Neff Robert Clay JR 4

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.