Form 4: Chevron CTO Booth Reports RSU Vesting & Tax Withholding

Chevron's Chief Technology & Engineering Officer, Thomas Ryder Booth, reported routine transactions involving the vesting of restricted stock units and subsequent share disposals for tax obligations.

Summary

• Thomas Ryder Booth, Chevron's Chief Technology & Engineering Officer, reported transactions on December 17, 2025, under a Rule 10b5-1 plan.
• The transactions involved the exercise of Restricted Stock Units (RSUs) and the subsequent withholding of shares to cover required tax obligations.
• A total of 24, 41, and 57 shares of common stock were acquired at a price of $0 upon the exercise of RSUs.
• An equal number of shares (24, 41, and 57) were disposed of at a price of $149.52 per share to satisfy tax obligations.
• Following these transactions, Booth directly holds 6 shares of common stock.
• Indirect holdings include 5 shares via the Booth Family Trust and 3,175 shares via a 401(k) plan.
• Remaining derivative holdings include 2,941 RSUs (granted January 27, 2021, including 98 dividend equivalents), 2,552 RSUs (granted January 26, 2022, including 86 dividend equivalents), and 1,486 RSUs (granted February 6, 2024, including 51 dividend equivalents).

Sentiment

Score: 5

Explanation: Neutral. This is a routine insider transaction report for executive compensation, involving both acquisition (vesting) and disposal (tax withholding) of shares. It does not indicate significant positive or negative discretionary action by the insider or the company's performance.

Positives

• Vesting of Restricted Stock Units indicates compensation realization for the executive.
• The transactions were conducted under a Rule 10b5-1 plan, suggesting pre-planned and routine activity rather than discretionary trading.
• The executive continues to hold a significant number of RSUs and shares indirectly through a 401(k) plan and family trust.

Negatives

• Shares were disposed of to cover tax obligations, reducing direct beneficial ownership.

Future Outlook

Future vesting events for remaining Restricted Stock Units are scheduled for January 31, 2026, February 10, 2026, January 31, 2027, and February 10, 2027. The RSUs granted in 2021 and 2022 will be payable in cash upon vesting, while the 2024 grant will settle in shares of Chevron common stock.

Industry Context

This routine insider transaction report for an executive at a major integrated energy company like Chevron is typical for executive compensation plans. Such filings provide transparency into executive stock ownership and compensation realization within the oil and gas industry, where long-term incentive plans often include equity awards.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and ownership, but unlikely to have a material impact on share price due to its routine nature and small scale relative to Chevron's market capitalization.
• Employees: Reflects standard executive compensation practices, which may be part of broader employee incentive programs.

Next Steps

• Remaining Restricted Stock Units from the January 27, 2021 grant will vest on January 31, 2026, and be payable in cash.
• One-third of the Restricted Stock Units from the February 6, 2024 grant will vest on February 10, 2026, and settle in shares.
• Remaining Restricted Stock Units from the January 26, 2022 grant will vest on January 31, 2027, and be payable in cash.
• The final one-third of the Restricted Stock Units from the February 6, 2024 grant will vest on February 10, 2027, and settle in shares.

Key Dates

Keywords

Chevron, CVX, Form 4, Insider Trading, Restricted Stock Units, RSU, Executive Compensation, Thomas Ryder Booth, Stock Vesting, Tax Withholding, 10b5-1 Plan, Energy Sector