may retain] from time to time, [removed: and has retained over the past year,] to help identify potential candidates).

Webb, Executive Vice President [removed: -] [added: –] General Counsel and Corporate Secretary, Chesapeake Energy Corporation, 6100 N.

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Our directors were appointed to the Board in February 2021 in connection with our emergence from Chapter 11 bankruptcy, a process in which our current shareholders (and former creditors) were actively engaged.

They are diverse, industry-leading experts with industry leadership experience across multiple disciplines.

Each of our directors will stand for election annually, beginning with the 2022 Annual Meeting of Shareholders.

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| | | | Wichterich | | | Duncan | | | Duster | | | Emerson | | | Gallagher | | | Steck | | |

| Strategic Planning / Risk Management | | | l | | | l | | | l | | | l | | | l | | | l | | |

| Environment / Sustainability and Safety Management | | | | | | l | | | | | | l | | | l | | | | | |

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*Diversity of Background*


Our goal is to assemble and maintain a Board composed of individuals that not only bring a wealth of business and/or technical expertise, experience, and achievement, but that also demonstrate a commitment to ethics in carrying out the Board’s responsibilities with respect to oversight of the Company’s operations.

We believe our current Board reflects these principles and our commitment to diversity.

In this regard, one of our directors is female and one is African American, and they hold critical leadership positions on our Board as Chairs of the ESG Committee and Audit Committee, respectively.

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Meetings and Attendance

During 2020, there were 37 meetings of the Board, seven meetings of the Audit Committee, two meetings of the Compensation Committee, three meetings of the Nominating, Governance and Social Responsibility (“NGSR”) Committee, and five meetings of the Finance Committee.

Upon emergence from bankruptcy, the Board eliminated the Finance Committee and formed the following two new committees to replace the old NGSR Committee: (1) the Nominating and Corporate Governance Committee; and (2) the Environmental and Social Governance Committee.

All directors attended at least 96% of the total number of meetings of the Board and committees on which they served and the average attendance for Board and committee meetings was 99% for the full year.

All the Board members then serving attended the 2020 Annual Meeting of Shareholders.

As set forth in the Company’s Corporate Governance Guidelines, all Board members are expected to attend each Annual Meeting of Shareholders.

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| | Martin | Boyland | Corbett | Edmunds | Keating | Lawler | Miller | Ryan |

The Board appointed four new directors since the 2016 annual meeting that were recommended by the Company’s search firm: Ms. Boyland, Mr. Corbett, Ms. Keating, and Mr. Edmunds.

In addition, two new directors, Scott Gieselman and David Hayes, were appointed to the Board in 2019 pursuant to Chesapeake’s merger agreement with WildHorse Resource Development Corporation.

Messrs.

Gieselman and Hayes served as representatives of NGP Energy Capital Management until November 2019 when NGP made a pro rata distribution of its equity interest in Chesapeake to the respective partners of NGP’s investment funds.

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| --- | --- |

| COMMITTEE CHARTERS | Each committee has a charter that can be found on our website at www.chk.com/about/board-of-directors. |

| COMMITTEE COMPOSITION | Each committee member satisfies the NYSE’s and Chesapeake’s definitions of an “independent director,” and three of the four members of the Audit Committee are “audit committee financial experts” (as defined under SEC rules), in each case as determined by the Board. |

| COMMITTEE OPERATIONS | Each committee meets quarterly, and periodically as needed throughout the year, reports its actions and recommendations to the Board, receives reports from senior management, annually evaluates its performance and has the authority and funding to retain outside advisors. Committee chairs have the opportunity to call for executive sessions at each meeting. |

| COMMITTEE RESPONSIBILITIES | The primary responsibilities of each committee are listed below. For more detail, see the committee charters on our website. |

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| --- | --- | --- |

| AUDIT *Chairman* Thomas L. Ryan | | FINANCE *Chairman* R. Brad Martin |

| Members: 5 // Independent: 5 // 2019 Meetings: 8 Audit Committee Financial Experts: 3 | | Members: 3 // Independent: 3 // 2019 Meetings: 4 |

| Key Oversight Responsibilities | | Key Oversight Responsibilities |

| ● Independent auditor engagement ● Integrity of financial statements and financial disclosure ● Financial reporting and accounting standards ● Disclosure and internal controls ● Enterprise risk management program ● Compliance with legal and regulatory requirements ● Oversight of VP of Internal Audit, who reports directly to the Audit Committee ● Compliance and integrity programs ● Internal audit functions ● Employee/vendor anonymous hotline ● Cybersecurity ● Related party transactions | | ● Annual budget ● Financing strategy and financial policies, including debt agreements, revolving line of credit and debt/equity offerings ● Oversight of capital planning, liquidity and debt reduction strategies, including asset sales, tender offers, equity exchange offers, and open market and/or negotiated repurchase transactions ● Financial risk assessment program, including commodity price hedging and interest rate hedging policies, procedures and transactions ● Strategic transactions, including potential acquisitions and divestitures |

| Members: Thomas L. Ryan†, Chairman Gloria R. Boyland Luke R. Corbett† Mark A. Edmunds† Leslie Starr Keating † *Audit Committee Financial Export* | | Members: R. Brad Martin, Chairman Merrill A. (“Pete”) Miller, Jr. Thomas L. Ryan |

| COMPENSATION *Chairman* Merrill A. (“Pete”) Miller, Jr. | | NOMINATING *Chairman* R. Brad Martin |

| Members: 4 // Independent: 4 // 2019 Meetings: 3 | | Members: 3 // Independent: 3 // 2019 Meetings: 4 |

| ● Oversight of compensation plans that attract, retain and motivate executive officers and employees ● Implementation of executive compensation plan with appropriate goals and objectives ● CEO and senior executive performance evaluation ● Incentive compensation programs, including 2014 Long Term Incentive Plan and Deferred Compensation Plan ● Broad-based plans available to all employees, including 401(k) plan and health-benefit plans ● Compensation of non-employee directors ● Negotiation of executive employment agreements ● Establishment and monitoring of compliance with stock ownership guidelines applicable to executive officers and directors | | ● Director recruitment and evaluation, with emphasis on diversity ● Corporate governance principles, policies and procedures - evaluation, oversight and implementation ● Size and sufficiency of Board and committees ● Board committee structure and membership ● Annual Board self-assessment and evaluation ● Shareholder engagement program ● Conflict of interest reviews ● Corporate social responsibility, including annual corporate responsibility report ● Political spending and lobbying ● Charitable donations ● HSER compliance policies and procedures |

| Members: Merrill A. (“Pete”) Miller, Jr. Chairman Luke R. Corbett Mark A. Edmunds Leslie Starr Keating | | Members: R. Brad Martin, Chairman Gloria R. Boyland Luke R. Corbett |

[removed: 2019 Named] [added: Named] Executive Officers

| [removed: • | Robert] [added: Robert] D. (“Doug”) [removed: Lawler] [added: Lawler] | [added: | | | | | | | | | | | | | | | | | | | |]

[added: | • | | | Robert D. (“Doug”) Lawler*] President and Chief Executive Officer, or CEO [added: | | | | | |]

| [removed: • | Domenic] [added: Domenic] J. (“Nick”) [removed: Dell’Osso, Jr.] [added: Dell'Osso, Jr.] | [added: | | | | | | | | | | | | | | | | | | | |]

[added: | • | | | Domenic J. (“Nick”) Dell'Osso, Jr.] Executive Vice President and Chief Financial Officer, or CFO [added: | | | | | |]

| [removed: • | Frank] [added: Frank] J. [removed: Patterson] [added: Patterson] | [added: | | | | | | | | | | | | | | | | | | | |]

[added: | • | | | Frank J. Patterson] Executive Vice President [removed: -] [added: –] Exploration and Production [added: | | | | | |]

| [removed: • | James] [added: James] R. [removed: Webb] [added: Webb] | [added: | | | | | | | | | | | | | | | | | | | |]

[added: | • | | | James R. Webb] Executive Vice President [removed: -] [added: –] General Counsel and Corporate Secretary [added: | | | | | |]

| [removed: • | William] [added: William] M. [removed: Buergler] [added: Buergler] | [added: | | | | | | | | | | | | | | | | | | | |]

[added: | • | | | William M. Buergler] Senior Vice President and Chief Accounting Officer [added: | | | | | |]

[added: | (f) | | |] See [removed: “—Executive Compensation Tables—All] [added: the All] Other Compensation [removed: Table” on page 27] [added: Table below] for [removed: more information.][added: additional Information. | | |]

[removed: Other Executive] [added: Executive] Compensation [removed: Matters][added: Tables]

[removed: MEMBERS OF THE COMPENSATION COMMITTEE:][added: | | | | \> | | | $20,000† to the Chair of the Compensation Committee; | | | | | |]

[added: | Merrill A.] (“Pete”) Miller, [removed: Jr., Chairman][added: Jr. | | | | | | 415,000 | | | — | | | — | | | — | | | 415,000 | | |]

[removed: Leslie Starr Keating][added: | Leslie S. Keating | | | | | | 400,000 | | | — | | | — | | | — | | | 400,000 | | |]

Summary Compensation Table for [removed: 2019][added: 2020]

| Name and Principal Position | [added: | |] Year | [added: | |] Salary ($) | [added: | |] Bonus ($)(a) | [added: | |] Stock Awards ($)(b) | [added: | |] 2013 Pension Makeup [removed: Restricted Stock] [added: Restricted Stock] Award ($)(c) | [added: | |] Option Awards ($)(d) | [added: | |] Non-Equity [removed: Incentive Plan] [added: Incentive Plan] Compensation ($)(e) | [removed: Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(f)] | [added: |] All Other Compensation [removed: ($)(g)] [added: ($)(f)] | [added: | |] Total ($) | [added: | |]

| Robert D. (“Doug”) [removed: Lawler] [added: Lawler(g)] President and Chief Executive Officer | [added: | | 2020] 2019 2018 [removed: 2017] | [added: | | 1,345,500] 1,335,000 1,300,000 [removed: 1,300,000] | [added: | |] — [removed: 1,250,000] — [added: 1,250,000] | [added: | | 300,000] 9,690,002 10,200,002 [removed: 7,570.008] | [added: | |] — [removed: 5,000,004] — [added: 5,000,004] | [added: | | —] 1,810,000 1,800,000 [removed: 3,180,000] | [added: | | 8,940,513] 1,917,338 2,620,850 [removed: 2,224,950] | [removed: — — —] | [added: | 34,142] 639,769 574,571 [removed: 628,948] | [added: | | 10,620,155] 15,392,109 22,745,427 [removed: 14,903,906] | [added: | |]

| Domenic J. (“Nick”) Dell’Osso, Jr. Executive Vice President and Chief Financial Officer | [added: | | 2020] 2019 2018 [removed: 2017] | [added: | | 750,376] 744,520 725,001 [removed: 725,001] | [removed: 1,000,000] [added: | |] — [added: — 1,000,000] | [added: | | 300,000] 3,500,002 3,200,006 [removed: 2,000,009] | [added: | |] — — — | [added: | |] — [added: —] 1,100,002 [removed: 1,000,002] | [added: | | 2,922,273] 891,070 1,218,023 [removed: 1.034.031] | [removed: — — —] | [added: | 23,040] 320,529 298,955 [removed: 324,183] | [added: | | 3,995,689] 5,456,121 7,541,987 [removed: 5,083,226] | [added: | |]

