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

A Hess Corporation director reported the conversion of all his Hess common stock into Chevron Corporation shares, effective July 18, 2025, as a result of the previously announced merger agreement.

Summary

• James H. Quigley, a Director of Hess Corporation, reported a change in his beneficial ownership of Hess common stock.
• On July 18, 2025, 21,409.877 shares of Hess Common Stock, with a $1.00 par value, were disposed of.
• 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 common stock.
• Following this transaction, James H. Quigley beneficially owns 0 shares of Hess Corporation.
• The reporting person is no longer subject to Section 16 obligations for Hess Corporation.

Sentiment

Score: 7

Explanation: The filing reports the expected conversion of Hess shares into Chevron shares due to a pre-announced merger, which is a neutral, procedural update confirming the progression of a significant corporate transaction.

Positives

• The filing confirms the progression of the merger agreement between Hess Corporation and Chevron Corporation, indicating the transaction is moving towards completion.
• Hess shareholders, including the reporting director, are receiving a defined exchange ratio of 1.025 shares of Chevron common stock for each Hess share, providing clarity on the merger terms.

Future Outlook

The future outlook involves the completion of the merger between Hess Corporation and Chevron Corporation, effective July 18, 2025, at which point all outstanding Hess common stock will be converted into Chevron common stock at a 1.025 exchange ratio.

Industry Context

This filing reflects a major consolidation event within the oil and gas industry, specifically the acquisition of Hess Corporation by Chevron Corporation, which is a key strategic move for Chevron to expand its asset base, particularly in Guyana. Such mergers are indicative of ongoing consolidation trends in the energy sector driven by scale, efficiency, and resource acquisition.

Comparison to Industry Standards

• The exchange ratio of 1.025 shares of Chevron common stock for each Hess share is a specific term of the merger agreement. This ratio would typically be evaluated by financial analysts against the pre-announcement trading prices of both companies, the implied premium paid for Hess, and comparable M&A transactions in the upstream oil and gas sector.
• Recent large-scale energy mergers, such as ExxonMobil's acquisition of Pioneer Natural Resources or Occidental Petroleum's acquisition of Anadarko Petroleum, involved specific exchange ratios and premiums that set benchmarks for valuation in the industry.
• The strategic rationale for Chevron's acquisition of Hess, particularly its Guyana assets, aligns with industry trends of major integrated oil companies seeking to secure long-term, low-cost production growth.

Stakeholder Impact

• Shareholders of Hess Corporation will have their common stock converted into Chevron Corporation common stock at an exchange ratio of 1.025 shares of Chevron for each Hess share, fundamentally altering their investment in Hess.

Next Steps

• Completion of the merger between Hess Corporation and Chevron Corporation on or around July 18, 2025.
• Conversion of all remaining outstanding Hess common stock into Chevron common stock at the 1.025 exchange ratio.

Key Dates

Keywords

Hess Corporation, Chevron Corporation, Merger, Acquisition, SEC Form 4, Insider Transaction, Share Conversion, Beneficial Ownership, Director, Energy Sector