EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 (Registration Statement) is being filed by
Southwestern Energy Company (the Company) for the purpose of registering an additional 750,000 shares of the Companys common stock, par value $0.01 per share (Common Stock) for issuance under the Southwestern Energy
Company 401(k) Savings Plan, as amended from time to time (the Plan). Pursuant to General Instruction E to Form S-8, the contents of the Companys Form
S-8 Registration Statements previously filed with the Securities and Exchange Commission (the Commission) on June 9, 2005 (File No. 333-125714) as
amended by Post-Effective Amendments No. 1 and No. 2 filed with the Commission on June 30, 2006, and January 31, 2007, respectively, November 13, 2012 (File No. 333-184885),
February 26, 2016 (File No. 333-209752) and November 30, 2018 (File No. 333-228629) are herein incorporated by reference and made part of this
Registration Statement, except to the extent supplemented, superseded or modified by the specific information set forth below or the specific exhibits attached hereto.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed (or will be filed) by the Company with the Commission, are incorporated by reference in this
Registration Statement:
(1) The Companys Annual Report on Form
10-K for the fiscal year ended December 31, 2022 (the Annual Report) filed with the Commission on February 23, 2023; Quarterly Report on Form
10-Q for the fiscal period ended March 31, 2023 filed with the Commission on April 27, 2023;
Quarterly Report on Form 10-Q for the fiscal period ended June
30, 2023 filed with the Commission on August 3, 2023; and Quarterly Report on Form 10-Q for the fiscal
period ended September 30, 2023 filed with the Commission on November 2, 2023;
(2) The Companys Current Reports on Form 8-K filed with the Commission on January
27, 2023, February
27, 2023, March 22, 2023, May 22,
2023, and June 5, 2023 (Item 5.02 only);
(3) The description of the Companys company stock contained in the Registration Statement on Form
8-A dated October 23, 1981, as amended by Amendment No. 1 filed with the Companys Current Report on Form 8-K dated July 8, 1993 and Amendment
No. 2 filed with the Companys Current Report on Form 8-K/A dated August 3, 2006 and set forth in
Exhibit 4.1 to the Annual Report, including any amendment or report filed for the purpose of updating such description; and
(4) The Plans Annual Report on Form 11-K for the fiscal year ended December 31, 2022, as filed with the Commission on June 23, 2023.
In addition, all documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the Exchange Act), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Nothing in this Registration Statement shall be deemed to incorporate any
information provided in these documents that is furnished (rather than filed) or is otherwise not deemed to be filed under applicable Commission rules.