Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on September 13, 2024

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CHORD ENERGY CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			80-0554627
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

1001 Fannin Street, Suite 1500 Houston, Texas			77002
(Address of Principal Executive Offices)			(Zip Code)

CHORD ENERGY CORPORATION LONG TERM INCENTIVE PLAN

(Full title of the plan)

Shannon B. Kinney

Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
1001 Fannin Street, Suite 1500

Houston, Texas 77002

(Name and address of agent for service)

(281) 404-9500

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”).

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering the offer and sale of an additional 608,061 shares of common stock, par value $0.01 per share (the “Stock”), of Chord Energy Corporation, a Delaware corporation (the “Registrant”), that may be issued pursuant to the Chord Energy Corporation Long Term Incentive Plan (as amended from time to time, the “Plan”) as a result of the assumption of the authorized but unused shares that remained available under the Enerplus Corporation Share Award Incentive Plan following the completion of the Company’s transaction with Enerplus Corporation, a corporation existing under the laws of the Province of Alberta, Canada (“Enerplus”), whereby Enerplus became a wholly-owned subsidiary of the Company (the “Transaction”). For the avoidance of doubt, in accordance with Rule 5635(c)(3) and IM-5635-1 of the applicable listing rules of the Nasdaq Stock Market, the authorized but unused shares that remained available under the Enerplus Plan were adjusted to reflect the Transaction in order to determine the 608,061 shares of Stock registered pursuant this Registration Statement.

Pursuant to General Instruction E to Form S-8, the Registrant hereby incorporates by reference into this Registration Statement the contents of the registration statement on Forms S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on January 14, 2022 (File No. 333-262192).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Registrant will send or give to all participants in the Plan document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Commission under the Securities Act. In accordance with Rule 428, the Registrant has not filed such document(s) with the Commission, but such document(s) (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.


Exhibit Number			Exhibit Description
4.1			Conformed version of Amended and Restated Certificate of Incorporation of Chord Energy Corporation, as amended by amendment filed on July 1, 2022 (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q on May 4, 2023, and incorporated herein by reference).
4.2			Fourth Amended and Restated Bylaws of Chord Energy Corporation adopted as of February 24, 2023 (filed as Exhibit 3.5 to the Registrant’s Annual Report on Form 10-K on February 28, 2023, and incorporated herein by reference).
4.3*			First Amendment to the Chord Energy Corporation Long Term Incentive Plan.
5.1*			Opinion of Vinson & Elkins L.L.P.
23.1*			Consent of PricewaterhouseCoopers LLP.
23.2*			Consent of Netherland, Sewell & Associates, Inc.
23.3*			Consent of DeGolyer and MacNaughton.
23.4*			Consent of KPMG LLP relating to Enerplus Corporation.
23.5*			Consent of Netherland, Sewell & Associates, Inc. relating to Enerplus Corporation.
23.6*			Consent of McDaniel & Associates Consultants Ltd. relating to Enerplus Corporation.
23.7*			Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 to this Registration Statement).
24.1*			Power of Attorney (included in the signature page of this Registration Statement).
107.1*			Calculation of Filing Fee Tables.

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on September 13, 2024.


			CHORD ENERGY CORPORATION


			By:			/s/ Daniel E. Brown
			Name:			Daniel E. Brown
			Title:			President and Chief Executive Officer and Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below appoints Shannon B. Kinney and Richard N. Robuck as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully and to all intents and purposes as they might or could not in person,, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his or hers substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on September 13, 2024.



Signatures			Title

/s/Daniel E. Brown			President and Chief Executive Officer and Director
Daniel E. Brown			(Principal Executive Officer)

/s/Richard N. Robuck			Executive Vice President, Chief Financial Officer and Treasurer
Richard N. Robuck			(Principal Financial Officer and Principal Accounting Officer)
/s/Susan M. Cunningham
Susan M. Cunningham			Board Chair

/s/Douglas E. Brooks
Douglas E. Brooks			Director

/s/Ian C. Dundas
Ian C. Dundas			Director

/s/Hilary A. Foulkes
Hilary A. Foulkes			Director

/s/Samantha F. Holroyd
Samantha F. Holroyd			Director


/s/Kevin S. McCarthy
Kevin S. McCarthy			Director

/s/M. Ward Polzin
M. Ward Polzin			Director

/s/Jeffrey W. Sheets
Jeffrey W. Sheets			Director

/s/Anne Taylor
Anne Taylor			Director

/s/Marguerite N. Woung-Chapman
Marguerite N. Woung-Chapman			Director

Calculation of Filing Fee Tables
S-8
Chord Energy Corp

Table 1: Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
1	Equity	Common Stock, $0.01 par value per share	Other	608,061	$ 131.48	$ 79,947,860.28	0.0001476	$ 11,800.30
Total Offering Amounts:						$ 79,947,860.28		$ 11,800.30
Total Fee Offsets:								$ 0.00
Net Fee Due:								$ 11,800.30

Offering Note

¹	The proposed maximum offering price per share and proposed maximum aggregate offering price for the shares of Common Stock covered by this Registration Statement have been estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act based upon the average of the high and low prices of a share of Stock as reported on the Nasdaq Global Market on September 10, 2024 (a date within five business days prior to the date of filing the Registration Statement), which was equal to $131.48.

