Form 4: Chevron Vice Chairman Sells Shares After Option Exercise
Insider Transaction Report
Chevron Vice Chairman Mark A. Nelson reported exercising stock options and restricted stock units, subsequently selling a significant portion of the acquired common stock.
Summary
- Mark A. Nelson, Vice Chairman of Chevron Corp, reported multiple transactions involving Chevron common stock and derivative securities.
- On January 31, 2026, Nelson acquired 13,347 shares and 2,912 shares of common stock through the vesting of restricted stock units (RSUs) at an exercise price of $0.
- On the same date, he disposed of 13,347 shares at $176.9 and 1,265 shares (for tax withholding) at $176.9.
- On February 2, 2026, Nelson exercised non-qualified stock options, acquiring 18,100 shares at $117.24 and 27,700 shares at $125.35.
- Immediately following the option exercises, he sold 18,100 shares at a weighted-average price of $174.2806 and 27,700 shares at a weighted-average price of $174.0926.
- Nelson also acquired 18 shares of Chevron common stock through the 401(k) plan between December 18, 2025, and February 2, 2026, bringing his indirect beneficial ownership in the plan to 18,890 shares.
- A new grant of 24,120 restricted stock units was made on February 1, 2026, vesting in thirds on February 1, 2027, 2028, and 2029.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral event. The transactions represent routine executive compensation activities, including the exercise of options and vesting of RSUs, followed by sales for liquidity and tax purposes. There is no indication of a change in company fundamentals or strategic direction.
Positives
- Vesting of restricted stock units (RSUs) at an exercise price of $0, indicating previously granted equity compensation becoming available.
- Exercise of non-qualified stock options at prices significantly below the market sale prices, indicating a profitable transaction for the insider.
- A new grant of 24,120 restricted stock units on February 1, 2026, demonstrating continued equity compensation for the Vice Chairman.
- Acquisition of 18 shares through the Chevron Employee Savings Investment Plan (401(k) Plan), increasing indirect beneficial ownership.
Negatives
- Significant sales of common stock following the exercise of options and vesting of RSUs, totaling 13,347 shares at $176.9, 18,100 shares at $174.2806, and 27,700 shares at $174.0926.
- Disposal of 1,265 shares for tax withholding purposes.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that insider transactions, such as those reported in a Form 4, are common occurrences for executives receiving equity compensation. While these transactions provide transparency into an insider's holdings and compensation realization, they typically do not reflect broader industry trends or strategic shifts for the energy sector, which Chevron operates within.
Related Party Transactions
- The reported transactions are inherently related party dealings, involving the Vice Chairman, Mark A. Nelson, and the issuer, Chevron Corp, as part of his equity compensation and subsequent share dispositions.
Stakeholder Impact
- Shareholders: Provides transparency into executive compensation realization and changes in insider holdings. The sales could be perceived as a slight negative if interpreted as a lack of confidence, but are more likely routine for liquidity/diversification.
- Employees: The structure of equity compensation (RSUs, stock options) is visible, which can be relevant for other employees with similar plans.
Next Steps
- One-third of the 24,120 Restricted Stock Units granted on February 1, 2026, will vest on February 1, 2027, February 1, 2028, and February 1, 2029, respectively.
- Shares issued upon vesting of RSUs are subject to a two-year post-vesting holding period, which is removed upon termination of employment.
Key Dates
| Date | Description |
|---|---|
| 2017-01-25 | Grant date for Non-Qualified Stock Option (Right to Buy) with exercise price $117.24. |
| 2018-01-31 | Grant date for Non-Qualified Stock Option (Right to Buy) with exercise price $125.35. Also, first vesting date for 2017 option. |
| 2019-01-31 | Second vesting date for 2017 option and first vesting date for 2018 option. |
| 2020-01-31 | Third vesting date for 2017 option and second vesting date for 2018 option. |
| 2021-01-31 | Third vesting date for 2018 option. |
| 2023-01-25 | Grant date for Restricted Stock Units under the Chevron Corporation 2022 Long-Term Incentive Plan. |
| 2024-01-31 | First vesting date for Restricted Stock Units granted on January 25, 2023. |
| 2025-01-31 | Second vesting date for Restricted Stock Units granted on January 25, 2023. |
| 2025-12-18 | Start date of period during which 18 shares were acquired under the 401(k) plan. |
| 2026-01-31 | Vesting date for certain Restricted Stock Units. Also, third vesting date for Restricted Stock Units granted on January 25, 2023. Earliest transaction date reported in the filing. |
| 2026-02-01 | Grant date for 24,120 Restricted Stock Units under the Chevron Corporation 2022 Long-Term Incentive Plan. |
| 2026-02-02 | Transaction date for option exercises and subsequent sales. End date of period during which 18 shares were acquired under the 401(k) plan. |
| 2026-02-03 | Signature date of the filing. |
| 2027-01-25 | Expiration date for Non-Qualified Stock Option (Right to Buy) with exercise price $117.24. |
| 2027-02-01 | First vesting date for Restricted Stock Units granted on February 1, 2026. |
| 2028-01-31 | Expiration date for Non-Qualified Stock Option (Right to Buy) with exercise price $125.35. |
| 2028-02-01 | Second vesting date for Restricted Stock Units granted on February 1, 2026. |
| 2029-02-01 | Third vesting date for Restricted Stock Units granted on February 1, 2026. |
Recommendation
holdThe filing details routine insider transactions by a Vice Chairman, involving the exercise of stock options and vesting of restricted stock units, followed by sales. These actions are typical for executives realizing compensation and managing personal portfolios, rather than signaling a change in the company's fundamental outlook. The new RSU grant also indicates continued long-term incentive alignment. Therefore, the filing itself does not provide a basis for a change in investment recommendation, suggesting a 'hold' position remains appropriate based solely on this disclosure.
Keywords
Chevron, CVX, Insider Trading, Form 4, Stock Options, Restricted Stock Units, Equity Compensation, Share Sale, Executive Compensation, Mark A. Nelson
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