| Frank J. Patterson Executive Vice President – Exploration and Production | [added: | | 2020] 2019 2018 [removed: 2017] | [added: | | 683,100] 677,769 660,000 [removed: 660,000] | [removed: 750,000] [added: | |] — [added: — 750,000] | [added: | | 300,000] 3,400,003 2,950,006 [removed: 2,000,009] | [added: | |] — — — | [added: | |] — [added: —] 1,100,002 [removed: 1,000,002] | [added: | | 2,850,794] 811,181 1,108,821 [removed: 941,325] | [removed: — — —] | [added: | 49,364] 254,875 198,410 [removed: 204,590] | [added: | | 3,883,258] 5,143,828 6,767,239 [removed: 4,805,926] | [added: | |]

| James R. Webb Executive Vice President – General Counsel Corporate Secretary | [added: | | 2020] 2019 2018 [removed: 2017] | [added: | | 646,875] 641,827 625,000 [removed: 625,000] | [removed: 750,000] [added: | |] — [added: — 750,000] | [added: | | 300,000] 3,000,003 2,750,004 [removed: 1,666,673] | [added: | |] — — — | [added: | |] — [added: —] 1,000,001 [removed: 8,333,335] | [added: | | 2,727,305] 768,164 1,050,020 [removed: 891,406] | [removed: — — —] | [added: | 35,592] 284,725 259,298 [removed: 281,515] | [added: | | 3,709,772] 4,694,719 6,434,323 [removed: 4,297,929] | [added: | |]

| William [removed: B.] [added: M.] Buergler Senior Vice President and Chief Accounting Officer | [added: | | 2020] 2019 2018 [removed: 2017] | [added: | | 434,700] 431,307 — [removed: —] | [added: | |] — — — | [added: | | 300,000] 1,200,005 — [removed: —] | [added: | |] — — — | [added: | |] — — — | [added: | | 1,547,760] 330,372 — [removed: —] | [removed: — — —] | [added: | 22,951] 153,802 — [removed: —] | [added: | | 2,305,411] 2,115,486 — [removed: —] | [added: | |]

| [removed: *(a)*] [added: (a)] | [removed: *These] [added: | | These] amounts represent the Cash Retention Award paid on August 10, [removed: 2018 that contains] [added: 2018, which contained] a repayment requirement that [removed: will lapse] [added: lapsed] with respect to 20% of the award on each of the first five anniversaries of the payment date, such that no portion of the award [removed: will be] [added: was] subject to the repayment requirement on and following the fifth anniversary of the payment [removed: date.*] [added: date. The repayment requirements for the remaining 40% of the award were waived by the Pre-Emergence Board on May 5, 2020 as part of the establishment of the Incentive Program.] | [added: | |]

| [removed: *(b)*] [added: (b)] | [removed: *These] [added: | | These] amounts represent the aggregate grant date fair value of [removed: RSU,] restricted stock [removed: award (“RSA”)] [added: units (“RSUs”)] and [removed: PSU] [added: performance share units (“PSUs”)] awards, determined in accordance with generally accepted accounting principles, excluding the effect of estimated forfeitures during the applicable vesting periods. [removed: Amounts shown in this column with respect to PSU awards are valued based upon the probable outcome of the performance condition as of the grant date which were target levels on that date.] The value ultimately realized by the executive upon the actual vesting of the awards may [removed: be] [added: have been] more or less than the grant date fair value. Award values are based on the closing price of the [removed: Company’s] [added: Company's] common stock on the grant date (or the most previous business day if the grant date is on a weekend or holiday). [removed: Other than the PSU Incentive Award, all PSUs are settled in cash upon vesting and the maximum] [added: The 2020] award [removed: opportunity for each NEO for the 2019 PSU awards as] [added: values consist] of [removed: the grant date is as follows: Mr. Lawler, $13,630,001; Mr. Dell’Osso, $3,500,002; Mr. Patterson, $3,400,003; Mr. Webb, $3,000,003; and Mr. Buergler, $1,200,005. Refer] [added: RSUs granted] to [added: NEOs. All outstanding awards were cancelled for no consideration with] the [removed: Grants] [added: establishment] of [removed: Plan Based Awards Table for 2019 for additional information regarding RSU, RSA and PSU awards made to] the [removed: NEOs in 2019.] [added: Incentive Program.] The assumptions used by the Company in calculating the amounts related to [removed: RSU, RSA and PSU] [added: RSUs restricted stock] awards [added: (“RSAs”), and PSUs] are incorporated by reference to Note 12 of the consolidated financial statements included in the Company’s Original 10-K [removed: Filing.*] [added: Filing.] | [added: | |]

| [removed: *(d)*] [added: (d)] | [removed: *These] [added: | | These] amounts represent the aggregate grant date fair value of stock option awards, determined in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures during the applicable vesting periods. The value ultimately realized by the executive upon the actual vesting off the awards may be more or less than the grant date fair value. The assumptions used by the Company in calculating the amounts related to stock options are incorporated by reference to Note [removed: 11] [added: 12] of the consolidated financial statements included in the Original 10-K Filing. [removed: Refer to] [added: All outstanding stock options held by our NEOs were cancelled for no consideration with] the [removed: Grants] [added: establishment] of [removed: Plan-Based Awards Table for 2019 for additional information regarding stock option awards made to] the [removed: NEOs in 2019.*] [added: Incentive Program on May 5, 2020.] | [added: | |]

| [removed: *(e)*] [added: (e)] | [removed: *The 2019] [added: | | The 2020] amounts in this column represent [removed: annual incentive program] [added: Incentive Program] awards [removed: earned with respect to the designated year and] paid in [removed: the following year, as] [added: 2020] described under the caption [removed: “2019 Annual] [added: 2020] Incentive [removed: Program”] [added: Compensation Program] beginning on page [removed: 18.*] [added: 12.] | [added: | |]

| Name | [added: | |] Year | [added: | |] Company Matching Contributions to Retirement Plans ($)(a) | [removed: New Hire Benefits ($)] | [added: |] Other Perquisites and Benefits ($)(b) | [added: | |] Total ($) | [added: | |]

| [removed: *Robert] [added: Robert] D. (“Doug”) [removed: Lawler*] [added: Lawler] | [added: | | 2020] 2019 2018 [removed: 2017] | [added: | | 26,000] 618,378 553,243 [removed: 607,436] | [removed: — — —] | [added: | 8,142] 21,391 21,328 [removed: 21,512] | [added: | | 34,142] 639,769 574,571 [removed: 628,948] | [added: | |]

| [removed: *Domenic] [added: Domenic] J. (“Nick”) Dell’Osso [removed: Jr.*] [added: Jr.] | [added: | | 2020] 2019 2018 [removed: 2017] | [added: | | 19,500] 313,381 282,355 [removed: 307,723] | [removed: — — —] | [added: | 3,540] 7,148 16,600 [removed: 16,910] | [added: | | 23,040] 320,529 298,955 [removed: 324,183] | [added: | |]

| [removed: *Frank] [added: Frank] J. [removed: Patterson*] [added: Patterson] | [added: | | 2020] 2019 2018 [removed: 2017] | [added: | | 26,000] 237,547 184,633 [removed: 189,368] | [removed: — — —] | [added: | 23,364] 17,328 13,777 [removed: 15,222] | [added: | | 49,364] 254,875 198,410 [removed: 204,590] | [added: | |]

| [removed: *James] [added: James] R. [removed: Webb*] [added: Webb] | [added: | | 2020] 2019 2018 [removed: 2017] | [added: | | 26,000] 278,777 251,961 [removed: 273,373] | [removed: — — —] | [added: | 9,592] 5,948 7,337 [removed: 8,142] | [added: | | 35,592] 284,725 259,298 [removed: 281,515] | [added: | |]

| [removed: *William] [added: William] M. [removed: Buergler*] [added: Buergler] | [added: | | 2020] 2019 2018 [removed: 2017] | [added: | | 19,500] 151,021 — [removed: —] | [removed: — — —] | [added: | 3,451] 2,781 — [removed: —] | [added: | | 22,951] 153,802 — [removed: —] | [added: | |]

| [removed: *(a)*] [added: (a)] | [removed: *This] [added: | | This] column represents the matching contributions made by the Company for the benefit of the NEOs under the Company’s 401(k) plan and nonqualified deferred compensation [removed: plan. These plans are discussed in more detail] [added: plan] in [removed: the narrative to the Nonqualified Deferred Compensation Table for] [added: 2018 and] 2019 [removed: beginning on page 31.*] [added: and the Company's 401(k) plan in 2020.] | [added: | |]

| [removed: *(b)*] [added: (b)] | [removed: *This] [added: | | This] column represents the value of other benefits provided to the NEOs in [removed: 2019] [added: 2020] and includes amounts for supplemental life insurance premiums [removed: for all NEOs,] and [removed: for Mr. Lawler and Mr. Dell’Osso, amounts for] financial advisory services. The Company does not permit personal use of corporate aircraft [removed: flights;] [added: by our executive officers. Although families and invited guests are occasionally permitted to accompany executive officers and directors on business flights,] no additional compensation is included in the table because the aggregate incremental cost to the Company is de minimis. The NEOs also receive benefits for which there is no incremental cost to the Company, such as tickets to certain sporting [removed: events.*] [added: events.] | [added: | |]

Outstanding Equity Awards at Fiscal Year End [removed: 2019 Table(a)][added: 2020]

We do not provide cash payments in the case of change [added: of control (without accompanying termination), disability or death.]

The termination arrangements with respect to our NEOs are contained in their respective employment [removed: agreements and our long-term incentive and deferred compensation plans.][added: agreements.]

[removed: *Termination] [added: Termination] Without Cause or for Good [removed: Reason*][added: Reason]

The Company may terminate its employment agreements with its NEOs at any time without cause or the executive may terminate his agreement for good reason; however, upon such termination, the NEOs are entitled to continue to receive the following pursuant to their employment [removed: agreements and the terms of our equity compensation and nonqualified deferred compensation plans:][added: agreements:]

General

We are currently a “smaller reporting company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, which permits us to provide scaled disclosure with respect to certain items, including our executive compensation.

We are providing the reduced executive compensation disclosure permitted for smaller reporting companies with the following exceptions:

| • | | | we have elected to define and provide compensation information with respect to our “named executive officers” as our principal executive officer, principal financial officer, and next three (3) most highly compensated executive officers rather than merely our principal executive officer and next two (2) most highly compensated executive officers; | | |

| • | | | we have elected to disclose compensation for our named executive officers for the last three (3) completed fiscal years rather than the last two (2) completed fiscal years; and | | |

| • | | | we have elected to provide disclosure with respect to our CEO Pay Ratio consistent with Item 402(u) of Regulation S-K. | | |

Our named executive officers (“NEOs”) for 2020 are:

| | | | * | | | Mr. Lawler ceased to be employed by the Company as President and Chief Executive Officer on April 30, 2021, and Michael Wichterich was appointed Interim CEO on April 30, 2021. | | |

Base Salary

Base salaries for our NEOs remained at 2019 levels.

