Chord Energy (CHRD) EVP receives new RSU, PSU and MSU grants

Rhea-AI Filing Summary

Chord Energy Corp executive Lou Michael H, EVP, CSO and CCO, reported routine equity compensation and a tax-related share withholding. On January 22, 2026, he had 1,090 shares of common stock withheld at $95.17 per share to cover taxes upon vesting of restricted stock units, leaving him with 86,526 common shares held directly. On January 23, 2026, he received 11,852 restricted stock units as part of his annual compensation, bringing his directly held common stock (including issuable shares from awards that vested) to 98,378 shares.

Also on January 23, he was granted 3,704 target Performance Share Units, tied to the company’s total shareholder return over a three-year period starting January 1, 2026, and 2,963 target Market Stock Units based on stock price and dividends over the same period. After these grants, he held 8,761 Performance Share Units and 11,724 Market Stock Units. Some performance awards can pay up to 200% of target, but any excess over target for the performance units will be settled in cash rather than additional common stock.

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^*

Lou Michael H

(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)
	EVP, CSO, and CCO

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		1,090(1)	D	$95.17	86,526	D
Common Stock	01/23/2026		A		11,852	A	(2)	98,378	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		3,704		(3)	(3)	Common Stock	3,704	(3)	8,761	D
Performance Share Units	(4)	01/23/2026		A		2,963		(4)	(4)	Common Stock	2,963	(4)	11,724	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 his 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 11,852 Restricted Stock Units by the Issuer as part of his 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 3,704 target Performance Share Units ("Target Performance Units") by the Issuer as part of his 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 2,963 target Market Stock Units ("Target MSUs") by the Issuer as part of his 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 Lou Michael H report for CHRD?

Lou Michael H, EVP, CSO, and CCO of Chord Energy Corp (CHRD), reported four transactions. On January 22, 2026, he had 1,090 shares of common stock withheld at $95.17 per share to satisfy tax obligations on vesting equity. On January 23, 2026, he received 11,852 restricted stock units, 3,704 target Performance Share Units, and 2,963 target Market Stock Units as part of his annual long-term incentive compensation.

How many Chord Energy (CHRD) common shares does the executive own after these Form 4 transactions?

Following the reported transactions, Lou Michael H directly beneficially owned 98,378 shares of Chord Energy common stock. This reflects the tax withholding of 1,090 shares on January 22, 2026, and the grant of 11,852 restricted stock units on January 23, 2026, as disclosed in the Form 4.

What are the details of the restricted stock unit grant to the Chord Energy EVP?

The Form 4 shows that on January 23, 2026, Chord Energy granted Lou Michael H 11,852 Restricted Stock Units under its long-term incentive plan as part of his ordinary-course annual compensation. Each restricted stock unit represents a contingent right to receive one share of common stock, subject to the plan’s vesting conditions.

How are the Performance Share Units for CHRD’s executive structured?

On January 23, 2026, the executive received 3,704 target Performance Share Units. Each unit can convert into a number of common shares ranging from zero to 200% of the target amount, based on Chord Energy’s total shareholder return over a three-year period beginning January 1, 2026. If earned units exceed the target, the excess over target is settled in cash rather than additional shares. After this grant, he held 8,761 Performance Share Units in total.

What are Market Stock Units and how many were granted to the Chord Energy EVP?

The filing reports a grant of 2,963 target Market Stock Units on January 23, 2026. Each Market Stock Unit entitles the executive to a number of Chord Energy common shares equal to the target amount multiplied by a factor based on the company’s cumulative total shareholder return over a three-year period starting January 1, 2026. The number of Market Stock Units earned cannot exceed 200% of the target. After this grant, he held 11,724 Market Stock Units.

Was the sale of 1,090 CHRD shares by the executive an open-market sale?

The 1,090-share transaction on January 22, 2026 is coded "F", which indicates shares were withheld to satisfy tax withholding obligations in connection with vesting restricted stock units. The explanation states that the issuer withheld common stock that would otherwise have been issued to the reporting person, based on the closing price of the stock on January 21, 2026.