Chevron (NYSE: CVX) CLO logs 10b5-1 stock sale, RSU vesting and new grant

Rhea-AI Filing Summary

Chevron’s Chief Legal Officer R. Hewitt Pate reported option exercises, stock sales, and equity awards. On January 30, 2026, he exercised 41,134 non-qualified stock options at $88.2 per share and sold 41,134 Chevron common shares at $176.4 per share under a Rule 10b5-1 trading plan.

On January 31, 2026, restricted stock units covering 10,088 and 2,231 shares (including dividend equivalents) converted into Chevron common stock at $0 exercise price. The filing shows a sale of 10,088 shares at $176.9 per share and a disposition of 826 shares to cover taxes at $176.9 per share.

On February 1, 2026, he received a new grant of 21,600 restricted stock units that will vest in three equal installments in 2027, 2028, and 2029. After these transactions, he directly held 5,574 Chevron shares, along with indirect holdings through a 401(k) plan, a family trust, and shares held by a spouse’s trust for which beneficial ownership is disclaimed.

Insights

Equity compensation and insider-transactions analyst

Routine 10b5-1 sales, option exercise, and new RSU grant; overall a standard compensation-related update.

The filing shows R. Hewitt Pate, Chevron’s Chief Legal Officer, exercising 41,134 stock options at $88.2 and selling the same number of shares at $176.4 on January 30, 2026. Footnote F1 states these sales were made under a pre-established Rule 10b5-1 trading plan, indicating they were scheduled in advance.

On January 31, 2026, vested restricted stock units covering 10,088 and 2,231 shares converted into stock at $0 exercise price, with 10,088 shares sold at $176.9 and 826 shares withheld for taxes. Footnotes F6–F9 explain that these RSUs include dividend equivalents and vesting schedules under the 2022 Long-Term Incentive Plan.

The grant of 21,600 new RSUs on February 1, 2026 (F10) continues long-term equity incentives, vesting in three equal tranches in 2027, 2028, and 2029. Footnote F4 notes that Pate disclaims beneficial ownership of 13,264 shares held by a spouse’s trust, clarifying how some indirect holdings are treated for reporting purposes. Overall, the activity appears consistent with planned diversification and ongoing executive compensation, without a clear directional signal on company fundamentals.

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

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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).

X

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)
01/30/2026

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	01/30/2026		M(1)		41,134	A	$88.2	45,303	D
Common Stock	01/30/2026		S(1)		41,134	D	$176.4	4,169	D
Common Stock	01/31/2026		M		10,088	A	$0(2)	14,257	D
Common Stock	01/31/2026		D		10,088	D	$176.9	4,169	D
Common Stock	01/31/2026		M		2,231	A	$0(2)	6,400	D
Common Stock	01/31/2026		F		826	D	$176.9	5,574	D
Common Stock								9,289(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
Non-Qualified Stock Option (Right to Buy)	$88.2	01/30/2026		M			41,134	(5)	01/27/2031	Common Stock	41,134	$0	0	D
Restricted Stock Units	$0(2)	01/31/2026		M			10,088(6)	(7)	(7)	Common Stock	10,088(6)	(2)	0	D
Restricted Stock Units	$0(2)	01/31/2026		M			2,231(8)	(9)	(9)	Common Stock	2,231(8)	(2)	0	D
Restricted Stock Units	$0(2)	02/01/2026		A		21,600		(10)	(10)	Common Stock	21,600	$0	21,600	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 24, 2025.

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

3. Between December 18, 2025 and February 1, 2026, the reporting person acquired 173 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. Option granted 1/27/2021. One-third of the shares subject to the option vested on January 31, 2022, January 31, 2023 and January 31, 2024, respectively.

6. This number includes dividend equivalents (1,197 shares).

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

8. This number includes dividend equivalents (97 shares).

9. 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. Shares issued upon vesting are subject to a two-year post-vesting holding period, which is removed upon termination of employment.

10. 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 R. Hewitt Pate	02/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Chevron (CVX) Chief Legal Officer R. Hewitt Pate report?

R. Hewitt Pate reported exercising 41,134 Chevron options at $88.2 and selling 41,134 shares at $176.4 on January 30, 2026, plus additional stock sales and RSU-related transactions on January 31, 2026, and a new RSU grant on February 1, 2026.

Were R. Hewitt Pate’s Chevron (CVX) stock sales under a Rule 10b5-1 plan?

Yes. Footnote F1 states the Chevron stock sales reported were effected under a Rule 10b5-1 trading plan adopted on February 24, 2025. Such plans pre-schedule trades, helping separate personal trading timing from day-to-day corporate information and decision-making.

How many Chevron (CVX) options did R. Hewitt Pate exercise and at what price?

He exercised 41,134 non-qualified stock options at an exercise price of $88.2 per share on January 30, 2026. These options were originally granted on January 27, 2021, with vesting in three annual tranches as described in footnote F5.

What restricted stock unit (RSU) activity did Chevron (CVX) report for R. Hewitt Pate?

On January 31, 2026, RSUs covering 10,088 and 2,231 shares, including dividend equivalents, were converted into Chevron common stock at a $0 exercise price. On February 1, 2026, he received a new grant of 21,600 RSUs that will vest in three equal annual installments.

How many Chevron (CVX) shares does R. Hewitt Pate hold after these transactions?

After these transactions, he directly held 5,574 Chevron shares. The filing also reports indirect holdings of 9,289 shares via a 401(k) plan, 20 shares via the Pate Family Trust, and 13,264 shares via a spouse’s trust, with beneficial ownership of the spouse’s trust shares disclaimed.

What is notable about R. Hewitt Pate’s new Chevron (CVX) RSU grant?

He received 21,600 RSUs on February 1, 2026 under Chevron’s 2022 Long-Term Incentive Plan. According to footnote F10, one-third will vest on February 1 of 2027, 2028, and 2029, settling in shares and subject to a two-year post-vesting holding period unless employment terminates.