Chevron (NYSE: CVX) president reports RSU grant, vesting and share sale

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Chevron Corporation insider Andrew Benjamin Walz, President, DM&C, reported multiple equity compensation transactions. On January 31, 2026, restricted stock units covering 3,931 and 839 shares vested and were settled into Chevron common stock, with corresponding acquisitions at $0 per share.

That same day, Walz disposed of 3,931 common shares in an open-market sale at $176.9 per share and had 185 shares withheld at $176.9 per share to cover taxes, leaving 665 directly held shares. On February 1, 2026, he received a new grant of 9,400 restricted stock units that will vest in three annual installments starting February 1, 2027. He also indirectly held 8,799 shares through a 401(k) plan.

Insider Trade Summary

4,770 shares exercised/converted

Mixed 8 txns

Insider Walz Andrew Benjamin

Role President, DM&C

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	9,400	$0.00	--
Exercise	Restricted Stock Units	3,931	$0.00	--
Exercise	Restricted Stock Units	839	$0.00	--
Exercise	Common Stock	3,931	$0.00	--
Disposition	Common Stock	3,931	$176.90	$695K
Exercise	Common Stock	839	$0.00	--
Tax Withholding	Common Stock	185	$176.90	$33K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 9,400 shares (Direct); Common Stock — 3,942 shares (Direct); Common Stock — 8,799 shares (Indirect, By 401(k) plan)

Footnotes (1)

Each restricted stock unit is the economic equivalent of one share of Chevron common stock. Between December 18, 2025 and February 1, 2026, the reporting person acquired 6 shares of Chevron common stock under the Chevron Employee Saving Investment Plan, a 401(k) plan. This number includes dividend equivalents (44 shares). Restricted stock units accrue dividend equivalents in the form of additional restricted stock units. The restricted stock units are payable in cash and vested on January 31, 2026. This number includes dividend equivalents (9 shares). Restricted stock units granted on January 25, 2023 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 January 31, 2024, January 31, 2025 and January 31, 2026, respectively and settled in shares of Chevron common stock on the date of vesting. Restricted stock units granted 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 this award will vest on February 1, 2027, February 1, 2028 and February 1, 2029, respectively, and will 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 →

02/03/2026 - 07:48 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

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^*

Walz Andrew Benjamin

(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)
	President, DM&C

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026

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	01/31/2026		M		3,931	A	$0⁽¹⁾	3,942	D
Common Stock	01/31/2026		D		3,931	D	$176.9	11	D
Common Stock	01/31/2026		M		839	A	$0⁽¹⁾	850	D
Common Stock	01/31/2026		F		185	D	$176.9	665	D
Common Stock								8,799⁽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)
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⁾	01/31/2026		M			3,931⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	3,931⁽³⁾	⁽¹⁾	0	D
Restricted Stock Units	⁽¹⁾	01/31/2026		M			839⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	839⁽⁵⁾	⁽¹⁾	0	D
Restricted Stock Units	$0⁽¹⁾	02/01/2026		A		9,400		⁽⁷⁾	⁽⁷⁾	Common Stock	9,400	$0	9,400	D

Explanation of Responses:

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

2. Between December 18, 2025 and February 1, 2026, the reporting person acquired 6 shares of Chevron common stock under the Chevron Employee Saving Investment Plan, a 401(k) plan.

3. This number includes dividend equivalents (44 shares).

4. Restricted stock units accrue dividend equivalents in the form of additional restricted stock units. The restricted stock units are payable in cash and vested on January 31, 2026.

5. This number includes dividend equivalents (9 shares).

6. Restricted stock units granted on January 25, 2023 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 January 31, 2024, January 31, 2025 and January 31, 2026, respectively and settled in shares of Chevron common stock on the date of vesting.

7. Restricted stock units granted 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 this award will vest on February 1, 2027, February 1, 2028 and February 1, 2029, respectively, and will 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/ Rose Z. Pierson, Attorney-in-Fact for Andrew Benjamin Walz	02/03/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Chevron (CVX) executive Andrew Walz report?

Andrew Walz reported vesting of restricted stock units, an open-market sale, tax-share withholding, and a new restricted stock unit grant. The activity reflects routine equity compensation events tied to vesting schedules, with both stock acquisitions at $0 and a sale at $176.9 per share.

How many Chevron shares did Andrew Walz sell and at what price?

Andrew Walz sold 3,931 shares of Chevron common stock at $176.9 per share. The sale followed vesting and settlement of restricted stock units into common shares on January 31, 2026, and reduced his directly held common stock balance to 11 shares from this specific transaction line.

What new Chevron restricted stock units did Andrew Walz receive?

On February 1, 2026, Andrew Walz received 9,400 restricted stock units at $0 per unit. These units were granted under Chevron’s 2022 Long-Term Incentive Plan and are scheduled to vest in three equal installments in 2027, 2028, and 2029, settling in Chevron common stock at vesting.

How many Chevron shares does Andrew Walz hold through retirement plans?

Andrew Walz indirectly held 8,799 shares of Chevron common stock through a 401(k) plan. These shares were accumulated under the Chevron Employee Saving Investment Plan, including 6 shares acquired between December 18, 2025 and February 1, 2026 as noted in the filing’s explanatory footnotes.

Why were some Chevron shares withheld in Andrew Walz’s Form 4 filing?

The filing shows 185 Chevron shares coded as an F transaction at $176.9 per share. This indicates shares were withheld to satisfy tax obligations related to the vesting of restricted stock units, a common practice when equity awards convert into common stock for executives.

What is the role of dividend equivalents in Andrew Walz’s Chevron RSUs?

Some restricted stock unit amounts include dividend equivalents, which are additional RSUs credited instead of cash dividends. For example, 3,931 units include 44 dividend-equivalent shares, and 839 units include 9. These RSUs accrue such equivalents and then settle in Chevron stock or cash as specified.