Chevron (CVX) director Cynthia Warner discloses phantom stock award on Form 4

Rhea-AI Filing Summary

Chevron Corporation director transaction: Director Cynthia J. Warner reported a Form 4 insider transaction involving phantom stock tied to Chevron common stock. On 12/01/2025 she acquired 25 phantom stock units at $152.54 per unit under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan. Each unit is on a 1-for-1 basis with Chevron common stock and becomes payable in common stock when her board service ends. Following this grant, she beneficially owns 355 phantom stock units representing an equivalent number of Chevron common shares.

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
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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^*

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)
12/01/2025

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

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)	12/01/2025		I		25		(1)	(1)	Common Stock	25	$152.54	355(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	12/03/2025
	** 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).
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 acquiring 25 phantom stock units on 12/01/2025 under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan, as disclosed on Form 4.

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

After the reported transaction, Cynthia J. Warner beneficially owns 355 phantom stock units, which are tied on a 1-for-1 basis to Chevron common stock.

What is the conversion ratio for Cynthia J. Warner’s Chevron phantom stock?

The filing states a 1-for-1 ratio, meaning each phantom stock unit corresponds to one share of Chevron common stock when settled.

At what price were the new Chevron (CVX) phantom stock units recorded?

The 25 phantom stock units acquired on 12/01/2025 were recorded at a price of $152.54 per unit.

When do Chevron phantom stock units held by Cynthia J. Warner become payable?

According to the disclosure, the phantom stock units become payable in Chevron common stock upon termination of the reporting person’s service as a director.

Under which plan were Cynthia J. Warner’s Chevron phantom stock units issued?

The phantom stock units were issued under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan, as noted in the explanation of responses.

Do Cynthia J. Warner’s Chevron phantom stock holdings include dividend equivalents?

Yes. The filing notes that the 355 phantom stock units include dividend equivalent accruals under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan.