Form 4: Chord Energy Executive Reports Equity Transactions

Chord Energy's EVP, CAO, GC & Corp Secretary, Shannon Browning Kinney, reported recent equity transactions including tax-related share disposals and new grants of restricted stock units, performance share units, and market stock units.

Summary

• Shannon Browning Kinney, EVP, CAO, GC & Corp Secretary of Chord Energy Corp (CHRD), reported several equity transactions.
• On January 22, 2026, 794 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, the reporting person beneficially owned 13,856 shares of Common Stock directly.
• On January 23, 2026, the reporting person was granted 8,642 Restricted Stock Units (RSUs) as part of her 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.
• After the RSU grant, the reporting person's direct beneficial ownership of Common Stock increased to 22,498 shares.
• Also on January 23, 2026, 2,700 target Performance Share Units (PSUs) were granted as part of the annual compensation package under the LTIP. These PSUs represent a contingent right to receive 0% to 200% of target shares based on the Company's Total Shareholder Return (TSR) over a three-year measurement period starting January 1, 2026, with any excess over target settled in cash.
• Additionally, 2,160 target Market Stock Units (MSUs) were granted on January 23, 2026, as part of the annual compensation package under the LTIP. These MSUs represent a contingent right to receive shares based on a factor reflecting cumulative TSR over a three-year period starting January 1, 2026, not to exceed 200% of target MSUs.
• The reporting person beneficially owns 6,192 Performance Share Units and 8,352 Market Stock Units directly.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to executive compensation and tax withholding, which are neutral events in terms of company performance or outlook.

Positives

• The grant of 8,642 Restricted Stock Units, 2,700 target Performance Share Units, and 2,160 target Market Stock Units aligns the executive's interests with long-term shareholder value creation.
• The equity grants are part of the executive's ordinary course annual compensation, indicating a structured and ongoing incentive program.

Negatives

• 794 shares of Common Stock were disposed of to cover tax withholding obligations, which is a standard practice but represents a reduction in direct share ownership.

Risks

• No specific risks related to company operations or financial health are disclosed in this Form 4 filing, as it primarily reports insider transactions.

Future Outlook

The newly granted Performance Share Units and Market Stock Units are contingent on the Company's Total Shareholder Return (TSR) over a three-year measurement period beginning January 1, 2026. The number of shares earned from these units can range from zero to 200% of the target, with any excess over target PSUs settled in cash.

Industry Context

This Form 4 filing details routine executive compensation, which is a common practice across publicly traded companies in the energy sector and beyond. The use of performance-based equity awards like PSUs and MSUs is a standard mechanism to incentivize long-term performance aligned with shareholder interests, particularly in industries sensitive to market fluctuations and commodity prices.

Comparison to Industry Standards

• The structure of equity compensation, including Restricted Stock Units, Performance Share Units tied to Total Shareholder Return (TSR), and Market Stock Units, is consistent with best practices for executive incentive plans observed in the broader energy industry and among S&P 500 companies.
• TSR-based awards are widely used to link executive pay directly to shareholder returns, a common feature in compensation packages for companies like ExxonMobil, Chevron, and Occidental Petroleum, though specific metrics and weighting may vary.
• The three-year measurement period for performance-based awards is a typical duration designed to encourage sustained strategic focus rather than short-term gains.

Related Party Transactions

• The equity grants to Shannon Browning Kinney, an executive officer, constitute related party transactions as part of her compensation package.

Stakeholder Impact

• Shareholders: The equity grants align management's long-term incentives with shareholder value creation, potentially benefiting shareholders if performance targets are met.
• Employees: No direct impact on general employees is indicated, as this filing pertains to executive compensation.

Next Steps

• The Performance Share Units and Market Stock Units will vest based on Chord Energy's Total Shareholder Return (TSR) performance over a three-year period commencing January 1, 2026.
• The Restricted Stock Units will vest according to their specified schedule, leading to the issuance of Common Stock.

Key Dates

Keywords

Chord Energy, CHRD, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, Performance Share Units, Market Stock Units, Equity Grant, Long Term Incentive Plan