Chief Legal Officer Pate R. Hewitt exercised 53,453 shares at a strike of $67.87, sold $7,256,038 worth of shares (41,134 units at $176.40), returned $1,784,567 worth of shares to the company (10,088 units at $176.90) and covered exercise/tax liability with 826 shares, increasing direct ownership by 34% to 5,574 units (SEC Form 4)
$CVX
Integrated oil Companies
Energy
| 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 |
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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). | |||||||||||||||||
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CHEVRON CORP [ CVX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/30/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 01/30/2026 | M(1) | 41,134 | A | $88.2 | 45,303 | D | |||
| Common Stock | 01/30/2026 | S(1) | 41,134 | D | $176.4 | 4,169 | D | |||
| Common Stock | 01/31/2026 | M | 10,088 | A | $0(2) | 14,257 | D | |||
| Common Stock | 01/31/2026 | D | 10,088 | D | $176.9 | 4,169 | D | |||
| Common Stock | 01/31/2026 | M | 2,231 | A | $0(2) | 6,400 | D | |||
| Common Stock | 01/31/2026 | F | 826 | D | $176.9 | 5,574 | D | |||
| Common Stock | 9,289(3) | I | By 401(k) plan | |||||||
| Common Stock | 20 | I | By Pate Family Trust | |||||||
| Common Stock | 13,264 | I | By Spouse Trust(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Non-Qualified Stock Option (Right to Buy) | $88.2 | 01/30/2026 | M | 41,134 | (5) | 01/27/2031 | Common Stock | 41,134 | $0 | 0 | D | ||||
| Restricted Stock Units | $0(2) | 01/31/2026 | M | 10,088(6) | (7) | (7) | Common Stock | 10,088(6) | (2) | 0 | D | ||||
| Restricted Stock Units | $0(2) | 01/31/2026 | M | 2,231(8) | (9) | (9) | Common Stock | 2,231(8) | (2) | 0 | D | ||||
| Restricted Stock Units | $0(2) | 02/01/2026 | A | 21,600 | (10) | (10) | Common Stock | 21,600 | $0 | 21,600 | D | ||||
| Explanation of Responses: |
| 1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 24, 2025. |
| 2. Each restricted stock unit is the economic equivalent of one share of Chevron common stock. |
| 3. Between December 18, 2025 and February 1, 2026, the reporting person acquired 173 shares of Chevron common stock under the Chevron Employee Savings Investment Plan, a 401(k) plan. |
| 4. The reporting person disclaims beneficial ownership of the shares held by his spouse's trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held by his spouse's trust for purposes of Section 16 or for any other purpose. |
| 5. Option granted 1/27/2021. One-third of the shares subject to the option vested on January 31, 2022, January 31, 2023 and January 31, 2024, respectively. |
| 6. This number includes dividend equivalents (1,197 shares). |
| 7. Restricted stock units accrue dividend equivalents in the form of additional restricted stock units and are payable in cash and vested on January 31, 2026. |
| 8. This number includes dividend equivalents (97 shares). |
| 9. Restricted stock units granted on January 25, 2023 under the Chevron Corporation 2022 Long-Term Incentive Plan. Restricted stock units accrue dividend equivalents in the form of additional restricted stock units. One-third of the shares subject to the award vested on January 31, 2024, January 31, 2025 and January 31, 2026, respectively, and settled in shares of Chevron common stock on the date of vesting. Shares issued upon vesting are subject to a two-year post-vesting holding period, which is removed upon termination of employment. |
| 10. Restricted stock units granted under the Chevron Corporation 2022 Long-Term Incentive Plan. Restricted stock units accrue dividend equivalents in the form of additional restricted stock units. One-third of the shares subject to this award will vest on February 1, 2027, February 1, 2028 and February 1, 2029, respectively, and will settle in shares of Chevron common stock on the date of vesting. Shares issued upon vesting are subject to a two-year post-vesting holding period, which is removed upon termination of employment. |
| /s/ Rose Z. Pierson, Attorney-in-Fact for R. Hewitt Pate | 02/03/2026 | |
| ** 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. | ||