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Chevron (CVX) director award: 24 phantom stock units added to holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Cynthia J. Warner, a director of Chevron Corporation (CVX), received an award of 24 units of phantom stock under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan on 08/29/2025. The phantom units convert 1-for-1 into common stock and become payable in shares when the reporting person terminates service. The filing shows the award reflects dividend equivalent accruals and reports 326 shares beneficially owned after the transaction. No cash purchase or sale price was reported for a direct cash transaction.

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Insights

TL;DR: Routine director equity grant using the standard non-employee director plan; increases long-term alignment with shareholders.

The Form 4 documents a non-employee director equity award in the form of phantom stock that converts 1-for-1 to Chevron common shares upon termination of service. This is a common mechanism to defer and align director compensation with shareholder outcomes. The filing notes dividend-equivalent accruals are included, and the reported beneficial ownership increases to 326 shares. There are no indications of unusual timing or related-party transactions beyond standard plan terms.

TL;DR: Modest grant size; appears routine and consistent with director compensation practices.

The award of 24 phantom stock units is small relative to typical executive equity grants but consistent with director-level awards intended for deferred compensation. The 1-for-1 conversion and inclusion of dividend equivalents are explicitly described, which preserves economic parity with actual shares. The filing does not show any cash exercise or sale, indicating this is a deferred, non-derivative grant rather than a market transaction.

Insider WARNER CYNTHIA J
Role Director
Type Security Shares Price Value
I Phantom Stock 24 $160.60 $4K
Holdings After Transaction: Phantom Stock — 326 shares (Direct)
Footnotes (1)
  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. 1-for-1. This number includes dividend equivalent accruals (4) under the Chevron Non-Employee Directors' Equity Compensation Plan.
Form 4 Insider Transactions: What Each Field Means →
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)
08/29/2025
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) 08/29/2025 I 24 (1) (1) Common Stock 24 $160.6 326(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 Plan.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Rose Z. Pierson, Attorney-in-Fact for Cynthia J. Warner 09/03/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Cynthia J. Warner report on Form 4 for CVX?

The report discloses an award of 24 phantom stock units under Chevron's Non-Employee Directors' Equity Compensation and Deferral Plan.

How do the phantom stock units convert to Chevron (CVX) common shares?

The phantom stock units convert 1-for-1 into common stock and become payable in shares upon the reporting person's termination of service.

What is the reported beneficial ownership after the transaction for Cynthia J. Warner?

The Form 4 shows 326 shares beneficially owned following the reported transaction, which includes dividend equivalent accruals.

Does the Form 4 show any cash purchase or sale price for the reported transaction?

No cash purchase or sale price for a market transaction is reported; the filing documents a grant of phantom stock units rather than a bought or sold security.

Which Chevron plan governs the reported award?

The award was issued under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan.