Wirth Michael K 4
4 · CHEVRON CORP · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Chevron (CVX) CEO Michael Wirth Exercises RSUs and Sells Shares
What Happened
- Michael K. Wirth, Chevron’s Chairman & CEO, had restricted stock units (RSUs) convert to shares that vested on January 31, 2026. He converted/received multiple tranches (51,707 and 8,974 shares) and sold 51,707 shares at $176.90 each for $9,146,968. Separately, 3,871 shares were surrendered/withheld to cover tax withholding at the same $176.90 price (value ~$684,780). The filing also shows a new grant of 65,010 RSUs on February 1, 2026.
Key Details
- Transaction dates: conversions/settlements and sales dated January 31, 2026; new RSU grant dated February 1, 2026. Filing date: February 3, 2026.
- Sale price: $176.90 per share; sale proceeds for 51,707 shares = $9,146,968.
- Tax withholding: 3,871 shares withheld (code F) at $176.90 ≈ $684,780.
- New grant: 65,010 RSUs (code A) granted under Chevron’s LTIP on Feb 1, 2026; these are derivative awards that vest per plan rules (see footnotes).
- Footnote highlights: RSUs are generally economic equivalents of one share and accrue dividend equivalents (some payable in cash); some awards settle in shares and carry a two-year post‑vesting holding period (see F1–F7). The reporting person disclaims beneficial ownership of certain limited partnership‑held shares (F2).
- Shares owned after the transactions are not specified in the provided excerpt.
- Filing appears timely (no late filing flag).
Context
- This is a routine executive vesting/settlement and sell-to-cover transaction: vested RSUs converted to shares, some shares were sold and some surrendered to satisfy tax obligations. Such sales are common when equity awards vest and do not necessarily indicate a change in the executive’s view of the company. The new 65,010 RSU grant represents future compensation subject to vesting rules.
Insider Transaction Report
Form 4
CHEVRON CORPCVX
Wirth Michael K
DirectorChairman and CEO
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-01-31+51,707→ 66,157 total - Disposition to Issuer
Common Stock
2026-01-31$176.90/sh−51,707$9,146,968→ 14,450 total - Exercise/Conversion
Common Stock
[F1]2026-01-31+8,974→ 23,424 total - Tax Payment
Common Stock
2026-01-31$176.90/sh−3,871$684,780→ 19,553 total - Exercise/Conversion
Restricted Stock Units
[F1][F3][F4]2026-01-31−51,707→ 0 total→ Common Stock (51,707 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5][F6]2026-01-31−8,974→ 0 total→ Common Stock (8,974 underlying) - Award
Restricted Stock Units
[F1][F7]2026-02-01+65,010→ 65,010 totalExercise: $0.00→ Common Stock (65,010 underlying)
Holdings
- 17,784(indirect: By Partnership)
Common Stock
[F2] - 18,684(indirect: By 401(k))
Common Stock
- 51(indirect: By Trust)
Common Stock
Footnotes (7)
- [F1]Each restricted stock unit is the economic equivalent of one share of Chevron common stock.
- [F2]The reporting person owns only a 1% general partnership interest in the limited partnership. The remaining limited partnership interests are owned equally by four separate trusts for the benefit of each of the reporting person's children. The reporting person disclaims beneficial ownership of the shares held by the limited partnership except to the extent of his pecuniary interest therein.
- [F3]This number includes dividend equivalents (6,134 shares).
- [F4]Restricted stock units accrue dividend equivalents in the form of additional restricted stock units. The restricted stock units are payable in cash and vested on January 31, 2026.
- [F5]Restricted stock units accrue dividend equivalents in the form of additional restricted stock units and are payable in cash and vested on January 31, 2026.
- [F6]Restricted stock units granted on January 25, 2023 under the Chevron Corporation 2022 Long-Term Incentive Plan. Restricted stock units accrue dividend equivalents in the form of additional restricted stock units. One-third of the shares subject to the award vested on January 31, 2024, January 31, 2025 and January 31, 2026, respectively and settled in shares of Chevron common stock on the date of vesting. Shares issued upon vesting are subject to a two-year post-vesting holding period, which is removed upon termination of employment.
- [F7]Restricted stock units granted under the Chevron Corporation 2022 Long-Term Incentive Plan. Restricted stock units accrue dividend equivalents in the form of additional restricted stock units. One-third of the shares subject to this award will vest on February 1, 2027, February 1, 2028 and February 1, 2029, respectively, and will settle in shares of Chevron common stock on the date of vesting. Shares issued upon vesting are subject to a two-year post-vesting holding period, which is removed upon termination of employment.
Signature
/s/ Rose Z. Pierson, Attorney-in-Fact for Michael K. Wirth|2026-02-03