Chevron Corp SEC Filings

Chevron Corporation’s President, New Energies, Jeff B. Gustavson reported routine equity transactions involving Chevron common stock and restricted stock units on December 17, 2025.

He exercised restricted stock units into 22 and 24 shares of common stock at an exercise price of $0, and Chevron withheld 22 and 24 shares at a price of $149.52 per share to satisfy tax obligations. Following these transactions, he directly owned 1,694 shares of common stock and held an additional 3 shares indirectly through a 401(k) plan.

In the derivative table, Gustavson reported activity in restricted stock units granted in 2021 and 2022, with 2,943 and 3,223 restricted stock units remaining, respectively. These awards include dividend equivalents and are payable in cash upon vesting in 2026 and 2027.

Chevron Corporation's Chief Financial Officer, Eimear P. Bonner, reported routine equity compensation activity. On December 17, 2025, restricted stock units converted into 53 and 49 shares of Chevron common stock at an exercise price of $0. On the same date, 53 and 49 shares were withheld at $149.52 per share to cover required tax obligations under the award terms, so these were not open-market sales.

After these transactions, Bonner beneficially owned 4,366 Chevron shares directly and 403 shares indirectly through the Chevron Energy Limited Share Incentive Plan. She also held 7,001 restricted stock units from a January 27, 2021 grant, payable in cash upon vesting on January 31, 2026, and 6,502 restricted stock units from a January 26, 2022 grant, payable in cash upon vesting on January 31, 2027.

Chevron Corporation describes several related transactions with director John B. Hess tied to its acquisition of Hess Corporation. Hess Corp. agreed to sell to Mr. Hess a 100% membership interest in Hess Toy Truck LLC, which holds the Hess toy truck business, for $40,000 effective April 1, 2026, and a 100% membership interest in HLOGO LLC, which owns the “Hess” trademarks and related rights, for $863,000 effective December 17, 2025.

Before these sales, Hess Corp. moved digital assets such as the www.hess.com domain and other “Hess” accounts into HLOGO. HLOGO granted Chevron U.S.A. Inc. an exclusive, perpetual, royalty-free license to use the Hess trademarks in the oil and gas business and a three-year, automatically renewing license to use the electronic assets. The filing also notes Hess Corp. paid a vendor $484,985 for IT transition services to separate the Hess family office from Hess Corp., including $107,899.78 for services billed after Mr. Hess joined Chevron’s board.

Chevron Corporation, through its indirect wholly owned subsidiary Chevron U.S.A. Inc. (CUSA), has issued Floating Rate Notes due December 9, 2075 in an aggregate principal amount of $154,204,000. The notes are fully and unconditionally guaranteed by Chevron Corporation on an unsecured, unsubordinated basis and rank equally with its other unsecured, unsubordinated debt, while remaining structurally subordinated to CUSA’s own indebtedness.

The notes pay interest quarterly on March 9, June 9, September 9 and December 9 of each year, starting March 9, 2026, at a floating rate equal to Compounded SOFR minus 45 basis points, as described in the final prospectus supplement. The issuance was made under an existing indenture and a fifth supplemental indenture, pursuant to an underwriting agreement with a syndicate of major investment banks.

Chevron Corporation officer Andrew Benjamin Walz, President, DM&C, reports his beneficial ownership of Chevron common stock as of the event date of 12/03/2025. He holds 11 shares of common stock directly and 8,694 shares indirectly through the Chevron Employee Savings and Investment Plan, a 401(k) plan.

He also holds a series of non-qualified stock options to buy Chevron common stock, with exercise prices ranging from $88.20 to $179.08 per share and expiration dates from 01/25/2027 through 02/04/2035. In addition, Walz has multiple restricted stock unit awards that are economically equivalent to Chevron shares, with vesting schedules that extend to February 2028, some payable in cash and others settling in Chevron stock on vesting dates. He also holds phantom stock units under an excess benefit plan, payable in cash upon retirement or other termination of service.

Chevron Corporation reported the equity holdings of its President, Upstream as of December 3, 2025. The executive beneficially owns 8,366 shares of Chevron common stock directly, plus 9,791 shares held through a 401(k) plan and 1 share held indirectly by a spouse, for which beneficial ownership is disclaimed.

The filing also lists multiple non-qualified stock options to buy Chevron common stock, including grants covering 19,334, 41,134, 32,500, 17,400 and 21,200 shares with exercise prices between $88.20 and $179.08, expiring from 2030 to 2035. Various restricted stock unit awards and phantom stock units are outstanding, many tied to vesting dates from 2026 through 2028, with some settling in cash and others in Chevron shares.

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.