Chevron director adds 19 phantom stock units

Warner’s discretionary Rule 16b-3(f) filing adds 19 phantom units (at $201.86 each), bringing her total to 426 units in Chevron’s directors’ plan.

Rhea-AI Filing Summary

CHEVRON CORP (CVX) director Cynthia J. Warner reported a discretionary transaction under Rule 16b-3(f) involving 19 phantom stock units tied to Chevron common stock at a reference value of $201.86 per unit. After this acquisition, she holds 426 phantom stock units under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan, payable in common stock upon termination of service on a 1-for-1 basis and including dividend equivalent accruals.

Insider Trade Summary

Discretionary: 19 shares

Discretionary 1 txn

Insider WARNER CYNTHIA J

Role Director

Type	Security	Shares	Price	Value
Discretionary	Phantom Stock F1, F2, F3	19	$201.86	$4K

Holdings After Transaction: Phantom Stock — 426 contracts (Direct)

Footnotes (3)

1. F1. 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. F2. 1-for-1.
3. F3. This number includes dividend equivalent accruals (4) under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan.

Key Figures

Phantom stock units acquired: 19.0000 units Transaction price per unit: $201.8600 per unit Total phantom stock units after transaction: 426.0000 units +2 more

5 metrics

Phantom stock units acquired 19.0000 units Discretionary transaction on 2026-08-28

Transaction price per unit $201.8600 per unit Reference value for phantom stock on 2026-08-28

Total phantom stock units after transaction 426.0000 units Holdings following the 2026-08-28 transaction

Dividend equivalent accruals included 4 units Portion of total phantom stock under the plan

Conversion ratio 1-for-1 Phantom stock payable in common stock on termination of service

Key Terms

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

4 terms

Phantom Stock financial

"The shares of phantom stock issued under the Chevron Non-Employee Directors'"

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

"issued under the Chevron Non-Employee Directors' Equity Compensation and"

Rule 16b-3(f) regulatory

"transaction under Rule 16b-3(f)"

dividend equivalent accruals financial

"This number includes dividend equivalent accruals (4) under the Chevron"

Dividend equivalent accruals are bookkeeping entries that track amounts owed to holders of stock-based awards (like restricted stock units or certain options) as if cash dividends had been paid on the underlying shares. Think of it as a running tab a company keeps for future payments: it matters to investors because these accruals increase reported compensation costs, can dilute shareholders when paid in stock, and signal future cash or share outflows tied to corporate dividend policy.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Cynthia J. Warner report in this Form 4 for CVX?

She reported a discretionary transaction under Rule 16b-3(f), acquiring 19 phantom stock units linked to Chevron common stock, at a reference value of $201.86 per unit, increasing her total phantom stock holdings to 426 units.

What is the nature of the phantom stock reported for CVX?

The phantom stock is issued under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan and becomes payable in Chevron common stock upon the director’s termination of service, on a 1-for-1 share basis.

How many phantom stock units does Cynthia J. Warner hold after this CVX transaction?

After the reported transaction, Cynthia J. Warner holds 426 phantom stock units under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan, a figure that includes 4 units of dividend equivalent accruals.

What does the $201.86 figure represent in the CVX Form 4 filing?

The filing lists a transaction price per unit of $201.86 for the 19 phantom stock units acquired in the discretionary transaction. The price is reported on a per-share basis for this derivative-type award.

When will the CVX phantom stock reported by Cynthia J. Warner be settled?

According to the filing, the phantom stock units become payable in Chevron common stock upon the reporting person’s termination of service as a non-employee director, with settlement on a 1-for-1 share basis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/01/2026 - 06:31 PM EDT Accepted by SEC EDGAR 09/01/2026 - 06:30 PM EDT Learn about SEC filing dates

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)
08/28/2026

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)	08/28/2026		I		19		(1)	(1)	Common Stock	19	$201.86	426(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 and Deferral Plan.

	/s/ Rose Z. Pierson, Attorney-in-Fact for Cynthia J. Warner	09/01/2026
	** 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)