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Chord Energy Corp

For the period ended Mar 19, 2026. Filed Mar 19, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 19, 2026 · Filed Mar 19, 2026

CHRD$136.49+3.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

☑Filed by the Registrant☐Filed by a party other than the Registrant
CHECK THE APPROPRIATE BOX:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

Chord Energy Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Shareholders,

Energy underpins human progress and flourishing. It fuels transportation, powers homes and businesses, and serves as a critical input for countless products essential to everyday life. As a leading operator in the Williston Basin, Chord plays an important role in delivering that energy safely, efficiently, and responsibly. Our vision is to responsibly develop oil and natural gas resources that provide affordable, reliable energy to power modern life, while generating sustainable, long-term value for our shareholders.

2025 was an exceptional year for Chord. We exceeded initial 2025 expectations by driving higher production with lower capital, while improving the cost structure. The Chord team delivered meaningful, structural improvements across the business including stronger margins, enhanced capital efficiency, and higher free cash flow. Chord achieved its goal of converting approximately 80% of our inventory to long laterals ahead of schedule, lowering our cost of supply and improving returns. These improvements position us for continued success in 2026 and beyond.

The company believes positive financial performance is built on strong relationships with our stakeholders, robust risk management, and active opportunity identification. Safety remains foundational to our culture. We improved key safety metrics in 2025 while continuing to reduce emissions intensity through operational excellence and technology enhancements.

We are also excited about the opportunities created by new technologies. Artificial intelligence and machine learning tools are being deployed across our operations. Chord has identified opportunities in areas such as production optimization, forecasting, and reservoir analysis. While still early, these initiatives are already enhancing uptime, reducing costs, and improving decision making across our asset base.

None of this progress would be possible without the dedication of our employees, whose commitment to continuous improvement, innovation, safety, and accountability drives our success.

We enter 2026 as a stronger, more efficient, and more resilient company. Our large, oil-weighted, low-decline production base is supported by deep, low-breakeven inventory, providing durability across commodity cycles. We appreciate your continued trust and support and respectfully request your vote in favor of the proposals outlined in the accompanying proxy statement.

Sincerely,

Daniel E. Brown

President and Chief Executive Officer

“The Chord team delivered meaningful, structural improvements across the business including stronger margins, enhanced capital efficiency, and higher free cash flow. Chord achieved its goal of converting approximately 80% of our inventory to long laterals ahead of schedule, lowering our cost of supply and improving returns.”

2026 Proxy Statement1

Dear Shareholders,

2025 was another year of strong performance for Chord Energy as the company responded to declining oil prices by demonstrating strong execution and durable progress across the business. Chord improved its cost structure, enhanced capital efficiency, and generated meaningful free cash flow, all of which led to substantial cash returned to shareholders while maintaining balance sheet strength. These improvements position Chord for continued resilience through commodity cycles.

The U.S. shale industry is maturing. After more than a decade of rapid growth, today’s environment increasingly rewards scale, capital discipline, operational excellence, and balance sheet strength. In this context, we believe Chord has responded appropriately to the evolving environment and created something increasingly valuable. Through selective M&A, technical innovation, and a consistent return-of-capital framework, the Company has built a scaled, oil-weighted, low-decline asset base supported by deep, low-breakeven inventory.

Effective corporate governance remains central to our oversight. The Board is composed of experienced industry leaders with both technical knowledge and a strong understanding of capital markets and shareholder priorities. We actively oversee strategy, risk management, executive compensation, and capital allocation to ensure alignment with long-term value creation. Engagement with shareholders remains an important part of our governance process, and we value the perspectives shared through our regular outreach efforts.

We also remain committed to responsible operations. As outlined in our Sustainability Report, Chord has reduced operated greenhouse gas and methane emissions intensity meaningfully in recent years while maintaining a focus on safety, transparency, and community engagement. The Board’s committees provide direct oversight of safety, environmental performance, and the integration of these metrics into our incentive framework, reinforcing the connection between responsible operations and shareholder returns.

Looking ahead to 2026 and beyond, we believe Chord is positioned as a stronger, more efficient, and more resilient company. The Board is confident in management’s strategy: disciplined capital allocation, continuous operational improvement, thoughtful integration of new technologies, selective M&A, and a sustained commitment to returning capital to shareholders.

On behalf of the Board of Directors, thank you for your continued trust and investment in Chord Energy. We respectfully request your support for the proposals outlined in the accompanying proxy statement and look forward to building on our progress in the years ahead.

Sincerely,

Susan M. Cunningham

Board Chair

"Today’s environment increasingly rewards scale, capital discipline, operational excellence, and balance sheet strength. In this context, we believe Chord has responded appropriately to the evolving environment and created something increasingly valuable."

22026 Proxy Statement

Notice of Annual Meeting of Shareholders

Items of Business
DATE AND TIMEWednesday, April 29, 20269:00 AMCentral TimeLOCATION1001 Fannin Street,Suite 1500, Houston,Texas 77002RECORD DATEMarch 9, 2026How to VoteONLINEwww.proxyvote.comBY PHONE1-800-690-6903BY MAILSign, date and returnyour proxy card in theenclosed envelope
PROPOSALS · BOARD VOTERECOMMENDATION · FOR FURTHERDETAILS
1Election of eleven Directors to serve until the Company's 2027 Annual Meeting.“FOR” all nomineesPage 17
2Advisory vote to approve executive compensation as described in the accompanying proxy statement.“FOR”Page 53
3Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.“FOR”Page 102
We will also transact such other business as mayproperly come before the Annual Meeting.Houston, TexasMarch 19, 2026By order of the Board of Directors,Shannon B. KinneyCorporate SecretaryIMPORTANT NOTICE REGARDING THE ELECTRONIC AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 29, 2026Chord Energy Corporation (the "Company," "Chord," "we," "us," or "our") has elected to take advantage of the U.S. Securities and Exchange Commission (the “SEC”) rules that allow us to furnish proxy materials to the Company’s shareholders via the internet. These rules allow us to provide information that the Company’s shareholders need while lowering the costs and accelerating the speed of delivery and reducing the environmental impact of the 2026 Annual Meeting of Shareholders (the "Annual Meeting"). The Company is making this proxy statement and its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) available to its shareholders at www.proxyvote.com.
2026 Proxy Statement3
Notice of Annual Meeting of Shareholders3
Highlights5
Company Overview5
2025 Operational and Financial Highlights5
2025 Shareholder Return Highlights5
Our Value Proposition6
Safety and Sustainability7
Human Capital Management8
Proxy Summary9
Director Nominees9
Governance At-a-Glance11
Elements of Compensation12
Committee Oversight14
Best Practices in Our Compensation Program14
Board of Directors17
Proposal 1 – Election of Directors17
Board Nominee Background18
Board Skills, Experience and Qualifications18
Director Independence21
Who We Are22
Director Nomination and Refreshment33
Corporate Governance34
Governance At-a-Glance34
Board Structure and Operations35
Board’s Role and Responsibilities41
Shareholder Engagement and Director Communications45
Other Governance Policies and Practices46
Director Compensation48
Stock Ownership Guidelines48
Director Compensation Table49
Executive Officers50
Proposal 2 – Advisory Vote to Approve Executive Compensation53
Executive Compensation Matters54
Compensation Discussion and Analysis54
Compensation and Human Resources Committee Report77
Executive Compensation Tables78
Pay Ratio92
Pay versus Performance93
Audit Matters102
Proposal 3 – Ratification of Appointment of the Independent Registered Public Accounting Firm102
Audit and All Other Fees103
Pre-Approval Policies and Procedures103
Audit and Reserves Committee Report103
Security Ownership of Certain Beneficial Owners and Management105
Users' Guide107
Other Information113
42026 Proxy Statement
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