Wirth Michael K 4

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.