Form 4: Hess Director Converts Shares to Chevron Stock Following Merger Completion

Raymond J. McGuire, a director of Hess Corporation, has disposed of all his Hess common stock, converting them into Chevron Corporation shares as part of the previously announced merger agreement.

Summary

• Raymond J. McGuire, a director of Hess Corporation, reported the disposition of 5,936 shares of Hess Common Stock, $1.00 par value, on July 18, 2025.
• Following this transaction, McGuire beneficially owns 0 shares of Hess Common Stock.
• This disposition occurred pursuant to the Agreement and Plan of Merger, dated October 22, 2023, by and among Hess, Yankee Merger Sub Inc., and Chevron Corporation.
• At the effective time of the merger, each outstanding share of Hess common stock was converted into the right to receive 1.025 shares of Chevron common stock.
• The reporting person is no longer subject to Section 16 reporting obligations for Hess.

Sentiment

Score: 7

Explanation: The filing reports the expected completion of a merger, which is generally a positive outcome for the acquired company's shareholders as they receive shares in a larger entity. There are no negative surprises or delays indicated.

Positives

• The completion of the merger provides Hess shareholders with shares in Chevron, a larger, diversified energy company.
• The fixed exchange ratio of 1.025 Chevron shares for each Hess share provides clarity on the value received by Hess shareholders.

Negatives

• Hess Corporation ceases to exist as an independent publicly traded entity.

Future Outlook

The merger's completion means former Hess shareholders now hold Chevron shares, integrating Hess's assets and operations into Chevron's portfolio.

Industry Context

This transaction reflects the ongoing consolidation trend within the global oil and gas industry, where larger players like Chevron acquire smaller or mid-sized companies to expand reserves, production, and market share, particularly in strategic basins.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Hess shareholders' common stock was converted into Chevron common stock at an exchange ratio of 1.025 shares of Chevron for each Hess share.
• Employees: While not explicitly detailed in this Form 4, mergers typically lead to integration and potential restructuring of employee roles and departments.

Next Steps

• Former Hess shareholders will now hold shares of Chevron Corporation.

Key Dates

Keywords

Hess Corporation, Chevron Corporation, Merger, Acquisition, Form 4, Insider Transaction, Share Conversion, Beneficial Ownership, Oil and Gas