Form 4: Chevron Executive Reports RSU Vesting and New Grant

Chevron's President of DM&C, Andrew Benjamin Walz, reported the vesting and settlement of restricted stock units, along with a new RSU grant and 401(k) acquisitions.

Summary

• Andrew Benjamin Walz, President, DM&C at Chevron Corp (CVX), reported multiple transactions involving common stock and restricted stock units (RSUs).
• On January 31, 2026, 3,931 shares of common stock were acquired upon the vesting of restricted stock units (including 44 dividend equivalents) at an exercise price of $0.
• Concurrently on January 31, 2026, 3,931 shares of common stock were disposed of at a price of $176.9 per share, likely to cover taxes or other costs associated with the RSU vesting.
• Also on January 31, 2026, 839 shares of common stock were acquired upon the vesting of restricted stock units (including 9 dividend equivalents) at an exercise price of $0. These RSUs were part of a grant from January 25, 2023, with a third vesting on this date.
• On January 31, 2026, 185 shares of common stock were disposed of at a price of $176.9 per share, likely for tax withholding related to the RSU vesting.
• Between December 18, 2025, and February 1, 2026, Walz acquired 6 shares of Chevron common stock through the Chevron Employee Saving Investment Plan (401(k) plan).
• On February 1, 2026, Walz was granted 9,400 new restricted stock units under the Chevron Corporation 2022 Long-Term Incentive Plan. These RSUs will vest in three equal installments on February 1, 2027, February 1, 2028, and February 1, 2029, and will settle in shares of Chevron common stock.
• Shares issued from the new RSU grant are subject to a two-year post-vesting holding period, which is removed upon termination of employment.
• Following these transactions, Walz directly beneficially owns 676 shares of common stock and indirectly owns 8,799 shares via the 401(k) plan, in addition to 9,400 unvested restricted stock units.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a routine insider transaction report. The vesting of existing RSUs and the grant of new ones are standard executive compensation activities, indicating ongoing executive alignment with company performance, which is generally neutral to slightly positive.

Positives

• The grant of 9,400 new Restricted Stock Units aligns executive incentives with long-term shareholder value.
• Acquisition of 6 shares in the 401(k) plan demonstrates continued investment in the company through an employee savings plan.

Negatives

• Disposal of 3,931 shares and 185 shares of common stock, totaling 4,116 shares, reduces direct beneficial ownership, although these sales are likely for tax withholding purposes related to RSU vesting.

Future Outlook

Andrew Benjamin Walz has been granted 9,400 new restricted stock units that will vest in three equal installments on February 1, 2027, February 1, 2028, and February 1, 2029. These shares will be subject to a two-year post-vesting holding period.

Industry Context

StockSavvy.ai notes that restricted stock unit grants and their subsequent vesting and settlement are standard executive compensation practices within the energy sector. These mechanisms are designed to align executive incentives with the long-term performance and shareholder value creation of companies like Chevron.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) with multi-year vesting schedules and post-vesting holding periods is a common practice among large-cap energy companies, including peers like ExxonMobil (XOM) and Shell (SHEL).
• This compensation structure aims to retain key talent and ensure executive interests are aligned with long-term company performance, similar to incentive plans observed at other industry leaders.

Stakeholder Impact

• Shareholders: The RSU grants and vesting align executive incentives with long-term shareholder value, promoting management's focus on company performance.
• Employees: The transactions reflect standard executive compensation practices, which can influence overall compensation philosophy within the company.

Next Steps

• The next vesting dates for the newly granted restricted stock units are scheduled for February 1, 2027, February 1, 2028, and February 1, 2029.

Key Dates

Recommendation

The filing details routine executive compensation activities, including RSU vesting, associated tax-related sales, and a new RSU grant. These transactions are standard and do not provide new information that would alter a seasoned investor's fundamental view of Chevron's stock, thus warranting a 'hold' recommendation.

Keywords

Chevron, CVX, Form 4, Insider Transaction, Restricted Stock Units, RSU, Executive Compensation, Stock Transactions, Corporate Governance