Kinney Shannon Browning 4
Accession 0001987164-26-000002
Filed
Jan 25, 7:00 PM ET
Accepted
Jan 26, 8:46 PM ET
Size
12.3 KB
Accession
0001987164-26-000002
Research Summary
AI-generated summary of this filing
Chord Energy (CHRD) EVP Kinney Browning Receives Stock Awards
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.
Insider Transaction Report
- Tax Payment
Common Stock
[F1]2026-01-22$95.17/sh−794$75,565→ 13,856 total - Award
Common Stock
[F2]2026-01-23+8,642→ 22,498 total - Award
Performance Share Units
[F3]2026-01-23+2,700→ 6,192 total→ Common Stock (2,700 underlying) - Award
Performance Share Units
[F4]2026-01-23+2,160→ 8,352 total→ Common Stock (2,160 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 her 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 8,642 Restricted Stock Units by the Issuer as part of her 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 2,700 target Performance Share Units ("Target Performance Units") by the Issuer as part of her 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 2,160 target Market Stock Units ("Target MSUs") by the Issuer as part of her 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.
Signature
Documents
Issuer
Chord Energy Corp
CIK 0001486159
Related Parties
1- filerCIK 0001987164
Filing Metadata
- Form type
- 4
- Filed
- Jan 25, 7:00 PM ET
- Accepted
- Jan 26, 8:46 PM ET
- Size
- 12.3 KB