2020 Incentive Compensation Program

In April and May 2020, the Board of Directors in place prior to the effective date of the Plan of Reorganization (the “Pre-Emergence Board”) led a comprehensive review of our incentive compensation programs for our entire workforce, including those for our NEOs, in light of the unprecedented market volatility and historical decline in commodity prices that was occurring at the time.

As a result of the review, on May 5, 2020, the Pre-Emergence Board significantly revised our incentive compensation programs for 2020, including those for our NEOs.

The revised NEO incentive compensation program (the “Incentive Program”) provided for each NEO to be prepaid an incentive bonus May 8, 2020 subject to an obligation to refund up to 100% of the compensation (on an after-tax basis) if certain conditions were not satisfied.

The amounts payable under the Incentive Program relative to 2019 target variable compensation (i.e., 2019 Annual Incentive Program target value and 2019 Long-Term Incentive Program aggregate grant date target value) represented a reduction by the following amount for our four highest paid NEOs: 34% for Mr. Lawler, 34% for Mr. Dell’Osso, 33% for Mr. Patterson and 28% for Mr. Webb.

The target variable compensation remained the same as 2019 for Mr. Buergler.

As a condition to participating in the Incentive Program, the NEOs waived: (i) participation in the Company’s 2020 annual bonus plan; and (ii) their right to all equity compensation awards with respect to 2020.

In addition, all outstanding equity compensation awards of our NEOs were cancelled.

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Incentive bonuses paid under the Incentive Program were subject to vesting as follows:

| • | | | 50% vested and was earned on the basis of each NEO’s continued employment with the Company through February 9, 2021, the effective date of the Plan of Reorganization (defined below); and | | |

| • | | | 50% vested and was earned based on continued employment with the Company and the achievement of the following performance metrics during 2020: (i) securing debtor-in-possession financing, (ii) obtaining a commitment for certain amounts exit facility financing prior to the effective date of the Plan of Reorganization, (iii) reducing 2020 drilling and completion capital expenditures, (iv) achieving certain levels of lease operating expense per barrel oil equivalent, (v) achieving certain levels of general and administrative expense per barrel oil equivalent; and (vi) achieving certain methane intensity rates (as measured by carbon dioxide equivalent emissions per barrel oil equivalent). | | |

2021 Compensation and Long Term Incentive Plan

Pursuant to the Plan of Reorganization, the 2021 Long Term Incentive Plan (the “LTIP”) was adopted on February 9, 2021.

The LTIP, which was negotiated with the Company’s creditors prior to the effective date of the Plan of Reorganization, reserved 6,800,000 shares of the Company’s common stock for issuance under the LTIP.

The current Board is continuing to evaluate a new compensation program for the NEOs in 2021, which is expected to include grants of awards under the LTIP.

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| (c) | | | The amount in this column reflects the grant date fair value of an RSA inducement granted to Mr. Lawler pursuant to his 2013 employment agreement. In June 2018, pursuant to Mr. Lawler's 2013 employment agreement, the Company issued to Mr. Lawler restricted stock with a grant date fair value of $5,000,004 on the fifth anniversary of Mr. Lawler's employment with the Company. This restricted stock award of 1,077,587 shares was issued on June 17, 2018 to Mr. Lawler and was scheduled to vest in equal installments on the third, fourth and fifth anniversaries of the grant date. The obligation to issue this award from Mr. Lawler's 2013 employment agreement was in recognition of forfeited pension benefits from Mr. Lawler's prior employer. The assumptions used by the Company in calculating this amount is incorporated by reference to Note 11 of the consolidated financial statements included in the Original 10-K Filing. All outstanding awards were cancelled for no consideration with the establishment of the Incentive Program. | | |

| (g) | | | Mr. Lawler ceased to be employed by the Company as President and Chief Executive Officer on April 30, 2021, and Michael Wichterich was appointed Interim CEO on April 30, 2021. | | |

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Narrative Disclosure to Summary Compensation Table

We maintain employment agreements with the NEOs.

These employment agreements were in effect prior to the Bankruptcy Filing (as defined below) and remained in effect following the effective date of the Plan of Reorganization, except as described below under “Change of Control.”

Mr. Lawler ceased to be employed by the Company as President and Chief Executive Officer on April 30, 2021.

All outstanding equity compensation awards held by our named executive officers were cancelled on May 5, 2020 in connection with the establishment of the Incentive Program.

See the description under the caption “2020 Incentive Compensation Program.”

Compensation Discussion and Analysis

This Compensation Discussion and Analysis, or CD&A, describes the material elements of the compensation of our NEOs and describes the objectives and principles underlying our executive compensation programs, the compensation decisions made last year under those programs and the factors we considered in making those decisions.

| | |

| --- | --- |

Compensation Philosophy

| The philosophy of the Compensation Committee is to have a program that: | ● Follows a pay-for-performance approach designed so that pay levels are strongly linked with our short-term operational performance and long-term market performance ● Attracts and retains high-performing executives and employees across the organization ● Aligns compensation with shareholder interests while rewarding long-term value creation ● Applies compensation program design in a consistent manner at all levels of the organization ● Discourages excessive risk by rewarding both short-term and long-term performance ● Reinforces high ethical conduct, environmental awareness and safety ● Maintains flexibility to better respond to the dynamic and cylindrical energy industry |

How Our Compensation Program is Aligned with Company Performance

Our compensation philosophy, which is set by the Compensation Committee, is meant to align each executive’s compensation with Chesapeake’s short-term and long-term performance.

| How do we link performance and pay? | Measure corporate performance across key metrics and over time periods aligned with investment lead times of the business to determine a significant portion of executives’ long-term and short-term compensation by emphasizing the following priorities: ● Margin Enhancement; ● Free Cash Flow; ● Long-Term Net Debt/EBITDAX of 2x; and ● HSER Excellence. |

| How did we perform in 2019? | Optimized our portfolio by acquiring and integrating higher-margin Brazos Valley oil growth platform; Grew oil production 30% year over year, with oil reaching 26% of total production mix, a company record; Increased adjusted EBITDAX margin per boe 14% year over year, despite significantly lower commodity prices; Removed $900 million in total debt through capital market transactions in the fourth quarter; and Generated highest EBITDAX per boe margin since 2014. |

| How did we pay? | 2019 NEO base salaries increased by 3.5%; Grant date dollar value of equity awarded to CEO increased by $750,000; Annual incentive program payout formulaic based on 2019 company performance achievements and target bonus percentage held flat; and Ultimate value of long-term stock awards determined by share price at vesting. |

| How do we manage risk? | Stock ownership guidelines; Unvested stock is at risk of forfeiture and cannot be used as collateral for any purpose; and Strong bonus clawback policy. |

Compensation Governance

| WHAT WE DO | WHAT WE DON’T DO |

| ● We gather, analyze and respond to shareholder feedback ● 87% of the CEO’s compensation (as reported in the Summary Compensation Table) is at-risk through time based or performance-based measures ● 56% of the CEO’s compensation (as reported in the Summary Compensation Table) is subject to achievement of objective, pre-established performance goals tied to financial, operational and strategic objectives ● All equity awards under our 2014 LTIP are subject to “double-trigger” change-of-control vesting provisions ● We apply robust stock ownership guidelines ● We maintain a clawback policy to recapture unearned incentive payments ● We use a representative and relevant peer group - in particular, the Compensation Committee, at the advice of our compensation consultant, recently revised the peer group to more closely represent Chesapeake’s enterprise value ● Our Compensation Committee is made up solely of independent directors and uses and independent compensation consultant | ● No tax gross-ups ● No cash payments upon death or disability ● No “single-trigger” change-of-control payments ● No repricing of underwater stock options ● No hedging or pledging of Company stock by executive officers or directors ● No excessive perquisites |

Shareholder Outreach

Chesapeake understands the importance of maintaining a robust shareholder outreach program.

Since our 2019 annual meeting, the Chairman of our Compensation Committee, along with management, continued this practice and addressed a variety of topics, including corporate governance, executive compensation, operating and financial performance, corporate strategy and debt reduction efforts.

We believe our regular outreach has been productive and our dialogue with a significant number of large shareholders has given us a better understanding of our shareholders’ views on those topics.

Process for Determining Executive Compensation

The Compensation Committee has overall responsibility for approving and evaluating the executive officer compensation plans, policies and programs of the Company.

In determining compensation, the Compensation Committee makes an overall assessment of the performance of the NEOs, both individually and as a team, on an annual basis.

In 2019, the Compensation Committee’s approach consisted of both: (a) an objective consideration of the Company’s performance relative to predetermined metrics as more fully described beginning on page 19 under the caption “Primary Executive Compensation Elements for 2019”; and (b) a subjective consideration of each NEO’s performance and overall role in the organization, as well as consideration of the median compensation of similarly situated executives among our compensation peer group, which is described on page 17 under the caption “Compensation Peer Group.” In its assessment of the performance of each NEO in 2019, the Compensation Committee considered the following:


Independent Compensation Consultant

Pursuant to its charter, the Compensation Committee may retain a compensation consultant, and is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant that it retains.

The Compensation Committee retained Longnecker and Associates, or “L&A,” a national executive compensation consulting firm, as its independent compensation consultant to review and provide recommendations concerning all the components of the Company’s executive compensation program.

L&A performs services solely on behalf of the Compensation Committee and has no relationship with the Company or management except as it may relate to performing such services.

L&A assists the Compensation Committee in defining the Company’s peer companies for executive compensation and practices, and in benchmarking our executive compensation program against the peer group.

L&A also assists the Compensation Committee with all aspects of the design of our executive and director compensation programs to ensure appropriate linkage between pay and performance.

The Compensation Committee assessed the independence of L&A pursuant to the standards set forth in the NYSE Listed Company Manual and concluded that no conflict of interest exists that prevents L&A from independently representing the Compensation

Committee.

L&A attended and provided advice at all Compensation Committee meetings, including executive sessions.

In 2019, the Company paid $387,295 for L&A’s services.

Chief Executive Officer and Management Role in Executive Compensation Process

The Company’s CEO has an active role in determining executive compensation, and typically makes recommendations to and participates in discussions with the Compensation Committee to provide information regarding the compensation of the other NEOs.

The Compensation Committee discusses the compensation of each NEO and approves the final NEO compensation amounts, subject to such modifications as it deems appropriate.

The Compensation Committee discusses the compensation of the CEO in executive session with its independent compensation consultant and approves his final compensation amounts.

Following such approvals, the Compensation Committee provides a report of its executive compensation decisions to the full Board for discussion and ratification.

The CEO, not being a member of the Compensation Committee, does not vote at Compensation Committee meetings or participate in discussions about his compensation, and he does not participate in the Board’s discussion or vote on the acceptance and ratification of the Compensation Committee’s approvals or reports with respect to his compensation.

| | [added: | | | | |] Common Stock | | [added: | | | | | | |]

| Beneficial Owner | [added: | | | | |] Number of [removed: Shares(a)] [added: Shares] | [added: | | | | |] Percent of Class | [added: | |]

| Franklin Resources, Inc. One Franklin Parkway San Mateo, CA 94403-1906 | [removed: 772,436(d)] | [removed: 7.9%] | [added: | | | 26,670,574 (a) | | | | | | 23.9% | | |]

Securities Ownership of Officers and [removed: Directors(a)][added: Directors]

The table below sets forth the beneficial ownership of our directors, [removed: executive officers,] [added: director nominees, NEOs] and all of our [removed: directors] [added: directors, director nominees] and executive officers as a group.

