Form 4: Hess EVP & CFO Rielly's Equity Holdings Converted Post-Chevron Merger

Hess Corporation's Executive Vice President and Chief Financial Officer, John P. Rielly, reported the conversion of his Hess equity holdings into Chevron shares and cash awards following the merger agreement.

Summary

• John P. Rielly, EVP and CFO of Hess Corporation, is no longer subject to Section 16 obligations, with transactions made pursuant to a Rule 10b5-1(c) plan.
• As of July 18, 2025, Rielly's directly held 365,637 shares of Hess Common Stock, including 39,189 shares in escrow, were converted to 0 shares.
• An additional 5,059 shares of Hess Common Stock held indirectly via a 401(k) plan were also converted to 0 shares.
• The conversions occurred due to the merger agreement dated October 22, 2023, between Hess and Chevron Corporation, where each Hess common stock share was converted into the right to receive 1.025 shares of Chevron common stock.
• 10,067 Performance Share Units (PSUs) were deemed earned at the maximum level and converted into a restricted cash award.
• The cash award for PSUs is calculated based on the average closing trading price of Chevron common stock for 20 business days prior to the merger's effective time, multiplied by the 1.025 exchange ratio.
• Multiple tranches of Hess stock options, with exercise prices ranging from $49.72 to $141.55, were converted into corresponding Chevron stock options based on the 1.025 exchange ratio.

Sentiment

Score: 5

Explanation: The document is a factual report of changes in beneficial ownership due to a corporate merger, presenting a neutral sentiment. It does not contain positive or negative performance indicators.

Positives

• Performance Share Units were deemed earned at the maximum level, converting into a restricted cash award for the executive.
• Hess stock options were converted into corresponding Chevron stock options, maintaining the executive's equity incentive alignment with the new entity.

Future Outlook

The document does not provide forward-looking statements or guidance regarding the company's future performance or strategic direction beyond the implications of the completed merger.

Industry Context

This filing reflects the finalization of a significant merger in the oil and gas industry, where Chevron Corporation acquired Hess Corporation. Such consolidations typically aim to enhance operational scale, optimize asset portfolios, and achieve synergies, impacting the competitive landscape of the energy sector.

Stakeholder Impact

• Shareholders: Hess shareholders had their shares converted into Chevron shares based on the merger agreement's exchange ratio.
• Executive (John P. Rielly): His equity compensation (common stock, PSUs, stock options) was converted or cashed out in accordance with the merger terms, aligning his future incentives with Chevron.

Key Dates

Keywords

Hess Corporation, Chevron Corporation, Merger, SEC Form 4, Insider Trading, Executive Compensation, Equity Conversion, Stock Options, Performance Share Units, Rule 10b5-1