Chevron (CVX) officer logs RSU conversion and tax-related share disposition

Rhea-AI Filing Summary

Chevron Corporation officer and President, Upstream, reported equity transactions in company stock. On December 17, 2025, 143 restricted stock units were converted into common stock at an exercise price of $0, and 143 shares of common stock were disposed of at $149.52 to cover tax obligations under the award terms. After these transactions, the reporting person directly held 8,459 shares of Chevron common stock and indirectly held 9,902 shares through a 401(k) plan and 1 share held by a spouse. The person also beneficially owned 3,714 restricted stock units, which vest in installments through February 2027 and are payable in cash on vesting.

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

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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^*

Neff Robert Clay JR

(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)
	President, Upstream

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

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	12/17/2025		M		143	A	$0	8,602(1)	D
Common Stock	12/17/2025		F(2)		143	D	$149.52	8,459	D
Common Stock								9,902(3)	I	By 401(k) plan
Common Stock								1	I	By spouse(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	(5)	12/17/2025		M			143	(5)	(5)	Common Stock	143	$0	3,714(6)	D

Explanation of Responses:

1. This number includes the acquisition of stock pursuant to the reinvestment of dividends on directly owned shares of common stock and from dividends on vested restricted stock units (93) issued under the Chevron Corporation 2022 Long-Term Incentive Plan.

2. Reflects withholding of shares to cover required tax obligations under the terms of the award agreement due to the reporting person's age and years of service.

3. Between December 4, 2025 and December 17, 2025, the reporting person acquired 111 shares of Chevron common stock under the Chevron Employee Savings Investment Plan, a 401(k) plan.

4. These securities are held by the reporting person's spouse in a custodial account. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities 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. Each restricted stock unit is the economic equivalent of one share of Chevron Corporation common stock. 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 one-third of the shares subject to the award will vest on February 10, 2026, and February 10, 2027, respectively, and are payable in cash on the date of vesting.

6. This number includes dividend equivalents (43 shares).

	/s/ Rose Z. Pierson, Attorney-in-Fact for Robert Clay Neff, Jr.	12/19/2025
	** 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).
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FAQ

What insider transaction did Chevron (CVX) report for December 17, 2025?

The filing shows that on December 17, 2025, 143 restricted stock units were converted into Chevron common stock at an exercise price of $0, and 143 shares of common stock were disposed of at $149.52 to satisfy tax obligations related to the award.

Who is the Chevron (CVX) insider involved in this Form 4 filing and what is their role?

The reporting person is an officer of Chevron Corporation serving as President, Upstream. The Form 4 is signed by an attorney-in-fact acting on this individual’s behalf.

How many Chevron (CVX) shares does the insider own after the reported transactions?

Following the reported transactions, the insider directly owned 8,459 shares of Chevron common stock, held 9,902 shares indirectly through a 401(k) plan, and 1 share indirectly through a spouse’s custodial account.

What Chevron (CVX) derivative securities are reported on this Form 4?

The filing reports restricted stock units granted on February 6, 2024 under the Chevron Corporation 2022 Long-Term Incentive Plan. Each unit is the economic equivalent of one share of common stock and accrues dividend equivalents as additional units.

What is the vesting schedule for the Chevron (CVX) restricted stock units in this filing?

One-third of the restricted stock units vested on February 10, 2025. The remaining portions are scheduled to vest on February 10, 2026 and February 10, 2027, and they are payable in cash on the vesting dates.

How many Chevron (CVX) restricted stock units does the insider hold after the transaction?

After the reported transaction, the insider beneficially owned 3,714 restricted stock units, a figure that includes 43 units from dividend equivalents.

Why were some Chevron (CVX) shares disposed of in this insider transaction?

The filing explains that the disposition of 143 shares reflects withholding of shares to cover required tax obligations under the award agreement, based on the reporting person’s age and years of service.