Chevron (NYSE: CVX) director reports phantom stock plan transaction

Rhea-AI Filing Summary

Chevron Corp director Marillyn A. Hewson reported a discretionary transaction involving 205 units of phantom stock at $189.60 per unit. These phantom stock units, issued under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan on a 1-for-1 basis, become payable in common stock when her board service ends. Following this change, she holds a total of 5,867 phantom stock units, including 61 units from dividend equivalent accruals.

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^*

HEWSON MARILLYN A

(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)
03/02/2026

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)
			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)	03/02/2026		I		205		(1)	(1)	Common Stock	205	$189.6	5,867(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 (61) under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan.

	/s/ Rose Z. Pierson, Attorney-in-Fact for Marillyn A. Hewson	03/04/2026
	** 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.

FAQ

What insider transaction did Chevron (CVX) report for Marillyn A. Hewson?

Chevron director Marillyn A. Hewson reported a discretionary transaction involving 205 units of phantom stock. The units were recorded at $189.60 each under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan, which tracks the value of Chevron common stock for non-employee directors.

How many phantom stock units does the Chevron (CVX) director hold after this Form 4?

After the reported transaction, Marillyn A. Hewson holds 5,867 phantom stock units. This total includes 61 units that arose from dividend equivalent accruals under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan, reflecting accumulated value tied to Chevron’s common stock.

What is phantom stock in Chevron (CVX)'s non-employee directors' plan?

Phantom stock in Chevron’s Non-Employee Directors' Equity Compensation and Deferral Plan represents units that mirror Chevron common stock. These units are not actual shares initially, but they track share value and become payable in Chevron common stock when the director’s board service ends, aligning director and shareholder interests.

When will the Chevron (CVX) phantom stock reported by the director be paid out?

The phantom stock units reported by Marillyn A. Hewson become payable in Chevron common stock upon her termination of service as a director. This deferred structure means she receives common shares later, rather than immediate stock delivery, under the terms of the directors' equity compensation and deferral plan.

What type of Form 4 transaction did Chevron (CVX) disclose for its director?

The Form 4 shows a discretionary transaction under Rule 16b-3(f) involving phantom stock. It is categorized as a derivative transaction in the form, rather than a straightforward open-market buy or sell, and relates to units issued under the non-employee directors' equity compensation and deferral plan.