Form 4: Chevron Legal Officer Reports Routine Stock Transactions

Chevron's Chief Legal Officer, R. Hewitt Pate, reported the vesting and subsequent tax-related sale of restricted stock units on February 10, 2026.

Summary

• R. Hewitt Pate, Chevron's Chief Legal Officer, reported multiple transactions involving Chevron common stock on February 10, 2026.
• Pate acquired 2,366 shares of common stock through the vesting of Restricted Stock Units (RSUs) granted on February 6, 2024.
• Concurrently, 876 shares were disposed of at a price of $182.26 per share to cover tax withholding obligations related to the RSU vesting.
• An additional 2,460 shares of common stock were acquired through the vesting of RSUs granted on February 4, 2025, which included 321 dividend equivalent shares.
• Another 969 shares were disposed of at $182.26 per share for tax withholding purposes related to the second RSU vesting.
• Following these transactions, Pate directly holds 8,558 shares of common stock.
• Indirect holdings include 9,367 shares in a 401(k) plan (with 78 shares acquired between February 2-10, 2026), 20 shares in the Pate Family Trust, and 13,264 shares in a Spouse Trust, for which beneficial ownership is disclaimed.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing the routine execution of an executive's compensation plan. It neither indicates significant positive nor negative operational or financial developments for Chevron.

Positives

• The vesting of Restricted Stock Units indicates the successful execution of Chevron's long-term incentive plan, aligning management's interests with shareholder value.
• The acquisition of shares through RSU vesting demonstrates continued participation and commitment of a key executive to the company's equity.

Negatives

• A portion of the vested shares was sold to cover tax obligations, which reduces the executive's direct beneficial ownership of common stock.

Future Outlook

Future vesting events for R. Hewitt Pate's Restricted Stock Units are scheduled for February 10, 2027, and February 10, 2028, indicating continued long-term incentive alignment. Shares issued upon vesting are subject to a two-year post-vesting holding period.

Management Comments

• The reported transactions reflect the routine execution of R. Hewitt Pate's long-term incentive compensation plan, involving the vesting of Restricted Stock Units and subsequent tax-related share disposals.
• Pate disclaims beneficial ownership of shares held by his spouse's trust, as noted in the filing.

Industry Context

StockSavvy.ai notes that these transactions are typical for senior executives in large publicly traded companies, reflecting the standard operation of equity-based compensation plans designed to align management incentives with long-term shareholder value. The sale of shares to cover tax obligations upon vesting is a common practice across the industry.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of executive compensation is a widespread practice among S&P 500 companies, including major energy sector players like ExxonMobil and Shell, to foster long-term commitment and performance.
• The practice of selling a portion of vested shares to cover statutory tax withholding is standard across virtually all companies offering equity compensation, ensuring compliance with tax regulations.
• The two-year post-vesting holding period for shares is a robust corporate governance feature, often exceeding minimum requirements and aligning with best practices seen in companies committed to long-term executive share ownership.

Stakeholder Impact

• Shareholders: Minimal direct impact, as these are routine compensation-related transactions for an executive. The long-term incentive structure aims to align executive interests with shareholder value.
• Employees: No direct impact on general employees, but reflects the company's executive compensation practices.

Next Steps

• One-third of the Restricted Stock Units granted on February 6, 2024, will vest on February 10, 2027.
• One-third of the Restricted Stock Units granted on February 4, 2025, will vest on February 10, 2027, and the final one-third on February 10, 2028.
• Shares issued upon vesting are subject to a two-year post-vesting holding period, which is removed upon termination of employment.

Key Dates

Keywords

Chevron, CVX, R. Hewitt Pate, Chief Legal Officer, SEC Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Transactions, Executive Compensation, Common Stock