Unless otherwise indicated, the information is given as of [removed: March 16, 2020,] [added: April 23, 2021,] and the persons named below have sole [added: or shared] voting and/or investment power with respect to such shares.

| | [added: | | | | |] Beneficial Owner | [added: | |] Number of Shares | [added: | |] Share Equivalents | [added: | | | | |] Total Ownership | [added: | |] Percent of Class | | [added: |]

| [added: | | |] Domenic J. (“Nick”) Dell’Osso | [removed: 7,268] | [removed: 12,464(c)(d)] | [removed: 19,732] [added: —] | [added: | | — | | | | | | — | | |] * | | | [added: | | |]

| [added: | | |] James R. Webb | [removed: 4,726] | [removed: 8,656(c)(d)] | [removed: 13,382] [added: —] | [added: | | — | | | | | | — | | |] * | | | [added: | | |]

| [added: | | |] Frank J. Patterson | [removed: 3,010] | [removed: 7,208(c)(d)] | [removed: 10,218] [added: —] | [added: | | — | | | | | | — | | |] * | | | [added: | | |]

| [added: | | |] William M. Buergler | [removed: 1,738(e)] | [removed: 719(c)(d)] | [removed: 2,457] [added: —] | [added: | | — | | | | | | — | | |] * | | | [added: | | |]

| All current directors and executive officers as a group [removed: (12] [added: (11] persons) | | | [removed: 57,038] | | [removed: 1.1] | [removed: %] | [added: | | — | | | 48,556 | | | | | | 48,556 | | | * | | |]

| Plan Category | | [added: | | | | | | |] Number of [removed: Securities To] [added: Securities To] be Issued [removed: Upon Exercise] [added: Upon Exercise] of Outstanding [removed: Options, Warrants] [added: Options, Warrants] and [removed: Rights (a)] [added: Rights (a)] | | | [added: | | | | | | | | | | | |] Weighted-Average Exercise Price of [removed: Outstanding Options,] [added: Outstanding Options,] Warrants and Rights (b) | | | [added: | | | | | |] Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a))(1) (c) | | | | [added: | | | | | | | |]

| Equity compensation plans [added: not] approved by security holders | | [removed: 15,529,854] | [removed: (1)] | | [removed: $5.097] | [removed: (1)] | | | [added: —] | [removed: 29,865,514] | [removed: (2)] | [added: | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | |]

| Equity compensation plans [removed: not] approved by security holders | | [removed: 0] | | | [removed: 0] | | | | [added: 19,727 (1)] | [removed: 0] | | [added: | | | | | | | | | | | | $1,429.11 (1) | | | | | | | | | | | | 474,123 (2) | | | | | | | | |]

| [removed: *(1) Consists of: (i) options to purchase 15,529,514 shares of common stock with a weighted-average exercise price of $5.097 per share; (ii) 8,570,309 shares of restricted stock units; and 794,494 shares of stock-settled performance share units.* *(2)] [added: (2) | | |] Consists of [removed: 29,865,514] [added: 474,123] shares that remained available for issuance under the Company’s 2014 Long Term Incentive Plan (“2014 LTIP”) as of December 31, [removed: 2019.] [added: 2020.] The 2014 LTIP [removed: uses] [added: used] a fungible share pool under which (i) each share issued pursuant to a stock option reduces the number of shares available under the 2014 LTIP by 1.0 share; and (ii) each share issued pursuant to awards other than options reduces the number of shares available by 2.12 shares. In addition, the 2014 LTIP prohibits the reuse of shares withheld or delivered to satisfy the exercise price of, or to satisfy tax withholding requirements for, an option. The 2014 LTIP also prohibits “net share counting” upon the exercise of [removed: options.*] [added: options.] | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Prudential Financial, Inc. 751 Broad Street Newark, NJ 07102-3777 | | | | | | 12,310,719 (b) | | | | | | 12.6% | | |

| Oaktree Capital Group, LLC 333 S. Grand Avenue, 28th Floor Los Angeles, CA 90071 | | | | | | 11,169,669 (c) | | | | | | 11.4% | | |

| FMR LLC 245 Summer Street Boston, MA 02210 | | | | | | 10,023,433 (d) | | | | | | 10.2% | | |

| D. E. Shaw & Co., L.L.C. 1166 Avenue of the Americas, 9th Floor New York, NY 10036 | | | | | | 7,242,597 (e) | | | | | | 7.3% | | |

| | | | | | | | | | | | | | | |

| (a) | | | This information is as of February 28, 2021, as reported in a Schedule 13G filed on March 20, 2021 by Franklin Resources, Inc., and the following members of its affiliated group: Charles B. Johnson, Rupert H. Johnson, Jr., and Franklin Advisers, Inc. The Schedule 13G reports aggregate beneficial ownership of 26,670,574 shares, including 13,664,615 shares issuable upon the exercise of warrants. The reporting person has sole power to vote or direct the vote of such shares and sole power to dispose or to direct the disposition of such shares. | | | | | | | | | | | |

| (b) | | | This information is as of February 28, 2021, as reported in a Schedule 13G filed on March 10, 2021 by Prudential Financial, Inc. The Schedule 13G reports aggregate beneficial ownership of 12,384,410 shares, including: (i) sole power to vote or direct the vote of 73,691 shares; (ii) shared power to vote or direct the vote of 12,310,719 shares; (iii) sole power to dispose or direct the disposal of 73,691 shares; and (iv) shared power to dispose or to direct the disposition of 12,310,719 shares. | | | | | | | | | | | |

| (c) | | | This information is as of February 9, 2021, as reported in a Schedule 13G filed on February 19, 2021 by Oaktree Capital Group, LLC and the following members of its affiliated group: OCM XI CHK Holdings, LLC, OCM Xb CHK Holdings, LLC, Oaktree Fund GP, LLC, Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Group Holdings GP, LLC, Brookfield Asset Management Inc., and Partners Limited. The Schedule 13G reports aggregate beneficial ownership of 11,169,669 shares, including 380,552 shares issuable upon exercise of warrants. The reporting persons have sole power to vote or direct the vote of such shares and sole power to dispose or to direct the disposition of such shares. | | | | | | | | | | | |

| (d) | | | This information is as of February 26, 2021, as reported in a Schedule 13G filed on March 10, 2021 by FMR LLC. The Schedule 13G reports aggregate beneficial ownership of 10,023,433 shares, including: (i) sole power to vote or to direct the vote of 2,526,696 shares and (ii) sole power to dispose or direct the disposition of 10,023,433 shares. | | | | | | | | | | | |

| (e) | | | This information is as of February 9, 2021, as reported in a Schedule 13G filed on February 9, 2021 by D.E. Shaw & Co., L.L.C. and the following members of its affiliated group: D.E. Shaw & Co., L.P., and David E. Shaw. The Schedule 13G reports aggregate beneficial ownership of 7,242,597 shares, including shared power to vote or direct the vote of such shares and shared power to dispose or to direct the disposition of such shares. | | | | | | | | | | | |

[TABLE](#ibbe845919b13434aacb180973ac539ae_10) [](#ibbe845919b13434aacb180973ac539ae_10)[OF CONTENTS](#ibbe845919b13434aacb180973ac539ae_10)

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

|  | | | | | | Robert D. (“Doug”) Lawler | | | — | | | — | | | | | | — | | | * | | |

|  | | | | | | Michael A. Wichterich | | | — | | | 12,484 | | | | | | 12,484 | | | * | | |

| | | | Timothy S. Duncan | | | — | | | 7,156 | | | | | | 7,156 | | | * | | | | | |

| | | | Benjamin C. Duster, IV | | | — | | | 6,864 | | | | | | 6,864 | | | * | | | | | |

| | | | Sarah A. Emerson | | | — | | | 6,864 | | | | | | 6,864 | | | * | | | | | |

| | | | Matthew M. Gallagher | | | — | | | 7,594 | | | | | | 7,594 | | | * | | | | | |

| | | | Brian Steck | | | — | | | 7,594 | | | | | | 7,594 | | | * | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| (a) | | | Includes grants of restricted stock units awards issued that effectively vest on a pro rata basis over the 466-day period beginning on February 9, 2021 and ending on May 20, 2022, the anticipated date of the 2022 Annual Meeting of Shareholders. | | | | | | | | | | | | | | | | | | | | |

| * | | | Less than 1% | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | | | | | | | 19,727 (1) | | | | | | | | | | | | | | | $1,429.11 (1) | | | | | | | | | | | | 474,123 (2) | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (1) | | | Consists of: (i) options to purchase 19,727 shares of common stock with a weighted-average exercise price of $1,429.11 per share; and (ii) 1,021 shares of restricted stock units. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

When the Company emerged from bankruptcy on February 9, 2021, the Company's 2014 LTIP was terminated and a new 2021 LTIP was adopted by order of the United States Bankruptcy Court for the Southern District of Texas.

The new 2021 LTIP authorizes the issuance of up to 6,800,000 shares of the Company's common stock.

[TABLE](#ibbe845919b13434aacb180973ac539ae_10) [](#ibbe845919b13434aacb180973ac539ae_10)[OF CONTENTS](#ibbe845919b13434aacb180973ac539ae_10)

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| The Carlyle Group L.P. 1001 Pennsylvania Avenue NW, Suite 220 South Washington, DC 20004-2505 | 864,486(b) | 8.8% |

| The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 816,504(c) | 8.4% |

| State Street Corporation One Lincoln Street Boston, MA 02111 | 523,757(e) | 5.4% |

| *(a) To reflect the effect of the Company’s recently completed 1-for-200 reverse stock split, which was implemented effective as of the close of business on April 14, 2020, the number of shares disclosed on the applicable Schedule 13G filing has here been divided by 200.* *(b) This information is as of December 31, 2019, as reported in a Schedule 13G/A filed on February 13, 2020 by The Carlyle Group, L.P. and the following members of its affiliated group: Carlyle Group Management L.L.C., Carlyle Holdings I GP Inc., Carlyle Holdings I GP Sub L.L.C., Carlyle Holdings I L.P., TC Group, L.L.C., TC Group Sub L.P., TC Group VI S1, L.L.C., TC Group VI S1, L.P. and CP VI Eagle holdings, L.P. The Schedule 13G reports shared power to vote or direct the vote of 172,897,387 shares and shared power to dispose or to direct the disposition of 172,897,387 shares. Shares reported in the Schedule 13G filing do not reflect the effect of the Company’s recently completed 1-for-200 reverse stock split, which was implemented effective as of the close of business on April 14, 2020.* *(c) This information is as of December 31, 2019, as reported in a Schedule 13G/A filed on February 12, 2020 by The Vanguard Group. The Schedule 13G/A reports aggregate beneficial ownership of 163,300,973 shares, including: (i) sole power to vote or to direct the vote of 628,002 shares; (ii) shared power to vote or direct the vote of 291,102 shares; (iii) sole power to dispose or direct the disposition of 162,521,871 shares; and (iv) shared power to dispose or direct the disposition of 779,102 shares. Shares reported in the Schedule 13G filing do not reflect the effect of the Company’s recently completed 1-for-200 reverse stock split, which was implemented effective as of the close of business on April 14, 2020.* *(d) This information is as December 31, 2019, as reported in a Schedule 13G/A filed on March 20, 2020 by Franklin Resources, Inc. and the following members of its affiliated group: Charles B. Johnson, Rupert H. Johnson, Jr., Franklin Advisors, Inc. The Schedule 13G/A reports sole power to vote or direct the vote of 154,487,215 shares and sole power to dispose or to direct the disposition of 154,487,215 shares, including 4,483,702 shares of common stock issuable on the conversion of debt securities (as computed under Rule 13d-3(d)(1)(i).* *Shares reported in the Schedule 13G filing do not reflect the effect of the Company’s recently completed 1-for-200 reverse stock split, which was implemented effective as of the close of business on April 14, 2020.* *(e) This information is as of December 31, 2019, as reported in a Schedule 13G filed by State Street Corporation on February 14, 2019. The Schedule 13G reports shared power to vote or to direct the vote of 46,665,936 shares and shared power to dispose or to direct the disposition of 104,751,590 shares. Shares reported in the Schedule 13G filing do not reflect the effect of the Company’s recently completed 1-for-200 reverse stock split, which was implemented effective as of the close of business on April 14, 2020.* | | |

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| --- | --- | --- | --- | --- | --- | --- |

| OFFICERS | Robert D. (“Doug”) Lawler | 19,791(b) | 23,701(c)(d) | 43,492 | * | |

| DIRECTORS | R. Brad Martin | 5,639(f) | 1,099(d) | 6,738 | * | |

| Thomas L. Ryan | 4,972(g) | 570(d) | 5,542 | * | | |

| Merrill A. (“Pete”) Miller, Jr. | 1,895 | 549(d) | 2,444 | * | | |

| Leslie Starr Keating | 820 | 518(d) | 1,338 | * | | |

| Gloria R. Boyland | 666 | 518(d) | 1,184 | * | | |

| Luke R. Corbett | 534(h) | 518(d) | 1,052 | * | | |

| Mark A. Edmunds | 108 | 518 | 626 | * | | |

| *(a) To reflect the effect of the Company’s recently completed 1-for-200 reverse stock split, which was implemented effective as of the close of business on April 14, 2020, the number of shares and share equivalents have here been divided by 200.* *(b) Includes unvested shares of restricted stock granted pursuant to Mr. Lawler’s original employment agreement, effective as of June 17, 2013, as Pension Makeup Restricted Stock and as an inducement to employment, with respect to which Mr. Lawler has voting power.* *(c) Includes shares of common stock that can be acquired through the exercise of stock options on March 16, 2020, or within 60 days thereafter.* *(d) Includes RSUs that are scheduled to vest within 60 days of March 16, 2020.* *(e) Includes 353 shares held in a family trust.* *(f) Includes 250 shares held by the R. Brad Martin Family Foundation, over which Mr. Martin has voting control, and 15,000 shares held in a family trust for the benefit of Mr. Martin’s children.* *(g) Includes 900 shares held by a family trust for the benefit of Mr. Ryan’s children.* *(h) Includes 1 shares held by a trust for the benefit of Mr. Corbett’s family.* Less than 1%* | | | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | 15,529,854 | (1) | | $5.097 | (1) | | | | 29,865,514 | (2) |

[removed: BOARD MEMBERS][added: Independence of Board Members]

The Board’s guidelines. For a director to be considered independent, the [removed: Board, through its Nominating Committee,] [added: Board] must determine that he or she does not have any relationship that, in the opinion of the Board, would interfere with his or her independent judgment as a director.

The Board’s guidelines for director independence conform to the independence requirements in the [removed: NYSE] listing [removed: standards.][added: standards of the Nasdaq Stock Market.]

[removed: Applying the guidelines in 2019.] In [removed: determining director independence, the Board considered relevant transactions, relationships and arrangements in assessing independence, including relationships among Board members, their family members and the Company in 2017, 2018, 2019, and the 2020 first quarter, as described below under the caption: “Relationships and Transactions Considered for Director Independence.” In] accordance with our Corporate Governance Principles and the [removed: NYSE] listing [removed: standards,] [added: standards of] the [removed: Nominating Committee] [added: New York Stock Exchange, the then-serving Board of Directors] determined that all transactions and relationships it considered during its review were not material transactions or relationships with the Company and did not impair the independence of any of the [removed: independent] [added: non-employee] directors.

All members of the [added: current Board committees (the] Audit Committee, Compensation Committee, [removed: Finance] [added: Environmental and Social Governance] Committee and Nominating [added: and Corporate Governance Committee) and the former Board committees (the Audit Committee, Compensation Committee, Finance] Committee [added: and Nominating, Governance and Social Responsibility Committee)] must be independent, as defined by the Board’s Governance Principles.

| • | [added: | |] Heightened standards for Audit Committee members. Under a separate SEC independence requirement. Audit Committee members may not accept any consulting, advisory or other fee from Chesapeake or any of its subsidiaries, except compensation for Board service. | [added: | |]

| • | [added: | |] Heightened standards for members of the Compensation and Nominating Committees. As a policy matter, the Board also [removed: apples] [added: applies] a separate, heightened independence standard to members of the Compensation and Nominating [removed: Committees: no] [added: Committees. No] member of either committee may be a partner, member or principal of a law firm, accounting firm or investment banking firm that accepts consulting or advisory fees from Chesapeake or a subsidiary. In addition, in determining that Compensation Committee members are independent, [removed: NYSE] [added: Nasdaq] rules require the Board to consider their sources of compensation, including any consulting, advisory or other compensation pair by Chesapeake or a subsidiary. | [added: | |]

[removed: The] [added: As such, the then-serving members of the] Board [removed: has] determined that all members of the [added: Board’s former committees, including the] Audit, [removed: Compensation] [added: Compensation, Nominating, Governance & Social Responsibility] and [removed: Nominating Committees, as well as the] Finance [removed: Committee, are] [added: Committees, were] independent and, where applicable, also [removed: satisfy these] [added: satisfied the heightened] committee-specific independence [removed: requirements.][added: requirements.]

| [removed: DIRECTOR] [added: Director] | [removed: ORGANIZATION/ INDIVIDUAL] | [removed: RELATIONSHIP] | [removed: TRANSACTIONS] [added: Organization / Individual] | [removed: SIZE FOR EACH OF LAST THREE YEARS] | [added: | Relationship | | | Transactions | | | Size for Each of Last Three Years | | |]

| Ms. Boyland | [added: | |] FedEx Corporation | [added: | |] Former employee of FedEx | [added: | |] Sales to Chesapeake | [added: | |] <1% of FedEx revenues | [added: | |]

| Mr. Corbett | [added: | |] Grant Loxton, employee of Chesapeake (not an executive officer) | [added: | |] Son-in law of [added: Mr.] Corbett | [added: | |] Compensation paid by Chesapeake to Mr. Loxton | [added: | |] <$420,000 of annual cash and equity compensation paid by Chesapeake to Mr. Loxton | [added: | |]

| Mr. Martin | [added: | |] FedEx Corporation Pilot Travel Centers LLC | [added: | |] Director Member of Board of Managers | [added: | |] Sales to Chesapeake Sales to Chesapeake | [added: | |] <1% of FedEx revenues <1% of Pilot revenues | [added: | |]

| Mr. Miller | [added: | |] Ranger Energy Services, Inc. (RNGR) | [added: | |] Director | [added: | |] Sales to Chesapeake | [added: | |] <1% of RNGR revenues | [added: | |]

| All directors | [added: | |] Various charitable organizations | [added: | |] Director or Trustee | [added: | |] Charitable donations | [added: | |] <1% of organization’s revenues | [added: | |]

Grant Loxton, the son-in-law of Mr. Corbett, a [added: former non-employee] director of the [removed: Company,] [added: Company who resigned in February 2021,] has been an employee of the Company since May 2011.

Mr. Loxton’s total [removed: 2018] [added: 2020] cash and equity compensation was [removed: $402,119.][added: $409,684.]

Compensation arrangements for family members of related parties [removed: are] [added: were] approved by the Compensation Committee.

To ensure a strong and independent board, all directors of the Company, other than our Interim CEO, Mr. Wichterich, are independent.

A director cannot be considered independent unless the Board of Directors affirmatively determines that he or she does not have any relationship with management or the Company that may interfere with the exercise of his or her independent judgment.

Board Committees and Director Independence

| | | | | | |

| --- | --- | --- | --- | --- | --- |

Applying the Guidelines in 2021 – New Board of Directors. In determining director independence, the Board considered all relevant transactions, relationships and arrangements in assessing independence, including relationships among Board members, their family members and the Company in 2018, 2019, 2020, and the 2021 first quarter.

In accordance with our Corporate Governance Principles and the listing standards of The Nasdaq Stock Market, the Board determined that there were no material transactions or relationships with the Company that would impair the independence of any of the current non-employee directors.

As such, the current Board of Directors affirmatively determined that: (i) all six of our current non-employee directors (listed in Item 10 above, beginning on page 5) are independent under the Company’s guidelines and the independence standards of The Nasdaq Stock Market; and (ii) all members of the Audit, Compensation and Nominating & Corporate Governance Committees, and Environmental and Social Responsibility Committees, where applicable, also satisfy the heightened committee-specific independence requirements.

Applying the Guidelines in 2020 – Former Board of Directors. Prior to the Company's emergence from Chapter 11 in February 2021, the Company's Board of Directors consisted of the following non-employee directors: Gloria R.

Boyland, Luke R.

Corbett, Mark A.

Edmunds, Leslie Starr Keating, R.

Brad Martin, Merrill A.

(“Pete”) Miller and Thomas L.

Ryan.

In determining director independence, the Board considered relevant transactions, relationships and arrangements in assessing independence, including relationships among Board members, their family members and the Company in 2018, 2019, 2020, as described below:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

In addition, Anna Patterson, the daughter of Frank J.

Patterson, our EVP – Exploration and Production, has been an employee of the Company since June 2019.

Ms. Patterson’s total 2020 cash and equity compensation was $159,499.

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All of our Board members (listed in Item 10 above, beginning on page 6) other than our CEO, Mr. Lawler, are independent.

COMMITTEE MEMBERS

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| --- | --- |

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| --- | --- | --- | --- | --- |

BP p.l.c.

David C.

Lawler, who serves as the Chief Executive Officer of BP p.l.c.’s “Lower 48 Onshore” business, is the brother of Robert D.

Lawler, the Company’s CEO.

The Company engages in transactions with BP in the ordinary course of business and no such transaction has been determined to be a related party transaction under the Company’s related party transaction policy.

