Form 4: Hess Senior VP Reports Disposition of Securities Following Chevron Merger Agreement

A senior executive at Hess Corporation reported the disposition of common stock, performance share units, and stock options, converted into Chevron shares and cash, pursuant to the merger agreement with Chevron Corporation.

Summary

• Barbara J Lowery-Yilmaz, Senior Vice President of Hess Corp, reported the disposition of her beneficial ownership in Hess securities.
• The transaction occurred on July 18, 2025, as a result of the Agreement and Plan of Merger dated October 22, 2023, between Hess, Yankee Merger Sub Inc., and Chevron Corporation.
• 158,905 shares of Hess Common Stock, including 28,722 shares held in escrow, were disposed of. These shares were converted into the right to receive 1.025 shares of Chevron common stock per Hess share.
• 7,383 Performance Share Units (PSUs) were disposed of. These PSUs were deemed earned at the maximum level and converted into a restricted cash award. The cash amount per PSU was 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.
• A total of 22,270 Hess stock options were disposed of, converted into corresponding Chevron stock options based on the 1.025 exchange ratio, maintaining their original terms and conditions. The exercise prices for these options ranged from $75.04 to $141.55.

Sentiment

Score: 5

Explanation: Neutral, as this is a factual report of an insider transaction resulting from a merger, not a performance update or strategic announcement.

Positives

• The merger agreement ensures a clear conversion mechanism for Hess securities into Chevron shares or cash, providing liquidity and a defined value for former Hess shareholders and equity award holders.
• Performance Share Units were earned at the maximum level, benefiting the reporting person.

Negatives

• The disposition of Hess securities means the reporting person no longer holds direct equity in Hess Corporation, reflecting the company's absorption into Chevron.

Future Outlook

The document primarily reports a past transaction (the effect of the merger) and its consequences for the reporting person's holdings. It does not provide forward-looking statements or guidance on the combined entity's future performance.

Industry Context

This filing is a direct consequence of the significant merger between Hess Corporation and Chevron Corporation, a major consolidation event in the global oil and gas industry. This merger aims to enhance Chevron's portfolio, particularly in Guyana, a key growth region for oil production. Such large-scale mergers reflect ongoing trends of consolidation and strategic asset acquisition within the energy sector to achieve economies of scale, expand reserves, and optimize operational efficiencies.

Stakeholder Impact

• Shareholders of Hess Corporation are directly impacted as their shares are converted into Chevron Corporation shares or cash, altering their investment vehicle and future exposure.
• Employees holding equity compensation in Hess Corporation, such as PSUs and stock options, have their awards converted into Chevron equivalents or cash, affecting their compensation structure and future incentives.

Key Dates

Keywords

SEC Form 4, Hess Corp, Chevron Corp, Merger, Insider Transaction, Stock Options, Performance Share Units, Equity Compensation, Corporate Acquisition, HES, CVX