Chevron (NYSE: CVX) director logs phantom stock compensation plan transaction

Rhea-AI Filing Summary

CHEVRON CORP director Cynthia J. Warner reported a discretionary transaction in phantom stock under the company’s Non-Employee Directors' Equity Compensation and Deferral Plan. The filing shows 20 phantom stock units transacted at $185.83 per unit, bringing her total phantom stock holdings to 403 units.

The phantom stock is payable in Chevron common stock on a 1-for-1 basis upon her termination of service, and the reported balance includes dividend equivalent accruals under the plan. This entry reflects changes within a deferred equity-based compensation arrangement rather than an open-market trade in Chevron shares.

Insights

Equity compensation analyst

Chevron director records phantom stock plan transaction with no open-market trade.

The filing shows director Cynthia J. Warner executing a discretionary transaction involving 20 units of Phantom Stock at $185.83 per unit. These units are part of the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan and convert into common stock on a 1-for-1 basis at service termination.

After this transaction, Warner holds 403 phantom stock units, including dividend equivalent accruals. Because this is a deferred compensation adjustment, not a buy or sale in the open market, it primarily reflects ongoing administration of Chevron’s director equity program rather than a change in direct share ownership.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WARNER CYNTHIA J

Role null

Type	Security	Shares	Price	Value
I	Phantom Stock	20	$185.83	$4K

Holdings After Transaction: Phantom Stock — 403 shares (Direct, null)

Footnotes (1)

1. The shares of phantom stock issued under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan become payable in common stock upon the reporting person's termination of service. 1-for-1. This number includes dividend equivalent accruals (4) under the Chevron Non-Employee Directors' Equity Compensation Plan.

Key Figures

Phantom stock transaction size: 20 units at $185.83 Phantom stock holdings after transaction: 403 units Conversion ratio: 1-for-1 +1 more

4 metrics

Phantom stock transaction size 20 units at $185.83 Discretionary transaction under Rule 16b-3(f) on 2026-06-01

Phantom stock holdings after transaction 403 units Total phantom stock units following reported transaction

Conversion ratio 1-for-1 Each phantom stock unit payable in one Chevron common share

Dividend equivalent accruals count 4 units Dividend equivalent accruals included in phantom stock balance

Key Terms

Phantom Stock, Chevron Non-Employee Directors' Equity Compensation and Deferral Plan, dividend equivalent accruals, Rule 16b-3(f)

4 terms

Phantom Stock financial

"The shares of phantom stock issued under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan become payable..."

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Chevron Non-Employee Directors' Equity Compensation and Deferral Plan financial

"The shares of phantom stock issued under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan become payable..."

dividend equivalent accruals financial

"This number includes dividend equivalent accruals (4) under the Chevron Non-Employee Directors' Equity Compensation Plan."

Rule 16b-3(f) regulatory

"transaction_code_description: Discretionary transaction under Rule 16b-3(f)"

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WARNER CYNTHIA J

(Last) (First) (Middle)

1400 SMITH STREET

(Street)

HOUSTON TEXAS 77002

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock(1)	(2)	06/01/2026		I		20		(1)	(1)	Common Stock	20	$185.83	403(3)	D

Explanation of Responses:

1. The shares of phantom stock issued under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan become payable in common stock upon the reporting person's termination of service.

2. 1-for-1.

3. This number includes dividend equivalent accruals (4) under the Chevron Non-Employee Directors' Equity Compensation Plan.

	/s/ Rose Z. Pierson, Attorney-in-Fact for Cynthia J. Warner	06/03/2026
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Chevron (CVX) report for director Cynthia J. Warner?

Chevron director Cynthia J. Warner reported a discretionary transaction involving 20 units of phantom stock at $185.83 each. Following the transaction, her total phantom stock holdings under the non-employee directors’ equity plan increased to 403 units, all tied to Chevron common stock.

What is the nature of the phantom stock reported in Chevron (CVX)’s Form 4?

The phantom stock is issued under Chevron’s Non-Employee Directors' Equity Compensation and Deferral Plan and is payable in common stock. Each phantom stock unit converts into one share of Chevron common stock upon the director’s termination of service, functioning as deferred equity-based compensation.

Did the Chevron (CVX) Form 4 show an open-market buy or sell by the director?

No open-market buy or sell was reported; the transaction is coded as a discretionary transaction under Rule 16b-3(f). It affects 20 phantom stock units within a deferred compensation plan, rather than direct trading of Chevron common stock on the open market.

How many phantom stock units does the Chevron (CVX) director hold after this transaction?

After the reported discretionary transaction, Cynthia J. Warner holds 403 phantom stock units. This figure includes dividend equivalent accruals recorded under Chevron’s Non-Employee Directors' Equity Compensation Plan and represents her current phantom stock balance tied to Chevron common shares.

What does the 1-for-1 note mean in Chevron (CVX)’s phantom stock disclosure?

The 1-for-1 note means each phantom stock unit is payable in one share of Chevron common stock. Payment occurs when the reporting person’s service as a non-employee director ends, aligning the phantom stock’s value directly with Chevron’s share price.