Form 4: Chevron Director Sells $83M in CVX Stock

Chevron Director John B. Hess sold 550,000 shares of common stock for approximately $83 million across two days in November 2025, executed under a Rule 10b5-1 plan.

Summary

• John B. Hess, a Director of Chevron Corp (CVX), reported the sale of 550,000 shares of common stock.
• The transactions occurred on November 20, 2025, and November 21, 2025.
• On November 20, 2025, a total of 275,000 shares were sold at weighted-average prices ranging from $150.5122 to $152.4329.
• On November 21, 2025, another 275,000 shares were sold at weighted-average prices ranging from $149.4779 to $150.8494.
• The total value of shares sold across both days is approximately $82.75 million.
• These sales were made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading strategy.
• Following these transactions, John B. Hess beneficially owns 355,499 shares directly and 8,441,799 shares indirectly through various trusts, limited partnerships, and LLCs, totaling 8,797,298 shares.

Sentiment

Score: 5

Explanation: The sale of a significant number of shares by a director could be viewed negatively, but the disclosure that it was executed under a Rule 10b5-1 plan mitigates concerns, suggesting a pre-planned financial management strategy rather than a reaction to new information. This results in a neutral sentiment.

Positives

• The sales were executed under a pre-arranged Rule 10b5-1 plan, indicating a structured approach to managing personal holdings rather than an immediate reaction to company performance or undisclosed information.

Negatives

• A significant sale of 550,000 shares by a director, even if pre-planned, could be perceived by some investors as a negative signal regarding the company's near-term prospects or the director's confidence.

Future Outlook

NA

Management Comments

• The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range provided.

Industry Context

NA

Corporate Governance

Related Party Transactions

• Shares are held indirectly by various entities including a trust for the benefit of the reporting person, a limited partnership where the reporting person is a limited partner and serves on the management committee of the general partner, a family LLC where the reporting person is a member and manager, and another LLC where the reporting person and their son are sole members and the reporting person is the manager.

Stakeholder Impact

• Shareholders may interpret the director's sale as a signal, though the 10b5-1 plan mitigates immediate concerns. The transparency of the filing provides clarity on insider activity.
• Regulatory Authorities will note the compliance with Section 16(a) of the Securities Exchange Act of 1934 and the use of a Rule 10b5-1 plan.

Key Dates

Recommendation

While a director selling a substantial number of shares might typically raise concerns, the explicit mention of a Rule 10b5-1 plan indicates these were pre-scheduled transactions, not a reaction to new, undisclosed negative information. Therefore, this filing alone does not provide a strong basis for a 'buy' or 'sell' recommendation, suggesting a 'hold' position as the market digests this routine insider transaction.

Keywords

Chevron, CVX, John B. Hess, Insider Sale, Form 4, Director, Stock Transaction, Rule 10b5-1, Energy Sector