Form 4: Chord Energy CFO Reports Equity Transactions

Chord Energy's EVP, CFO, and Treasurer, Richard N. Robuck, reported routine equity transactions including tax-related share withholding and new grants of restricted stock units, performance share units, and market stock units.

Summary

• Richard N. Robuck, EVP, CFO, and Treasurer of Chord Energy Corp (CHRD), reported changes in his beneficial ownership of company securities.
• On January 22, 2026, 1,044 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 disposition, Robuck beneficially owned 23,585 shares of Common Stock.
• On January 23, 2026, Robuck was granted 11,076 Restricted Stock Units (RSUs) as part of his ordinary course annual compensation package. Each RSU represents a contingent right to receive one share of Common Stock.
• Also on January 23, 2026, Robuck was granted 3,461 target Performance Share Units (PSUs), which are contingent rights to receive Common Stock based on the company's total shareholder return (TSR) over a three-year measurement period starting January 1, 2026. Excess earned units over 200% of target will be settled in cash.
• Additionally, on January 23, 2026, Robuck was granted 2,769 target Market Stock Units (MSUs), contingent rights to receive Common Stock based on cumulative TSR over a three-year period starting January 1, 2026, capped at 200% of target.
• After these acquisitions, Robuck's direct beneficial ownership of Common Stock increased to 34,661 shares.
• His beneficial ownership of derivative securities (PSUs and MSUs) increased to 7,819 PSUs and 10,588 MSUs.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation activities, including grants of long-term equity awards that align management's interests with shareholder value creation. The disposition of shares was for tax purposes, a standard event. Overall, it's a neutral to slightly positive signal due to the continued executive alignment.

Positives

• Grant of 11,076 Restricted Stock Units (RSUs) to the EVP, CFO, and Treasurer as part of his annual compensation.
• Grant of 3,461 target Performance Share Units (PSUs) which align executive compensation with the company's total shareholder return (TSR) over a three-year period.
• Grant of 2,769 target Market Stock Units (MSUs) which also align executive compensation with cumulative TSR over a three-year period.
• Increased beneficial ownership of common stock and derivative securities by a key executive, signaling continued alignment with shareholder interests.

Negatives

• Disposition of 1,044 shares of Common Stock at $95.17 per share to cover tax withholding obligations, reducing direct share ownership temporarily.

Risks

• The value of Performance Share Units (PSUs) and Market Stock Units (MSUs) is contingent on the company's total shareholder return (TSR) over a three-year period, introducing variability in the ultimate payout.
• For PSUs, if earned units exceed 200% of target, the excess will be settled in cash rather than common stock, which could dilute the direct equity alignment for those specific excess units.

Future Outlook

The grants of Performance Share Units and Market Stock Units are tied to the company's total shareholder return (TSR) over a three-year measurement period beginning January 1, 2026, indicating a long-term focus on shareholder value creation for executive incentives.

Management Comments

• The Reporting Person was granted 11,076 Restricted Stock Units by the Issuer as part of his ordinary course annual compensation package pursuant to the Issuer's LTIP.
• The Reporting Person was granted 3,461 target Performance Share Units by the Issuer as part of his ordinary course annual compensation package pursuant to the LTIP.
• The Reporting Person was granted 2,769 target Market Stock Units by the Issuer as part of his ordinary course annual compensation package pursuant to the LTIP.

Industry Context

Executive compensation packages in the energy sector, particularly for senior leadership, commonly include a mix of base salary, cash bonuses, and long-term equity incentives such as restricted stock units, performance share units, and market stock units. These equity components are designed to align management's interests with those of shareholders by tying a significant portion of their potential compensation to the company's stock performance and other strategic metrics over multi-year periods.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) is a standard practice across many industries, including energy, for executive retention and alignment.
• Performance Share Units (PSUs) and Market Stock Units (MSUs) tied to Total Shareholder Return (TSR) over a multi-year period are common in the energy sector and broader market for performance-based compensation, similar to practices seen at peers like EOG Resources, Pioneer Natural Resources, or Marathon Oil, which also utilize performance-based equity awards to incentivize long-term value creation.
• The cap of 200% on earned units for both PSUs and MSUs is a typical feature in such plans to manage potential excessive payouts while still providing significant upside for strong performance.

Stakeholder Impact

• Shareholders: The grants of performance-based equity awards (PSUs, MSUs) align the EVP, CFO, and Treasurer's incentives directly with the company's total shareholder return, potentially benefiting shareholders through motivated leadership focused on long-term value.
• Employees: The filing pertains specifically to a senior executive's compensation, but the underlying Long Term Incentive Plan (LTIP) framework may apply to other key employees, indicating a structured approach to employee retention and motivation.

Next Steps

• Vesting of the 11,076 Restricted Stock Units over their specified schedule.
• Measurement of Chord Energy's Total Shareholder Return (TSR) over the three-year period beginning January 1, 2026, to determine the number of earned Performance Share Units and Market Stock Units.
• Settlement of earned Performance Share Units and Market Stock Units in Common Stock (and potentially cash for PSUs exceeding 200% target) after the three-year measurement period.

Key Dates

Recommendation

This Form 4 details routine executive compensation and tax-related share dispositions. It does not contain any new material information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The grants of performance-based equity awards are a standard practice to align executive incentives with long-term shareholder value, reinforcing a 'hold' stance based on existing fundamentals.

Keywords

Chord Energy, CHRD, Executive Compensation, Restricted Stock Units, Performance Share Units, Market Stock Units, Insider Trading, Equity Awards, CFO, Total Shareholder Return