Chevron (CVX) CEO Michael Wirth details RSU conversion and tax share sale

Rhea-AI Filing Summary

Chevron Corporation’s Chairman and CEO Michael K. Wirth, who is also a director, reported equity transactions involving Chevron common stock. On December 17, 2025, 836 restricted stock units converted into 836 shares of common stock at an exercise price of $0, reflecting vesting under Chevron’s 2022 Long-Term Incentive Plan. On the same date, 836 shares were withheld and disposed of at $149.52 per share to cover tax obligations tied to the award.

After these transactions, Wirth directly beneficially owned 14,450 shares of Chevron common stock. He also held indirect interests, including 17,784 shares through a limited partnership, 18,684 shares in a 401(k) plan, and 51 shares via the Wirth Family Trust. In addition, he beneficially owned 20,066 restricted stock units, which each represent the economic equivalent of one Chevron share and include dividend equivalents.

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^*

Wirth Michael K

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		836	A	$0	15,286(1)	D
Common Stock	12/17/2025		F(2)		836	D	$149.52	14,450	D
Common Stock								17,784	I	By Limited Partnership(3)
Common Stock								18,684(4)	I	By 401(k) plan
Common Stock								51	I	By Wirth Family Trust

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	$0(5)	12/17/2025		M			836	(5)	(5)	Common Stock	836	$0	20,066(6)	D

Explanation of Responses:

1. This number includes the acquisition of stock resulting from the reinvestment of dividends on vested restricted stock units (313) 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. The reporting person owns only a 1% general partnership interest in the limited partnership. The remaining limited partnership interests are owned equally by four separate trusts for the benefit of each of the reporting person's children. The reporting person disclaims beneficial ownership of the shares held by the limited partnership except to the extent of his pecuniary interest therein.

4. Between July 19, 2025 and December 17, 2025, the reporting person acquired 408 shares of Chevron common stock under the Chevron Employee Savings Investment Plan, a 401(k) plan.

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 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 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 equivalents (913 shares).

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Rose Z. Pierson, Attorney-in-Fact for Michael K. Wirth	12/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 Michael K. Wirth?

The report shows that on December 17, 2025, Michael K. Wirth had 836 restricted stock units convert into 836 shares of Chevron common stock at an exercise price of $0, followed by the disposition of 836 shares at $149.52 per share to cover tax obligations.

How many Chevron (CVX) shares does Michael K. Wirth directly own after this Form 4?

Following the reported transactions, Michael K. Wirth directly beneficially owned 14,450 shares of Chevron common stock.

What indirect Chevron (CVX) share holdings does Michael K. Wirth report?

Indirectly, Wirth reported 17,784 shares held by a limited partnership, 18,684 shares in a 401(k) plan, and 51 shares held by the Wirth Family Trust.

What derivative securities does Michael K. Wirth hold in Chevron (CVX)?

He reported holding 20,066 restricted stock units, each equal in economic value to one share of Chevron common stock. This includes 913 shares in dividend equivalents accrued on the restricted stock units.

Why were 836 Chevron (CVX) shares disposed of at $149.52 in this filing?

The disposition of 836 shares at $149.52 per share reflects the withholding of shares to cover required tax obligations under the terms of the award agreement, based on the reporting person’s age and years of service.

What does the filing say about Michael K. Wirth’s limited partnership holdings in Chevron (CVX)?

The filing notes that Wirth owns a 1% general partnership interest in the limited partnership holding 17,784 shares. The remaining interests are held equally by four separate trusts for his children, and he disclaims beneficial ownership beyond his pecuniary interest.

How did Michael K. Wirth’s Chevron (CVX) 401(k) holdings change in 2025?

Between July 19, 2025 and December 17, 2025, Wirth acquired 408 shares of Chevron common stock under the Chevron Employee Savings Investment Plan, a 401(k) plan, contributing to the 18,684 shares reported there.