A summary of fees paid to our independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), for fiscal years [removed: 2018 and] 2019 [added: and 2020] is set forth below:

[added: |] PwC Fees for [removed: 2018] [added: 2019] and [removed: 2019][added: 2020 | | | | | | | | | | | | | | | | | | | | |]

| Audit(a) | [added: | | | | |] $ | [removed: 6,160,000] | | [added: 5,516,000 | | | | | |] $ | [removed: 5,850,000] | | [added: 6,160,000 | | |]

| Audit-related(b) | | [removed: 210,000] | | | [removed: 1,330,000] | | [added: | | — | | | | | | | | | 210,000 | | |]

| Tax(c) | | [removed: 370,000] | | | [removed: 310,000] | | [added: | | 77,000 | | | | | | | | | 370,000 | | |]

| All other [removed: fees] [added: fees(d)] | | [removed: —] | | | [added: | | | | 1,000 | | | | | | | | |] — | | [added: |]

| TOTAL | [added: | | | | |] $ | [removed: 6,740,000] | | [added: 5,594,000 | | | | | |] $ | [removed: 7,490,000] | | [added: 6,740,000 | | |]

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | 2020 | | | | | | | | | 2019 | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| (a) | | | Fees were for audits and interim reviews, including for subsidiaries of the Company, as well as the preparation of comfort letters, consents, and assistance with and review of documents filed with the SEC. | | | | | | | | | | | | | | | | | |

| (b) | | | These amounts related to the audits of employee benefit plans and other audit-related items. | | | | | | | | | | | | | | | | | |

| (c) | | | These amounts related to professional services rendered for preparation of annual K-1 statements for Chesapeake Granite Wash Trust unitholders and tax consulting services. | | | | | | | | | | | | | | | | | |

| (d) | | | These amounts related to services rendered for software licenses. | | | | | | | | | | | | | | | | | |

[TABLE](#ibbe845919b13434aacb180973ac539ae_10) [](#ibbe845919b13434aacb180973ac539ae_10)[OF CONTENTS](#ibbe845919b13434aacb180973ac539ae_10)

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| | 2019 | | | 2018 | | |

| *(a)* *Fees were for audits and interim reviews, including for subsidiaries of the Company, as well as the preparation of comfort letters, consents and assistance with and review of documents filed with the SEC.* *(b)* *These amounts related to the audits of employee benefit plans and other audit-related items, including the Company’s conversion to the successful efforts method of accounting for its oil and gas properties as reflected in the 2018 amounts shown above.* *(c)* *These amounts related to professional services rendered for preparation of annual K-1 statements for Chesapeake Granite Wash Trust unitholders and tax consulting services.* | | | | | | |

| | |

| --- | --- |

[removed: |] (a) [removed: |] The following financial statements, financial statement schedules and exhibits are filed as a part of this report: [removed: |]

[removed: | 1. | *Financial Statements*.] No financial statements are filed with this Form 10-K/A. [removed: |]

[removed: | 2. | *Financial Statement Schedules*.] No financial statement schedules are applicable or required. [removed: |]

| | | | | [added: | | | | | | | |] Incorporated by Reference | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| [removed: Exhibit Number] [added: Exhibit Number] | | [added: | | | |] Exhibit Description | | [added: | | | |] Form | | [added: | | | |] SEC [removed: File Number] [added: File Number] | | [added: | | | |] Exhibit | | [added: | | | |] Filing Date | | [added: | | | |] Filed [removed: or Furnished Herewith] [added: or Furnished Herewith] | [added: | |]

| [removed: 3.1.1] [added: 3.1] | | [removed: [Chesapeake Energy Corporation] [added: | | | | [Second Amended and] Restated Certificate of [removed: Incorporation.](http://www.sec.gov/Archives/edgar/data/895126/000089512619000070/ex311cec_restatedcoi02-26x.htm)] [added: Incorporation of Chesapeake Energy Corporation.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex312arcoi.htm)] | | [removed: 10-K] | | [added: | | 8-K | | | | | |] 001-13726 | | [removed: 3.1.1] | | [removed: 2/27/2019] | | [added: 3.1] | [added: | | | | | 2/9/2021 | | | | | | | | |]

| 3.2 | | [removed: [Chesapeake Energy Corporation] [added: | | | | [Second] Amended and Restated [removed: Bylaws.](http://www.sec.gov/Archives/edgar/data/895126/000089512614000171/bylawsex32.htm)] [added: Bylaws of Chesapeake Energy Corporation.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex32bylaws.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-13726 | | [added: | | | |] 3.2 | | [removed: 6/19/2014] | | | [added: | 2/9/2021 | | | | | | | | |]

| [removed: 4.1] [added: 10.20#] | | [removed: [Indenture] [added: | | | | [First Supplemental Indenture,] dated as of [removed: November 8, 2005] [added: February 9, 2021, by and] among Chesapeake Energy Corporation, [removed: as issuer,] the [removed: subsidiaries] [added: Guarantors] signatory thereto, [removed: as Subsidiary Guarantors] and [removed: The] [added: Deutsche] Bank [removed: of New York Mellon] Trust [removed: Company, N.A.,] [added: Company Americas,] as Trustee, with respect to [removed: 6.875%] [added: 5.5%] Senior Notes due [removed: 2020.](http://www.sec.gov/Archives/edgar/data/895126/000089512605000248/chk111005exh411.htm)] [added: 2026 and 5.875% Senior Notes due 2029.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000078/ex10132020-12x31firstsuppi.htm)] | | [removed: 8-K] | | [removed: 001-13726] | | [removed: 4.1.1] | | [removed: 11/15/2005] | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 4.2.4] [added: 10.18#] | | [removed: [Fourteenth Supplemental Indenture] [added: | | | | [Indenture] dated [removed: March 18, 2013] [added: as of February 5, 2021,] among Chesapeake [removed: Energy Corporation,] [added: Escrow Issuer LLC,] as [removed: issuer,] [added: Issuer,] the [removed: subsidiaries] [added: guarantors] signatory thereto, [removed: as Subsidiary Guarantors,] and Deutsche Bank Trust Company Americas, as Trustee, [added: with respect] to [removed: Indenture dated as of August 2, 2010.](http://www.sec.gov/Archives/edgar/data/895126/000119312513111124/d499888dex417.htm)] [added: 5.5% Senior Notes due 2026 and 5.875% Senior Notes due 2029.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000078/ex10112020-12x31indenture.htm)] | | [removed: S-3] | | [removed: 333-168509] | | [removed: 4.17] | | [removed: 3/18/2013] | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 4.4.1] [added: 10.3] | | [removed: [Amended and Restated Credit] [added: | | | | [Credit] Agreement, dated as of [removed: September 12, 2018, by and among: (i) the Company,] [added: February 9, 2021, among Chesapeake Energy Corporation,] as [removed: borrower; (ii)] [added: borrower,] MUFG Union [removed: Bank N.A., as the administrative agent, a swingline lender and a letter of credit issuer; (iii) Wells Fargo] Bank, [removed: National Association, as co-syndication agent, a swingline lender and a letter of credit issuer; (iv) JPMorgan Chase Bank,] N.A., as [removed: co-syndication] [added: administrative] agent, [removed: a swingline lender] and [removed: a letter of credit issuer; and (v) certain other] [added: the] lenders and [removed: letter of credit issuers named therein.](http://www.sec.gov/Archives/edgar/data/895126/000089512618000219/ex1012018-09x10creditagree.htm)] [added: other parties thereto.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex101creditagreement.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-13726 | | [added: | | | |] 10.1 | | [removed: 9/12/2018] | | | [added: | 2/9/2021 | | | | | | | | |]

| [removed: 4.4.2] [added: 10.4] | | [removed: [First Amendment to Amended and Restated Credit] [added: | | | | [Registration Rights] Agreement, dated as of February [removed: 1, 2019] [added: 9, 2021, by and] among Chesapeake Energy [removed: Corporation, MUFG Union Bank, N.A.] [added: Corporation] and the [removed: Lenders party thereto.](http://www.sec.gov/Archives/edgar/data/895126/000089512619000055/ex101firstamendmenttoamend.htm)] [added: other parties signatory thereto.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex102registrationrightsagr.htm)] | | [added: | | | |] 8-K | | [added: | | | |] 001-13726 | | [removed: 10.1] | | [removed: 2/1/2019] | | [added: 10.2] | [added: | | | | | 2/9/2021 | | | | | | | | |]

| [removed: 4.7] [added: 10.19*#] | | [removed: [Indenture] [added: | | | | [Joinder Agreement,] dated as of [removed: October 5, 2016,] [added: February 9, 2021, by and] among Chesapeake Energy [removed: Corporation,] [added: Corporation and] the [removed: subsidiary] guarantors [removed: named therein and Deutsche Bank Trust Company Americas, as trustee,] [added: party thereto,] with respect to [removed: the] 5.5% [removed: Convertible] Senior Notes due [removed: 2026](http://www.sec.gov/Archives/edgar/data/895126/000089512616000582/a41indenture.htm).] [added: 2026 and 5.875% Senior Notes due 2029.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000078/ex10122020-12x31purchaseag.htm)] | | [removed: 8-K] | | [removed: 001-13726] | | [removed: 4.1] | | [removed: 10/5/2016] | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 10.3.1†] [added: 10.16†] | | [added: | | | |] [Chesapeake Energy Corporation [removed: Deferred Compensation Plan for Non-Employee Directors.](http://www.sec.gov/Archives/edgar/data/895126/000089512613000076/chk-ex_1016x20121231x10k.htm)] [added: 2021 Long Term Incentive Plan](http://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex107ltip.htm)[.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex107ltip.htm)] | | [removed: 10-K] | | [added: | | 8-K | | | | | |] 001-13726 | | [removed: 10.16] | | [removed: 3/1/2013] | | [added: 10.7] | [added: | | | | | 2/9/2021 | | | | | | | | |]

| [removed: 10.4.1†] [added: 10.8.1†] | | [added: | | | |] [Employment Agreement dated as of May 20, 2013 between Robert D. Lawler and Chesapeake Energy Corporation.](http://www.sec.gov/Archives/edgar/data/895126/000089512613000167/chk05232013_101.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-13726 | | [added: | | | |] 10.1 | | [added: | | | |] 5/23/2013 | | | [added: | | | | | |]

| [removed: 10.4.2†] [added: 10.8.2†] | | [added: | | | |] [Amendment to Employment Agreement between Robert D. Lawler and Chesapeake Energy Corporation dated as of June 16, 2016.](http://www.sec.gov/Archives/edgar/data/895126/000089512616000462/ex1012016-06x17employmenta.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-13726 | | [added: | | | |] 10.1 | | [added: | | | |] 6/17/2016 | | | [added: | | | | | |]

| [removed: 10.4.3†] [added: 10.8.3†] | | [added: | | | |] [Amendment to Employment Agreement between Robert D. Lawler and Chesapeake Energy Corporation dated as of December 31, 2018.](http://www.sec.gov/Archives/edgar/data/895126/000089512619000027/ex1012018-12x31employmenta.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-13726 | | [added: | | | |] 10.1 | | [added: | | | |] 1/4/2019 | | | [added: | | | | | |]

| [removed: 10.5†] [added: 10.9†] | | [added: | | | |] [Employment Agreement dated as of January 1, 2019 between Domenic J. [removed: Dell’Osso,] [added: Dell'Osso,] Jr. and Chesapeake Energy Corporation.](http://www.sec.gov/Archives/edgar/data/895126/000089512619000027/ex1022019-01x01employmenta.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-13726 | | [added: | | | |] 10.2 | | [added: | | | |] 1/4/2019 | | | [added: | | | | | |]

