Form 4: Hess Director Marc Lipschultz Reports Share Conversion Post-Chevron Merger

Marc S. Lipschultz, a director at Hess Corporation, reported the conversion of his Hess common stock into Chevron common stock as part of the merger agreement.

Summary

• Marc S. Lipschultz, a Director of Hess Corporation, reported a transaction on July 18, 2025.
• The transaction involved the disposition of 22,120 shares of Hess Common Stock, $1.00 par value.
• This disposition occurred pursuant 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 Corporation common stock.
• Following this reported transaction, Marc S. Lipschultz beneficially owns 0 shares of Hess Common Stock.

Sentiment

Score: 5

Explanation: A Form 4 is a factual report of an insider transaction, specifically a share conversion due to a merger. It does not convey positive or negative sentiment about the company's ongoing operations or financial health, but rather confirms a procedural step in a major corporate event.

Positives

• The merger agreement with Chevron Corporation has progressed to the point of share conversion for insiders, indicating the transaction is moving forward as planned.

Future Outlook

The merger of Yankee Merger Sub Inc. with and into Hess is expected to result in the conversion of Hess common stock into Chevron common stock at an exchange ratio of 1.025.

Industry Context

The document reports an insider transaction related to a significant merger in the energy sector, specifically involving Hess Corporation and Chevron Corporation. Such mergers are common in the oil and gas industry, driven by consolidation, asset acquisition, and strategic positioning. This particular merger signifies a major shift in Hess's corporate structure and ownership, integrating its assets and operations into Chevron's larger portfolio.

Stakeholder Impact

• Shareholders: Hess shareholders (including insiders like Marc S. Lipschultz) will become Chevron shareholders, receiving 1.025 shares of Chevron for each Hess share.

Next Steps

• The completion of the merger of Yankee Merger Sub Inc. with and into Hess, leading to the full conversion of Hess common stock into Chevron common stock.

Key Dates

Keywords

Hess Corporation, Chevron Corporation, Merger, Form 4, Insider Transaction, Share Conversion, Marc S. Lipschultz, SEC Filing