[8-K] Chevron Corporation Reports Material Event

Rhea-AI Filing Summary

Chevron Corporation issued an aggregate of $5.5 billion of notes through its indirect subsidiary Chevron U.S.A. Inc., across seven series with maturities from 2027 to 2035. The offerings include fixed-rate notes bearing coupons of 3.950%, 4.050%, 4.300%, 4.500% and 4.850%, and two floating-rate series tied to Compounded SOFR plus 57 bps and 82 bps, respectively.

The notes are fully and unconditionally guaranteed by Chevron Corporation and rank equally with other unsecured, unsubordinated indebtedness; existing and future Chevron corporate debt will be structurally subordinated to indebtedness of Chevron U.S.A. Inc. Fixed-rate notes are callable as described in the prospectus supplement, while the floating-rate series are not redeemable prior to maturity.

Positive

• $5.5 billion aggregate principal issued across seven note series, providing significant financing capacity
• Offers a mix of fixed-rate and Compounded SOFR-linked floating-rate notes, enabling investor choice on rate exposure
• Notes are fully and unconditionally guaranteed by Chevron Corporation, providing parent-level credit support
• Staggered maturities from 2027 to 2035 diversify the company's debt maturity profile

Negative

• The issuance increases aggregate indebtedness by $5.5 billion, which affects leverage and future interest obligations
• Debt is issued by Chevron U.S.A. Inc., meaning other Chevron corporate creditors will be structurally subordinated to this subsidiary-level indebtedness
• Floating-rate tranches are tied to Compounded SOFR, exposing interest costs to short-term rate volatility; two floating series are not callable

Insights

Debt Capital Markets Analyst

TL;DR: Chevron raised $5.5B via diversified notes, locking rates and floating exposure across 2027-2035 maturities.

The transaction supplies a sizable amount of long- and short-term wholesale funding across seven tranches, spreading maturities from 2027 through 2035 and mixing fixed and SOFR-linked floating coupons. The guaranteed structure preserves credit support at the parent level while creating direct obligations of the U.S. subsidiary. Investors gain access to various duration and rate exposures; the issuance size and staggered maturities help manage near-term rollover risk.

Credit/Risk Analyst

TL;DR: $5.5B of subsidiary notes increase consolidated unsecured obligations and create structural priority at the operating-company level.

All notes are unsecured and unsubordinated and are guaranteed by the parent, which means they rank equally with other unsecured debt of the guarantor. The filing expressly states that corporate-level debt will be structurally subordinated to indebtedness of the operating subsidiary, a capital-structure detail relevant to creditor recoveries and intercompany priority. Non-callability of floating tranches preserves their scheduled cash flows for investors.

CHEVRON CORP false 0000093410 0000093410 2025-08-13 2025-08-13

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): August 13, 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 8.01 Other Events.

On August 13, 2025, Chevron U.S.A. Inc. (exclusive of its subsidiaries, “CUSA”), an indirect wholly owned subsidiary of Chevron Corporation (the “Corporation”), issued its 3.950% Notes Due 2027 in the aggregate principal amount of $500,000,000 (the “2027 Fixed Rate Notes”), its 4.050% Notes Due 2028 in the aggregate principal amount of $650,000,000 (the “2028 Fixed Rate Notes”), its Floating Rate Notes Due 2028-B in the aggregate principal amount of $600,000,000 (the “2028-B Floating Rate Notes”), its 4.300% Notes Due 2030 in the aggregate principal amount of $1,200,000,000 (the “2030 Fixed Rate Notes”), its Floating Rate Notes Due 2030 in the aggregate principal amount of $400,000,000 (the “2030 Floating Rate Notes”), its 4.500% Notes Due 2032 in the aggregate principal amount of $1,250,000,000 (the “2032 Fixed Rate Notes”) and its 4.850% Notes Due 2035 in the aggregate principal amount of $900,000,000 (the “2035 Fixed Rate Notes” and, together with the 2027 Fixed Rate Notes, the 2028 Fixed Rate Notes, the 2028-B Floating Rate Notes, the 2030 Fixed Rate Notes, the 2030 Floating Rate Notes and the 2032 Fixed Rate Notes, the “Notes”). The Notes were issued pursuant to an Indenture, dated as of August 12, 2020 (the “Indenture”), as supplemented by the Fourth Supplemental Indenture, dated as of August 13, 2025 (the “Fourth Supplemental Indenture”), each being among CUSA, the Corporation, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

The obligations under the Notes are fully and unconditionally guaranteed by the Corporation on an unsecured and unsubordinated basis and rank equally to any other unsecured and unsubordinated indebtedness of the Corporation that is currently outstanding or that the Corporation may issue in the future. Current outstanding and additional debt securities and other indebtedness of the Corporation will be structurally subordinated to any indebtedness of CUSA, including the Notes.

On August 11, 2025, CUSA and the Corporation entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which CUSA agreed to issue and sell the Notes to the Underwriters, and the Corporation agreed to guarantee the Notes.

