由切薩皮克能源公司提交

根據1933年《證券法》第 425 條

並被視為根據第 14a-12 條提交

根據1934年的《證券交易法》

標的公司：西南能源公司

美國證券交易委員會文件編號：001-08246

日期：2024 年 1 月 11 日

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加快美國的能源覆蓋面 2024 年 1 月 11 日 | 1 OH PA WV PREMIER 天然氣投資組合 PA NY 加快美國的能源覆蓋面 推動更實惠、更可靠和更低碳的未來 在優質盆地具有互補地位的明確工業邏輯 ~7.9 bcfe/d >5,000 個總地點 >15 年庫存 • 提供資本配置靈活性和增加銷量的能力 • >25 個不同地域的銷售點 • 改善規模和信貸質量，增強對消費者的交付能力 交易概述 合併企業價值 約240億美元 股票換證券交易所 每股 股 0.0867 股 SWN 普通股 預計所有權 ~ 60%/~ 40% 切薩皮克/西南 擴張董事會：7 CHK/4 SWN 非執行董事長：邁克·威奇特 Ich 總裁兼首席執行官：Nick Dell'Osso 公司將在關閉俄克拉荷馬州 總部後改名為新名稱，在休斯敦有重要業務 首屈一指的天然氣投資組合，具有良好的市場準入和增長空間，為消費者提供負擔得起的能源 通過 100% 認證的 負責任來源天然氣（RSG）交易量 投資級優質資本結構，可處理 波動率和緩衝回報 發揮顯著的協同效應，增加包括股東回報在內的所有財務指標 創建平臺以擴大營銷和交易業務，以 進入更多市場，緩解價格波動 並增加收入 LA LA HAYNN 路易斯安那州阿巴拉契亞州阿巴拉契亞 ：淨面積約65萬英畝， ~3.3 bcfe/d，100% 幹氣 俄亥俄州和西弗吉尼亞州：淨面積約53萬英畝， ~1.8bcfe/d，65% 幹氣 賓夕法尼亞州：淨產量約 650,000 英畝， ~2.8 bcfe/d，100% 幹氣 CHK SWN 注：CHK 和 SWN 在 23 年第三季度公開申報中的實際產量；不包括鷹福特

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加快美國的能源覆蓋面 2024 年 1 月 11 日 | 2 已確定的協同效應可增強股東價值 1.1 DVN 1.4 ARX 1.4 CNX 1.4 RRC 1.6 OVV 1.7 EOG 1.8 OXY 2.1 WDS 2.3 TOU 2.3 TOU 2.9 CTRA 3.1 COP 4.9 TTE 4.9 TTE 4.9 TTE 4.9 TTE 4.9 TTE 5.0 EQNNR 5.7 EQT 7.0 BP 7.1 SHEL 7.7 XOM 7.9 CVX CHK + SWN 7.3 創建具有全球相關性的天然氣生產商 3Q23 實際天然氣產量 (bcf/d) (1) 規模增強了向消費者提供負擔得起的天然氣的能力 • 銷售點>25 的多元化投資組合 br} • 近距離縮放資產通往墨西哥灣沿岸/ 液化天然氣走廊 • 將高達 20% 的產量與 國際市場連接起來 • 在休斯敦建立全球平臺以加強營銷 和貿易業務 • 通過交付 改善進入新的國內和 國際市場的機會 • 降低對大宗商品價格 波動和收入增加的敏感度 • 現金流確定性和回報率提高 (1) 公開申報中CHK和SWN的23第三季度實際產量；不包括鷹福特 (2) 預期到2026年實現全面協同效應 將帶來 顯著的預計協同效應 年度協同效應（百萬美元）（2） 我們共同準備好液化天然氣 業績： 預期總協同效應 其他運營 和資本 企業和設計與公司成本節約 區域成本 P&L 資本 $75 125 美元 130 美元 50 美元 20 美元 70 美元~400 美元/年 立即增加所有指標 每股現金流、每股自由現金流、每股資產淨值和投資回報率 量化協同效應之外的進一步上行潛力 改善信貸和資本成本 } 通過運營效率降低企業盈虧平衡 鑽探業績的改善、橫向延伸和基礎設施優化 預計未來五年每股股息將增加約 20%

