Kinney Shannon Browning 4

What Happened
Kinney Shannon Browning, EVP, CAO, General Counsel & Corporate Secretary of Chord Energy (CHRD), received equity awards as part of her annual compensation and had 794 shares withheld to cover tax withholding. On 2026-01-23 she was granted 8,642 restricted stock units (RSUs), 2,700 target performance share units (PSUs) and 2,160 target market stock units (MSUs). On 2026-01-22 the company withheld 794 shares (disposed) at $95.17 per share to satisfy tax withholding obligations, valued at about $75,565. The grants are awards (not open-market purchases) and are compensation-related.

Key Details

• Transaction dates and prices:
  • 2026-01-22: 794 shares withheld for taxes (Code F) at $95.17 — proceeds/offset = $75,565.
  • 2026-01-23: 8,642 RSUs granted (Code A) — no per-share price reported (compensation award).
  • 2026-01-23: 2,700 target PSUs granted (Code A, derivative) — contingent, no immediate shares issued.
  • 2026-01-23: 2,160 target MSUs granted (Code A, derivative) — contingent, no immediate shares issued.
• Shares owned after transaction: Not specified in the provided Form 4.
• Footnotes / important plan terms:
  • Withholding (F1): 794 shares were withheld upon RSU vest/settlement to satisfy tax withholding; withholding amount based on CHRD closing price on 2026-01-21.
  • RSUs (F2): 8,642 Restricted Stock Units — each RSU entitles holder to one share upon settlement.
  • PSUs (F3): 2,700 target Performance Share Units — payout ranges from 0% to 200% of target based on 3-year TSR (Jan 1, 2026–Dec 31, 2028); any earned amount above target, if it exceeds target units, will be settled in cash rather than stock.
  • MSUs (F4): 2,160 target Market Stock Units — payout equals target units multiplied by a TSR-based factor over a 3-year period (capped at 200%).
• Filing timeliness: Form filed 2026-01-26 for transactions on 2026-01-22 and 01-23; filing appears timely given standard Form 4 deadlines.

Context and investor takeaways: These actions are routine compensation-related awards and a routine tax-withholding disposition, not open-market insider purchases or opportunistic sales. Grants (RSUs/PSUs/MSUs) are contingent on service and/or future performance metrics and do not necessarily indicate an immediate change in insider sentiment. Tax-withholding disposals are common following vesting and do not signal a purposeful sale of stock for investment reasons.