FIRST AMENDMENT TO THE

OASIS PETROLEUM INC.
2020 LONG TERM INCENTIVE PLAN

This First Amendment to the Oasis Petroleum Inc. 2020 Long Term Incentive Plan (as amended from time to time, the “LTIP”), is made effective as of August 16, 2024 (the “Amendment Effective Date”) and adopted by Chord Energy Corporation, a Delaware corporation formerly named Oasis Petroleum Inc. (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the LTIP.

W I T N E S S E T H:

WHEREAS, the Company previously adopted the LTIP under which the Company is authorized to grant equity-based incentive awards to certain employees and other service providers of the Company and its subsidiaries;

WHEREAS, Section 10(c) of the LTIP provides that the Board of Directors (the “Board”) of the Company may amend the LTIP from time to time, subject to the approval of the Company’s stockholders if such stockholder approval is required by the rules of any stock exchange on which the Company’s common stock, par value $0.01 per share (“Stock”), is listed or quoted;

WHEREAS, on May 31, 2024, the Company completed a transaction with Enerplus Corporation, a corporation existing under the laws of the Province of Alberta, Canada (“Enerplus”), whereby Enerplus became a wholly-owned subsidiary of the Company (the “Transaction”);

WHEREAS, as a result of the Transaction, the Company acquired the Enerplus Corporation Share Award Incentive Plan (as amended from time to time, the “Enerplus Plan”) and the Board has determined that it is in the best interests of the Company to amend the LTIP in order to authorize the assumption of all authorized but unused shares under the Enerplus Plan (the “Enerplus Shares”) so that such Enerplus Shares, as adjusted to reflect the Transaction, may granted in the form of Stock under the LTIP;

WHEREAS, as adjusted to reflect the Transaction, the Enerplus Shares represent 608,061 shares of Stock; and

WHEREAS, the Stock is currently listed on the Nasdaq Stock Market and the assumption of the Enerplus Shares under the LTIP as described in the preceding resolutions does not require stockholder approval pursuant to Rule 5635(c)(3) and IM-5635-1 of the applicable listing rules of the Nasdaq Stock Market.

NOW, THEREFORE, BE IT RESOLVED, that, the LTIP shall be amended as of the Amendment Effective Date, as set forth below:

1.The following shall be added to the end of Section 4(a) of the LTIP:

In addition, subject to adjustment in a manner consistent with any adjustment made pursuant to Section 9, an additional 608,061 shares of Stock may be delivered with respect to Awards under this Plan, which shares relate to the authorized but unused shares that remained available under the Enerplus Corporation Share Award Incentive Plan (as amended from time to time, the

“Enerplus Plan”) upon the completion of the Company’s transaction with Enerplus Corporation, a corporation existing under the laws of the Province of Alberta, Canada (“Enerplus”), whereby Enerplus became a wholly-owned subsidiary of the Company (the “Transaction”); provided, however, that (i) such Awards shall be subject to the listing rules of the applicable stock exchange, if any, on which the Stock is listed (including with respect to the eligibility of the individuals who may be granted such Awards); (ii) such Awards shall not be made after the date that awards or grants could have otherwise been made under the terms of the Enerplus Plan, absent the Transaction; and (iii) such Awards shall only be granted in the form of Restricted Stock Units (including Performance Share Units).

2.The Plan is hereby renamed the “Chord Energy Corporation Long Term Incentive Plan.”

3.References in the Plan to “Oasis Petroleum Inc.” and the “Company” are hereby amended to refer to Chord Energy Corporation, a Delaware corporation.

FURTHER RESOLVED, that, except as amended hereby, the LTIP shall continue to read in the current state and is specifically ratified and reaffirmed.

[Remainder of Page Intentionally Blank]

Exhibit 5.1

September 13, 2024

Chord Energy Corporation

1001 Fannin Street, Suite 1500

Houston, Texas 77002

Ladies and Gentlemen:

We have acted as counsel for Chord Energy Corporation, a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of up to an aggregate of 608,061 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”), to be filed with the Securities and Exchange Commission on September 13, 2024, which Shares may be issued from time to time in accordance with the terms of the Chord Energy Corporation Long Term Incentive Plan, formerly known as the Oasis Petroleum Inc. 2020 Long Term Incentive Plan (as amended from time to time, the “Plan”), as a result of the assumption of the authorized but unused shares that remained available under the Enerplus Corporation Share Award Incentive Plan following the completion of the Company’s transaction with Enerplus Corporation, a corporation existing under the laws of the Province of Alberta, Canada (“Enerplus”), whereby Enerplus became a wholly-owned subsidiary of the Company.