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加快美國的能源覆蓋面 2024 年 1 月 11 日 | 3 筆交易增強了信用狀況 規模 ~7.9 bcfe/d >15 tcfe PDP 儲備 盈利能力 增強企業 盈利能力 盈利能力 增強型企業 盈利能力 財務政策 目標

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Accelerating America’s Energy Reach January 11, 2024 | 4 ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed transaction between Chesapeake Energy Corporation (“Chesapeake”) and Southwestern Energy Company (“Southwestern”), Chesapeake intends to file with the U.S. Securi-ties and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “registration state-ment”) to register the shares of Chesapeake’s common stock to be issued in connection with the proposed transaction. The registration statement will include a joint proxy statement of Chesapeake and Southwest-ern and will also constitute a prospectus of Chesapeake (the “joint proxy statement/prospectus”). Each of Chesapeake and Southwestern may also file other documents regarding the proposed transaction with the SEC. This document is not a substitute for the joint proxy statement/prospectus or the registration state-ment or any other document that Chesapeake or Southwestern may file with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT MAY BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CHESAPEAKE, SOUTHWESTERN, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS. After the registration statement has been declared effective, a definitive joint proxy statement/pro-spectus will be mailed to the stockholders of Chesapeake and Southwestern. Investors will be able to obtain free copies of the registration statement and joint proxy statement/prospectus and other rele-vant documents containing important information about Chesapeake, Southwestern and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Chesapeake may be obtained free of charge on Chesapeake’s website at http://investors.chk.com/. Copies of the documents filed with the SEC by Southwestern may be obtained free of charge on Southwestern’s website at https://ir.swn.com/ CorporateProfile/default.aspx. PARTICIPANTS IN THE SOLICITATION Chesapeake and Southwestern and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction contemplated by the joint proxy statement/prospectus. In-formation regarding Chesapeake’s directors and executive officers and their ownership of Chesapeake’s securities is set forth in Chesapeake’s filings with the SEC, including Chesapeake’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and its Proxy Statement on Schedule 14A, which was filed with the SEC on April 28, 2023. To the extent such person’s ownership of Chesapeake’s securities has changed since the filing of Chesapeake’s proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC thereafter. Informa-tion regarding Southwestern’s directors and executive officers and their ownership of Southwestern’s securities is set forth in Southwestern’s filings with the SEC, including Southwestern’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and its Proxy Statement on Schedule 14A, which was filed with the SEC on April 5, 2023. To the extent such person’s ownership of Southwestern’s securities has changed since the filing of Southwestern’s proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC thereafter. Ad-ditional information regarding the interests of those persons and other persons who may be deemed participants in the proxy solicitations may be obtained by reading the joint proxy statement/prospectus and other relevant materials that will be filed with the SEC regarding the proposed transaction when such documents become available. You may obtain free copies of these documents as described in the preceding paragraph. NO OFFER OR SOLICITATION This communication relates to the proposed transaction between Chesapeake and Southwestern. This communication is for informational purposes only and shall not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the require-ments of Section 10 of the Securities Act of 1933, as amended. This communication contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “cause,” “continue,” “could,” “depend,” “develop,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “have,” “impact,” “implement,” “increase,” “intends,” “lead,” “maintain,” “may,” “might,” “plans,” “potential,” “possible,” “projected,” “reduce,” “remain,” “result,” “scheduled,” “seek,” “should,” “will,” “would” and other similar words or expressions. The absence of such words or expressions does not necessarily mean the statements are not forward-looking. Forward-looking statements are not statements of historical fact and reflect Chesapeake’s and Southwestern’s current views about future events. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between Chesa-peake and Southwestern, the expected closing of the proposed transaction and the timing thereof and the proforma combined company and its operations, strategies and plans, integration, enhancements to invest-ment grade credit profile, emissions profile, debt levels and leverage ratio, capital expenditures, liquidity, return on capital employed, net asset value, cost of capital, operating cash flows, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance, capital structure, achievement of investment-grade credit rating, expected accretion to earnings NAV, ROCE, cash flow and free cash flow, anticipated dividends, and natural gas portfolio, demand for products, quality of inventory and ability to deliver affordable lower carbon energy. Information adjusted for the proposed transaction should not be considered a forecast of future results. Although we believe our forward-looking statements are reasonable, statements made regarding future results are not guarantees of future performance and are subject to nu-merous assumptions, uncertainties and risks that are difficult to predict. