Form 4: Chevron CEO Wirth Reports Routine Stock Transactions

Sentiment:

Insider Transaction Report 19 December 2025 7:11 PM

Chevron CEO Michael K. Wirth reported a series of routine stock transactions, including RSU vesting, dividend reinvestment, and tax-related share dispositions.

Summary

Michael K. Wirth, Chairman and CEO of Chevron Corp (CVX), reported transactions on December 17, 2025.
Acquired 836 shares of Common Stock at a price of $0, resulting from the vesting of Restricted Stock Units (RSUs) under the Chevron Corporation 2022 Long-Term Incentive Plan.
Disposed of 836 shares of Common Stock at a price of $149.52 to cover required tax obligations related to the RSU award.
Beneficial ownership of Common Stock following these transactions includes 14,450 shares held directly, 17,784 shares indirectly through a Limited Partnership, 18,684 shares indirectly through a 401(k) plan, and 51 shares indirectly through the Wirth Family Trust.
The acquisition of stock also included 313 shares from the reinvestment of dividends on vested restricted stock units.
Between July 19, 2025, and December 17, 2025, Wirth acquired an additional 408 shares of Chevron common stock under the Chevron Employee Savings Investment Plan (401(k) plan).
Held 20,066 Restricted Stock Units (RSUs) directly, which include 913 dividend equivalents.
These RSUs were granted on February 6, 2024, with one-third vesting on February 10, 2025, and subsequent one-third vestings scheduled for February 10, 2026, and February 10, 2027.
Shares issued upon vesting are subject to a two-year post-vesting holding period, which is removed upon termination of employment.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of insider transactions, reflecting standard compensation and investment activities. It does not contain information that would significantly alter the company's fundamental outlook or investor sentiment.

Positives

Acquisition of 836 shares of Common Stock through the vesting of Restricted Stock Units (RSUs) indicates continued participation in the company's long-term incentive plan.
Reinvestment of dividends on vested restricted stock units (313 shares) demonstrates a commitment to increasing equity holdings.
Acquisition of 408 shares through the 401(k) plan reflects ongoing personal investment in Chevron's stock.

Negatives

Disposition of 836 shares of Common Stock to cover tax obligations reduces direct beneficial ownership, although this is a standard practice for RSU vesting.

Future Outlook

The filing indicates future vesting events for Restricted Stock Units on February 10, 2026, and February 10, 2027, which will result in additional shares of Chevron common stock being issued to Michael K. Wirth.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions and does not provide information directly related to broader industry trends or competitive landscape. It reflects standard compensation and investment activities for a senior executive in a major energy company.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Delegation of Authority	Michael K. Wirth granted a Power of Attorney to several individuals (Mary A Francis, Christopher A. Butner, Christine L. Cavallo, Kari H. Endries, and Rose Z. Pierson) to act as his attorneys-in-fact. This delegation authorizes them to manage his EDGAR account, obtain credentials, and execute and file SEC Forms ID, 3, 4, 5, and 144 on his behalf.	April 4, 2025	Enhances administrative efficiency for SEC compliance filings for the reporting person, ensuring timely and accurate submissions. It clarifies the roles and responsibilities for managing the executive's regulatory reporting obligations.

Related Party Transactions

Michael K. Wirth holds an indirect beneficial ownership of 17,784 shares through a Limited Partnership where he owns a 1% general partnership interest. The remaining limited partnership interests are owned equally by four separate trusts for the benefit of his children. Wirth disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

Stakeholder Impact

Shareholders: Provides transparency into the stock holdings and transactions of a key executive, which is standard for corporate governance.
Employees: The filing details the operation of the company's Long-Term Incentive Plan and Employee Savings Investment Plan, which are relevant to employee compensation and benefits.

Next Steps

One-third of the remaining Restricted Stock Units are scheduled to vest on February 10, 2026.
The final one-third of the Restricted Stock Units are scheduled to vest on February 10, 2027.

Key Dates

Date	Description
April 4, 2025	Date Michael K. Wirth signed the Power of Attorney document.
July 19, 2025	Start date of the period during which 408 shares of Chevron common stock were acquired under the 401(k) plan.
December 17, 2025	Date of reported transactions for Common Stock acquisition, disposition, and derivative security acquisition.
December 17, 2025	End date of the period during which 408 shares of Chevron common stock were acquired under the 401(k) plan.
December 19, 2025	Date the Form 4 was signed by the Attorney-in-Fact.
February 10, 2026	Scheduled vesting date for one-third of the Restricted Stock Units granted on February 6, 2024.
February 10, 2027	Scheduled vesting date for the final one-third of the Restricted Stock Units granted on February 6, 2024.

Keywords

Chevron, CVX, Michael K. Wirth, Form 4, Insider Trading, Stock Transactions, Restricted Stock Units, RSU Vesting, Dividend Reinvestment, Tax Withholding, Employee Savings Plan, 401(k), Beneficial Ownership

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