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[Form 4] CHEVRON CORP Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Chevron Corporation (CVX) director John B. Hess reported multiple stock sales by affiliated entities. On 11/20/2025, a trust for his benefit sold blocks of Chevron common stock, including 220,250 shares at a weighted-average price of $150.5122, 37,441 shares at $151.3677, and 17,309 shares at $152.4329. On 11/21/2025, the trust sold additional blocks, including 31,076 shares at $149.4779, 226,367 shares at $150.1976 and 17,557 shares at $150.8494.

After these transactions, he continued to report substantial indirect ownership of Chevron shares held through a trust, a limited partnership, family and other limited liability companies, and another trust. The prices disclosed are weighted-average sale prices for multiple trades within stated price ranges, and the reporting person has undertaken to provide detailed trade-breakdown information upon request.

Positive

  • None.

Negative

  • None.

Insights

Large director insider sale via trusts, but overall Chevron equity stake remains very substantial and diversified across entities.

The filing reports that director John B. Hess sold a total of 550,000 shares of Chevron common stock on 11/20/2025 and 11/21/2025. These were all sales by a trust for his benefit at weighted-average prices between about $148.78 and $153.02, reducing that trust’s holdings from roughly 1.40 million shares to 853,045 shares. The transactions were open-market sales coded "S" and involved only non-derivative equity.

Despite these sizable sales, total beneficial ownership remains high. The filing shows 355,499 shares held directly (including units from an employees’ savings plan and dividend-equivalent accruals) and large indirect positions: 7,244,497 shares through a limited partnership, plus additional blocks via family and other LLCs and another trust. In aggregate, the reporting person still beneficially owns roughly 8.8 million shares through various vehicles.

The disclosure signals a meaningful reduction in one trust’s stake, not an exit from Chevron equity exposure. The footnotes clarify that many holdings are in long-standing structures such as a limited partnership and family LLCs where he is a partner, member, or manager. A practical item to monitor is whether similar-sized sales recur in future Form 4s or whether the pattern stabilizes after these November 2025 transactions.

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*
HESS JOHN B

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2025
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 11/20/2025 S 220,250 D $150.5122(1) 1,182,795 I By Trust(2)
Common Stock 11/20/2025 S 37,441 D $151.3677(3) 1,145,354 I By Trust(2)
Common Stock 11/20/2025 S 17,309 D $152.4329(4) 1,128,045 I By Trust(2)
Common Stock 11/21/2025 S 31,076 D $149.4779(5) 1,096,969 I By Trust(2)
Common Stock 11/21/2025 S 226,367 D $150.1976(6) 870,602 I By Trust(2)
Common Stock 11/21/2025 S 17,557 D $150.8494(7) 853,045 I By Trust(2)
Common Stock 355,499(8)(9) D
Common Stock 7,244,497 I By Limited Partnership(10)
Common Stock 29,471 I By Family LLC(11)
Common Stock 307,500 I By LLC(12)
Common Stock 7,286 I By Trust(13)
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
Explanation of Responses:
1. These shares were sold in multiple transactions at prices ranging from $150.0600 to $151.0594. The price reported above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range provided.
2. Shares are held by a trust established for the benefit of the reporting person and of which the reporting person is a beneficiary.
3. These shares were sold in multiple transactions at prices ranging from $151.0631 to $151.9700. The price reported above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range provided.
4. These shares were sold in multiple transactions at prices ranging from $152.0800 to $153.0197. The price reported above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range provided.
5. These shares were sold in multiple transactions at prices ranging from $148.7800 to $149.7750. The price reported above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range provided.
6. These shares were sold in multiple transactions at prices ranging from $149.7800 to $150.7700. The price reported above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range provided.
7. These shares were sold in multiple transactions at prices ranging from $150.7800 to $151.0100. The price reported above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range provided.
8. This number includes 76,946 shares previously indirectly owned under the Hess Corporation Employee's Savings Plan, which are now directly owned. Share totals with respect to the Hess Corporation Employees' Savings Plan are based upon unit accounting and therefore may reflect a change in units previously reported by the reporting person though no acquisition or disposition occurred.
9. This number includes the acquisition of dividend equivalent accruals on stock units (14) issued under the Chevron Corporation Non-Employee Directors' Equity Compensation and Deferral Plan.
10. 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.
11. 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.
12. 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.
13. Shares are held by a trust established for the benefit of the reporting person and of which the reporting person is a beneficiary.
/s/ Rose Z. Pierson, Attorney-In-Fact for John B. Hess 11/24/2025
** 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.
Chevron Corp

NYSE:CVX

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299.86B
1.89B
6.03%
58.98%
0.9%
Oil & Gas Integrated
Petroleum Refining
Link
United States
HOUSTON