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

Rhea-AI Filing Summary

Chevron director Cynthia J. Warner recorded a discretionary transaction involving 20 units of phantom stock valued at $189.60 per unit. This adjustment brought her total phantom stock holdings to 379 units. Under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan, these phantom shares are payable in common stock on a 1-for-1 basis when she leaves the board. The balance also reflects dividend equivalent accruals credited under the plan.

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^*

WARNER CYNTHIA J

(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		20		(1)	(1)	Common Stock	20	$189.6	379(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 (4) under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan.

	/s/ Rose Z. Pierson, Attorney-in-Fact for Cynthia J. Warner	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) director Cynthia J. Warner report?

Cynthia J. Warner reported a discretionary transaction involving 20 units of phantom stock at $189.60 per unit. After this entry, her phantom stock balance under Chevron’s Non-Employee Directors' Equity Compensation and Deferral Plan totaled 379 units.

What is the nature of the phantom stock in Chevron (CVX)'s director plan?

The phantom stock represents deferred equity issued under Chevron’s Non-Employee Directors' Equity Compensation and Deferral Plan. According to the disclosure, each phantom share converts 1-for-1 into Chevron common stock when the director’s board service ends.

How many phantom stock units does Cynthia J. Warner hold at Chevron (CVX)?

Following the reported discretionary transaction, Cynthia J. Warner holds 379 units of phantom stock. This figure includes additional dividend equivalent accruals credited under Chevron’s Non-Employee Directors' Equity Compensation and Deferral Plan.

When are Chevron (CVX) phantom stock units payable to the director?

The phantom stock units become payable in Chevron common stock upon the director’s termination of service. At that time, each phantom stock unit is settled for one share of Chevron common stock under the non-employee directors’ plan.

What does a discretionary transaction under Rule 16b-3(f) mean for Chevron (CVX)?

The filing describes the entry as a discretionary transaction under Rule 16b-3(f), indicating an administrative or elective adjustment within an equity compensation plan. It does not classify the move as a traditional open-market purchase or sale of Chevron shares.