Form 4: Chevron CLO's Stock Transactions & RSU Vesting
Insider Transaction Report
Chevron's Chief Legal Officer, R. Hewitt Pate, reported the vesting of restricted stock units and related stock transactions, including shares withheld for tax obligations.
Summary
- R. Hewitt Pate, Chief Legal Officer of Chevron Corp, reported transactions involving common stock and restricted stock units (RSUs).
- On December 17, 2025, 190 shares of common stock were acquired due to the vesting of restricted stock units.
- Concurrently, 190 shares of common stock were disposed of at a price of $149.52 per share to cover required tax obligations.
- Following these transactions, Pate directly beneficially owns 4,169 shares of common stock.
- Indirect beneficial ownership includes 9,116 shares in a 401(k) plan (with 199 shares acquired between July 19, 2025, and December 17, 2025), 20 shares in the Pate Family Trust, and 13,264 shares in a Spouse Trust (beneficial ownership disclaimed).
- The restricted stock units were granted on February 6, 2024, under the Chevron Corporation 2022 Long-Term Incentive Plan, with 4,925 units beneficially owned after the reported transactions, including 222 dividend equivalents.
- The RSUs vest in thirds: one-third vested on February 10, 2025, and the remaining two-thirds will vest on February 10, 2026, and February 10, 2027, respectively.
Sentiment
Score: 6
Explanation: The filing reports routine executive compensation transactions, including RSU vesting and tax-related share disposition. While the vesting is positive for the executive, the overall impact on the company's financial health or strategic direction is neutral, as these are standard, pre-planned events.
Positives
- Acquisition of 190 shares of common stock through the vesting of restricted stock units, indicating long-term incentive plan benefits.
- Reinvestment of dividends on vested restricted stock units, adding 90 shares to direct ownership.
- Acquisition of 199 shares of Chevron common stock through the Chevron Employee Savings Investment Plan (401(k) plan).
Negatives
- Disposition of 190 shares of common stock at $149.52 per share to cover required tax obligations.
Future Outlook
The filing indicates future vesting dates for restricted stock units on February 10, 2026, and February 10, 2027, suggesting continued long-term incentive alignment.
Industry Context
This Form 4 filing reflects routine executive compensation practices within the energy sector, where long-term incentive plans often include restricted stock units that vest over time, aligning executive interests with shareholder value. The disposition of shares for tax purposes upon vesting is a standard practice across industries.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Delegation of Authority | R. Hewitt Pate granted a Power of Attorney to several individuals to manage his SEC filing obligations (Forms ID, 3, 4, 5, and 144) and EDGAR account administration. | 2025-04-04 | This is a standard corporate governance practice to ensure timely and accurate compliance with SEC reporting requirements for executives, streamlining the filing process. |
Related Party Transactions
- Indirect beneficial ownership of 13,264 shares held by a Spouse Trust, though the reporting person disclaims beneficial ownership for Section 16 purposes.
Stakeholder Impact
- Shareholders: Minimal direct impact as these are routine executive compensation transactions. The vesting of RSUs aligns executive interests with long-term shareholder value.
- Employees: No direct impact on general employees, but reflects the structure of executive incentive plans.
Next Steps
- Further one-third of restricted stock units will vest on February 10, 2026.
- The final one-third of restricted stock units will vest on February 10, 2027.
Key Dates
| Date | Description |
|---|---|
| 2024-02-06 | Restricted Stock Units granted under the Chevron Corporation 2022 Long-Term Incentive Plan. |
| 2025-02-10 | One-third of the restricted stock units vested. |
| 2025-04-04 | Power of Attorney granted by R. Hewitt Pate for SEC filings. |
| 2025-07-19 | Start date of period during which 199 shares were acquired in the 401(k) plan. |
| 2025-12-17 | Transaction date for RSU vesting and stock disposition for tax obligations. |
| 2025-12-17 | End date of period during which 199 shares were acquired in the 401(k) plan. |
| 2025-12-19 | Date the Form 4 was signed and filed. |
| 2026-02-10 | One-third of the restricted stock units will vest. |
| 2027-02-10 | Final one-third of the restricted stock units will vest. |
Recommendation
holdThe Form 4 details routine insider transactions related to executive compensation, specifically the vesting of restricted stock units and subsequent tax-related share disposition. These are pre-scheduled events and do not indicate any new strategic direction, operational performance changes, or significant shifts in the company's fundamentals. Therefore, the filing itself does not provide a basis for a change in investment recommendation, suggesting a 'hold' position is appropriate based solely on this information.
Keywords
Chevron, CVX, Form 4, Insider Trading, Stock Transaction, Restricted Stock Units, RSU Vesting, Executive Compensation, Chief Legal Officer, Employee Stock Plan, Tax Withholding
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