Form 4: Chevron Vice Chairman's Latest Stock Transactions

Sentiment:

Insider Transaction Report 19 December 2025 7:06 PM

Chevron Vice Chairman Mark A. Nelson reported recent acquisitions and dispositions of company common stock and restricted stock units, alongside changes in his 401(k) holdings.

Summary

Mark A. Nelson, Vice Chairman of Chevron Corp, reported transactions involving company common stock and restricted stock units (RSUs).
On December 17, 2025, Nelson acquired 269 shares of common stock, primarily from dividend reinvestment and vested RSUs.
Concurrently, 269 shares of common stock were disposed of at $149.52 per share to cover tax obligations related to the award agreement.
His direct beneficial ownership of common stock decreased from 5,783 to 5,514 shares after these transactions.
Between February 11, 2025, and December 17, 2025, Nelson acquired 851 shares of Chevron common stock through the Chevron Employee Savings Investment Plan (401(k) Plan), bringing his indirect ownership to 18,872 shares.
Nelson's direct beneficial ownership of Restricted Stock Units (RSUs) is 6,411, which includes 291 dividend equivalents.
The RSUs were granted on February 6, 2024, under the 2022 Long-Term Incentive Plan, with one-third vesting on February 10, 2025, and subsequent one-third vestings on February 10, 2026, and February 10, 2027.

Sentiment

Score: 6

Explanation: The filing indicates routine executive compensation activities, including vesting of restricted stock units and share acquisitions through a 401(k) plan, which are generally positive for executive alignment with shareholder interests. The disposition of shares for tax purposes is a standard, neutral event.

Positives

Acquisition of 269 shares of common stock through dividend reinvestment and vested restricted stock units, indicating continued equity accumulation.
Ongoing participation in the Chevron Employee Savings Investment Plan (401(k) Plan), resulting in the acquisition of 851 shares between February and December 2025, demonstrating long-term investment in the company.
Vesting of restricted stock units under the Chevron Corporation 2022 Long-Term Incentive Plan, aligning executive incentives with shareholder value.

Negatives

Disposition of 269 shares of common stock at $149.52 per share to cover required tax obligations, which reduces direct beneficial ownership.

Risks

Future Outlook

The filing details future vesting schedules for restricted stock units, with one-third of the award set to vest on February 10, 2026, and another one-third on February 10, 2027. Shares issued upon vesting are subject to a two-year post-vesting holding period.

Industry Context

This Form 4 filing reflects routine insider transactions for executive compensation and tax planning within the energy sector. Such transactions are common for senior executives in large, established companies like Chevron and do not typically indicate broader industry trends or competitive shifts.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Delegation of Authority	Mark A. Nelson granted a Power of Attorney to several individuals (Mary A. Francis, Christopher A. Butner, Christine L. Cavallo, Kari H. Endries, and Rose Z. Pierson) to manage his SEC filing obligations, including Forms ID, 3, 4, 5, and 144.	April 4, 2025	This streamlines the process for executive compliance with SEC reporting requirements, ensuring timely and accurate filings for insider transactions.

Legal Proceedings

Related Party Transactions

The reported transactions involve Mark A. Nelson, Vice Chairman of Chevron Corporation, acquiring and disposing of company securities, which are considered related party transactions in the context of executive compensation and share ownership.

Stakeholder Impact

Shareholders: The transactions reflect routine executive compensation and share ownership, aligning management's interests with long-term shareholder value through equity incentives and 401(k) participation.
Employees: The mention of the Chevron Employee Savings Investment Plan (401(k) Plan) highlights a benefit available to employees, encouraging long-term investment in the company.

Next Steps

One-third of the restricted stock units will vest on February 10, 2026.
The final one-third of the restricted stock units will vest on February 10, 2027.
Shares issued upon vesting are subject to a two-year post-vesting holding period, which is removed upon termination of employment.

Key Dates

Date	Description
February 6, 2024	Restricted stock units granted under the Chevron Corporation 2022 Long-Term Incentive Plan.
February 10, 2025	One-third of the restricted stock units vested.
April 4, 2025	Effective date of the Power of Attorney granted by Mark A. Nelson.
February 11, 2025	Start date for the period during which Mark A. Nelson acquired 851 shares in the 401(k) plan.
December 17, 2025	Date of reported common stock acquisition and disposition, and end date for 401(k) share acquisition period.
December 19, 2025	Date the Form 4 was signed and filed.
February 10, 2026	Scheduled vesting date for the next one-third of restricted stock units.
February 10, 2027	Scheduled vesting date for the final one-third of restricted stock units.

Recommendation

hold

The Form 4 filing details routine insider transactions for Chevron's Vice Chairman, Mark A. Nelson, involving the vesting of restricted stock units, subsequent tax-related dispositions, and ongoing participation in the company's 401(k) plan. These transactions are standard for executive compensation and do not indicate any material change in the company's operational performance, strategic direction, or financial health. While the executive continues to accumulate shares through long-term incentive plans and retirement savings, the overall impact on the company's valuation or future prospects is neutral. Therefore, a 'hold' recommendation is appropriate as this filing provides no new information to alter an existing investment thesis.

Keywords

Chevron, CVX, Form 4, Insider Trading, Stock Transaction, Restricted Stock Units, 401k, Executive Compensation, Mark A. Nelson, Beneficial Ownership

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