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan and the First Amendment to the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and


Vinson & Elkins LLP Attorneys at Law Austin Dallas Dubai Houston London Los Angeles New York Richmond San Francisco Tokyo Washington			845 Texas Avenue, Suite 4700 Houston, Texas 77002 Tel +1.713.758.2222 Fax +1.713.758.2346 velaw.com


			Chord Energy Corporation September 13, 2024 Page 2

the instruments executed pursuant to the Plan, as applicable, the Shares will be validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Chord Energy Corporation of our report dated February 26, 2024 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Chord Energy Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers LLP
Houston, Texas
September 13, 2024

Exhibit 23.2

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the use of our reserves report dated February 6, 2024, included in the Annual Report on Form 10-K of Chord Energy Corporation for the fiscal year ended December 31, 2023, as amended, as well as in the notes to the financial statements included therein, incorporated by reference to this Registration Statement on Form S-8 of Chord Energy Corporation, in accordance with the requirements of the Securities Act of 1933, as amended.

NETHERLAND, SEWELL & ASSOCIATES, INC.

/s/ Richard B. Talley, Jr.

By:

Richard B. Talley, Jr., P.E.

Chairman and Chief Executive Officer

Houston, Texas

September 13, 2024

DeGolyer and Mac Naughton

5001 Spring Valley Road Suite 800 East

Dallas, Texas 75244

September 13, 2024

Chord Energy Corporation 1001 Fannin Street, Suite 1500

Houston, Texas 77002

Ladies and Gentlemen:

We hereby consent to the references to DeGolyer and MacNaughton in the Registration Statement on Form S-8 (the Registration Statement) of Chord Energy Corporation (the Company). We also consent to the use and incorporation by reference in the Registration Statement of information contained in our report entitled “Report as of December 31, 2021 on Reserves and Revenue of Certain Properties with interests attributable to Oasis Petroleum Inc.,” included as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. We further consent to specific references in the Registration Statement to DeGolyer and MacNaughton as an independent petroleum engineering firm.

Very truly yours,

DeGOLYER and MacNAUGHTON

Texas Registered Engineering Firm F-716

Consent of Independent Registered Public Accounting Firm

The Board of Directors of Chord Energy Corporation

We consent to the use of our report dated February 21, 2024, which appears in the Annual Report on Form 40-F of Enerplus Corporation and subsidiaries (the “Entity”) for the fiscal year ended December 31, 2023, on the consolidated financial statements of the Entity, which comprise the consolidated balance sheets as of December 31, 2023 and 2022, the related consolidated statements of income/(loss) and comprehensive income/(loss), changes in shareholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes, which is incorporated by reference in the Registration Statement on Form S-8 dated September 13, 2024 of Chord Energy Corporation.

/s/ KPMG LLP

Chartered Professional Accountants

September 13, 2024

Calgary, Canada

Exhibit 23.5

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the use of our reserves report dated February 20, 2024, included in the Annual Report on Form 40-F of Enerplus Corporation for the fiscal year ended December 31, 2023, as amended, as well as in the notes to the financial statements included therein, incorporated by reference to this Registration Statement on Form S-8 of Chord Energy Corporation, in accordance with the requirements of the Securities Act of 1933, as amended.

NETHERLAND, SEWELL & ASSOCIATES, INC.

/s/ Richard B. Talley, Jr.

By:

Richard B. Talley, Jr., P.E.

Chairman and Chief Executive Officer

Houston, Texas

September 13, 2024

CONSENT OF INDEPENDENT ENGINEERS

We hereby consent to the use of our reserves report dated February 21, 2024, included in the Annual Report on Form 40-F of Enerplus Corporation for the fiscal year ended December 31, 2023, as amended, as well as in the notes to the financial statements included therein, incorporated by reference to this Registration Statement on Form S-8 of Chord Energy Corporation, in accordance with the requirements of the Securities Act of 1933, as amended.

McDANIEL & ASSOCIATES CONSULTANTS LTD.

/s/ Brian Hamm

______________________________

Brian Hamm, P.Eng.

President & CEO

Calgary, Alberta, Canada

September 13, 2024


2000, Eighth Avenue Place, East Tower, 525 – 8 Avenue SW, Calgary, AB, T2P 1G1 Tel: (403) 262-5506 www.mcdan.com

Submission	Sep. 13, 2024
Submission [Line Items]
Central Index Key	0001486159
Registrant Name	Chord Energy Corp
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

Offerings - Offering: 1	Sep. 13, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, $0.01 par value per share
Amount Registered \| shares	608,061
Proposed Maximum Offering Price per Unit	131.48
Maximum Aggregate Offering Price	$ 79,947,860.28
Fee Rate	0.01476%
Amount of Registration Fee	$ 11,800.30
Offering Note	The proposed maximum offering price per share and proposed maximum aggregate offering price for the shares of Common Stock covered by this Registration Statement have been estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act based upon the average of the high and low prices of a share of Stock as reported on the Nasdaq Global Market on September 10, 2024 (a date within five business days prior to the date of filing the Registration Statement), which was equal to $131.48.