Form 4: Chord Energy COO Reports Equity Transactions

Chord Energy's EVP and COO, Darrin J. Henke, reported recent equity transactions including tax-related share withholding and new grants of restricted stock units, performance share units, and market stock units.

Summary

• Darrin J. Henke, Executive Vice President and Chief Operating Officer of Chord Energy Corp (CHRD), filed a Form 4 detailing recent changes in his beneficial ownership.
• On January 22, 2026, 1,085 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. Henke beneficially owned 12,214 shares of Common Stock directly.
• On January 23, 2026, Mr. Henke was granted 11,076 Restricted Stock Units (RSUs) as part of his ordinary course annual compensation package under the Issuer's Long Term Incentive Plan (LTIP).
• Each RSU represents a contingent right to receive one share of Common Stock.
• After the RSU grant, Mr. Henke's direct beneficial ownership of Common Stock increased to 23,290 shares.
• Also on January 23, 2026, Mr. Henke was granted 3,461 target Performance Share Units (PSUs) under the LTIP.
• These PSUs represent a contingent right to receive shares of Common Stock, ranging from zero to 200% of target, based on the Company's total shareholder return (TSR) over a three-year measurement period beginning January 1, 2026. Any excess earned units beyond target will be settled in cash.
• Additionally, on January 23, 2026, Mr. Henke was granted 2,769 target Market Stock Units (MSUs) under the LTIP.
• MSUs represent a contingent right to receive shares of Common Stock based on cumulative TSR over a three-year period beginning January 1, 2026, with the number of earned units not exceeding 200% of target.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation activities, including new equity grants, which is generally a neutral to slightly positive event as it aligns executive incentives with shareholder interests. There are no unexpected positive or negative financial results.

Positives

• The EVP and COO received new grants of 11,076 Restricted Stock Units, 3,461 target Performance Share Units, and 2,769 target Market Stock Units, indicating ongoing executive compensation and alignment of interests.
• The equity awards are part of the ordinary course annual compensation package, reflecting standard executive incentive practices.

Negatives

• A disposition of 1,085 shares of Common Stock occurred to cover tax withholding obligations, which is a routine event upon vesting of equity awards and not indicative of a negative outlook.

Risks

• Performance Share Units (PSUs) and Market Stock Units (MSUs) are contingent rights, meaning the actual number of shares received depends on the Company's total shareholder return (TSR) performance over a three-year period, introducing performance risk for the recipient.
• If the Company's TSR performance is poor, the number of earned PSUs and MSUs could be significantly reduced, potentially to zero for PSUs, or capped at 200% for both if performance is exceptionally strong.

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 forward-looking incentive structure for executive performance.

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 Long Term Incentive Plan.

Industry Context

This filing reflects routine executive compensation practices common across publicly traded companies, where long-term incentive plans (LTIPs) are used to align executive interests with shareholder value through equity awards tied to performance metrics like Total Shareholder Return (TSR).

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs), Performance Share Units (PSUs), and Market Stock Units (MSUs) as components of executive compensation is a standard practice in the energy sector and broader corporate landscape, aiming to incentivize long-term performance and retention.
• Tying a portion of executive compensation to Total Shareholder Return (TSR) over a multi-year period is a common benchmark for performance-based awards, aligning executive payouts directly with shareholder returns, similar to practices seen in companies like ExxonMobil or Chevron for their senior executives.

Corporate Governance

Related Party Transactions

• The reported transactions involve the grant of equity awards and tax-related share withholding between Chord Energy Corp and its Executive Vice President and Chief Operating Officer, Darrin J. Henke, which are standard related-party transactions in the context of executive compensation.

Stakeholder Impact

• Shareholders: The equity grants, particularly the performance-based units, aim to align the interests of the EVP and COO with those of shareholders by tying a portion of his compensation to the company's total shareholder return over a multi-year period.
• Employees: While not directly impacting all employees, the executive compensation structure can influence overall company culture and performance expectations.

Next Steps

• The granted Restricted Stock Units will vest over time, leading to the issuance of Common Stock.
• The Performance Share Units and Market Stock Units will be measured against the Company's Total Shareholder Return (TSR) over a three-year period beginning January 1, 2026, with settlement occurring after this period based on performance.

Key Dates

Keywords

Chord Energy, CHRD, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, Performance Share Units, Market Stock Units, Equity Awards, Total Shareholder Return