Form 4: Chord Energy CEO's Equity Compensation Update

Chord Energy Corp. CEO Daniel E. Brown reported recent equity transactions, including tax-related share withholding and grants of restricted stock, performance share, and market stock units as part of his annual compensation.

Summary

• Daniel E. Brown, President and CEO of Chord Energy Corp. (CHRD), reported changes in his beneficial ownership of company securities.
• On January 22, 2026, 2,007 shares of Common Stock were disposed of at a price of $95.17 per share to satisfy tax withholding obligations related to the vesting and settlement of restricted stock units.
• Following this transaction, Mr. Brown's direct beneficial ownership of Common Stock was 172,665 shares.
• On January 23, 2026, Mr. Brown was granted 21,051 Restricted Stock Units (RSUs) as part of his ordinary course annual compensation package under the Issuer's 2020 Long Term Incentive Plan (LTIP). Each RSU represents a contingent right to receive one share of Common Stock.
• Also on January 23, 2026, Mr. Brown was granted 10,525 target Performance Share Units (PSUs) as part of his annual compensation. These PSUs represent a contingent right to receive Common Stock, ranging from zero to 200% of target, based on the company's total shareholder return (TSR) over a three-year measurement period starting January 1, 2026. Any excess earned units over target will be settled in cash.
• Additionally, on January 23, 2026, Mr. Brown was granted 7,017 target Market Stock Units (MSUs) as part of his annual compensation. These MSUs represent a contingent right to receive Common Stock based on cumulative TSR over a three-year period starting January 1, 2026, with the number of earned units not exceeding 200% of target.
• After these transactions, Mr. Brown's direct beneficial ownership of Common Stock increased to 193,716 shares, along with 23,522 Performance Share Units and 30,539 Market Stock Units.

Sentiment

Score: 6

Explanation: The filing reflects routine executive compensation activities, which are generally positive for aligning management incentives with shareholder interests. The grants of performance-based units demonstrate a commitment to long-term value creation, though the tax-related disposition is a neutral, administrative event.

Positives

• The grants of 21,051 Restricted Stock Units, 10,525 target Performance Share Units, and 7,017 target Market Stock Units align the CEO's incentives with shareholder value creation.
• The equity compensation package is part of the ordinary course annual compensation, indicating a structured approach to executive incentives.

Risks

• The actual number of shares received from Performance Share Units and Market Stock Units is contingent on the company's Total Shareholder Return (TSR) over a three-year period, meaning the final payout is uncertain and dependent on future performance.
• If the company's TSR performance is poor, the number of earned Performance Share Units and Market Stock Units could be significantly lower than the target, or even zero.

Future Outlook

The future compensation from Performance Share Units and Market Stock Units is directly tied to Chord Energy's Total Shareholder Return (TSR) over a three-year period beginning January 1, 2026. This structure aims to incentivize long-term performance and shareholder value creation.

Management Comments

• The grants of Restricted Stock Units, Performance Share Units, and Market Stock Units were part of the Reporting Person's ordinary course annual compensation package pursuant to the Issuer's 2020 Long Term Incentive Plan.

Industry Context

Executive equity compensation, particularly through performance-based units like PSUs and MSUs, is a common practice in publicly traded companies across various industries, including the energy sector. This structure is designed to align management's interests with those of shareholders by linking compensation to company performance metrics such as Total Shareholder Return.

Stakeholder Impact

• Shareholders: The equity grants, particularly the performance-based units, are designed to align the CEO's financial interests with the company's Total Shareholder Return, potentially benefiting shareholders through enhanced long-term performance.
• Employees: While not directly impacting all employees, the executive compensation structure can set a precedent for performance-based incentives within the company.

Next Steps

• The Performance Share Units and Market Stock Units will be measured against Chord Energy's Total Shareholder Return over a three-year period beginning January 1, 2026, to determine the number of shares to be earned.
• The Restricted Stock Units will vest according to their specified schedule, leading to future share issuances and potential tax withholdings.

Key Dates

Keywords

Chord Energy, CHRD, Form 4, Insider Transaction, Equity Compensation, Restricted Stock Units, Performance Share Units, Market Stock Units, CEO Compensation, Daniel E. Brown, Long Term Incentive Plan, Total Shareholder Return