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. Actual outcomes and results may differ materially from the results stated or implied in the forward-looking statements included in this communication due to a number of factors, including, but not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the possibility that Chesapeake stockholders may not approve the issuance of Ches-apeake’s common stock in connection with the proposed transaction; the possibility that the stockhold-ers of Southwestern may not approve the merger agreement; the risk that Chesapeake or Southwestern may be unable to obtain governmental and regulatory approvals required for the proposed transaction, or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger; the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all; risks related to disruption of management time from ongoing business operations due to the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Chesapeake’s common stock or Southwestern’s common stock; the risk of any unexpected costs or expenses resulting from the proposed transaction; the risk of any litigation relating to the proposed trans-action; the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Chesapeake and Southwestern to retain and hire key personnel, on the ability of and Southwest-ern to attract third-party customers and maintain its relationships with derivatives counterparties and on Chesapeake’s and Southwestern’s operating results and businesses generally; the risk that problems Chesapeake may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the combined company may be unable to achieve synergies or other anticipated benefits of the proposed transaction or it may take longer than expected to achieve those synergies or benefits and other important factors that could cause actual results to differ materially from those projected; the volatility in commodity prices for crude oil and natural gas, the presence or recoverability of estimated reserves; the ability to replace reserves; environmental risks, drilling and operating risks, including the potential liability for remedial ac-tions or assessments under existing or future environmental regulations and litigation; exploration and development risks; the effect of future regulatory or legislative actions on the companies or the industry in which they operate, including the risk of new restrictions with respect to oil and natural gas development activities; the risk that the credit ratings of the combined business may be different from what the com-panies expect; the ability of management to execute its plans to meet its goals and other risks inherent in Chesapeake’s and Southwestern’s businesses; public health crises, such as pandemics and epidemics, and any related government policies and actions; the potential disruption or interruption of Chesapeake’s or Southwestern’s operations due to war, accidents, political events, civil unrest, severe weather, cyber threats, terrorist acts, or other natural or human causes beyond Chesapeake’s or Southwestern’s control; and the combined company’s ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward-looking statements. All such factors are difficult to predict and are beyond Chesapeake’s or Southwestern’s control, including those detailed in Chesapeake’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at http://investors.chk.com/ and on the SEC’s website at http://www.sec.gov, and those detailed in Southwestern’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on Southwestern’s website at https:// ir.swn.com/CorporateProfile/default.aspx and on the SEC’s website at http://www.sec.gov. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Chesapeake and Southwestern undertake no obligation to publicly correct or update the forward-looking statements in this communication, in other documents, or on their respective websites to reflect new infor-mation, future events or otherwise, except as required by applicable law. All such statements are expressly qualified by this cautionary statement. Readers are cautioned not to place undue reliance on these for-ward-looking statements that speak only as of the date hereof. This presentation contains certain financial measures that are not prepared or presented in accordance with generally accepted accounting principles (“GAAP”). These non-GAAP financial measures include EBITDAX and net debt. Non-GAAP financial measures are not measurements of financial performance under GAAP and should not be alternatives to amounts presented in accordance with GAAP. Chesapeake and Southwestern view these non-GAAP financial measures as supplemental and they are not intended to be a substitute for, or superior to, the information provided by GAAP financial results. FORWARD-LOOKING STATEMENTS IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS