Form 4: Hess CEO John Hess Disposes of All Company Securities Following Chevron Merger Agreement

Hess Corporation CEO John B. Hess has reported the complete disposition of his beneficial ownership in Hess common stock and derivative securities, effective July 18, 2025, as a result of the merger with Chevron Corporation.

Summary

• John B. Hess, the Chief Executive Officer and a Director of Hess Corporation, reported the disposition of all his beneficial ownership in Hess common stock and derivative securities.
• The transactions occurred on July 18, 2025, pursuant to the Agreement and Plan of Merger dated October 22, 2023, between Hess, Yankee Merger Sub Inc., and Chevron Corporation.
• A total of 344,421 directly owned shares of common stock, including 144,747 shares held in escrow, were disposed of.
• Indirectly owned common stock totaling 9,112,108 shares, held through various entities such as a limited partnership (7,067,802 shares), a family LLC (28,753 shares), another limited liability company (300,000 shares), and trusts (7,109 and 1,734,679 shares), as well as a 401(k) (74,365 shares), were also disposed of.
• All 38,591 outstanding 2023 Performance Share Unit (PSU) awards were deemed earned at the maximum level and converted into restricted cash awards.
• All outstanding Hess stock options, with various exercise prices ranging from $49.72 to $141.55, were converted into corresponding Chevron stock options.
• Following these reported transactions, John B. Hess holds 0 shares of Hess common stock and 0 derivative securities of Hess.

Sentiment

Score: 7

Explanation: The filing reports the expected completion of a major corporate merger, which is generally a positive outcome for the acquired company's shareholders as it provides liquidity and integration into a larger entity. The disposition of shares is a procedural step in this process.

Positives

• The disposition of shares and derivatives is a direct result of the merger with Chevron, indicating the transaction is proceeding as planned and reaching its final stages.
• Performance Share Units were deemed earned at the maximum level, which is a favorable outcome for the reporting person.
• Hess shareholders, including the CEO, will receive Chevron shares or cash equivalents, integrating them into a larger, diversified energy company.

Negatives

• The complete disposition of all Hess securities means the reporting person no longer has direct ownership in Hess Corporation, as it will cease to exist as an independent entity post-merger.

Future Outlook

The document indicates the completion of the merger with Chevron Corporation, leading to the conversion of Hess securities into Chevron securities or cash equivalents. This signifies the integration of Hess into Chevron's operations.

Management Comments

• "Pursuant to the Agreement and Plan of Merger, dated October 22, 2023 (as amended, the 'merger agreement'), by and among Hess, Yankee Merger Sub Inc. ('Merger Sub') and Chevron Corporation ('Chevron'), at the effective time of the merger of Merger Sub with and into Hess on the closing date (the 'Effective Time'), each outstanding share of common stock of Hess (except as otherwise specified in the merger agreement) was converted into the right to receive 1.025 (the 'exchange ratio') shares of common stock of Chevron."
• "Pursuant to the merger agreement, at the Effective Time, each then outstanding Performance Share Unit (PSU) award was deemed to be earned at the maximum level and converted into a restricted cash award..."
• "Pursuant to the merger agreement, at the Effective Time each then outstanding Hess stock option was converted into a corresponding Chevron stock option based on the exchange ratio..."

Industry Context

This filing reflects the final stages of a significant consolidation event in the global oil and gas industry, where Chevron, a supermajor, is acquiring Hess Corporation. This merger is expected to enhance Chevron's portfolio, particularly in Guyana's prolific Stabroek Block, and reshape the competitive landscape for major energy producers.

Stakeholder Impact

• Shareholders: Hess shareholders, including the CEO, have their Hess shares converted into Chevron shares (or cash for PSUs), effectively becoming shareholders of Chevron.
• Employees: While not explicitly detailed, the merger will likely lead to integration of Hess employees into Chevron, potentially impacting roles and organizational structure.
• Creditors: The merger typically involves the assumption of liabilities by the acquiring entity, impacting Hess's creditors by changing their counterparty to Chevron.

Next Steps

• The effective integration of Hess's assets and operations into Chevron.
• Further regulatory filings related to the merger's completion and the new ownership structure.

Key Dates

Keywords

Hess Corporation, Chevron Corporation, Merger, SEC Form 4, Insider Transaction, Beneficial Ownership, Stock Options, Performance Share Units, Equity Securities, Corporate Acquisition, Oil and Gas