Form 4: Hess Director Disposes of All Shares Following Chevron Merger Completion

Hess Corp. Director Terrence J. Checki reported the disposition of all his Hess common stock holdings, totaling 32,734.5007 shares, as a result of the company's merger with Chevron Corporation.

Summary

• Terrence J. Checki, a Director of Hess Corp., filed a Form 4 reporting a change in beneficial ownership.
• The filing indicates a disposition of 32,734.5007 shares of Hess common stock on July 18, 2025.
• Following this transaction, Mr. Checki's beneficial ownership of Hess common stock is 0 shares.
• The disposition was a direct consequence of the Agreement and Plan of Merger, dated October 22, 2023, between Hess, Yankee Merger Sub Inc., and Chevron Corporation.
• Under the merger terms, each outstanding share of Hess common stock was converted into the right to receive 1.025 shares of Chevron common stock.
• The shares disposed of included those previously acquired by Mr. Checki pursuant to a dividend reinvestment plan in accordance with Rule 16a-11.

Sentiment

Score: 7

Explanation: The document reports an expected outcome of a major corporate event (merger completion). While it signifies the end of Hess as an independent entity, the merger itself was a strategic move for shareholders. The disposition of shares by a director is a procedural consequence of this event, not inherently positive or negative in isolation, but the merger is generally viewed as a positive strategic move for Hess shareholders.

Positives

• The completion of the merger with Chevron Corporation signifies a major strategic milestone for Hess Corp. and its shareholders.
• The fixed exchange ratio of 1.025 Chevron shares for each Hess share provides clear terms for the conversion of shareholder value.

Negatives

• The disposition of all Hess shares by a director means the director no longer holds direct equity in Hess Corp., as it has merged into Chevron.

Future Outlook

The document indicates the completion of the merger between Hess Corp. and Chevron Corporation, leading to the conversion of Hess shares into Chevron shares. This signifies the integration of Hess into Chevron's operations and the cessation of Hess as an independent publicly traded entity.

Industry Context

This transaction reflects the ongoing consolidation trend within the energy sector, particularly among major oil and gas producers. The merger of Hess Corp. with Chevron Corporation is a significant event, creating a larger, more diversified entity with enhanced operational scale and asset portfolios, especially in key regions like Guyana.

Comparison to Industry Standards

• The merger exchange ratio of 1.025 Chevron shares for each Hess share is a specific term of this particular acquisition.
• A comprehensive comparison to industry standards would involve analyzing the premium paid relative to Hess's pre-merger valuation and other recent M&A transactions in the oil and gas sector, such as ExxonMobil's acquisition of Pioneer Natural Resources or Occidental Petroleum's acquisition of Anadarko. However, this Form 4 does not provide the necessary financial details for such a comprehensive valuation comparison, only the mechanics of the share conversion.

Stakeholder Impact

• Shareholders: Hess shareholders' investment has been converted into Chevron shares, impacting their future returns based on Chevron's performance.
• Employees: Hess employees will now be part of Chevron, potentially leading to integration and restructuring.
• Customers/Suppliers: Operations will continue under Chevron, potentially leading to changes in relationships or contracts over time.

Next Steps

• Integration of Hess Corp. assets and operations into Chevron Corporation.
• Hess shareholders will now hold Chevron shares and be subject to Chevron's corporate governance and financial performance.

Key Dates

Keywords

Hess Corp, HES, Chevron Corporation, Merger, Form 4, Insider Transaction, Stock Disposition, Corporate Governance