8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM 8-K

CURRENTREPORT

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

Date of Report (Dateof earliest event reported): September 12, 2022

CHESAPEAKE ENERGY CORPORATION

(Exact name of Registrant as specified in its Charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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

Item 8.01 Other Events

On September 12, 2022, Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), issued a press release announcing the second amendment of the Company’s previously announced exchange offers relating to its outstanding (i) Class A warrants, which warrants trade on The Nasdaq Stock Market LLC (the “NASDAQ”) under the symbol “CHKEW,” (ii) Class B warrants, which warrants trade on the NASDAQ under the symbol “CHKEZ,” and (iii) Class C warrants, which warrants trade on the NASDAQ under the symbol “CHKEL,” each to purchase shares of common stock of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

The following exhibits are being filed herewith:

SIGNATURE

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

Exhibit 99.1

FOR IMMEDIATE RELEASE

SEPTEMBER 12, 2022

CHESAPEAKE ENERGYCORPORATION ANNOUNCES AMENDMENTOF EXCHANGE OFFERS RELATING TO WARRANTS

OKLAHOMA CITY, September 12, 2022 – Chesapeake Energy Corporation (NASDAQ:CHK) (“Chesapeake” or the “Company”) today announced that it has amended its previously announced exchange offers (each, an “Offer,” and collectively, the “Offers”) relating to its outstanding (i) Class A warrants (the “Class A warrants”), (ii) Class B warrants (the “Class B warrants”) and (iii) Class C warrants (the “Class C warrants,” and together with the Class A warrants and the Class B warrants, the “warrants”), each to purchase shares of common stock, par value $0.01 per share, of the Company (“common stock”). The Company has extended the offering period for each Offer until 11:59 p.m. (New York City time) on October 7, 2022 (each such date, an “Expiration Date”), as described in the Company’s Schedule TO and Prospectus/Offers to Exchange, each, as amended.

The Company is offering to all holders of the warrants the opportunity to receive a number of shares of common stock to be determined over a ten trading day volume-weighted average trading price measurement period, in each case, for warrants validly tendered and accepted for exchange pursuant to the Offers, as further described in the Company’s Schedule TO and Prospectus/Offers to Exchange, each, as amended. In connection with the amendment, the measurement period is now expected to begin on September 26, 2022.

Tendered warrants may be withdrawn by holders at any time prior to the applicable Expiration Date. The Company may extend or amend an Offer without extending or amending any other Offer.

The Offers are being made pursuant to an amended Prospectus/Offers to Exchange dated September 12, 2022, and an amended Schedule TO, dated September 12, 2022, each of which has been filed with the U.S. Securities and Exchange Commission (“SEC”) and more fully set forth the terms and conditions of the Offers.

Chesapeake’s common stock, Class A warrants, Class B warrants and Class C warrants are listed on The Nasdaq Stock Market LLC under the symbols “CHK,” “CHKEW,” “CHKEZ” and “CHKEL,” respectively. As of August 17, 2022, there were 120,848,720 shares of common stock, 9,751,853 Class A warrants, 12,290,669 Class B warrants and 11,269,865 Class C warrants outstanding.

The Company has engaged Citigroup Global Markets Inc., Cowen and Company, LLC and Intrepid Partners, LLC as the dealer managers for the Offers. Any questions or requests for assistance concerning the Offers may be directed to Citigroup Global Markets Inc. at 1 (212) 723-7914; Cowen and Company, LLC at 1 (646) 562-1010; and Intrepid Partners, LLC at 1 (713) 292-0863. D.F. King & Co., Inc. has been appointed as the information agent for the Offers, and Equiniti Trust Company has been appointed as the exchange agent. Requests for documents should be directed to D.F. King & Co., Inc. at 1 (877) 732-3617 (for warrant holders) or 1 (212) 269-5550 (for banks and brokers) or via the following email address: chk@dfking.com.

ImportantAdditional Information Has Been Filed with the SEC

Copies of the Schedule TO and Prospectus/Offers to Exchange, each, as amended, will be available free of charge at the website of the SEC at www.sec.gov. Requests for documents may also be directed to D.F. King & Co., Inc. at 1 (877) 732-3617 (for warrant holders) or 1 (212) 269-5550 (for banks and brokers) or via the following email address: chk@dfking.com. A registration statement on Form S-4 relating to the securities to be issued in the Offers has been filed with the SEC but has not yet become effective. Such securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the warrants or an offer to sell or a solicitation of an offer to buy any shares of common stock in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. The Offers are being made only through the Schedule TO and Prospectus/Offers to Exchange, each, as amended, and the complete terms and conditions of the Offers are set forth in the Schedule TO and Prospectus/Offers to Exchange, each, as amended.

Holders of the warrants are urged to read the Schedule TO and Prospectus/Offers to Exchange, each, as amended, carefully before making any decision with respect to the Offers because they contain important information, including the various terms of, and conditions to, the Offers.

