NELSON MARK A 4

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.