Chevron Corporation

02/03/2026 | Press release | Distributed by Public on 02/03/2026 18:55

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NELSON MARK A
2. Issuer Name and Ticker or Trading Symbol
CHEVRON CORP [CVX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice Chairman
(Last) (First) (Middle)
1400 SMITH STREET
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026
(Street)
HOUSTON, TX 77002
4. If Amendment, Date 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
(City) (State) (Zip)
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 01/31/2026 M 13,347 A $ 0 (1) 18,861 D
Common Stock 01/31/2026 D 13,347 D $176.9 5,514 D
Common Stock 01/31/2026 M 2,912 A $ 0 (1) 8,426 D
Common Stock 01/31/2026 F 1,265 D $176.9 7,161 D
Common Stock 02/02/2026 M 18,100 A $117.24 25,261 D
Common Stock 02/02/2026 S 18,100 D $174.2806(2) 7,161 D
Common Stock 02/02/2026 M 27,700 A $125.35 34,861 D
Common Stock 02/02/2026 S 27,700 D $174.0926(3) 7,161 D
Common Stock 18,890(4) I By 401(k) plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units (1) 01/31/2026 M 13,347(5) (6) (6) Common Stock 13,347(5) (1) 0 D
Restricted Stock Units (1) 01/31/2026 M 2,912(7) (8) (8) Common Stock 2,912(7) (1) 0 D
Restricted Stock Units $ 0 (1) 02/01/2026 A 24,120 (9) (9) Common Stock 24,120 $ 0 24,120 D
Non-Qualified Stock Option (Right to Buy) $117.24 02/02/2026 M 18,100 (10) 01/25/2027 Common Stock 18,100 $ 0 0 D
Non-Qualified Stock Option (Right to Buy) $125.35 02/02/2026 M 27,700 (11) 01/31/2028 Common Stock 27,700 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NELSON MARK A
1400 SMITH STREET
HOUSTON, TX 77002
Vice Chairman

Signatures

/s/ Rose Z. Pierson, Attorney-in-Fact for Mark A. Nelson 02/03/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each restricted stock unit is the economic equivalent of one share of Chevron common stock.
(2) This transaction was executed in multiple trades at prices ranging from $174.22 to $174.40. 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.
(3) This transaction was executed in multiple trades at prices ranging from $173.88 to $174.30. 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.
(4) Between December 18, 2025 and February 2, 2026, the reporting person acquired 18 shares of Chevron common stock under the Chevron Employee Savings Investment Plan, a 401(k) Plan.
(5) This number includes dividend equivalents (1,583 shares).
(6) Restricted stock units accrue dividend equivalents in the form of additional restricted stock units. The restricted stock units are payable in cash and vested on January 31, 2026.
(7) This number includes dividend equivalents (127 shares).
(8) 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.
(9) 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.
(10) Option granted 1/25/2017. One-third of the shares subject to the option vested on January 31, 2018, January 31, 2019 and January 31, 2020, respectively.
(11) Option granted 1/31/2018. One-third of the shares subject to the option vested on January 31, 2019, January 31, 2020 and January 31, 2021, respectively.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Chevron Corporation published this content on February 03, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 04, 2026 at 00:55 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]