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Chevron Corporation’s Board of Directors approved amended and restated By-Laws effective March 25, 2026. The changes shift annual election of the Chairman and, when applicable, the Lead Director to the non-employee directors, who also may elect a Vice Chairman.
The revisions follow Chevron’s acquisition of Hess Corporation and the addition of John Hess to the Board as a non-employee director who is not an NYSE-defined independent director due to certain acquisition-related transactions that are not material to Chevron or Mr. Hess. The Board revised its governance to use “non-employee” director language so Mr. Hess can fully participate in Board activities while maintaining compliance with NYSE requirements.
Chevron Corp Chief Legal Officer Pate R. Hewitt exercised stock options and sold the resulting shares. On March 6, 2026, he exercised 47,200 non-qualified stock options for Chevron common stock at an exercise price of $113.01 per share, receiving 47,200 shares.
That same day, he sold 47,200 Chevron common shares in an open-market transaction at $192.12 per share, a sale made under a pre-arranged Rule 10b5-1 trading plan adopted on November 26, 2025. After these transactions, he directly held 8,558 Chevron shares and had additional indirect holdings through a 401(k) plan and family trusts, while disclaiming beneficial ownership of shares held by his spouse's trust.
R HEWITT PATE reported insider transactions including an exercise of stock options and multiple 10b5-1 sales of Common stock.
The filing lists an exercise of stock options resulting in 47,200 shares issued on 03/06/2026 for cash, and 10b5-1 open-market sales on 01/30/2026 (41,134 shares, $7,256,037.60), 02/27/2026 (35,475 shares, $6,600,563.64), and 03/02/2026 (58,000 shares, $10,941,850.80).
Chevron Corporation controller Amit R. Ghai filed an initial ownership report detailing his existing equity interests in Chevron common stock and equity-based awards. The filing lists multiple non-qualified stock option grants, several tranches of restricted stock units that vest over future dates, phantom stock units under an excess benefit plan, and common stock held both directly and through a 401(k) plan, without reporting any new purchases or sales.
Chevron Vice Chairman Mark A. Nelson reported option exercises and share sales. On March 2, 2026, he exercised non-qualified stock options for 62,600 shares at $113.01 per share and 77,000 shares at $110.37 per share, acquiring Chevron common stock through derivative exercises.
He then sold 62,600 shares of common stock at a weighted average price of $188.1138 and 77,000 shares at a weighted average price of $187.7643, totaling 139,600 shares sold in open-market transactions. After these trades, he directly owned 11,337 Chevron common shares and indirectly held 18,907 shares through a 401(k) plan, which included 9 shares acquired between February 11, 2026 and March 2, 2026.
Chevron Corp Chairman and CEO Michael K. Wirth reported option exercises and share sales in Chevron common stock. On March 2, 2026, he exercised non-qualified stock options to acquire a total of 272,624 shares and then sold 272,624 shares in multiple open‑market transactions under a pre-arranged Rule 10b5‑1 trading plan. Reported sale prices ranged from about $188.01 to $190.60 per share, and he continued to hold Chevron shares both directly and through indirect interests, including a limited partnership, 401(k) plan and family trust.
Chevron executive Andrew Benjamin Walz, President, DM&C, exercised stock options for a total of 11,600 shares of Chevron common stock on March 2, 2026, at exercise prices of $110.37 and $88.20 per share. He then sold 11,600 shares of common stock in open-market transactions at weighted-average prices around $188.56–$188.61, reducing his directly held common stock to zero. As of the filing, he reported 8,805 shares held indirectly through a Chevron 401(k) employee savings investment plan.
Chevron Corp director Marillyn A. Hewson reported a discretionary transaction involving 205 units of phantom stock at $189.60 per unit. These phantom stock units, issued under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan on a 1-for-1 basis, become payable in common stock when her board service ends. Following this change, she holds a total of 5,867 phantom stock units, including 61 units from dividend equivalent accruals.
Chevron director Cynthia J. Warner recorded a discretionary transaction involving 20 units of phantom stock valued at $189.60 per unit. This adjustment brought her total phantom stock holdings to 379 units. Under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan, these phantom shares are payable in common stock on a 1-for-1 basis when she leaves the board. The balance also reflects dividend equivalent accruals credited under the plan.
Chevron director Charles W. Moorman reported a discretionary transaction involving 238 units of phantom stock at an equivalent price of $189.60 per unit under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan. These phantom stock units are payable in Chevron common stock when his board service ends, on a 1-for-1 basis. After this transaction, he holds 20,299 phantom stock units, a figure that includes 221 units from dividend equivalent accruals under the same plan.