Form 4: Chevron Director Reports Share Conversion Following Hess Merger
Insider Transaction Report
Chevron Corp. director Donald J. Umpleby III reported the conversion of Hess Corporation shares into Chevron common stock, effective July 18, 2025, as a result of the Hess acquisition.
Summary
- Donald J. Umpleby III, a Director of Chevron Corp. (CVX), reported changes in beneficial ownership of Chevron common stock.
- The changes occurred on July 18, 2025, upon the effectiveness of Chevron's acquisition of Hess Corporation (HES).
- Each outstanding share of Hess common stock was converted into 1.0250 shares of Chevron common stock.
- As a result of the merger, Mr. Umpleby acquired 6 shares indirectly through a Spouse Revocable Trust and 3 shares indirectly through a Spouse Irrevocable Trust. These shares were acquired at a price of $0.
- Following these transactions, Mr. Umpleby's total beneficial ownership of Chevron common stock is reported as: 55 shares held indirectly by Spouse Revocable Trust, 3 shares indirectly by Spouse Irrevocable Trust, 1,704 shares held directly (which includes 17 dividend equivalent accruals on stock units), and 13,714 shares held indirectly by the Umpleby Revocable Trust (which includes 1,544 shares previously directly owned and now indirectly held).
Sentiment
Score: 5
Explanation: The filing is a routine compliance report detailing the mechanical conversion of shares following a pre-announced merger. It does not contain information that would significantly alter the perception of the company's financial health or strategic direction beyond what was already known from the merger announcement.
Industry Context
This filing reflects the finalization of a significant merger in the energy sector, where Chevron acquired Hess Corporation. Such large-scale consolidations are common in mature industries seeking efficiency, market share, and resource expansion, particularly in the oil and gas sector where companies aim to strengthen their portfolios and operational scale.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Authorization of SEC Filing Agents | Donald J. Umpleby III granted a Power of Attorney to several individuals to act as his attorneys-in-fact for submitting and filing SEC documents (Forms ID, 3, 4, 5, and 144) and managing his EDGAR account, including enrolling in EDGAR Next. | 07/22/2025 | This streamlines the process for the director to comply with SEC reporting requirements for insider transactions and beneficial ownership, ensuring timely and accurate filings. |
Stakeholder Impact
- Shareholders of Hess Corporation received Chevron common stock based on the agreed conversion ratio, impacting their equity holdings.
- Shareholders of Chevron Corporation see the integration of Hess assets and operations, which was the strategic intent of the merger.
Key Dates
| Date | Description |
|---|---|
| 10/22/2023 | Date of the Agreement and Plan of Merger between Chevron, Yankee Merger Sub Inc., and Hess Corporation. |
| 07/18/2025 | Effective date of the acquisition of Hess Corporation by Chevron Corporation, leading to the conversion of Hess shares into Chevron common stock. |
| 07/22/2025 | Date the Form 4 was filed and the Power of Attorney was signed by Donald J. Umpleby III. |
Keywords
Chevron, CVX, Hess Corporation, HES, Merger, Acquisition, Insider Transaction, Form 4, Share Conversion, Beneficial Ownership, Director
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