Chevron (NYSE: CVX) upstream president receives 14,400 new RSUs grant

Rhea-AI Filing Summary

Chevron Corporation’s President, Upstream, Robert Clay Neff Jr. reported multiple equity compensation transactions. On January 31, 2026, restricted stock units covering 10,139 and 1,679 Chevron common shares converted into stock. He then disposed of 10,139 shares at $176.9 per share and had 622 shares withheld at $176.9 for taxes, leaving 9,516 shares held directly.

The filing also shows 9,944 shares held indirectly through a 401(k) plan and 1 share held in a custodial account by his spouse, for which he disclaims beneficial ownership. On February 1, 2026, he received a new grant of 14,400 restricted stock units under Chevron’s 2022 Long-Term Incentive Plan, scheduled to vest in three equal annual installments in 2027, 2028, and 2029.

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)
01/31/2026

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	01/31/2026		M		10,139	A	$0(1)	18,598	D
Common Stock	01/31/2026		D		10,139	D	$176.9	8,459	D
Common Stock	01/31/2026		M		1,679	A	$0(1)	10,138	D
Common Stock	01/31/2026		F		622	D	$176.9	9,516	D
Common Stock								9,944(2)	I	By 401(k) plan
Common Stock								1	I	By Spouse(3)

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(1)	01/31/2026		M			10,139(4)	(5)	(5)	Common Stock	10,139(4)	(1)	0	D
Restricted Stock Units	$0(1)	01/31/2026		M			1,679(6)	(7)	(7)	Common Stock	1,679(6)	(1)	0	D
Restricted Stock Units	$0(1)	02/01/2026		A		14,400		(8)	(8)	Common Stock	14,400	$0	14,400	D

Explanation of Responses:

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

2. Between December 18, 2025 and February 1, 2026, the reporting person acquired 42 shares of Chevron common stock under the Chevron Employee Savings Investment Plan, a 401(k) plan.

3. 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.

4. This number includes dividend equivalents (113 shares).

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

6. This number includes dividend equivalents (19 shares).

7. 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.

8. 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 Robert Clay Neff, Jr.	02/03/2026
	** 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).
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FAQ

What insider transactions did Chevron (CVX) report for Robert Clay Neff Jr.?

Chevron reported that President, Upstream, Robert Clay Neff Jr. had restricted stock units convert into common shares, sold 10,139 shares at $176.9, and had 622 shares withheld for taxes. He now holds 9,516 shares directly and additional shares through a 401(k) plan.

How many Chevron (CVX) shares did the executive sell or dispose of in this Form 4?

The executive disposed of 10,139 Chevron common shares at $176.9 per share and 622 shares were withheld at $176.9 for tax obligations. These transactions followed the vesting and settlement of previously granted restricted stock units into Chevron common stock.

What new equity award did Chevron (CVX) grant to its President, Upstream?

Chevron granted the President, Upstream, 14,400 restricted stock units on February 1, 2026 under the 2022 Long-Term Incentive Plan. One-third of this award will vest on February 1 of 2027, 2028, and 2029, with settlement in Chevron common stock upon each vesting date.

How many Chevron (CVX) shares does the executive hold after these transactions?

After the reported transactions, the executive holds 9,516 Chevron common shares directly. The filing also shows 9,944 shares held indirectly through a 401(k) plan and one share held in a custodial account by his spouse, for which he disclaims beneficial ownership.

What do the restricted stock units in the Chevron (CVX) filing represent?

Each restricted stock unit is the economic equivalent of one Chevron common share. The units accrue dividend equivalents as additional restricted stock units and either pay in cash or settle in Chevron shares upon vesting, depending on the specific award terms described in the footnotes.

How are the spouse’s Chevron (CVX) shares treated in this Form 4?

The filing shows one Chevron share held in a custodial account by the executive’s spouse. The executive expressly disclaims beneficial ownership of this share, and the report states it should not be viewed as an admission of beneficial ownership for any legal purpose.