Chevron (NYSE: CVX) revises By-Laws and adds two new executive officers

Rhea-AI Filing Summary

Chevron Corporation updated its corporate governance by approving amended and restated By-Laws effective December 3, 2025. The changes simplify Article II on officers so the company now formally requires only a Chief Executive Officer and a Secretary, while allowing the Board to create and define additional officer roles and titles by resolution. Detailed references to specific officer positions, including various vice presidents, financial, legal, tax, and treasury roles, were deleted, and related sections were renumbered.

On the same date, the Board approved an updated list of executive officers. Robert C. Neff, Jr. was named President, Upstream, and Andrew B. Walz was named President, Downstream, Midstream and Chemicals as new executive officer appointments. Other officers’ titles were modernized, including roles such as Chief Technology and Engineering Officer and President, New Energies.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2025

Chevron Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-00368

94-0890210

(State or other jurisdiction of incorporation )

(Commission File Number)

(I.R.S. Employer Identification No.)

1400 Smith Street

Houston

TX

77002

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (832) 854-1000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $.75 per share

CVX

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.			☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 3, 2025, the Board of Directors (the “Board”) of Chevron Corporation (the “Corporation”) approved and adopted amended and restated By-Laws of the Corporation (the “By-Laws”), effective December 3, 2025. The following is a summary of the changes, all of which relate to simplifying Article II (titled “Officers”) to provide the Corporation with the flexibility to modernize officer titles and align officer title nomenclature with prevailing practice:

•Amended Article II, Section 2, to (i) provide that the Corporation shall have, in addition to a Chief Executive Officer and a Secretary, such other officers as may be elected by the Board to hold such offices that are created by resolution of the Board or created as authorized by the Board; (ii) delete the creation of other specific officers; and (iii) provide that officers shall have such powers and perform such duties as may from time to time be granted or assigned by the By-Laws, the Board or, subject to the control of the Board, by a committee thereof or by the Executive Committee, or as may otherwise be in accordance with the direction of the Board.

•Amended Article II, Sections 3 and 7, to delete the reference to the other powers and duties of the Chief Executive Officer and the Secretary, respectively, each of which was added to Article II, Section 2.

•Deleted Article II, Sections 4 through 6 and Sections 8 through 13, referencing the creation of Vice President and Chief Financial Officer; Vice President and General Counsel; Executive Vice Presidents, Senior Vice Presidents, and Vice Presidents; Assistant Secretaries; Treasurer; Assistant Treasurers; Controller; General Tax Counsel; and Other Officers.

•Renumbered various sections in Article II to reflect these amendments.

Item 8.01 Other Events.

On December 3, 2025, the Board approved an updated list of executive officers as set forth below. The updated list reflects the addition of two executive officers (as indicated below), as well as changes in certain officer titles to modernize and align them with prevailing practice.

			Michael K. Wirth			Chief Executive Officer
			Mark A. Nelson			Vice Chairman and Executive Vice President, Oil, Products & Gas
			Eimear P. Bonner			Chief Financial Officer
			T. Ryder Booth			Chief Technology and Engineering Officer
			Jeffrey B. Gustavson			President, New Energies
			Robert C. Neff, Jr.*			President, Upstream
			R. Hewitt Pate			Chief Legal Officer
			Andrew B. Walz*			President, Downstream, Midstream and Chemicals
			* New appointment

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number						Description
3.2						By-Laws of Chevron Corporation, as amended and restated December 3, 2025.
104						Cover Page Interactive Data File, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 5, 2025

			CHEVRON CORPORATION
			By:			/s/ Christopher A. Butner
						Christopher A. Butner
						Assistant Secretary and Senior Counsel

FAQ

What did Chevron (CVX) change in its By-Laws on December 3, 2025?

Chevron’s Board approved amended and restated By-Laws that simplify Article II on officers. The revisions focus on modernizing officer titles and giving the Board flexibility to create additional officer positions and define their duties by resolution, rather than listing many specific roles in the By-Laws.

How did the Chevron (CVX) officer structure change in this 8-K?

The updated By-Laws now require only a Chief Executive Officer and a Secretary, with all other officer positions to be created as the Board determines. References to numerous specific roles such as vice presidents, treasurer, controller, and general tax counsel were deleted, and related sections were renumbered.

Which new executive officers did Chevron (CVX) add on December 3, 2025?

Chevron’s Board added two new executive officers: Robert C. Neff, Jr. as President, Upstream, and Andrew B. Walz as President, Downstream, Midstream and Chemicals. The filing marks these two positions as new appointments to the executive officer group.

Who are the key named executives at Chevron (CVX) after this update?

Key executives listed include Michael K. Wirth as Chief Executive Officer, Mark A. Nelson as Vice Chairman and Executive Vice President, Oil, Products & Gas, Eimear P. Bonner as Chief Financial Officer, T. Ryder Booth as Chief Technology and Engineering Officer, Jeffrey B. Gustavson as President, New Energies, R. Hewitt Pate as Chief Legal Officer, along with the new appointees Robert C. Neff, Jr. and Andrew B. Walz.

Does this Chevron (CVX) 8-K include financial or earnings information?

No. The 8-K focuses on corporate governance and leadership structure. It describes By-Law amendments related to officer positions and provides an updated list of executive officers, without presenting financial or earnings data.

What exhibit relates to the updated Chevron (CVX) By-Laws in this filing?

The filing attaches the full amended and restated By-Laws as Exhibit 3.2, titled “By-Laws of Chevron Corporation, as amended and restated December 3, 2025.” It also includes an Inline XBRL cover page as Exhibit 104.