CVX Insider Sale: John B. Hess Disposes of 375K Shares on 08/22/2025

Rhea-AI Filing Summary

Chevron director John B. Hess reported the sale of 375,000 shares of Chevron Corporation common stock on 08/22/2025 at a weighted-average price of $158.3028 per share, executed in multiple trades at prices ranging from $157.79 to $158.73. The Form 4 shows the sale was a direct disposition. The filing also lists the reporting person's remaining beneficial holdings across several entities: 1,403,045 shares held indirectly by a trust, 7,244,497 shares held indirectly by a limited partnership, 29,471 shares held by a family LLC, 307,500 shares held by an LLC, 7,286 shares held by a trust, and 76,111 shares held in a 401(k). The form is signed by an attorney-in-fact on behalf of Mr. Hess.

Positive

• Complete disclosure of transaction details including execution price range and weighted-average sale price
• Substantial retained holdings remain indirectly held across trust, limited partnership and LLC structures

Negative

• Director disposition of 375,000 shares on 08/22/2025 which reduces direct holdings
• No 10b5-1 box checked on the form to indicate the sale was pursuant to a pre-arranged trading plan

Insights

Financial Analyst

TL;DR: Director sold 375,000 CVX shares at a weighted-average $158.30; sizable indirect holdings remain concentrated in related entities.

The reported sale of 375,000 shares represents a clear, non-derivative disposition recorded on Form 4. The filing provides precise execution-range prices and a weighted-average price, allowing investors to see the realized proceeds per share. Material ownership remains concentrated: multiple indirect holdings across trust, limited partnership and LLC structures total several million shares, which preserves substantial economic exposure despite the sale. The filing is a routine Section 16 disclosure and contains no statements of new compensation arrangements or derivative transactions.

Corporate Governance Expert

TL;DR: A disclosed director sale occurred but governance disclosure appears complete and compliant with Section 16 reporting.

The Form 4 clearly identifies the reporting person, relationship to the issuer (director), transaction date, transaction code and a weighted-average sale price, meeting standard disclosure expectations. Multiple indirect ownership buckets are enumerated with explanations of their nature, improving transparency about beneficial ownership structure. There is no indication of a 10b5-1 plan checked on the form, and no derivative or option activity reported. From a governance perspective, the filing is informational rather than signaling a corporate action.

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^*

HESS JOHN B

(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)
08/22/2025

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
Common Stock	08/22/2025		S		375,000	D	$158.3028(1)	1,403,045	I	By Trust(2)
Common Stock								278,539	D
Common Stock								7,244,497	I	By Limited Partnership(3)
Common Stock								29,471	I	By Family LLC(4)
Common Stock								307,500	I	By LLC(5)
Common Stock								7,286	I	By Trust(6)
Common Stock								76,111	I	By 401(k)(7)

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

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $157.7900 to $158.7300. The price reported above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range provided.

2. Shares are held by a trust established for the benefit of the reporting person and of which the reporting person is a beneficiary.

3. Shares are held by a limited partnership of which the reporting person is a limited partner and serves on the management committee of the general partner of the limited partnership.

4. Shares are held by a limited liability company of which the reporting person is a member and is a general partner and manager of a limited partnership that is the manager of the limited liability company.

5. Shares are held by a limited liability company of which the reporting person and the reporting person's son are the sole members, and the reporting person is the manager.

6. Shares are held by a trust established for the benefit of the reporting person and of which the reporting person is a beneficiary.

7. This number represents the reporting person's shares of Chevron Corporation common stock under the Hess Corporation Employees' Savings Plan.

	/s/ Rose Z. Pierson, Attorney-In-Fact for John B. Hess	08/26/2025
	** 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 John B. Hess report on his Form 4 for CVX?

The Form 4 reports a sale of 375,000 CVX shares on 08/22/2025 at a weighted-average price of $158.3028 per share.

How many Chevron shares does John B. Hess beneficially own after the reported transaction?

The filing lists 1,403,045 shares held indirectly by a trust plus additional indirect holdings (see filing) across a limited partnership and various entities.

Were any derivative instruments or options reported by John B. Hess in this Form 4?

No. Table II for derivative securities contains no reported transactions or holdings in this filing.

Does the Form 4 indicate the sale was part of a 10b5-1 trading plan?

No. The form does not indicate that the transaction was executed pursuant to a 10b5-1 plan.

Who signed the Form 4 for John B. Hess and when?

The Form 4 was signed by Rose Z. Pierson, Attorney-In-Fact for John B. Hess on 08/26/2025.