Chevron (NYSE: CVX) CLO converts RSUs, withholds stock to cover taxes

Rhea-AI Filing Summary

Chevron Corporation’s Chief Legal Officer, R. Hewitt Pate, reported equity award activity on February 10, 2026. He converted 2,366 and 2,460 restricted stock units into the same number of Chevron common shares at $0 per share. To cover tax obligations, 876 and 969 shares were withheld at $182.26 per share. After these transactions, he directly held 8,558 common shares, plus indirect holdings of 9,367 shares through a 401(k) plan, 20 shares via the Pate Family Trust, and 13,264 shares held by a spouse’s trust, for which he disclaims beneficial ownership.

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^*

Pate R. Hewitt

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/10/2026		M		2,366	A	$0(1)	7,943(2)	D
Common Stock	02/10/2026		F		876	D	$182.26	7,067	D
Common Stock	02/10/2026		M		2,460	A	$0(1)	9,527	D
Common Stock	02/10/2026		F		969	D	$182.26	8,558	D
Common Stock								9,367(3)	I	By 401(k) plan
Common Stock								20	I	By Pate Family Trust
Common Stock								13,264	I	By Spouse Trust(4)

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
Restricted Stock Units	(1)	02/10/2026		M			2,366	(5)	(5)	Common Stock	2,366	(1)	2,558(2)	D
Restricted Stock Units	(1)	02/10/2026		M			2,460(6)	(7)	(7)	Common Stock	2,460(6)	(1)	4,921	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 2, 2026 and February 10, 2026, the reporting person acquired 78 shares of Chevron common stock under the Chevron Employee Savings Investment Plan, a 401(k) plan.

4. The reporting person disclaims beneficial ownership of the shares held by his spouse's trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held by his spouse's trust for purposes of Section 16 or for any other purpose.

5. 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.

6. This number includes dividend equivalent (321 shares).

7. 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 R. Hewitt Pate	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.
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 transactions did CVX Chief Legal Officer R. Hewitt Pate report?

Pate reported converting restricted stock units into Chevron common shares and withholding shares for taxes. On February 10, 2026, 2,366 and 2,460 RSUs were exercised into stock, and 876 and 969 shares were withheld at $182.26 per share for tax obligations.

Did R. Hewitt Pate buy or sell Chevron (CVX) shares for cash?

The filing shows no open-market cash purchases or sales. Instead, Pate converted restricted stock units into Chevron shares at $0 per share, with 876 and 969 shares withheld at $182.26 per share solely to satisfy tax liabilities.

How many Chevron shares does R. Hewitt Pate own directly after these transactions?

After the reported transactions, Pate directly holds 8,558 Chevron common shares. This direct position reflects RSU conversions and tax-withholding share dispositions recorded on February 10, 2026, as disclosed in the Form 4 insider trading report.

What indirect Chevron (CVX) holdings are associated with R. Hewitt Pate?

Pate has indirect exposure to Chevron stock through several accounts: 9,367 shares in a 401(k) plan, 20 shares via the Pate Family Trust, and 13,264 shares held by a spouse’s trust, for which he disclaims beneficial ownership.

What restricted stock unit awards underlie the February 10, 2026 Chevron Form 4?

The transactions involve RSUs granted on February 6, 2024 and February 4, 2025 under Chevron’s 2022 Long-Term Incentive Plan, with vesting in thirds through February 10, 2027 and February 10, 2028, and a two-year post-vesting holding period on issued shares.

How many restricted stock units does R. Hewitt Pate hold after the Chevron transactions?

Following the RSU exercises on February 10, 2026, Pate beneficially owns 2,558 and 4,921 restricted stock units in two separate awards. Each RSU is the economic equivalent of one Chevron common share and continues to accrue dividend equivalents.