Chevron (NYSE: CVX) vice chair details RSU vesting and tax share withholdings

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Chevron vice chairman Mark A. Nelson reported the vesting and exercise of restricted stock units into common shares and related tax withholdings on February 10, 2026.

He acquired 3,071 and 3,924 shares of Chevron common stock through RSU conversions at $0 exercise price, while 1,271 and 1,549 shares were withheld at $182.26 per share to cover tax obligations. After these transactions, he directly owned 11,337 Chevron common shares and indirectly held 18,898 shares through a 401(k) plan.

Insider Trade Summary

6,995 shares exercised/converted

Mixed 7 txns

Insider NELSON MARK A

Role Vice Chairman

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,071	$0.00	--
Exercise	Restricted Stock Units	3,924	$0.00	--
Exercise	Common Stock	3,071	$0.00	--
Tax Withholding	Common Stock	1,271	$182.26	$232K
Exercise	Common Stock	3,924	$0.00	--
Tax Withholding	Common Stock	1,549	$182.26	$282K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 3,340 shares (Direct); Common Stock — 10,233 shares (Direct); Common Stock — 18,898 shares (Indirect, By 401(k) plan)

Footnotes (1)

Each restricted stock unit is the economic equivalent of one share of Chevron common stock. This number includes rounding of fractional shares. Between February 3, 2026 and February 10, 2026, the reporting person acquired 8 shares of Chevron common stock under the Chevron Employee Savings Investment Plan, a 401(k) Plan. Restricted stock units granted on February 6, 2024 under the Chevron Corporation 2022 Long-Term Incentive Plan. 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 February 10, 2026, respectively, and one-third of the shares subject to the award will vest on February 10, 2027, and settle in shares of Chevron common stock on the date of vesting. Shares issued upon vesting are subject to a two-year post-vesting holding period, which is removed upon termination of employment. This number includes dividend equivalents (513 shares). Restricted stock units granted on February 4, 2025, under the Chevron Corporation 2022 Long-Term Incentive Plan. 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, 2026, and one-third of the shares subject to the award will vest on February 10, 2027 and February 10, 2028, respectively, and settle in shares of Chevron common stock on the date of vesting. Shares issued upon vesting are subject to a two-year post-vesting holding period, which is removed upon termination of employment.

Form 4 Insider Transactions: What Each Field Means →

02/12/2026 - 05:33 PM

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^*

NELSON MARK A

(Last)

(First)

(Middle)

1400 SMITH STREET

(Street)

HOUSTON

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)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2026		M		3,071	A	$0⁽¹⁾	10,233⁽²⁾	D
Common Stock	02/10/2026		F		1,271	D	$182.26	8,962	D
Common Stock	02/10/2026		M		3,924	A	$0⁽¹⁾	12,886	D
Common Stock	02/10/2026		F		1,549	D	$182.26	11,337	D
Common Stock								18,898⁽³⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/10/2026		M			3,071	⁽⁴⁾	⁽⁴⁾	Common Stock	3,071	⁽¹⁾	3,340	D
Restricted Stock Units	⁽¹⁾	02/10/2026		M			3,924⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	3,924⁽⁵⁾	⁽¹⁾	7,849	D

Explanation of Responses:

1. Each restricted stock unit is the economic equivalent of one share of Chevron common stock.

2. This number includes rounding of fractional shares.

3. Between February 3, 2026 and February 10, 2026, the reporting person acquired 8 shares of Chevron common stock under the Chevron Employee Savings Investment Plan, a 401(k) Plan.

4. Restricted stock units granted on February 6, 2024 under the Chevron Corporation 2022 Long-Term Incentive Plan. 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 February 10, 2026, respectively, and one-third of the shares subject to the award will vest on February 10, 2027, and settle in shares of Chevron common stock on the date of vesting. Shares issued upon vesting are subject to a two-year post-vesting holding period, which is removed upon termination of employment.

5. This number includes dividend equivalents (513 shares).

6. Restricted stock units granted on February 4, 2025, under the Chevron Corporation 2022 Long-Term Incentive Plan. 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, 2026, and one-third of the shares subject to the award will vest on February 10, 2027 and February 10, 2028, respectively, and settle in shares of Chevron common stock on the date of vesting. Shares issued upon vesting are subject to a two-year post-vesting holding period, which is removed upon termination of employment.

	/s/ Christine L. Cavallo, Attorney-in-Fact for Mark A. Nelson	02/12/2026
	** 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.
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Source: View Original Filing on SEC EDGAR

FAQ

What did Chevron (CVX) vice chairman Mark A. Nelson report on this Form 4?

Mark A. Nelson reported RSU vesting into Chevron common stock and related tax withholdings on February 10, 2026. The filing shows derivative conversions, resulting common shares, and updated direct and 401(k) plan holdings in Chevron stock.

How many Chevron (CVX) shares did Mark A. Nelson acquire through RSU conversions?

He acquired 3,071 and 3,924 Chevron common shares through exercises of restricted stock units at a zero exercise price. These RSUs were granted under Chevron’s 2022 Long-Term Incentive Plan and vest in scheduled one-third annual installments.

Were any Chevron (CVX) shares disposed of in this Form 4 filing?

Yes. A total of 1,271 and 1,549 Chevron common shares were disposed of at $182.26 per share. These dispositions were coded “F,” meaning shares were withheld to satisfy tax liabilities associated with the RSU vesting events.

What are Mark A. Nelson’s Chevron (CVX) shareholdings after the reported transactions?

Following the reported transactions, Mark A. Nelson directly owned 11,337 Chevron common shares. In addition, he indirectly held 18,898 Chevron shares through a 401(k) plan, reflecting accumulation under the Chevron Employee Savings Investment Plan.

How do Mark A. Nelson’s restricted stock units in Chevron (CVX) work?

Each restricted stock unit is the economic equivalent of one Chevron common share and accrues dividend equivalents. The RSUs vest in one-third increments on specified February dates and settle in Chevron shares, which then face a two-year post-vesting holding period.

What Chevron (CVX) incentive plans are referenced in this Form 4?

The filing references RSU grants under the Chevron Corporation 2022 Long-Term Incentive Plan. Awards granted on February 6, 2024 and February 4, 2025 vest over three years, accrue dividend-equivalent RSUs, and are subject to a two-year post-vesting holding period.