Form 4: Hess Director's Shares Converted to Chevron Stock Following Merger

Hess Corporation Director Leonard S. Coleman Jr. reported the conversion of his 20,124 Hess common shares into Chevron Corporation common stock as part of the previously announced merger.

Summary

• Leonard S. Coleman Jr., a Director of Hess Corporation, reported the disposition of 20,124 shares of Hess Common Stock.
• Following this transaction, the reporting person beneficially owns 0 shares of Hess Common Stock.
• The disposition occurred on July 18, 2025, which is the effective time of the merger between Hess and Chevron Corporation.
• Each outstanding share of Hess common stock was converted into the right to receive 1.025 shares of Chevron common stock as per the merger agreement dated October 22, 2023.

Sentiment

Score: 7

Explanation: The document reports the expected share conversion following the merger of Hess Corporation with Chevron Corporation, signifying the successful completion of a significant strategic transaction for both companies and their shareholders.

Positives

• The filing confirms the successful completion of the merger between Hess Corporation and Chevron Corporation, providing strategic clarity for former Hess shareholders.
• Hess shareholders received a defined exit value, with each Hess share converting into 1.025 shares of Chevron common stock.

Negatives

• The reporting person no longer holds direct beneficial ownership in Hess Corporation common stock following the merger.

Future Outlook

The future outlook for former Hess shareholders is now tied to the performance and strategic direction of Chevron Corporation, as their Hess shares have been converted into Chevron common stock at a 1.025 exchange ratio.

Industry Context

The reported share conversion is a direct consequence of the merger between Hess Corporation and Chevron Corporation, a major consolidation event within the global oil and gas industry. This merger reflects ongoing trends of consolidation among large energy players seeking to enhance scale, optimize portfolios, and achieve synergies, particularly in light of evolving energy markets and capital allocation strategies.

Comparison to Industry Standards

• The share conversion mechanism, where Hess shares are exchanged for Chevron shares at a fixed ratio (1.025), is a standard practice in all-stock or stock-and-cash mergers within the industry.
• The merger itself, involving two significant players like Hess (known for its Guyana assets) and Chevron (a supermajor), is comparable in scale and strategic rationale to other large-scale energy sector consolidations, such as ExxonMobil's acquisition of Pioneer Natural Resources or Occidental Petroleum's acquisition of Anadarko.

Stakeholder Impact

• Shareholders: Hess shareholders' investment has been converted into Chevron shares, impacting their future returns and exposure to Chevron's business.
• Management: The director's ownership in Hess has ceased, with their investment now held in Chevron shares.

Next Steps

• Former Hess shareholders will now hold shares in Chevron Corporation and their investment performance will be tied to Chevron's future operational and financial results.

Key Dates

Keywords

Hess, Chevron, Merger, Share Conversion, Form 4, Insider Transaction, Director, Beneficial Ownership, HES, CVX