Form 4: Chevron Director Acquires Phantom Stock Under Compensation Plan

Chevron Director Marillyn A. Hewson acquired 255 shares of phantom stock under a compensation plan, increasing her beneficial ownership to 5,601 shares.

Summary

• Marillyn A. Hewson, a Director of Chevron Corp (CVX), acquired 255 shares of phantom stock on December 1, 2025.
• The phantom stock was valued at $152.54 per share at the time of the transaction.
• These shares were issued under the Chevron Non-Employee Directors' Equity Compensation and Deferral Plan.
• The phantom stock units are convertible to common stock on a 1-for-1 basis and become payable upon Hewson's termination of service.
• Following this transaction, Hewson's total beneficial ownership stands at 5,601 shares, which includes 55 dividend equivalent accruals.
• The acquisition was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. This is a routine compensation disclosure, but an increase in director ownership is generally viewed favorably as it aligns interests with shareholders.

Positives

• A director is increasing their beneficial ownership in the company, which can signal confidence in future performance and aligns their interests with shareholders.
• The transaction was executed under a Rule 10b5-1(c) plan, demonstrating a structured and pre-planned approach to equity compensation.

Future Outlook

N/A

Industry Context

N/A

Stakeholder Impact

• Shareholders: The transaction increases the alignment of the director's financial interests with those of the shareholders through equity ownership.

Next Steps

• The phantom stock units will become payable in common stock upon the reporting person's termination of service.

Key Dates

Recommendation

This Form 4 filing details a routine acquisition of phantom stock by a director as part of an existing equity compensation plan. While an increase in director ownership is generally a positive signal of alignment, this specific transaction is not indicative of new strategic developments or significant financial performance changes that would warrant a strong buy or sell recommendation based solely on this filing. Investors should continue to hold and monitor broader company performance and market conditions.

Keywords

Chevron, CVX, Marillyn A. Hewson, Director, Phantom Stock, Insider Transaction, SEC Form 4, Equity Compensation, Rule 10b5-1