Chord Energy (CHRD) grants RSUs and performance units to senior VP

Rhea-AI Filing Summary

Chord Energy Corp executive Lara J. Kroll, SVP & Chief Accounting Officer, reported routine equity compensation and related tax withholding transactions. On January 22, 2026, the company withheld 340 shares of common stock at $95.17 per share to cover tax obligations tied to restricted stock units that vested, leaving her with 10,944 common shares held directly.

On January 23, 2026, she received 3,170 restricted stock units, each representing the right to one share of common stock as part of her annual compensation. She was also granted 634 target performance share units and 634 target market stock units under the long-term incentive plan, which can earn up to 200% of target over a three-year period starting January 1, 2026, based on total shareholder return measures, with any performance units above target settled in cash.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kroll Lara J

(Last) (First) (Middle)

1001 FANNIN STREET

SUITE 1500

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Chord Energy Corp [ CHRD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/22/2026		F		340(1)	D	$95.17	10,944	D
Common Stock	01/23/2026		A		3,170	A	(2)	14,114	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(3)	01/23/2026		A		634		(3)	(3)	Common Stock	634	(3)	1,527	D
Performance Share Units	(4)	01/23/2026		A		634		(4)	(4)	Common Stock	634	(4)	2,161	D

Explanation of Responses:

1. In connection with the vesting and settlement of restricted stock units through the issuance of Issuer's common stock, par value $0.01 per share ("Common Stock") pursuant to the Issuer's 2020 Long Term Incentive Plan, the Issuer withheld Common Stock that would otherwise have been issued to the Reporting Person to satisfy her tax withholding obligations. The number of shares of Common Stock withheld was determined based on the closing price per share of Common stock on January 21, 2026.

2. The Reporting Person was granted 3,170 Restricted Stock Units by the Issuer as part of her ordinary course annual compensation package pursuant to the Issuer's LTIP. Each Restricted Stock Unit represents a contingent right to receive one share Common Stock.

3. The Reporting Person was granted 634 target Performance Share Units ("Target Performance Units") by the Issuer as part of her ordinary course annual compensation package pursuant to the LTIP. Each Performance Share Unit represents a contingent right to receive a number of shares of Common Stock, ranging from zero to 200% of Target Performance Units ("Earned Performance Units"), depending on the Company's total shareholder return ("TSR") over a three-year measurement period beginning January 1, 2026. However, if the number of Earned Performance Units exceeds the number of Target Performance Units, then such excess will be settled in cash rather than Common Stock.

4. The Reporting Person was granted 634 target Market Stock Units ("Target MSUs") by the Issuer as part of her ordinary course annual compensation package pursuant to the LTIP. Each Market Stock Unit represents a contingent right to receive a number of shares of Common Stock equal to the Target MSUs multiplied by a factor reflecting the cumulative TSR over a three-year period beginning January 1, 2026, which factor is based on the Company's ending stock price plus cumulative dividends paid for such period divided by the Company's beginning stock price for such period. The number of Market Stock Units earned by Reporting person shall not exceed 200% of the Target MSUs.

Remarks:

	/s/ Melissa K. Buce, as attorney-in-fact	01/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transactions did CHRD executive Lara J. Kroll report?

Lara J. Kroll, SVP & Chief Accounting Officer of Chord Energy Corp (CHRD), reported tax-related share withholding tied to vested restricted stock units and new grants of restricted stock units, performance share units, and market stock units under the company’s long-term incentive plan.

How many Chord Energy (CHRD) shares were withheld for taxes in this Form 4?

The filing shows that 340 shares of Chord Energy common stock were withheld on January 22, 2026 at a price of $95.17 per share to satisfy Kroll’s tax withholding obligations upon the vesting and settlement of restricted stock units.

What equity awards did Lara J. Kroll receive from Chord Energy (CHRD)?

On January 23, 2026, Kroll was granted 3,170 restricted stock units, 634 target performance share units, and 634 target market stock units as part of her ordinary course annual compensation under Chord Energy’s long-term incentive plan.

What are the terms of the performance share units granted by Chord Energy (CHRD)?

Each performance share unit can convert into a number of Chord Energy common shares ranging from zero to 200% of the 634 target units, based on the company’s total shareholder return over a three-year period beginning January 1, 2026. Any earned units above the target level are settled in cash instead of stock.

How do the market stock units granted by CHRD to Lara J. Kroll work?

Each of the 634 target market stock units represents a right to Chord Energy common shares equal to the target units multiplied by a factor tied to cumulative total shareholder return over a three-year period starting January 1, 2026, capped at 200% of the target units.

How many Chord Energy (CHRD) common shares does Lara J. Kroll hold after these transactions?

After the reported tax withholding and new grant transactions, Kroll directly beneficially owned 14,114 shares of Chord Energy common stock according to the non-derivative holdings table in the filing.

Are the equity awards to the Chord Energy (CHRD) SVP part of a regular compensation program?

Yes. The filing states that the 3,170 restricted stock units, 634 target performance share units, and 634 target market stock units were granted as part of Kroll’s ordinary course annual compensation package under Chord Energy’s long-term incentive plan.