Chevron (CVX) vice chairman updates stock and RSU holdings in Form 4

Rhea-AI Filing Summary

Chevron Corporation vice chairman Mark A. Nelson reported routine equity transactions and updated holdings. On December 17, 2025, 269 restricted stock units converted into the same number of Chevron common shares at an exercise price of $0. On the same date, 269 shares were withheld at $149.52 per share to cover tax obligations under the award terms.

After these transactions, Nelson directly held 5,514 Chevron common shares and indirectly held 18,872 shares through a 401(k) plan. He also reported 6,411 restricted stock units, which include 291 units from dividend equivalents. The filing notes additional shares from dividend reinvestment and prior acquisitions under the company’s employee savings plan, as well as a multi-year vesting and post-vesting holding schedule for the restricted stock units.

Insider Trade Summary

269 shares exercised/converted

Mixed 4 txns

Insider NELSON MARK A

Role Vice Chairman

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	269	$0.00	--
Exercise	Common Stock	269	$0.00	--
Tax Withholding	Common Stock	269	$149.52	$40K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 6,411 shares (Direct); Common Stock — 5,783 shares (Direct); Common Stock — 18,872 shares (Indirect, By 401(k) plan)

Footnotes (1)

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 (242) issued under the Chevron Corporation 2022 Long-Term Incentive Plan. 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. Between February 11, 2025 and December 17, 2025, the reporting person acquired 851 shares of Chevron common stock under the Chevron Employee Savings Investment Plan, a 401(k) Plan. 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 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 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. This number includes dividend equivalents (291 shares).

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

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

OMB APPROVAL

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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).

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^*

NELSON MARK A

(Last) (First) (Middle)

1400 SMITH STREET

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2025

4. If Amendment, Date of 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

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	12/17/2025		M		269	A	$0	5,783(1)	D
Common Stock	12/17/2025		F(2)		269	D	$149.52	5,514	D
Common Stock								18,872(3)	I	By 401(k) plan

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 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
Restricted Stock Units	$0(4)	12/17/2025		M			269	(4)	(4)	Common Stock	269	$0	6,411(5)	D

Explanation of Responses:

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 (242) 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 February 11, 2025 and December 17, 2025, the reporting person acquired 851 shares of Chevron common stock under the Chevron Employee Savings Investment Plan, a 401(k) Plan.

4. 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 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 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.

5. This number includes dividend equivalents (291 shares).

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Rose Z. Pierson, Attorney-in-Fact for Mark A. Nelson	12/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Chevron (CVX) report for Mark A. Nelson?

The filing shows that vice chairman Mark A. Nelson had 269 restricted stock units convert into 269 Chevron common shares on December 17, 2025, and an equal 269 shares were withheld to cover taxes.

How many Chevron (CVX) shares does Mark A. Nelson hold after this Form 4?

Following the reported transactions, Nelson directly owned 5,514 Chevron common shares and indirectly held 18,872 shares through a 401(k) employee savings plan.

What restricted stock unit (RSU) holdings does Mark A. Nelson report in Chevron (CVX)?

Nelson reported 6,411 Chevron restricted stock units, granted under the Chevron Corporation 2022 Long-Term Incentive Plan, including 291 units from dividend equivalents.

How were taxes handled in this Chevron (CVX) insider stock transaction?

The filing states that 269 Chevron shares were withheld at $149.52 per share to cover required tax obligations, based on the reporting person’s age and years of service.

What is the vesting schedule for the reported Chevron (CVX) restricted stock units?

The restricted stock units were granted on February 6, 2024. One-third vested on February 10, 2025, and one-third is scheduled to vest on February 10, 2026 and February 10, 2027, with shares settling on each vesting date.

Does the Chevron (CVX) Form 4 mention a holding period for vested shares?

Yes. Shares issued upon vesting of the restricted stock units are subject to a two-year post-vesting holding period, which is removed upon termination of employment.