BONNER EIMEAR P 4

What Happened

• Eimear P. Bonner, Chevron’s Chief Financial Officer, exercised stock options and sold shares in transactions reported Jan 30–Feb 1, 2026. On Jan 30 she exercised 32,100 option shares at $132.69 (cost ~$4.26M) and sold those 32,100 shares in the open market at a weighted‑average price of $175.01 for proceeds of ~$5.62M. On Jan 31 certain restricted‑stock units/derivative awards vested or converted and were settled (including a cash settlement to the issuer and shares withheld for taxes). A new award of 14,400 restricted stock units was reported as granted on Feb 1, 2026.

Key Details

• Transaction dates/prices:
  • 2026‑01‑30: Exercised 32,100 options at $132.69 (acquired for ~$4.26M); sold 32,100 shares in open market at weighted‑avg $175.01 (proceeds ~$5.62M). Sale executed under a Rule 10b5‑1 plan; trade prices ranged $175.00–$175.03.
  • 2026‑01‑31: Converted/settled 7,001 RSU‑equivalent shares and disposed to the issuer for $176.90/share (cash settlement ≈ $1.24M). Also 1,679 shares converted and 661 shares were surrendered/withheld at $176.90 to cover tax liability (tax withholding ≈ $116,931).
  • 2026‑02‑01: Report of grant/award of 14,400 restricted stock units (no cash cost at grant).
• Shares owned after the reported transactions: not specified in the filing.
• Notable footnotes:
  • Sales on Jan 30 executed pursuant to a Rule 10b5‑1 trading plan (F1).
  • Sale price reported is a weighted average of multiple trades (F2).
  • Several items are restricted stock units or derivative conversions; some RSUs were payable in cash upon vesting (F3–F6, F7–F8).
  • Option exercised was granted Jan 26, 2022 with customary vesting schedule (F4).
• Filing timeliness: Form 4 was filed Feb 3, 2026 for transactions dated Jan 30–Feb 1, 2026; the filing appears to be within the SEC’s short reporting window for these transactions.

Context

• This was largely a cashless exercise: options were exercised and the resulting shares were sold the same day (common for executives to cover exercise cost and taxes). The January 31 entries reflect RSU vesting and cash/share settlement plus withholding for taxes (not a market purchase). The Feb 1 entry is a new RSU grant that will vest in future years per the footnotes.
• These transactions are routine compensation‑related activity (exercises, RSU vesting, and tax withholding) rather than an outright directional purchase of additional stock.