Henke Darrin J. 4
4 · Chord Energy Corp · Filed Jan 26, 2026
Research Summary
AI-generated summary of this filing
Chord Energy (CHRD) EVP Darrin Henke Receives Awards; Shares Withheld
What Happened
Darrin J. Henke, EVP and COO of Chord Energy Corp., received equity awards and had shares withheld to satisfy tax withholding tied to vested restricted stock units. On Jan 23, 2026 Henke was granted 11,076 Restricted Stock Units (RSUs), 3,461 target Performance Share Units (PSUs, derivative), and 2,769 target Market Stock Units (MSUs, derivative). On Jan 22, 2026 the issuer withheld 1,085 shares from an RSU settlement to cover tax obligations; those withheld shares were valued at $95.17 each for a total of $103,259.
Key Details
- Transaction dates and types:
- 2026-01-22: Tax withholding/disposition (Code F) — 1,085 shares withheld at $95.17; total value $103,259.
- 2026-01-23: Grants/awards (Code A) — 11,076 RSUs; 3,461 target PSUs (derivative); 2,769 target MSUs (derivative).
- Shares owned after the transactions: Not disclosed in the provided filing excerpt.
- Notable footnotes:
- F1: Shares were withheld to satisfy tax withholding on RSU vesting; withholding amount used the Jan 21, 2026 closing price.
- F2: 11,076 RSUs — each RSU = right to one share upon settlement.
- F3: 3,461 target PSUs — payout ranges from 0% to 200% of target based on 3-year total shareholder return (TSR); any earned amount above target is settled in cash rather than stock.
- F4: 2,769 target MSUs — payout equals target units multiplied by a TSR-based factor over a 3-year period, capped at 200% of target.
- Timeliness: Filing dated Jan 26, 2026 — appears timely (filed within the standard 2 business days after the reported transactions).
Context
- The grants (RSUs, PSUs, MSUs) are part of Henke’s regular long-term incentive compensation and represent contingent rights to future shares based on vesting and performance metrics — not open-market purchases.
- The withheld shares were used solely to cover tax obligations (a common administrative disposition), not an open-market sale to a third party.
- PSUs and MSUs are performance-based/market-based long-term awards; actual shares received at settlement may differ from the target counts depending on future performance over the specified 3-year measurement periods.
Insider Transaction Report
Form 4
Henke Darrin J.
EVP and COO
Transactions
- Tax Payment
Common Stock
[F1]2026-01-22$95.17/sh−1,085$103,259→ 12,214 total - Award
Common Stock
[F2]2026-01-23+11,076→ 23,290 total - Award
Performance Share Units
[F3]2026-01-23+3,461→ 8,172 total→ Common Stock (3,461 underlying) - Award
Performance Share Units
[F4]2026-01-23+2,769→ 10,941 total→ Common Stock (2,769 underlying)
Footnotes (4)
- [F1]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.
- [F2]The Reporting Person was granted 11,076 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.
- [F3]The Reporting Person was granted 3,461 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.
- [F4]The Reporting Person was granted 2,769 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.
Signature
/s/ Melissa K. Buce, as attorney-in-fact|2026-01-26