12/19/2025 | Press release | Distributed by Public on 12/19/2025 18:00
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FORM 4
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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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| 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) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (5) | 12/17/2025 | M | 143 | (5) | (5) | Common Stock | 143 | $ 0 | 3,714(6) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Neff Robert Clay JR 1400 SMITH STREET HOUSTON, TX 77002 |
President, Upstream | |||
| /s/ Rose Z. Pierson, Attorney-in-Fact for Robert Clay Neff, Jr. | 12/19/2025 | |
| **Signature of Reporting Person | Date |
| * | 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) | This number includes the acquisition of stock pursuant to the reinvestment of dividends on directly owned shares of common stock and from dividends on vested restricted stock units (93) issued under the Chevron Corporation 2022 Long-Term Incentive Plan. |
| (2) | Reflects withholding of shares to cover required tax obligations under the terms of the award agreement due to the reporting person's age and years of service. |
| (3) | Between December 4, 2025 and December 17, 2025, the reporting person acquired 111 shares of Chevron common stock under the Chevron Employee Savings Investment Plan, a 401(k) plan. |
| (4) | These securities are held by the reporting person's spouse in a custodial account. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (5) | Restricted stock units granted on February 6, 2024 under the Chevron Corporation 2022 Long-Term Incentive Plan. Each restricted stock unit is the economic equivalent of one share of Chevron Corporation common stock. 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 February 10, 2025, and one-third of the shares subject to the award will vest on February 10, 2026, and February 10, 2027, respectively, and are payable in cash on the date of vesting. |
| (6) | This number includes dividend equivalents (43 shares). |