Form 4: Hess Director David McManus Reports Share Conversion Following Chevron Merger

Hess Corporation Director David McManus reported the conversion of 41,466 shares of Hess common stock into Chevron Corporation shares as a result of the merger agreement dated October 22, 2023.

Summary

• David McManus, a Director of Hess Corporation, reported a change in beneficial ownership.
• On July 18, 2025, 41,466 shares of Hess Common Stock, $1.00 par value, directly owned by Mr. McManus, were disposed of.
• Following this transaction, Mr. McManus beneficially owns 0 shares of Hess Common Stock.
• This disposition occurred due to the Agreement and Plan of Merger, dated October 22, 2023, between 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.

Sentiment

Score: 7

Explanation: The filing reports a routine, expected transaction resulting from a major corporate merger. It reflects the successful completion of a strategic event, which is generally positive for the companies involved, though it marks the end of Hess as an independent entity for its shareholders.

Positives

• The transaction is a result of a completed merger, indicating a strategic corporate event has finalized.
• Shareholders of Hess, including the reporting person, received shares of Chevron, a larger integrated energy company, potentially offering diversification and stability.

Negatives

• The reporting person no longer holds direct beneficial ownership in Hess Corporation, as the company's shares have been converted.

Future Outlook

NA

Industry Context

This transaction reflects the ongoing consolidation trend within the energy sector, where larger players like Chevron acquire smaller or mid-sized companies like Hess to expand reserves, production, and market share, particularly in key regions like Guyana.

Comparison to Industry Standards

• The exchange ratio of 1.025 shares of Chevron for each Hess share is a specific term of the merger agreement, which would have been negotiated based on market valuations, strategic synergies, and asset quality, similar to other major oil and gas mergers (e.g., ExxonMobil's acquisition of Pioneer Natural Resources, or Occidental Petroleum's acquisition of Anadarko Petroleum).
• Such share-for-share mergers are common in the industry, allowing for tax-efficient transactions for shareholders and integration of assets.

Stakeholder Impact

• Shareholders: Hess shareholders, including the reporting person, have had their shares converted into Chevron shares, changing their investment vehicle and potentially their risk/reward profile.
• Employees: While not directly stated, mergers often lead to organizational restructuring and potential impacts on employees.
• Customers/Suppliers: The merger could lead to changes in operational strategies, potentially affecting customer and supplier relationships over time.

Key Dates

Keywords

Hess Corporation, Chevron Corporation, Merger, Form 4, Beneficial Ownership, Share Conversion, David McManus, Director, SEC Filing, Corporate Action