Warrants

Important Tax Information

Pursuant to the warrant agreements, distributions to the common stockholders may result in an adjustment to the exercise price and the conversion ratio of each warrant class. Expand Energy expects that such adjustments will be treated under Internal Revenue Code Section 305(c) as deemed distributions for U.S. federal income tax purposes. Any deemed distributions will be taxed and reported to the Internal Revenue Service in the same manner as actual distributions on stock and thus could be taxable as dividends (in whole or in part), despite the absence of any actual payment of cash or property to the warrant holder. For a non-U.S. holder of warrants, any such deemed dividends may be subject to U.S. federal withholding tax. Each holder of warrants should consult their own tax advisor concerning the tax consequences of any deemed distributions.  

IRS Form 8937s which describe the deemed dividend arising from each warrant adjustment are posted under Tax Documents.

Estimated Diluted Share Count(1)

Common Shares
Total Common Shares Outstanding and Reserved for GUC231,843,493  

 

Warrants(2)
FMV of Common ShareClass# of WarrantsExercise PriceIssuable Common Shares Upon Exercise of Warrant
 A1,260,494$22.5761,150,768
$89.7011B3,124,093$26.2542,695,863
 C5,146,564$29.5624,209,557
Total Common Shares Issuable upon Exercise of Warrants8,056,188

 

Total Estimated Diluted Share Count(3)239,899,861

 

(1) Calculated as of 11/14/2024 using CHK common share fair market value (VWAP over the 10 trading days immediately preceding the specified date), warrant exercise price and outstanding common share and warrant counts (inclusive of 777,368 Common shares and 1,466,502 Class C warrants held in reserve for general unsecured claims) vs. the GAAP diluted share count as reported through 10-Q/K filings (CHK common share price and outstanding common share and warrant counts as an average over the reporting period and warrant exercise price as of the quarter/year end).
(2) Assumes all warrants exercised using net/costless settlement method and 1.00:1.22 ratio of warrants exercised to common shares issued (cumulative carried forward adjustment to issuable common shares of 0.04)
(3) Excludes 5,722,357 common shares held in reserve for employee incentive plan.

IssuerExpand Energy Corp
NUMBER OF OUTSTANDING WARRANTS1,260,494
EXERCISE PRICE$22.576
CUSIP NUMBER165167 164
ISIN NUMBERUS1651671646
ISSUE DESCRIPTIONWT CL A EXP
MATURITY DATE2/9/2026
ISO CFIRWSTCA
FISNCHESAPEAKE ENER/CALL WT EQ 2026 CL

 

 

IssuerExpand Energy Corp
NUMBER OF OUTSTANDING WARRANTS3,124,093
EXERCISE PRICE$26.254
CUSIP NUMBER165167 172
ISIN NUMBERUS1651671729
ISSUE DESCRIPTIONWT CL B EXP
MATURITY DATE2/9/2026
ISO CFIRWSTCA
FISNCHESAPEAKE ENER/CALL WT EQ 2026 CL

 

IssuerExpand Energy Corp
NUMBER OF OUTSTANDING WARRANTS5,146,564
EXERCISE PRICE$29.562
CUSIP NUMBER165167 180
ISIN NUMBERUS1651671802
ISSUE DESCRIPTIONWT CL C EXP
MATURITY DATE2/9/2026
ISO CFIRWSTCA
FISNCHESAPEAKE ENER/CALL WT EQ 2026 CL

 

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