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CHEVRON CORP·4

Feb 3, 7:49 PM ET

Neff Robert Clay JR 4

4 · CHEVRON CORP · Filed Feb 3, 2026

Research Summary

AI-generated summary of this filing

Updated

Chevron (CVX) President Upstream Robert Neff Exercises RSUs and Sells Shares

What Happened

  • Robert Clay Neff Jr., President, Upstream at Chevron (CVX), converted/exercised restricted stock units (derivative awards) and the resulting shares were partially sold/withheld. The filing shows conversions for 10,139 and 1,679 shares (total 11,818). Of those, 10,139 shares were disposed to the issuer at $176.90 each for $1,793,589, and 622 shares were withheld to satisfy tax liabilities (622 × $176.90 = $110,032). On Feb 1, 2026 he also received a grant/award of 14,400 restricted stock units.

Key Details

  • Transaction dates and prices:
    • 2026-01-31: Conversion/exercise of derivatives totaling 11,818 shares.
    • 2026-01-31: 10,139 shares disposed to the issuer at $176.90 each = $1,793,589.
    • 2026-01-31: 622 shares withheld/ disposed for tax withholding = $110,032.
    • 2026-02-01: Grant of 14,400 restricted stock units (no cash cost shown).
  • Shares owned after transaction: not specified in the filing.
  • Notable footnotes:
    • These awards are restricted stock units (RSUs) that accrue dividend equivalents and are generally settled in Chevron common stock (see filing footnotes re: dividend equivalents and settlement).
    • Certain awards vested and settled on Jan 31, 2026; another recent award will vest in future years and carries a two‑year post‑vesting holding period.
    • The filing also notes 42 shares acquired under the Chevron 401(k) plan during Dec 18, 2025–Feb 1, 2026, and that some securities are held in a spouse’s custodial account (the reporting person disclaims beneficial ownership of those).
  • Timeliness: Form filed Feb 3, 2026 reporting Jan 31 transactions; the filing does not indicate an untimely report.

Context

  • This was largely a derivative settlement/net-settlement event: RSUs vested/converted and shares were automatically sold to the issuer and/or withheld to cover taxes (a common, routine outcome when awards vest). Such withholding/sales to cover taxes are administrative and do not necessarily signal a change in the insider’s market view.
  • The Feb 1, 2026 award (14,400 RSUs) is a new grant that vests per the plan schedule and includes post-vesting holding restrictions, which is a retention-style award rather than an open-market purchase.

Insider Transaction Report

Form 4
Period: 2026-01-31
CHEVRON CORPCVX
Neff Robert Clay JR
President, Upstream
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-01-31+10,139→ 18,598 total
  • Disposition to Issuer

    Common Stock

    2026-01-31$176.90/sh−10,139$1,793,589→ 8,459 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-01-31+1,679→ 10,138 total
  • Tax Payment

    Common Stock

    2026-01-31$176.90/sh−622$110,032→ 9,516 total
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F4][F5]
    2026-01-31−10,139→ 0 total
    Exercise: $0.00→ Common Stock (10,139 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F6][F7]
    2026-01-31−1,679→ 0 total
    Exercise: $0.00→ Common Stock (1,679 underlying)
  • Award

    Restricted Stock Units

    [F1][F8]
    2026-02-01+14,400→ 14,400 total
    Exercise: $0.00→ Common Stock (14,400 underlying)
Holdings

  • Common Stock

    [F2]
    (indirect: By 401(k))
    9,944

  • Common Stock

    [F3]
    (indirect: By Spouse)
    1
Footnotes (8)
  • [F1]Each restricted stock unit is the economic equivalent of one share of Chevron common stock.
  • [F2]Between December 18, 2025 and February 1, 2026, the reporting person acquired 42 shares of Chevron common stock under the Chevron Employee Savings Investment Plan, a 401(k) plan.
  • [F3]These securities are held by the reporting person's spouse in a custodial account. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
  • [F4]This number includes dividend equivalents (113 shares).
  • [F5]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.
  • [F6]This number includes dividend equivalents (19 shares).
  • [F7]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.
  • [F8]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 Robert Clay Neff, Jr.|2026-02-03

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT