Chevron (CVX) officer details RSU conversion, tax withholding and 401(k) shares

Rhea-AI Filing Summary

Chevron Corporation officer Andrew Benjamin Walz, President, DM&C, reported equity transactions involving company stock. On December 17, 2025, 72 restricted stock units were converted into Chevron common stock at an exercise price of $0. On the same date, 72 shares were withheld at a price of $149.52 to cover required tax obligations under the award terms, leaving 11 shares owned directly.

Following these transactions, Walz beneficially owned 8,793 shares indirectly through a 401(k) plan, reflecting 99 shares acquired between December 4 and December 17, 2025, and 1,864 restricted stock units, which include 21 dividend-equivalent units. The restricted stock units were granted on February 6, 2024 and vest in three equal annual installments in 2025, 2026, and 2027.

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

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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^*

Walz Andrew Benjamin

(Last) (First) (Middle)

1400 SMITH STREET

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, DM&C

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

4. 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 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
Common Stock	12/17/2025		M		72	A	$0	83	D
Common Stock	12/17/2025		F(1)		72	D	$149.52	11	D
Common Stock								8,793(2)	I	By 401(k) plan

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
Restricted Stock Units	(3)	12/17/2025		M			72	(3)	(3)	Common Stock	72	$0	1,864(4)	D

Explanation of Responses:

1. Reflects withholding of shares to cover required tax obligations under the terms of the award agreement due to the reporting person's age and years of service.

2. Between December 4, 2025 and December 17, 2025, the reporting person acquired 99 shares of Chevron common stock under the Chevron Employee Saving Investment Plan, a 401(k) plan.

3. Restricted stock units granted on February 6, 2024 under the Chevron Corporation 2022 Long-Term Incentive Plan. Each restricted stock unit is the economic equivalent of one share of Chevron Corporation common stock. Restricted stock units accrue dividend equivalents in the form of additional restricted stock units. One-third of the shares subject to the award vested on February 10, 2025, and one-third of the shares subject to the award will vest on February 10, 2026 and February 10, 2027, respectively, and will settle in shares of Chevron common stock on the date of vesting.

4. This number includes dividend equivalents (21 shares).

	/s/ Rose Z. Pierson, Attorney-in-Fact for Andrew Benjamin Walz	12/19/2025
	** 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 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.

FAQ

What insider transaction did Chevron (CVX) report for Andrew Benjamin Walz?

Andrew Benjamin Walz, President, DM&C of Chevron Corporation, reported that on December 17, 2025, 72 restricted stock units were converted into Chevron common stock and an equal 72 shares were withheld at $149.52 per share to cover required tax obligations.

How many Chevron (CVX) shares does Andrew Benjamin Walz own after the reported transactions?

After the reported transactions, Andrew Benjamin Walz held 11 Chevron common shares directly and 8,793 shares indirectly through a 401(k) plan, along with 1,864 restricted stock units, which include 21 dividend-equivalent units.

What is the source of the 8,793 Chevron (CVX) shares held indirectly by Andrew Benjamin Walz?

The 8,793 shares of Chevron common stock are held indirectly by Andrew Benjamin Walz through the Chevron Employee Saving Investment Plan, a 401(k) plan. This includes 99 shares acquired between December 4, 2025 and December 17, 2025.

What are the terms of Andrew Benjamin Walz’s Chevron (CVX) restricted stock units?

The restricted stock units were granted on February 6, 2024 under the Chevron Corporation 2022 Long-Term Incentive Plan. Each unit is the economic equivalent of one share of Chevron common stock and accrues dividend equivalents in the form of additional units. One-third vested on February 10, 2025, with one-third scheduled to vest on February 10, 2026 and February 10, 2027, settling in shares at vesting.

Why were 72 Chevron (CVX) shares withheld from Andrew Benjamin Walz on December 17, 2025?

The filing states that the 72 shares were withheld to cover required tax obligations under the terms of the award agreement, taking into account the reporting person’s age and years of service.

What is Andrew Benjamin Walz’s role at Chevron (CVX)?

Andrew Benjamin Walz is reported as an Officer of Chevron Corporation, with the title President, DM&C.