Chord Energy (CHRD) COO has 642 RSU shares withheld to cover taxes

Rhea-AI Filing Summary

Chord Energy Corp EVP and COO Darrin J. Henke reported a tax-withholding share disposition tied to equity compensation. On the vesting of restricted stock units under the company’s 2020 Long Term Incentive Plan, the issuer withheld 642 shares of common stock to cover his tax obligations at a price of $104.99 per share. After this withholding transaction on February 20, 2026, Henke directly owned 22,433 shares of Chord Energy 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^*

Henke Darrin 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)
	EVP and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		642(1)	D	$104.99	22,433	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

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 February 19, 2026.

Remarks:

	/s/ Melissa K. Buce, as attorney-in-fact	02/23/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Chord Energy (CHRD) report for Darrin J. Henke?

Chord Energy reported a tax-withholding share disposition for EVP and COO Darrin J. Henke. The company withheld 642 common shares upon RSU vesting to satisfy his tax obligations under the 2020 Long Term Incentive Plan.

How many Chord Energy (CHRD) shares were withheld for Darrin J. Henke’s taxes?

Chord Energy withheld 642 shares of common stock for Darrin J. Henke’s tax obligations. This withholding occurred in connection with the vesting of restricted stock units granted under the company’s 2020 Long Term Incentive Plan.

At what price were Darrin J. Henke’s withheld Chord Energy (CHRD) shares valued?

The withheld Chord Energy shares for Darrin J. Henke’s tax obligations were valued at $104.99 per share. The number of shares withheld was based on the closing common stock price on February 19, 2026.

What is Darrin J. Henke’s Chord Energy (CHRD) share ownership after this Form 4?

After the tax-withholding disposition, Darrin J. Henke directly owned 22,433 shares of Chord Energy common stock. This figure reflects his holdings following the 642-share withholding related to restricted stock unit vesting.

Was Darrin J. Henke’s Chord Energy (CHRD) transaction an open-market sale?

No, the transaction was not an open-market sale. Shares were withheld by Chord Energy to pay Darrin J. Henke’s tax obligations on vested restricted stock units, a common administrative equity-compensation mechanism.

Which compensation plan governed Darrin J. Henke’s Chord Energy (CHRD) share withholding?

The share withholding for Darrin J. Henke’s taxes was carried out under Chord Energy’s 2020 Long Term Incentive Plan. Restricted stock units vested and settled in common stock, and a portion was withheld to satisfy tax obligations.