NELSON MARK A 4
4 · CHEVRON CORP · Filed Feb 3, 2026
Research Summary
AI-generated summary of this filing
Chevron (CVX) Vice Chairman Mark A. Nelson Exercises Options, Sells Shares
What Happened
Mark A. Nelson, Vice Chairman of Chevron (CVX), exercised multiple option grants and received restricted stock units, then sold a portion of the resulting shares. Key transactions: dispositions to the issuer and open-market sales of 13,347 / 18,100 / 27,700 shares at weighted-average prices near $174–$177, producing roughly $10.6 million in proceeds when including shares withheld for taxes. Several option exercises show exercise prices (e.g., $117.24 and $125.35) and resulted in immediate sales of the acquired shares.
Key Details
- Primary dates and trades:
- 2026-01-31: Exercise/conversion of derivative for 13,347 and 2,912 shares; 13,347 shares disposed to issuer at $176.90 for $2,361,084; 1,265 shares withheld for taxes at $176.90 ($223,779).
- 2026-02-01: Grant/award of 24,120 restricted stock units (RSUs) reported as acquired (derivative).
- 2026-02-02: Exercised/conversion of 18,100 shares (exercise price $117.24) and immediately sold 18,100 shares in the open market at a weighted-average $174.28 for $3,154,479.
- 2026-02-02: Exercised/conversion of 27,700 shares (exercise price $125.35) and immediately sold 27,700 shares in the open market at a weighted-average $174.09 for $4,822,365.
- Total proceeds (sales + withholding): ~ $10.6 million (includes $223,779 in shares surrendered/withheld for taxes).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Notable footnotes:
- F1/F6/F8/F9: Many awards are RSUs (economic equivalent of shares); some vested Jan 31, 2026 and others have multi-year vesting/holding conditions.
- F10/F11: Option grants dated 1/25/2017 and 1/31/2018 (vesting schedules noted).
- F2/F3: Some open-market sales executed in multiple trades; reported prices are weighted averages (ranges provided in footnotes).
- Timeliness: Filing shows transactions through Feb 2 and was filed Feb 3; no late filing is indicated in the information provided.
Context
- These transactions consist mainly of option exercises and RSU settlements followed by immediate sales (a common cashless / sell-to-cover pattern to pay exercise costs and taxes). For retail investors, such activity is typically compensation-related rather than a straightforward directional vote on the company; the filing does not attempt to state motivations. Transaction codes: M = option exercise/conversion, S = open-market sale, D = disposition to issuer, F = tax withholding, A = award/grant.
Insider Transaction Report
Form 4
CHEVRON CORPCVX
NELSON MARK A
Vice Chairman
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-01-31+13,347→ 18,861 total - Disposition to Issuer
Common Stock
2026-01-31$176.90/sh−13,347$2,361,084→ 5,514 total - Exercise/Conversion
Common Stock
[F1]2026-01-31+2,912→ 8,426 total - Tax Payment
Common Stock
2026-01-31$176.90/sh−1,265$223,779→ 7,161 total - Exercise/Conversion
Common Stock
2026-02-02$117.24/sh+18,100$2,122,044→ 25,261 total - Sale
Common Stock
[F2]2026-02-02$174.28/sh−18,100$3,154,479→ 7,161 total - Exercise/Conversion
Common Stock
2026-02-02$125.35/sh+27,700$3,472,195→ 34,861 total - Sale
Common Stock
[F3]2026-02-02$174.09/sh−27,700$4,822,365→ 7,161 total - Exercise/Conversion
Restricted Stock Units
[F1][F5][F6]2026-01-31−13,347→ 0 total→ Common Stock (13,347 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F7][F8]2026-01-31−2,912→ 0 total→ Common Stock (2,912 underlying) - Award
Restricted Stock Units
[F1][F9]2026-02-01+24,120→ 24,120 totalExercise: $0.00→ Common Stock (24,120 underlying) - Exercise/Conversion
Non-Qualified Stock Option (Right to Buy)
[F10]2026-02-02−18,100→ 0 totalExercise: $117.24Exp: 2027-01-25→ Common Stock (18,100 underlying) - Exercise/Conversion
Non-Qualified Stock Option (Right to Buy)
[F11]2026-02-02−27,700→ 0 totalExercise: $125.35Exp: 2028-01-31→ Common Stock (27,700 underlying)
Holdings
- 18,890(indirect: By 401(k))
Common Stock
[F4]
Footnotes (11)
- [F1]Each restricted stock unit is the economic equivalent of one share of Chevron common stock.
- [F10]Option granted 1/25/2017. One-third of the shares subject to the option vested on January 31, 2018, January 31, 2019 and January 31, 2020, respectively.
- [F11]Option granted 1/31/2018. One-third of the shares subject to the option vested on January 31, 2019, January 31, 2020 and January 31, 2021, respectively.
- [F2]This transaction was executed in multiple trades at prices ranging from $174.22 to $174.40. The price reported above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range provided.
- [F3]This transaction was executed in multiple trades at prices ranging from $173.88 to $174.30. The price reported above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price within the range provided.
- [F4]Between December 18, 2025 and February 2, 2026, the reporting person acquired 18 shares of Chevron common stock under the Chevron Employee Savings Investment Plan, a 401(k) Plan.
- [F5]This number includes dividend equivalents (1,583 shares).
- [F6]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.
- [F7]This number includes dividend equivalents (127 shares).
- [F8]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.
- [F9]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 Mark A. Nelson|2026-02-03