Chevron Director John B. Hess reports sizeable insider holdings in Form 3

Rhea-AI Filing Summary

Form 3 – Chevron Corporation (CVX) filed 07/30/2025: New board member John B. Hess discloses his initial beneficial ownership following the 07/28/2025 event.

• Direct holding: 277,288 common shares.
• Indirect holdings: 9,442,910 shares held through a limited partnership (7,244,497), family LLCs (336,971 total), multiple trusts (1,785,331) and a 401(k) plan (76,111). Total common-stock position is ≈9.72 million shares.
• Derivative securities: Five fully-vested non-qualified stock-option awards covering 709,362 shares; strike prices range from $48.51 to $138.10 and expire between 2029-2033.

Hess files as a Director (not a 10 % owner) and as the sole reporting person. The filing records existing ownership; no new transactions are reported. The disclosure enhances transparency and indicates substantial insider alignment but has no immediate effect on Chevron’s capital structure or operations.

Positive

• Significant insider alignment: John B. Hess holds ≈9.72 M Chevron shares plus 0.71 M options, indicating strong personal stake in company performance.

Negative

• None.

Insights

Corporate Governance Specialist

TL;DR: Large insider stake disclosed; governance alignment improves, market impact minimal.

The Form 3 shows John B. Hess controls roughly 9.7 million Chevron shares and 0.7 million vested options. For governance, a director with meaningful skin in the game is generally viewed positively because incentives are aligned with shareholder value creation. However, the filing is purely informational—no new shares issued, no trades executed—so it does not change float, earnings, or leverage. Given Chevron’s size, the stake is well below 10 %, so regulatory implications are limited. Overall, the event is transparent but not financially material.

Portfolio Manager

TL;DR: Informational filing; insider alignment up, valuation unchanged.

From a portfolio perspective, Hess’s disclosure signals confidence and potential long-term alignment, yet it doesn’t alter Chevron’s cash flows or capital allocation plans. The position—while large in absolute terms—is immaterial relative to CVX’s >1.9 billion shares outstanding. No trading activity is indicated, so liquidity and near-term price dynamics remain unaffected. I view the development as governance-positive but not thesis-changing; no portfolio action warranted.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

HESS JOHN B

(Last) (First) (Middle)

1400 SMITH STREET

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2025

3. Issuer Name and Ticker or Trading Symbol
CHEVRON CORP [ CVX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	277,288	D
Common Stock	7,244,497	I	By Limited Partnership(1)
Common Stock	29,471	I	By Family LLC(2)
Common Stock	307,500	I	By LLC(3)
Common Stock	7,286	I	By Trust(4)
Common Stock	1,778,045	I	By Trust(5)
Common Stock	76,111	I	By 401(k)(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)	(7)	03/06/2029	Common Stock	170,077	$55.36	D
Non-Qualified Stock Option (Right to Buy)	(8)	03/06/2030	Common Stock	243,706	$48.51	D
Non-Qualified Stock Option (Right to Buy)	(9)	03/06/2031	Common Stock	117,498	$73.21	D
Non-Qualified Stock Option (Right to Buy)	(10)	03/06/2032	Common Stock	103,771	$98.71	D
Non-Qualified Stock Option (Right to Buy)	(11)	03/06/2033	Common Stock	74,310	$138.1	D

Explanation of Responses:

1. Shares are held by a limited partnership of which the reporting person is a limited partner and serves on the management committee of the general partner of the limited partnership.

2. Shares are held by a limited liability company of which the reporting person is a member and is a general partner and manager of a limited partnership that is the manager of the limited liability company.

3. Shares are held by a limited liability company of which the reporting person and the reporting person's son are the sole members, and the reporting person is the manager.

4. Shares are held by a trust established for the benefit of the reporting person and of which the reporting person is a beneficiary.

5. Shares are held by a trust established for the benefit of the reporting person and of which the reporting person is a beneficiary.

6. This number represents the reporting person's shares of Chevron Corporation common stock under the Hess Corporation Employees' Savings Plan.

7. Option Granted: 3/6/2019. One-third of the shares subject to the option vested on March 6, 2020, March 6, 2021, and March 6, 2022, respectively, pursuant to the Hess Equity Plans.

8. Option Granted: 3/6/2020. One-third of the shares subject to the option vested on March 6, 2021, March 6, 2022, and March 6, 2023, respectively, pursuant to the Hess Equity Plans.

9. Option Granted: 3/6/2021. One-third of the shares subject to the option vested on March 6, 2022, March 6, 2023, and March 6, 2024, respectively, pursuant to the Hess Equity Plans.

10. Option Granted: 3/6/2022. One-third of the shares subject to the option vested on March 6, 2023, March 6, 2024, and March 6, 2025, respectively, pursuant to the Hess Equity Plans.

11. Option Granted: 3/6/2023. One-third of the shares subject to the option vested on March 6, 2024, March 6, 2025, and July 18, 2025, respectively, pursuant to the Hess Equity Plans.

Remarks:

Exhibit List: Exhibit - 24 - Power of Attorney

	/s/ Christopher A. Butner, Attorney-In-Fact for John B. Hess	07/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

Why did John B. Hess file a Form 3 for Chevron (CVX)?

The filing records his initial beneficial ownership in CVX after becoming a director on 07/28/2025.

How many Chevron common shares does John B. Hess directly own?

He directly owns 277,288 CVX common shares.

What entities hold John B. Hess’s indirect CVX shares?

Indirect shares are held via a limited partnership, family LLCs, two trusts, and his 401(k) plan.

How many option shares are disclosed in the Form 3?

Five non-qualified options cover 709,362 shares with strikes from $48.51 to $138.10, expiring 2029-2033.

Does the Form 3 report any recent purchase or sale of CVX shares?

No. The document is purely informational; it lists existing holdings and indicates no transactions.