Form 4: Chord Energy Executive's Equity Compensation Update

Chord Energy's EVP, CSO, and CCO, Michael H. Lou, reported recent equity compensation grants and a tax-related stock disposition.

Summary

• Michael H. Lou, Executive Vice President, Chief Strategy Officer, and Chief Commercial Officer of Chord Energy Corp (CHRD), reported changes in his beneficial ownership of company securities.
• On January 22, 2026, 1,090 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, Michael H. Lou beneficially owned 86,526 shares of Common Stock directly.
• On January 23, 2026, Michael H. Lou was granted 11,852 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.
• Also on January 23, 2026, he was granted 3,704 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 starting January 1, 2026. Any excess over target will be settled in cash.
• Additionally, on January 23, 2026, 2,963 target Market Stock Units (MSUs) were granted under the LTIP. These MSUs represent a contingent right to receive shares of Common Stock, up to 200% of target, based on cumulative TSR over a three-year period beginning January 1, 2026.
• After these transactions, Michael H. Lou directly beneficially owned 98,378 shares of Common Stock, 8,761 Performance Share Units, and 11,724 Market Stock Units.

Sentiment

Score: 6

Explanation: The filing reflects routine executive compensation activities, including significant equity grants that align management's interests with long-term shareholder value. The disposition was for tax purposes, not a discretionary sale. Overall, it's a neutral to slightly positive indicator of ongoing executive alignment.

Positives

• The executive received significant grants of equity compensation (11,852 RSUs, 3,704 target PSUs, 2,963 target MSUs), aligning his interests with long-term shareholder value.
• The Performance Share Units and Market Stock Units are tied to the company's Total Shareholder Return (TSR) over a three-year period, incentivizing strong performance.

Negatives

• A disposition of 1,090 shares of Common Stock occurred to cover tax withholding obligations, reducing direct share ownership temporarily.

Future Outlook

The grants of Performance Share Units and Market Stock Units indicate a forward-looking compensation structure, with potential payouts tied to the company's Total Shareholder Return (TSR) over a three-year period commencing January 1, 2026. This aligns executive incentives with future company performance and shareholder value creation.

Industry Context

This filing reflects routine executive compensation practices within the energy sector, where long-term incentive plans often include a mix of restricted stock, performance-based units, and market-based units to attract, retain, and motivate key executives while aligning their interests with shareholder returns. The use of Rule 10b5-1 plans for pre-scheduled transactions is also a common practice for insiders.

Corporate Governance

Stakeholder Impact

• Shareholders: The equity grants, particularly the performance-based units, align the executive's financial interests with the company's long-term performance and shareholder returns, potentially fostering greater accountability and value creation.
• Employees: The compensation structure for a key executive may set a precedent or reflect the broader compensation philosophy within the company, potentially impacting employee morale and retention strategies.

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 potential settlement in shares or cash based on performance.

Key Dates

Keywords

Chord Energy Corp, CHRD, Form 4, Insider Transaction, Executive Compensation, Restricted Stock Units, Performance Share Units, Market Stock Units, Equity Grant, Michael H. Lou