| [removed: 10.6†] [added: 10.10†] | | [added: | | | |] [Employment Agreement dated as of January 1, 2019 between James R. Webb and Chesapeake Energy Corporation.](http://www.sec.gov/Archives/edgar/data/895126/000089512619000027/ex1032019-01x01employmenta.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-13726 | | [added: | | | |] 10.3 | | [added: | | | |] 1/4/2019 | | | [added: | | | | | |]

| [removed: 10.7†] [added: 10.11†] | | [added: | | | |] [Employment Agreement dated as of January 1, 2019 between Frank J. Patterson and Chesapeake Energy Corporation.](http://www.sec.gov/Archives/edgar/data/895126/000089512619000027/ex1042019-01x01employmenta.htm) | | [added: | | | |] 8-K | | [added: | | | |] 001-13726 | | [added: | | | |] 10.4 | | [added: | | | |] 1/4/2019 | | | [added: | | | | | |]

| [removed: 10.8†] [added: 10.12†] | | [added: | | | |] [Employment Agreement dated as of January 1, 2019 between [removed: Chesapeake Energy Corporation and] William M. [removed: Buergler.](http://www.sec.gov/Archives/edgar/data/895126/000089512619000070/ex10102019-01x01employment.htm)] [added: Buergler and Chesapeake Energy Corporation.](http://www.sec.gov/Archives/edgar/data/895126/000089512619000070/ex10102019-01x01employment.htm)] | | [removed: 8-K] | | [added: | | 10-K | | | | | |] 001-13726 | | [removed: 10.11] | | [added: | | 10.10 | | | | | |] 2/27/2019 | | | [added: | | | | | |]

| [removed: 10.9†] [added: 10.13†] | | [added: | | | |] [Form of Employment Agreement dated as of January 1, 2019 between Executive Vice [removed: President/Senior] [added: President / Senior] Vice President and Chesapeake Energy Corporation.](http://www.sec.gov/Archives/edgar/data/895126/000089512619000070/ex10112019-01x01formofexec.htm) | | [removed: 8-K] | | [added: | | 10-K | | | | | |] 001-13726 | | [added: | | | |] 10.11 | | [added: | | | |] 2/27/2019 | | | [added: | | | | | |]

| [removed: 21#] | | [removed: Subsidiaries of Chesapeake Energy Corporation.] | [removed: |] [added: CHESAPEAKE ENERGY CORPORATION] | | | | | | | | |

| 31.1# | | [removed: Robert] [added: | | | | [Robert] D. Lawler, President and Chief Executive Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.] [added: 2002.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000078/chk-ex_311x20201231x10k.htm)] | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| 31.2# | | [removed: Domenic] [added: | | | | [Domenic] J. Dell’Osso, Jr., Executive Vice President and Chief Financial Officer, Certification pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.] [added: 2002.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000078/chk-ex_312x20201231x10k.htm)] | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| [removed: [31.3](https://www.sec.gov/Archives/edgar/data/895126/000089512620000108/ex313to10k-a.htm)] [added: 32.1#] | | [removed: Robert] [added: | | | | [Robert] D. Lawler, President and Chief Executive Officer, Certification pursuant to Section [removed: 302] [added: 906] of the Sarbanes-Oxley Act of [removed: 2002.] [added: 2002.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000078/chk-ex_321x20201231x10k.htm)] | | | | | | | | | | [removed: X] | [added: | | | | | | | | | | | | | | | | | | | | | |]

| [removed: [31.4](https://www.sec.gov/Archives/edgar/data/895126/000089512620000108/ex314to10k-a.htm)] [added: 31.4] | | [removed: Domenic] [added: | | | | [Domenic] J. Dell’Osso, Jr., Executive Vice President and Chief Financial Officer, Certification pursuant to Section [removed: 302] [added: 906] of the Sarbanes-Oxley Act of [removed: 2002.] [added: 2002.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000090/ex314cfocertification2021-.htm)] | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | |] X | [added: | |]

| [removed: 32.1#] [added: 32.2#] | | [removed: Robert D. Lawler,] [added: | | | | [Domenic J. Dell’Osso, Jr., Executive Vice] President and Chief [removed: Executive] [added: Financial] Officer, Certification pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.] [added: 2002.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000078/chk-ex_322x20201231x10k.htm)] | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| 101 [removed: INS#] [added: INS] | | [added: | | | |] Inline XBRL Instance Document. | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | X | | |]

| 101 [removed: SCH#] [added: SCH] | | [added: | | | |] Inline XBRL Taxonomy Extension Schema Document. | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | X | | |]

| 101 [removed: CAL#] [added: CAL] | | [added: | | | |] Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | X | | |]

| 101 [removed: DEF#] [added: DEF] | | [added: | | | |] Inline XBRL Taxonomy Extension Definition Linkbase Document. | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | X | | |]

| 101 [removed: LAB#] [added: LAB] | | [added: | | | |] Inline XBRL Taxonomy Extension Labels Linkbase Document. | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | X | | |]

| 101 [removed: PRE#] [added: PRE] | | [added: | | | |] Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | X | | |]

| 104 | | [added: | | | |] Cover Page Interactive Data file - the Cover Page Interactive Data File does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL [removed: document] [added: document.] | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | X | | |]

| * | | [added: | | | |] Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| † | | [added: | | | |] Management contract or compensatory plan or arrangement. | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| # | | [added: | | | |] Previously filed with the Original 10-K Filing. | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | |]

| PLEASE NOTE: Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed or incorporated by reference the agreements referenced above as exhibits to this Annual Report on Form 10-K. The agreements have been filed to provide investors with information regarding their respective terms. The agreements are not intended to provide any other factual information about Chesapeake Energy Corporation or its business or operations. In particular, the assertions embodied in any representations, warranties and covenants contained in the agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable to investors and may be qualified by information in confidential disclosure schedules not included with the exhibits. These disclosure schedules may contain information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the agreements. Moreover, certain representations, warranties and covenants in the agreements may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. In addition, information concerning the subject matter of the representations, warranties and covenants may have changed after the date of the respective agreement, which subsequent information may or may not be fully reflected in our public disclosures. Accordingly, investors should not rely on the representations, warranties and covenants in the agreements as characterizations of the actual state of facts about Chesapeake Energy Corporation or its business or operations on the date hereof. | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [removed: *President and] [added: | | | | | | *Interim] Chief Executive Officer* | [added: | |]

1.*Financial Statements*.

2.*Financial Statement Schedules*.

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| 2.1 | | | | | | [Fifth Amended Joint Plan of Reorganization of Chesapeake Energy Corporation and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Exhibit A of the Confirmation Order).](http://www.sec.gov/Archives/edgar/data/895126/000089512621000016/ex212021-01x16confirmation.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 2.1 | | | | | | 1/19/2021 | | | | | | | | |

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| 3.3# | | | | | | [Certificate of Elimination of Series B Preferred Stock of Chesapeake Energy Corporation.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000078/ex332020x12x31certificateo.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| 4.1 | | | | | | [Description of Securities.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000035/form8-axemergence.htm) | | | | | | 8-A | | | | | | 001-13726 | | | | | | N/A | | | | | | 2/9/2021 | | | | | | | | |

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| 10.1 | | | | | | [Restructuring Support Agreement, dated June 28, 2020.](http://www.sec.gov/Archives/edgar/data/895126/000110465920077745/tm2023599d1_ex10-1.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.1 | | | | | | 6/29/2020 | | | | | | | | |

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| 10.2 | | | | | | [Backstop Commitment Agreement, dated June 28, 2020 (Exhibit 4 to the Restructuring Support Agreement).](http://www.sec.gov/Archives/edgar/data/895126/000110465920077745/tm2023599d1_ex10-1.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.1 | | | | | | 6/29/2020 | | | | | | | | |

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| 10.5 | | | | | | [Class A Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex103classawarrantagreement.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.3 | | | | | | 2/9/2021 | | | | | | | | |

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| 10.6 | | | | | | [Class B Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex104classbwarrantagreement.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.4 | | | | | | 2/9/2021 | | | | | | | | |

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| 10.7 | | | | | | [Class C Warrant Agreement, dated as of February 9, 2021, between Chesapeake Energy Corporation and Equiniti Trust Company.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex105classcwarrantagreement.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.5 | | | | | | 2/9/2021 | | | | | | | | |

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[TABLE](#ibbe845919b13434aacb180973ac539ae_10) [](#ibbe845919b13434aacb180973ac539ae_10)[OF CONTENTS](#ibbe845919b13434aacb180973ac539ae_10)

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| 10.14 | | | | | | [Form of Incentive Agreement between Executive Vice President / Senior Vice President and Chesapeake Energy Corporation.](https://www.sec.gov/Archives/edgar/data/895126/000089512621000090/ex1014-formofincentiveagmt.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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| 10.15 | | | | | | [Form of Indemnity Agreement.](http://www.sec.gov/Archives/edgar/data/895126/000089512621000033/ex106formofindemnityagreem.htm) | | | | | | 8-K | | | | | | 001-13726 | | | | | | 10.6 | | | | | | 2/9/2021 | | | | | | | | |

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| 2.1 | | [Purchase and Sale Agreement by and among certain subsidiaries of Chesapeake Energy Corporation and EAP Ohio, LLC dated July 26, 2018.](http://www.sec.gov/Archives/edgar/data/895126/000089512618000260/chk-ex_21x20180930x10qutic.htm) | | 10-Q | | 001-13726 | | 2.1 | | 10/30/2018 | | |

| 2.2.1* | | [Agreement and Plan of Merger by and among Chesapeake Energy Corporation, Coleburn Inc. and WildHorse Resource Development Corporation, dated as of October 29, 2018, as amended.](http://www.sec.gov/Archives/edgar/data/895126/000119312518312408/d633672dex21.htm) | | 8-K | | 001-13726 | | 2.1 | | 10/30/2018 | | |

| 2.2.2 | | [Amendment No. 1 to Agreement and Plan of Merger, dated as of December 12, 2018, by and among Chesapeake Energy Corporation, Coleburn Inc. and WildHorse Resource Development Corporation.](http://www.sec.gov/Archives/edgar/data/895126/000119312518352481/d625918ds4a.htm#tx625918_29) | | S-4/A | | 333-228679 | | Annex A | | 12/19/2018 | | |

| 3.1.2 | | [Certificate of Designation of 5% Cumulative Convertible Preferred Stock (Series 2005B), as amended.](http://www.sec.gov/Archives/edgar/data/895126/000119312508231841/dex314.htm) | | 10-Q | | 001-13726 | | 3.1.4 | | 11/10/2008 | | |

| 3.1.3 | | [Certificate of Designation of 4.5% Cumulative Convertible Preferred Stock, as amended.](http://www.sec.gov/Archives/edgar/data/895126/000119312508173415/dex316.htm) | | 10-Q | | 001-13726 | | 3.1.6 | | 8/11/2008 | | |

| 3.1.4 | | [Certificate of Designation of 5.75% Cumulative Non-Voting Convertible Preferred Stock (Series A).](http://www.sec.gov/Archives/edgar/data/895126/000089512610000072/chk05202010_32.htm) | | 8-K | | 001-13726 | | 3.2 | | 5/20/2010 | | |

