Form 4: Chord Energy Officer Reports Equity Transactions

Chord Energy's SVP & Chief Accounting Officer, Lara J Kroll, reported equity transactions including RSU vesting, tax withholding, and new grants of restricted stock, performance, and market stock units.

Summary

• Lara J Kroll, SVP & Chief Accounting Officer of Chord Energy Corp (CHRD), reported changes in her beneficial ownership of company securities.
• On January 22, 2026, 340 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, Kroll beneficially owned 10,944 shares of Common Stock directly.
• On January 23, 2026, Kroll was granted 3,170 Restricted Stock Units (RSUs) as part of her ordinary course annual compensation package.
• Each RSU represents a contingent right to receive one share of Common Stock, increasing her direct beneficial ownership of Common Stock to 14,114 shares.
• Additionally, on January 23, 2026, Kroll received a grant of 634 target Performance Share Units (PSUs) and 634 target Market Stock Units (MSUs) as part of her annual compensation.
• PSUs represent a contingent right to receive 0-200% of target units 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.
• 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 exceeding 200% of target MSUs.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation activities. While there's a disposition for tax, it's offset by new equity grants (RSUs, PSUs, MSUs) which align executive interests with shareholders, leading to a slightly positive sentiment.

Positives

• The grant of 3,170 Restricted Stock Units (RSUs) increases the reporting person's equity stake in the company.
• The grant of 634 target Performance Share Units (PSUs) and 634 target Market Stock Units (MSUs) aligns executive incentives with the company's future performance and shareholder returns over a three-year period.
• The compensation structure, including RSUs, PSUs, and MSUs, is a standard practice designed to motivate and retain key executives.

Negatives

• A disposition of 340 shares of Common Stock occurred to cover tax withholding obligations, reducing the immediate share count.

Future Outlook

The grants of Performance Share Units (PSUs) and Market Stock Units (MSUs) 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.

Industry Context

The use of Restricted Stock Units (RSUs), Performance Share Units (PSUs), and Market Stock Units (MSUs) as components of executive compensation is a common practice across the energy sector and broader public companies. This structure aims to align executive incentives with long-term shareholder value creation and company performance.

Comparison to Industry Standards

• The compensation package, including RSUs, PSUs, and MSUs, is consistent with typical executive long-term incentive plans observed in the energy industry and other publicly traded companies.
• Tying performance units to Total Shareholder Return (TSR) over a multi-year period is a widely adopted benchmark for executive compensation, similar to practices at peers like EOG Resources or Pioneer Natural Resources, ensuring alignment with investor interests.

Corporate Governance

Stakeholder Impact

• Shareholders: The equity grants, particularly PSUs and MSUs tied to Total Shareholder Return (TSR), align the interests of the SVP & Chief Accounting Officer with those of shareholders, potentially fostering long-term value creation.
• Employees: The compensation structure reflects the company's approach to executive incentives, which can influence broader compensation philosophies within the organization.

Next Steps

• The granted Restricted Stock Units (RSUs) will vest over time according to the Issuer's 2020 Long Term Incentive Plan.
• The Performance Share Units (PSUs) and Market Stock Units (MSUs) will be earned based on the company's total shareholder return (TSR) over a three-year measurement period beginning January 1, 2026.

Key Dates

Keywords

CHRD, Chord Energy, Form 4, Insider Transaction, Equity Compensation, Restricted Stock Units, Performance Share Units, Market Stock Units, Executive Compensation, SVP Chief Accounting Officer