CVX Insider Filing: Marillyn Hewson Granted 242 Phantom Units

Rhea-AI Filing Summary

Marillyn A. Hewson, a Chevron director, received 242 units of phantom stock under Chevron's Non-Employee Directors' Equity Compensation and Deferral Plan on 08/29/2025. The phantom units are 1-for-1 convertible to common stock and become payable in Chevron common shares when the reporting person leaves service. The filing shows a price reference of $160.6 per share for the derivative and reports 5,291 shares beneficially owned following the transaction, which includes 57 dividend-equivalent accruals under the plan. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• Director compensation granted: 242 phantom stock units awarded under the Non-Employee Directors' Equity Compensation and Deferral Plan
• Clear conversion terms: Phantom units are 1-for-1 convertible to common stock upon termination
• Reported increase in beneficial ownership: Total beneficial ownership reported as 5,291 shares, including 57 dividend-equivalent accruals

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director compensation via phantom stock increased reported holdings; payable on termination, aligning pay with shareholder value.

This Form 4 documents a standard grant under Chevron's Non-Employee Directors' Equity Compensation and Deferral Plan. The 242 phantom units awarded are 1-for-1 and vest/payable in common stock upon termination of service, which is a common mechanism to align long-term director incentives with shareholder outcomes. The disclosure is precise about dividend-equivalent accruals (57) being included in the reported beneficial ownership.

Securities Analyst

TL;DR: Transaction is a non-cash compensation grant; increases reported beneficial ownership to 5,291 shares including accruals.

The filing shows a non-derivative economic interest created through phantom stock (242 units) recorded on 08/29/2025 with an indicated price of $160.6. Because the phantom units convert 1-for-1 to common stock upon termination, they effectively increase potential future share holdings. The update is informational and reflects director remuneration rather than an open-market trade.

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^*

HEWSON MARILLYN A

(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		242		(1)	(1)	Common Stock	242	$160.6	5,291(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 (57) under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan.

	/s/ Rose Z. Pierson, Attorney-in-Fact for Marillyn A. Hewson	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.

FAQ

What did Marillyn A. Hewson report on Chevron's (CVX) Form 4?

The Form 4 reports receipt of 242 phantom stock units on 08/29/2025 under Chevron's Non-Employee Directors' Equity Compensation and Deferral Plan.

When do the 242 phantom units convert to Chevron common stock?

The phantom units become payable in common stock upon the reporting person's termination of service, per the filing.

How many shares does Hewson beneficially own after the transaction?

The filing reports 5,291 shares beneficially owned following the reported transaction, which includes 57 dividend-equivalent accruals.

What price is referenced in the Form 4 for the derivative security?

The Form 4 shows a referenced price of $160.6 for the derivative/underlying common stock.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Rose Z. Pierson, Attorney-in-Fact for Marillyn A. Hewson on 09/03/2025.