| 3.1.5 | | [Certificate of Designation of 5.75% Cumulative Non-Voting Convertible Preferred Stock, as amended.](http://www.sec.gov/Archives/edgar/data/895126/000119312510182451/dex315.htm) | | 10-Q | | 001-13726 | | 3.1.5 | | 8/9/2010 | | |

| 4.2.1 | | [Indenture dated as of August 2, 2010 among Chesapeake Energy Corporation, as issuer, the subsidiaries signatory thereto, as Subsidiary Guarantors, and the Bank of New York Mellon Trust Company, N.A., as Trustee.](http://www.sec.gov/Archives/edgar/data/895126/000119312510175388/dex41.htm) | | S-3 | | 333-168509 | | 4.1 | | 8/3/2010 | | |

| 4.2.2 | | [Second Supplemental Indenture, dated as of August 17, 2010 to Indenture dated as of August 2, 2010 with respect to 6.625% Senior Notes due 2020.](http://www.sec.gov/Archives/edgar/data/895126/000089512610000167/chk90242010_43.htm) | | 8-A | | 001-13726 | | 4.3 | | 9/24/2010 | | |

| 4.2.3 | | [Fifth Supplemental Indenture dated February 11, 2011 to Indenture dated as of August 2, 2010 with respect to 6.125% Senior Notes due 2021](http://www.sec.gov/Archives/edgar/data/895126/000089512611000060/chk02212011_42.htm). | | 8-A | | 001-13726 | | 4.2 | | 2/22/2011 | | |

| 4.2.5 | | [Sixteenth Supplemental Indenture dated April 1, 2013 to Indenture dated as of August 2, 2010 with respect to 5.375% Senior Notes due 2021.](http://www.sec.gov/Archives/edgar/data/895126/000089512613000132/chk04082013_ex43.htm) | | 8-A | | 001-13726 | | 4.3 | | 4/8/2013 | | |

| 4.2.6 | | [Seventeenth Supplemental Indenture dated April 1, 2013 to Indenture dated as of August 2, 2010 with respect to 5.75% Senior Notes due 2023.](http://www.sec.gov/Archives/edgar/data/895126/000089512613000132/chk04082013_ex44.htm) | | 8-A | | 001-13726 | | 4.4 | | 4/8/2013 | | |

| 4.3.1 | | [Indenture dated as of April 24, 2014 by and among Chesapeake Energy Corporation, as Issuer, the subsidiaries signatory thereto, as Subsidiary Guarantors, and Deutsche Bank Trust Company Americas, as Trustee.](http://www.sec.gov/Archives/edgar/data/895126/000119312514167690/d716194dex41.htm) | | 8-K | | 001-13726 | | 4.1 | | 4/29/2014 | | |

| 4.3.2 | | [Second Supplemental Indenture dated as of April 24, 2014 to Indenture dated as of April 24, 2014 with respect to 4.875% Senior Notes due 2022.](http://www.sec.gov/Archives/edgar/data/895126/000119312514167690/d716194dex43.htm) | | 8-K | | 001-13726 | | 4.3 | | 4/29/2014 | | |

| 4.4.3 | | [Second Amendment to Amended and Restated Credit Agreement, dated as of December 3, 2019 among Chesapeake, MUFG Union Bank, N.A. and the Lenders party thereto.](http://www.sec.gov/Archives/edgar/data/895126/000089512619000237/ex101to8-k2019x12x032n.htm) | | 8-K | | 001-13726 | | 10.1 | | 12/4/2019 | | |

| 4.4.4†† | | [Third Amendment to Amended and Restated Credit Agreement, dated as of December 26, 2019, among Chesapeake, MUFG Union Bank, N.A. and the Lenders party thereto.](http://www.sec.gov/Archives/edgar/data/895126/000110465919076296/tm1926440d2_ex10-1.htm) | | 8-K | | 001-13726 | | 10.1 | | 12/27/2019 | | |

| 4.5 | | [Intercreditor Agreement dated as of December 23, 2015 between MUFG Bank, N.A., as Priority Lien Agent, and Deutsche Bank Trust Company Americas, as Second Lien Collateral Trustee, and acknowledged by Chesapeake and certain of its subsidiaries.](http://www.sec.gov/Archives/edgar/data/895126/000119312515412911/d90939dex101.htm) | | 8-K | | 001-13726 | | 10.1 | | 12/23/2015 | | |

| 4.6 | | [Collateral Trust Agreement, dated as of December 23, 2015, by and among Chesapeake, the guarantors named therein, and Deutsche Bank Trust Company Americas as the representative of the holders of the Second Lien Notes and as collateral trustee.](http://www.sec.gov/Archives/edgar/data/895126/000119312515412911/d90939dex102.htm) | | 8-K | | 001-13726 | | 10.2 | | 12/23/2015 | | |

| 4.8 | | [Sixth Supplemental indenture dated as of December 20, 2016 to indenture dated as of April 24, 2014 with respect to 8.00% Senior Notes due 2025.](http://www.sec.gov/Archives/edgar/data/895126/000089512616000625/a42sixthsupplementalindent.htm) | | 8-K | | 001-13726 | | 4.2 | | 12/20/2016 | | |

| 4.9 | | [Seventh Supplemental Indenture dated as of June 6, 2017 to Indenture dated as of April 24, 2014 with respect to 8.00% Senior Notes due 2027.](http://www.sec.gov/Archives/edgar/data/895126/000089512617000184/chk-20170606exhibit42seven.htm) | | 8-K | | 001-13726 | | 4.2 | | 6/7/2017 | | |

| 4.10 | | [Eighth Supplemental Indenture, dated as of September 27, 2018 to Indenture dated as of April 24, 2014 with respect to 7.00% Senior Notes due 2024.](http://www.sec.gov/Archives/edgar/data/895126/000119312518284752/d623087dex42.htm) | | 8-K | | 001-13726 | | 4.2 | | 9/27/2018 | | |

| 4.11 | | [Ninth Supplemental Indenture, dated as of September 27, 2018 to Indenture dated as of April 24, 2014 with respect to 7.50% Senior Notes due 2026.](http://www.sec.gov/Archives/edgar/data/895126/000119312518284752/d623087dex43.htm) | | 8-K | | 001-13726 | | 4.3 | | 9/27/2018 | | |

| 4.12 | | [Tenth Supplemental Indenture, dated as of April 3, 2019 to Indenture dated as of April 24, 2014 with respect to 8.00% Senior Notes due 2026.](http://www.sec.gov/Archives/edgar/data/895126/000089512619000125/a422019-04x03tenthsuppleme.htm) | | 8-K | | 001-13726 | | 4.2 | | 4/5/2019 | | |

| 4.13 | | [Registration Rights Agreement, dated as of April 3, 2019, among Chesapeake Energy Corporation, the subsidiary guarantors named therein and the dealer managers party thereto, with respect to 8.00% Senior Notes due 2026.](http://www.sec.gov/Archives/edgar/data/895126/000089512619000125/a442019-04x03registrationr.htm) | | 8-K | | 001-13726 | | 4.4 | | 4/5/2019 | | |

| 4.14.1 | | [Indenture dated as of February 1, 2017 by and among WildHorse Resource Development Corporation, as Issuer, each of the guarantors party thereto, and U.S. Bank National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1681714/000119312517027503/d333494dex41.htm) | | 8-K | | 001-37964 | | 4.1 | | 2/1/2017 | | |

| 4.14.2 | | [First Supplemental Indenture, dated as of June 30, 2017, by and among WHR Eagle Ford LLC, WildHorse Resource Development Corporation, the other subsidiary guarantors named therein and U.S. Bank National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1681714/000156459017017246/wrd-ex46_403.htm) | | 10-Q | | 001-37964 | | 4.6 | | 8/10/2017 | | |

| 4.14.3 | | [Second Supplemental Indenture, dated as of January 8, 2018 among Burleson Sand LLC, WildHorse Resource Development Corporation, the other subsidiary guarantors named therein and U.S. Bank National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1681714/000156459018005291/wrd-ex46_52.htm) | | 10-K | | 001-37964 | | 4.6 | | 3/12/2018 | | |

| 4.14.4 | | [Third Supplemental Indenture, dated as of August 2, 2018 among WHCC Infrastructure, a subsidiary of WildHorse Resource Development Corporation, the other Guarantors (as defined in the Indenture referred to therein) and U.S. Bank National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1681714/000155837018006889/wrd-20180630ex4699ec0a9.htm) | | 10-Q | | 001-37964 | | 4.6 | | 8/9/2018 | | |

| 4.14.5 | | [Fourth Supplemental Indenture, dated as February 1, 2019 among Brazos Valley Longhorn, L.L.C., as Successor Issuer, Brazos Valley Longhorn Finance Corp., as Co-Issuer, the Guarantors (as defined in the Indenture referred to therein) and U.S. Bank National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1681714/000168171419000010/ex41wrdfourthsupplementali.htm) | | 8-K | | 001-13726 | | 4.1 | | 2/1/2019 | | |

| 4.14.6 | | [Fifth Supplemental Indenture, dated as of December 19, 2019, to Indenture dated as of February 1, 2017, among Brazos Valley Longhorn, L.L.C., Brazos Valley Longhorn Finance Corp., the guarantors named therein, and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/895126/000110465919076135/tm1926440d1_ex4-5.htm) | | 8-K | | 001-13726 | | 4.5 | | 12/26/2019 | | |

| 4.15.1 | | [Indenture, dated as of December 19, 2019, among Chesapeake Energy Corporation, the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee and as collateral trustee, with respect to 11.5% Senior Notes due 2025.](http://www.sec.gov/Archives/edgar/data/895126/000110465919076135/tm1926440d1_ex4-1.htm) | | 8-K | | 001-13726 | | 4.1 | | 12/26/2019 | | |

| 4.15.2 | | [First Supplemental Indenture, dated as of December 23, 2019, to Indenture dated as of December 19, 2019, among Chesapeake Energy Corporation, the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee and as collateral trustee, with respect to 11.5% Senior Notes due 2025.](http://www.sec.gov/Archives/edgar/data/895126/000110465919076135/tm1926440d1_ex4-2.htm) | | 8-K | | 001-13726 | | 4.2 | | 12/26/2019 | | |

| 4.16 | | [Term Loan Agreement, dated as of December 19, 2019, among Chesapeake Energy Corporation, the lenders party thereto, and GLAS USA LLC, as term agent.](http://www.sec.gov/Archives/edgar/data/895126/000110465919076135/tm1926440d1_ex4-3.htm) | | 8-K | | 001-13726 | | 4.3 | | 12/26/2019 | | |

| 4.17 | | [Class A Term Loan Supplement, dated as of December 19, 2019, among Chesapeake Energy Corporation, the lenders party thereto, and GLAS USA LLC, as term agent.](http://www.sec.gov/Archives/edgar/data/895126/000110465919076135/tm1926440d1_ex4-4.htm) | | 8-K | | 001-13726 | | 4.4 | | 12/26/2019 | | |

| 4.18 | | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | | | | | | | | | |

| 10.1.1† | | [Chesapeake’s 2005 Amended and Restated Long Term Incentive Plan.](http://www.sec.gov/Archives/edgar/data/895126/000089512613000201/chk06142013_101.htm) | | 8-K | | 001-13726 | | 10.1 | | 6/20/2013 | | |