The 2027 Fixed Rate Notes will mature on August 13, 2027, the 2028 Fixed Rate Notes and the 2028-B Floating Rate Notes will mature on August 13, 2028, the 2030 Fixed Rate Notes and the 2030 Floating Rate Notes will mature on October 15, 2030, the 2032 Fixed Rate Notes will mature on October 15, 2032, and the 2035 Fixed Rate Notes will mature on October 15, 2035.

CUSA will pay interest on (i) the 2027 Fixed Rate Notes and the 2028 Fixed Rate Notes on February 13 and August 13 of each year starting on February 13, 2026, (ii) the 2030 Fixed Rate Notes, the 2032 Fixed Rate Notes and the 2035 Fixed Rate Notes on April 15 and October 15 of each year starting on April 15, 2026, (iii) the 2028-B Floating Rate Notes on February 13, May 13, August 13 and November 13 of each year starting on November 13, 2025 and (iv) the 2030 Floating Rate Notes on January 15, April 15, July 15 and October 15 of each year starting on October 15, 2025. The 2028-B Floating Rate Notes will bear interest at a floating rate equal to Compounded SOFR (as defined in the Fourth Supplemental Indenture) plus 57 basis points (“bps”), and the 2030 Floating Rate Notes will bear interest at a floating rate equal to Compounded SOFR plus 82 bps, in each case subject to the provisions set forth in the Final Prospectus Supplement filed with the Securities and Exchange Commission on August 12, 2025 (the “Final Prospectus Supplement”). CUSA will have the right to redeem the fixed rate notes in whole or in part at any time prior to maturity at the redemption price described in the Final Prospectus Supplement. CUSA will not have the right to redeem the 2028-B Floating Rate Notes or the 2030 Floating Rate Notes prior to maturity.

CUSA and the Corporation have filed with the Securities and Exchange Commission a Prospectus dated November 7, 2024 (Registration Statement Nos. 333-283053 and 333-283053-01), a Preliminary Prospectus Supplement dated August 11, 2025, a Free Writing Prospectus dated August 11, 2025, and the Final Prospectus Supplement in connection with the public offering and guarantee of the Notes.

The descriptions of the Underwriting Agreement, the Indenture and the Fourth Supplemental Indenture are qualified in their entirety by the terms of such agreements themselves. Please refer to such agreements, and the forms of the Notes, each of which is incorporated herein by reference and attached to this report as Exhibits 1.1, 4.1, 4.2, and 4.3, respectively.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated August 11, 2025, among Chevron U.S.A. Inc., Chevron Corporation and Barclays Capital Inc., BofA Securities, Inc. and Citigroup Global Markets Inc., as the representatives of the several underwriters named therein.
4.1		Indenture, dated as of August 12, 2020, among Chevron U.S.A. Inc., Chevron Corporation, as guarantor, and Deutsche Bank Trust Company Americas, as trustee, filed as Exhibit 4.1 to Chevron Corporation’s Current Report on Form 8-K filed August 13, 2020, and incorporated herein by reference.
4.2		Fourth Supplemental Indenture, dated as of August 13, 2025, among Chevron U.S.A. Inc., Chevron Corporation, as guarantor, and Deutsche Bank Trust Company Americas, as trustee.
4.3		Forms of 3.950% Notes Due 2027, 4.050% Notes Due 2028, Floating Rate Notes Due 2028-B, 4.300% Notes Due 2030, Floating Rate Notes due 2030, 4.500% Notes Due 2032 and 4.850% Notes Due 2035 (contained in Exhibit 4.2 hereto).
5.1		Opinion of Morgan, Lewis & Bockius LLP, counsel to Chevron U.S.A. Inc.
5.2		Opinion of Sullivan & Cromwell LLP, counsel to Chevron Corporation.
23.1		Consent of Morgan, Lewis & Bockius LLP (contained in their opinion filed as Exhibit 5.1 hereto).
23.2		Consent of Sullivan & Cromwell LLP (contained in their opinion filed as Exhibit 5.2 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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: August 13, 2025
				CHEVRON CORPORATION
				By		/s/ Rose Z. Pierson
				Name:		Rose Z. Pierson
				Title:		Assistant Secretary

FAQ

What did Chevron (CVX) issue in this 8-K?

Chevron U.S.A. Inc. issued an aggregate of $5.5 billion of notes in seven series, including fixed-rate and Compounded SOFR-linked floating-rate notes.

What are the coupon rates and maturities for the new CVX notes?

Fixed-rate coupons include 3.950%, 4.050%, 4.300%, 4.500% and 4.850%; maturities span 2027, 2028, 2030, 2032 and 2035. Two floating series are SOFR-based plus 57 bps and 82 bps.

Are the new notes guaranteed by Chevron Corporation (CVX)?

Yes. The notes are fully and unconditionally guaranteed by Chevron Corporation on an unsecured and unsubordinated basis.

Can Chevron redeem the new notes early?

The filing states CUSA has the right to redeem the fixed-rate notes in whole or in part as described in the prospectus supplement; the floating-rate series are not redeemable prior to maturity.

How does this issuance affect other Chevron debt?

The filing notes that current and additional corporate-level debt will be structurally subordinated to any indebtedness of Chevron U.S.A. Inc., including these notes.