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Chevron Corporation updated its corporate governance by approving amended and restated By-Laws effective December 3, 2025. The changes simplify Article II on officers so the company now formally requires only a Chief Executive Officer and a Secretary, while allowing the Board to create and define additional officer roles and titles by resolution. Detailed references to specific officer positions, including various vice presidents, financial, legal, tax, and treasury roles, were deleted, and related sections were renumbered.
On the same date, the Board approved an updated list of executive officers. Robert C. Neff, Jr. was named President, Upstream, and Andrew B. Walz was named President, Downstream, Midstream and Chemicals as new executive officer appointments. Other officers’ titles were modernized, including roles such as Chief Technology and Engineering Officer and President, New Energies.
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.
Chevron Corporation director reports additional phantom stock under equity plan. A Chevron Corp (CVX) director filed a Form 4 disclosing an award of 296 shares of phantom stock on December 1, 2025 under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan. Each unit is convertible into one share of Chevron common stock on a 1-for-1 basis and becomes payable in common stock when the director's board service ends. After this transaction, the director beneficially owned 19,840 derivative securities tied to Chevron common stock, a figure that includes 207 units credited as dividend equivalent accruals.
Chevron director reports additional phantom stock units
A Chevron Corporation director, Marillyn A. Hewson, reported receiving 255 phantom stock units on December 1, 2025 under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan. Each phantom stock unit is on a 1-for-1 basis with Chevron common stock and becomes payable in common stock when the director's board service ends. The units were valued at $152.54 per underlying share on the transaction date. Following this award and related activity, the director beneficially owned 5,601 derivative securities linked to Chevron common stock, which include 55 units from dividend equivalent accruals.
Chevron Corporation (CVX) executive Jeff B. Gustavson, a vice president, reported an option exercise and related stock sale. On 11/21/2025, he exercised a non-qualified stock option to buy 9,325 shares of Chevron common stock at an exercise price of $83.29 per share. That same day, he reported selling 9,325 shares of common stock at a price of $150.2716 per share.
After these transactions, he reports owning 1,675 shares of Chevron common stock directly and 3 shares indirectly through a 401(k) plan. The option exercised on this date was originally granted on 1/27/2016 and vested in three equal annual installments.
Chevron Corporation (CVX) director John B. Hess reported multiple stock sales by affiliated entities. On 11/20/2025, a trust for his benefit sold blocks of Chevron common stock, including 220,250 shares at a weighted-average price of $150.5122, 37,441 shares at $151.3677, and 17,309 shares at $152.4329. On 11/21/2025, the trust sold additional blocks, including 31,076 shares at $149.4779, 226,367 shares at $150.1976 and 17,557 shares at $150.8494.
After these transactions, he continued to report substantial indirect ownership of Chevron shares held through a trust, a limited partnership, family and other limited liability companies, and another trust. The prices disclosed are weighted-average sale prices for multiple trades within stated price ranges, and the reporting person has undertaken to provide detailed trade-breakdown information upon request.
Chevron Corporation director reports change in share holdings. A Form 4 filing shows that director Dambisa F. Moyo reported a transaction in Chevron common stock dated 11/20/2025. The filing lists transaction code "G" for 662 shares of common stock at a reported price of $0, after which she beneficially owns 14,172 shares, as noted in the table.
The footnote explains that this ownership figure includes 62 stock units resulting from dividend equivalent accruals under the Chevron Corporation Non-Employee Directors' Equity Compensation and Deferral Plan. The form is filed as a single-reporting-person filing and confirms her role as a director of Chevron.
A person associated with Chevron Corporation (CVX) has filed a notice of proposed sale of common stock under Rule 144. The filing covers the planned sale of 9,325 common shares through Morgan Stanley Smith Barney LLC on the NYSE, with an indicated aggregate market value of about $1,401,282.67. The shares relate to common stock acquired on 11/21/2025 through the exercise of options under a registered plan, paid for in cash on the same date. The filing notes that total common shares outstanding are 2,013,521,597, giving context for the size of this planned insider sale relative to the overall equity base.
Chevron Corporation (CVX) has a shareholder-affiliated trust filing a notice to sell up to 550,000 shares of Chevron common stock under Rule 144. The planned NYSE sales through J.P. Morgan Securities LLC correspond to an aggregate market value of $83,435,000, compared with 2,013,521,597 Chevron shares outstanding. The filer acquired these shares in June 1999 via a distribution from a trust related to the estate of Leon Hess. Over the past three months, the same trust sold 375,000 Chevron shares for gross proceeds of $59,363,552.
Chevron (CVX): State Street Corporation filed a Schedule 13G reporting passive ownership. State Street reports beneficial ownership of 152,617,711 shares of Chevron common stock, representing 7.5% of the class as of the event date 09/30/2025. The filing shows 0 shares with sole voting or dispositive power, 86,758,881 shares with shared voting power, and 152,605,988 shares with shared dispositive power.
Filed as a passive Schedule 13G by a parent holding company (Type: HC), the certification states the securities were acquired and are held in the ordinary course of business and not to change or influence control. Listed subsidiaries include multiple State Street Global Advisors entities and State Street Bank and Trust Company.