GUSTAVSON JEFF B 4

What Happened

• Jeff B. Gustavson, President, New Energies at Chevron, had restricted stock units (derivatives) convert to Chevron common shares on Jan 31, 2026 and disposed of a portion of those shares. Specifically, 2,943 shares were disposed to the issuer at $176.90 for $520,617, and 239 shares were surrendered to cover tax liability at $176.90 for $42,279 (total cash value reported ≈ $562,896). Additional conversions of 839 and 2,943 derivative units are shown as derivative dispositions in the filing. On Feb 1, 2026 he was also granted 6,730 restricted stock units (RSUs) under Chevron’s long-term incentive plan.

Key Details

• Transaction dates/prices: conversions and dispositions on 2026-01-31; reported dispositions at $176.90 per share (2,943 shares = $520,617; 239 shares = $42,279). Grant reported 2026-02-01 for 6,730 RSUs (no cash value reported).
• Shares owned after transaction: Not specified in this filing.
• Footnotes of note:
  • RSUs are economically equivalent to one share of Chevron common stock and accrue dividend equivalents as additional RSUs (footnotes F1–F3).
  • The vested RSUs referenced were payable/vested on Jan 31, 2026 and shares issued upon vesting are subject to a two‑year post‑vesting holding period (F2, F4).
  • The Feb 1, 2026 grant (6,730 RSUs) carries multi‑year vesting (one‑third each year beginning 2027) and a two‑year post‑vesting holding period (F5).
• Filing: Report filed Feb 3, 2026 (no late‑filing flag indicated on the form).

Context

• The filing reflects RSU conversions/settlements rather than an open‑market sale by the insider. Transaction codes: M = conversion/exercise of derivative (RSU conversion), D = disposition to issuer, F = shares surrendered/payments to satisfy tax obligations. Converting RSUs and surrendering shares to cover taxes is a routine settlement activity and does not necessarily indicate a purchase or directional market view.