None of the Company, any of its management or its board of directors, or the information agent, the exchange agent or any dealer manager makes any recommendation as to whether or not holders of warrants should tender warrants for exchange in the Offers.

Headquarteredin Oklahoma City, Chesapeake Energy Corporation is powered by dedicated and innovative employees who are focused on discovering and responsiblydeveloping our leading positions in top U.S. oil and gas plays. With a goal to achieve net-zero direct GHG emissions by 2035, Chesapeakeis committed to safely answering the call for affordable, reliable, lower carbon energy.

Forward-Looking Statements

This news releaseincludes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E ofthe Securities Exchange Act of 1934. Forward-looking statements are statements other than statements of historical fact. They includestatements that give our current expectations, management’s outlook guidance or forecasts of future events, expected natural gasand oil growth trajectory, projected cash flow and liquidity, our ability to enhance our cash flow and financial flexibility, dividendplans, future production and commodity mix, plans and objectives for future operations, ESG initiatives, the ability of our employees,portfolio strength and operational leadership to create long-term value, and the assumptions on which such statements are based. Althoughwe believe the expectations and forecasts reflected in our forward-looking statements are reasonable, they are inherently subject tonumerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. No assurance can begiven that such forward-looking statements will be correct or achieved or that the assumptions are accurate or will not change over time.

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Factors thatcould cause actual results to differ materially from expected results include those described under “Risk Factors” in Item1A of our annual report on Form 10-K and any updates to those factors set forth in Chesapeake’s subsequent quarterly reports onForm 10-Q or current reports on Form 8-K (available at http://www.chk.com/investors/sec-filings). These risk factors include: the abilityto execute on our business strategy following emergence from bankruptcy; the impact of inflation and commodity price volatility resultingfrom Russia’s invasion of Ukraine, COVID-19 and related supply chain constraints, along with the effect on our business, financialcondition, employees, contractors and vendors, and on the global demand for oil and natural gas and U.S. and world financial markets;the acquisitions of Vine Energy Inc. (“Vine”) and Chief E&D Holdings, LP and affiliates of Tug Hill, Inc. (together, “Chief”), including our ability to successfully integrate the businesses of Vine and Chief into the Company and achieve theexpected synergies from these acquisitions within the expected timeframes; effects of purchase price adjustments and indemnity obligations;the volatility of oil, natural gas and NGL prices; the limitations our level of indebtedness may have on our financial flexibility; ourability to comply with the covenants under our credit facility and other indebtedness; our inability to access the capital markets onfavorable terms; the availability of cash flows from operations and other funds to fund cash dividends, repurchases of equity, to financereserve replacement costs and/or satisfy our debt obligations; write-downs of our oil and natural gas asset carrying values due to lowcommodity prices; our ability to replace reserves and sustain production; uncertainties inherent in estimating quantities of oil, naturalgas and NGL reserves and projecting future rates of production and the amount and timing of development expenditures; our ability togenerate profits or achieve targeted results in drilling and well operations; leasehold terms expiring before production can be established;commodity derivative activities resulting in lower prices realized on oil, natural gas and NGL sales; the need to secure derivative liabilitiesand the inability of counterparties to satisfy their obligations; adverse developments or losses from pending or future litigation andregulatory proceedings, including royalty claims; charges incurred in response to market conditions; drilling and operating risks andresulting liabilities; effects of environmental protection laws and regulations on our business and legislative, regulatory and environmental,social and governance (“ESG”) initiatives, addressing environmental concerns, including initiatives addressing the impactof global climate change or further regulating hydraulic fracturing, methane emissions, flaring or water disposal; our ability to achieveand maintain ESG goals and certifications; our need to secure adequate supplies of water for our drilling operations and to dispose ofor recycle the water used; impacts of potential legislative and regulatory actions addressing climate change; federal and state tax proposalsaffecting our industry; potential OTC derivatives regulation limiting our ability to hedge against commodity price fluctuations; competitionin the oil and gas exploration and production industry; a deterioration in general economic, business or industry conditions; negativepublic perceptions of our industry; limited control over properties we do not operate; pipeline and gathering system capacity constraintsand transportation interruptions; terrorist activities or cyber-attacks adversely impacting our operations; and an interruption in operationsat our headquarters due to a catastrophic event.

In addition,disclosures concerning the estimated contribution of derivative contracts to our future results of operations are based upon market informationas of a specific date. These market prices are subject to significant volatility. Our production forecasts are also dependent upon manyassumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. We cautionyou not to place undue reliance on our forward-looking statements that speak only as of the date of this news release, and we undertakeno obligation to update any of the information provided in this release, except as required by applicable law. In addition, this newsrelease contains time-sensitive information that reflects management’s best judgment only as of the date of this news release.

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