Chord Energy (CHRD) CEO logs new stock awards and tax share withholding

Rhea-AI Filing Summary

Chord Energy Corp's President and CEO Daniel E. Brown reported routine equity compensation and a tax-related share withholding. On January 22, 2026, the company withheld 2,007 shares of common stock at $95.17 per share to cover taxes due on vesting restricted stock units, leaving him with 172,665 common shares directly held. On January 23, 2026, he received an annual equity grant of 21,051 restricted stock units, increasing his directly held common stock to 193,716 shares upon settlement.

He was also granted 10,525 target Performance Share Units, which can pay out in stock from zero to 200% of the target based on total shareholder return over a three-year period starting January 1, 2026, with any amount above target settled in cash. In addition, he received 7,017 target Market Stock Units, whose stock payout over the same three-year period depends on share price performance and dividends, capped at 200% of target. Following these awards, he reported 23,522 and 30,539 derivative units in two performance-based equity buckets, all held directly.

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^*

Brown Daniel E

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		2,007(1)	D	$95.17	172,665	D
Common Stock	01/23/2026		A		21,051	A	(2)	193,716	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		10,525		(3)	(3)	Common Stock	10,525	(3)	23,522	D
Performance Share Units	(4)	01/23/2026		A		7,017		(4)	(4)	Common Stock	7,017	(4)	30,539	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 ("LTIP"), 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 21,051 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 10,525 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 7,017 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 the 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).
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FAQ

What insider transactions did CHRD President and CEO Daniel E. Brown report?

Daniel E. Brown reported a tax withholding of 2,007 shares of Chord Energy common stock at $95.17 per share upon vesting of restricted stock units, plus new grants of 21,051 restricted stock units, 10,525 target Performance Share Units, and 7,017 target Market Stock Units as part of his annual compensation.

How many CHRD common shares does the CEO hold after these Form 4 transactions?

After the reported transactions, Daniel E. Brown directly beneficially owned 193,716 shares of Chord Energy common stock, according to the Form 4.

Why were 2,007 shares of CHRD common stock withheld from the CEO?

The 2,007 shares were withheld in connection with the vesting and settlement of restricted stock units in order to satisfy Daniel E. Brown’s tax withholding obligations, with the share amount based on the closing stock price on January 21, 2026.

What are the terms of the 21,051 restricted stock units granted to the CHRD CEO?

The 21,051 restricted stock units granted under Chord Energy’s 2020 Long Term Incentive Plan each represent a contingent right to receive one share of common stock as part of Daniel E. Brown’s ordinary-course annual compensation package.

How do the Performance Share Units granted to the CHRD CEO work?

The 10,525 target Performance Share Units can earn a stock payout ranging from zero to 200% of the target based on Chord Energy’s total shareholder return over a three-year period starting January 1, 2026; any earned units above target are settled in cash rather than additional common stock.

What are Market Stock Units in the CHRD CEO’s compensation package?

The 7,017 target Market Stock Units give a contingent right to shares equal to target units multiplied by a factor tied to cumulative total shareholder return over three years beginning January 1, 2026, with the number of units earned capped at 200% of target.

Are the CHRD CEO’s equity grants direct or indirect holdings?

The Form 4 reports Daniel E. Brown’s common stock and derivative equity awards as held in direct ownership, with no separate entity or indirect ownership structure noted in the filing.