Form 4: Hess COO Reports Full Disposition of Equity Holdings Following Chevron Merger

Gregory P. Hill, Chief Operating Officer and President, E&P of Hess Corporation, reported the disposition of all his Hess common stock, Performance Share Units, and stock options as a result of the company's merger with Chevron Corporation.

Summary

• Gregory P. Hill, COO and President, E&P of Hess Corporation, reported the disposition of all his beneficial ownership in Hess common stock and derivative securities on July 18, 2025.
• This disposition is a direct consequence of the Agreement and Plan of Merger, dated October 22, 2023, between Hess, Yankee Merger Sub Inc., and Chevron Corporation.
• 142,594 shares of Hess common stock were disposed of, including 92,662 shares held in escrow pursuant to the Corporation's Long-Term Incentive Plans.
• Each disposed share of Hess common stock was converted into the right to receive 1.025 shares of Chevron common stock.
• 23,826 Performance Share Units (PSUs) were disposed of; these were deemed earned at the maximum level and converted into a restricted cash award.
• The restricted cash award for PSUs is calculated based on the average closing trading price of Chevron common stock for the 20 business days ending prior to the Effective Time, multiplied by the 1.025 exchange ratio.
• A total of 53,267 Hess stock options, with various exercise prices ranging from $48.48 to $141.55, were disposed of.
• Each disposed Hess stock option was converted into a corresponding Chevron stock option based on the 1.025 exchange ratio, retaining the same terms and conditions.
• Following these reported transactions, Gregory P. Hill beneficially owns 0 shares of Hess common stock and 0 derivative securities of Hess.

Sentiment

Score: 5

Explanation: The document is a factual report of a transaction resulting from a merger, carrying a neutral sentiment. It neither indicates positive nor negative operational performance, but rather a change in equity holdings due to a corporate event.

Positives

• The merger with Chevron Corporation has progressed, leading to the conversion of Hess securities, indicating the successful execution of the merger agreement.
• Performance Share Units were deemed earned at the maximum level, potentially maximizing their value for the holder.
• Hess stock options were converted into Chevron stock options, preserving the equity incentive for the executive within the new combined entity.

Negatives

• The filing itself does not present explicit negatives; it is a factual report of a transaction. The disposition of Hess shares means the executive no longer holds direct equity in Hess Corporation.

Risks

• No new risks are identified in this specific Form 4 filing. The filing reports the outcome of a previously announced merger.

Future Outlook

The filing indicates the completion of the merger between Hess Corporation and Chevron Corporation, leading to the conversion of Hess equity into Chevron equity or cash equivalents. The future outlook for the reporting person's equity holdings is now tied to Chevron's performance, as their Hess stock and options have been converted into Chevron equivalents.

Industry Context

This filing reflects the final stages of the significant merger between Hess Corporation and Chevron Corporation, a major consolidation event within the global oil and gas industry. Such mergers typically aim to enhance scale, optimize portfolios, and achieve synergies, impacting the competitive landscape and potentially setting precedents for further industry consolidation.

Comparison to Industry Standards

• This Form 4 reports a standard process for executive equity conversion following a corporate merger.
• The conversion of shares at a pre-defined exchange ratio (1.025 Chevron shares per Hess share) and the conversion of performance share units and stock options into equivalent Chevron instruments or cash awards are common practices in large-scale corporate acquisitions to ensure continuity of executive incentives and compliance with merger agreements.

Stakeholder Impact

• Shareholders: Hess shareholders had their shares converted into Chevron shares at a 1.025 exchange ratio.
• Employees: Employees holding Hess equity awards, such as Performance Share Units and stock options, had these converted into restricted cash awards or Chevron stock options, preserving their incentive structures within the new entity.

Next Steps

• The reporting person's equity interests are now tied to Chevron Corporation, subject to the terms of the converted awards.

Key Dates

Keywords

SEC Form 4, Hess Corporation, Chevron Corporation, Merger, Insider Transaction, Stock Options, Performance Share Units, Equity Awards, Corporate Governance, Executive Compensation