Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock

Upon our emergence from Chapter 11 bankruptcy on February 9, 2021, our then-authorized common stock and preferred stock were canceled and released under the Plan without receiving any recovery on account thereof. In accordance with the Plan confirmed by the Bankruptcy Court on February 9, 2021, we issued 97,097,081 shares of New Common Stock of the Successor, which are listed on the Nasdaq Stock Market LLC under the symbol CHK. In addition, on February 9, 2021, we issued 11,111,111 Class A Warrants, 12,345,679 Class B Warrants and 9,768,527 Class C Warrants, each of which are exercisable for one share of common stock per warrant at the initial exercise prices of $27.63, $32.13 and $36.18 per share, respectively. The warrants are immediately exercisable and will expire on February 9, 2026. For more information regarding our emergence from Chapter 11 bankruptcy and our Plan of Reorganization, see Note 2 of the notes to our consolidated financial statements included in Item 8 of Part II of this report.

Dividends

We declared the first quarterly dividend on our New Common Stock in the second quarter of 2021 of $0.34375 per share (an initial annual rate of $1.375 per share). In the third quarter of 2021, we announced an increase in the base quarterly dividend to $0.4375 per share (an annual rate of $1.75 per share) and announced our intent to adopt a variable return program that will result in the payment of an additional variable dividend, payable beginning in March 2022, equal to the sum of Adjusted Free Cash Flow from the prior quarter less the base quarterly dividend, multiplied by 50%. In January 2022, we announced our intent to increase the base dividend to $0.50 per share (an annual rate of $2.00 per share) beginning in the second quarter of 2022.

Repurchases of Equity Securities; Unregistered Sales of Equity Securities and Use of Proceeds

There were no repurchases or unregistered sales of our common stock during the quarter ended December 31, 2021.

On December 2, 2021, we announced that our Board of Directors authorized the repurchase of up to $1.0 billion in aggregate value of our common stock and/or warrants from time to time. The repurchase authorization permits repurchases on a discretionary basis as determined by management, subject to market conditions, applicable legal requirements, available liquidity, compliance with the Company’s debt agreements and other appropriate factors. As of February 21, 2022, no repurchases had occurred.

Shareholders

As of February 21, 2022, there were approximately 146 holders of record of our common stock.