Chord Energy Corp

15. Stockholders’ Equity

Authorized Shares of Common Stock

On May 14, 2024, Chord stockholders approved an amendment to the Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 120,000,000 to 240,000,000 in connection with the Arrangement. This amendment became effective on May 31, 2024.

Issuance of Common Stock

Pursuant to the Arrangement Agreement, each Enerplus common share issued and outstanding immediately prior to the effective time of the Arrangement was converted into the right to receive 0.10125 shares of Chord common stock, par value $0.01 per share. As a result of the completion of the Arrangement on May 31, 2024, the Company issued 20,680,097 shares of common stock to Enerplus shareholders.

Dividends

The following table summarizes the Company’s fixed and variable dividends declared for the nine months ended September 30, 2024 and 2023:

Total dividends declared in the table above includes $1.6 million and $5.9 million associated with dividend equivalent rights on unvested equity-based compensation awards for the three and nine months ended September 30, 2024, respectively, and $1.4 million and $10.2 million for the three and nine months ended September 30, 2023, respectively.

On November 6, 2024, the Company declared a base-plus-variable cash dividend of $1.44 per share of common stock. The dividend will be payable on December 12, 2024 to shareholders of record as of November 27, 2024.

Share Repurchase Program

During the nine months ended September 30, 2024, the Company repurchased 1,509,996 shares of common stock at a weighted average price of $157.47 per common share for a total cost of $237.8 million, excluding accrued excise tax of $1.2 million. As of September 30, 2024, there was $445.2 million of capacity remaining under the Company’s $750.0 million share repurchase program.

During the nine months ended September 30, 2023, the Company repurchased 1,023,320 shares of common stock at a weighted average price of $154.52 per common share for a total cost of $158.1 million, excluding accrued excise tax of $0.2 million, under its previous repurchase program, which was replaced by its current $750.0 million share repurchase program.

In October 2024, the Board of Directors authorized a new share repurchase program of $750.0 million of the Company’s common stock, which replaces the existing $750.0 million share repurchase program. The Company has repurchased, and may repurchase in the future, shares pursuant to a Rule 10b5-1 trading plan under the Securities Exchange Act of 1934, as amended, which permits the Company to repurchase shares at times that may otherwise be prohibited under its insider trading policy. The share repurchase program does not require the Company to make purchases within a particular time frame.

Warrants

As of September 30, 2024, the Company had 1,294,610 warrants outstanding, comprised of (i)404,058 warrants with an exercise price of $75.57 per share that expire on November 19, 2024 and (ii)890,552 warrants with an exercise price of $133.70 per share that expire on September 1, 2025. The Company had 395,809 warrants expire on September 1, 2024.

During the three and nine months ended September 30, 2024, there were 922,475 and 1,993,326 warrants exercised, respectively, and during the three and nine months ended September 30, 2023, there were 707,227 and 816,630 warrants exercised, respectively.