Form 4: Chevron Executive Discloses Share Holdings Post-Hess Merger

A Chevron executive reported changes in beneficial ownership of Chevron common stock, primarily due to the effective acquisition of Hess Corporation and ongoing 401(k) plan contributions.

Summary

• R. Hewitt Pate, VP and General Counsel of Chevron Corp., reported changes in beneficial ownership of Chevron common stock.
• On July 18, 2025, 20 shares of Chevron common stock were acquired indirectly by the Pate Family Trust due to the effectiveness of the Hess Corporation acquisition by Chevron.
• The merger agreement, dated October 22, 2023, stipulated that each outstanding share of Hess common stock would convert into 1.0250 shares of Chevron common stock.
• Between February 11, 2025, and July 18, 2025, an additional 87 shares of Chevron common stock were acquired by the reporting person under the Chevron Employee Savings Investment Plan (401(k) plan), bringing the 401(k) plan holding to 8,917 shares.
• Direct beneficial ownership stands at 4,079 shares, including 92 dividend equivalents.
• An additional 13,264 shares are held indirectly by a Spouse Trust, for which the reporting person disclaims beneficial ownership.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of insider shareholdings resulting from a pre-announced merger and employee benefit plan, thus it carries a neutral sentiment.

Future Outlook

NA

Industry Context

The filing reflects the ongoing consolidation within the energy sector, specifically the significant acquisition of Hess Corporation by Chevron, which impacts insider shareholdings. This merger is a major event in the oil and gas industry, aiming to expand Chevron's asset base, particularly in Guyana.

Stakeholder Impact

• Shareholders of Hess Corporation received Chevron shares as per the merger agreement.
• Chevron shareholders' ownership structure is slightly diluted by the issuance of new shares for the merger, though this is a known consequence of the acquisition.
• Employees participating in the 401(k) plan continue to acquire shares as part of their benefits.

Key Dates

Recommendation

This Form 4 filing is a routine disclosure of an insider's shareholdings, primarily reflecting the mechanical conversion of Hess shares into Chevron shares due to a pre-announced merger and ongoing 401(k) contributions. It does not provide new information regarding Chevron's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The merger's impact on the stock price would have largely been factored in when the merger was announced and approved. Therefore, a 'hold' recommendation is appropriate as this filing does not present new catalysts for significant price movement.

Keywords

Chevron, CVX, Hess Corporation, HES, Merger, Acquisition, SEC Form 4, Insider Trading, Beneficial Ownership, Corporate Governance, Energy Sector, Oil and Gas