Form 4: Chevron Director Boosts Phantom Stock Holdings

Chevron Director Cynthia J. Warner acquired 25 shares of phantom stock under a pre-arranged plan, increasing her total beneficial ownership to 355 shares.

Summary

• Cynthia J. Warner, a Director at Chevron Corp (CVX), reported a transaction involving phantom stock.
• The transaction occurred on December 1, 2025, and was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged, non-discretionary transaction.
• Warner acquired 25 shares of phantom stock at a price of $152.54 per share.
• Following this transaction, her beneficial ownership of derivative securities (phantom stock) increased to 355 shares.
• The phantom stock is convertible on a 1-for-1 basis into Chevron common stock upon termination of service.
• The reported beneficial ownership of 355 shares includes dividend equivalent accruals.

Sentiment

Score: 6

Explanation: The filing reports a routine, pre-scheduled acquisition of phantom stock by a director as part of their compensation, which is a neutral to slightly positive event indicating ongoing alignment of interests.

Positives

• Director Cynthia J. Warner acquired 25 shares of phantom stock, aligning her interests with shareholders.
• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged, non-discretionary transaction.

Future Outlook

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

Industry Context

This transaction represents a routine equity compensation event for a non-employee director, a common practice across publicly traded companies to align director interests with long-term shareholder value.

Related Party Transactions

• The acquisition of phantom stock by Director Cynthia J. Warner from Chevron Corp is a related party transaction, as it involves compensation provided by the company to an insider.

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with shareholders through equity compensation.

Next Steps

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

Key Dates

Keywords

Chevron, CVX, Form 4, Insider Transaction, Phantom Stock, Director Compensation, Equity Compensation, Rule 10b5-1