Form 4: Hess Senior VP Converts Equity Holdings Following Chevron Merger Completion

Hess Corporation Senior Vice President Geurt G. Schoonman has reported the disposition of all his Hess common stock and the conversion of his performance share units and stock options into Chevron equity and cash awards, effective July 18, 2025, as a result of the merger with Chevron Corporation.

Summary

• Geurt G. Schoonman, Senior Vice President of Hess Corp., reported the disposition of 51,872 shares of Hess Common Stock, $1.00 par value, on July 18, 2025.
• This disposition includes 27,417 shares held in escrow under the Corporation's Long Term Incentive Plans.
• The transaction occurred pursuant to the Agreement and Plan of Merger dated October 22, 2023, 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 at the merger's effective time.
• 7,047 2023 Performance Share Units (PSUs) were deemed earned at the maximum level and converted into a restricted cash award.
• The cash amount for PSUs is based on the average closing trading price of Chevron common stock for the 20 business days ending prior to the effective time, multiplied by the 1.025 exchange ratio.
• Hess stock options, including tranches of 2,206, 2,206, 2,207, and 3,038 units, were converted into corresponding Chevron stock options based on the 1.025 exchange ratio.
• Following these transactions, Geurt G. Schoonman holds 0 shares of Hess Common Stock and 0 derivative securities of Hess.

Sentiment

Score: 7

Explanation: The sentiment is positive as the filing confirms the completion of a major merger and the favorable conversion of the executive's performance share units at their maximum earned level.

Positives

• Performance Share Units (PSUs) were deemed earned at the maximum level, which is favorable for the reporting person.
• The completion of the merger provides clarity and finality regarding the executive's equity holdings in the combined entity.

Future Outlook

The filing indicates the completion of the merger between Hess and Chevron, resulting in the conversion of Hess equity into Chevron equity or cash, aligning the reporting person's future financial interests with Chevron Corporation.

Industry Context

This filing reflects the finalization of a significant merger and acquisition event within the global oil and gas industry, where Hess Corporation's assets and equity are integrated into Chevron Corporation. Such transactions reshape competitive landscapes and consolidate market power among major players.

Stakeholder Impact

• Hess shareholders are impacted by the conversion of their Hess shares into Chevron shares, aligning their investment with Chevron's performance.
• Employees, including the reporting person, have their equity-based compensation tied to Hess converted into Chevron-based awards or cash, reflecting the change in corporate structure.

Key Dates

Keywords

Hess Corporation, Chevron Corporation, Merger, SEC Form 4, Insider Transaction, Executive Compensation, Stock Options, Performance Share Units, Equity Conversion, HES, CVX