Wirth Michael K 4
4 · CHEVRON CORP · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Chevron (CVX) CEO Michael Wirth Exercises RSUs; Sells 7,853 Shares for Taxes
What Happened
- Michael K. Wirth, Chairman and CEO (and Director) of Chevron, had restricted stock units (RSUs) convert into 19,564 shares on February 10, 2026 (two awards: 9,614 and 9,950 shares). RSUs convert at no exercise price (reported as $0.00).
- To satisfy tax withholding, 7,853 shares were disposed at $182.26 per share ($717,558 and $713,730), yielding total proceeds of $1,431,288. The disposals are tax-withholding related rather than open-market sales for investment purposes.
Key Details
- Transaction date: February 10, 2026; Form 4 filed February 12, 2026 (timely filing).
- Vested/converted: 19,564 shares (9,614 + 9,950). Withheld/sold for taxes: 7,853 shares at $182.26 each; total proceeds $1,431,288.
- Per-footnote: these awards are RSUs under Chevron’s 2022 Long-Term Incentive Plan, include dividend equivalents (1,303 shares), and vest/settle per stated schedules. Shares issued on vesting are subject to a two-year post-vesting holding period (lifted upon termination).
- Ownership note: the reporting person holds only a 1% general partnership interest in a limited partnership; he disclaims beneficial ownership of partnership-held shares except to the extent of pecuniary interest.
- Filing status: not reported late (filed within two business days).
Context
- This was an RSU vest + tax-withholding event (conversion of restricted stock units into shares, followed by share withholding/sale to cover taxes), not an independent cash purchase or speculative sale.
- Such transactions are routine for executives when equity awards vest; they do not necessarily indicate a change in personal view of the company’s stock.
Insider Transaction Report
Form 4
CHEVRON CORPCVX
Wirth Michael K
DirectorChairman and CEO
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-10+9,614→ 29,169 total - Tax Payment
Common Stock
2026-02-10$182.26/sh−3,937$717,558→ 25,232 total - Exercise/Conversion
Common Stock
[F1]2026-02-10+9,950→ 35,182 total - Tax Payment
Common Stock
2026-02-10$182.26/sh−3,916$713,730→ 31,266 total - Exercise/Conversion
Restricted Stock Units
[F1][F4][F2]2026-02-10−9,614→ 10,451 total→ Common Stock (9,614 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5][F6]2026-02-10−9,950→ 19,903 total→ Common Stock (9,950 underlying)
Holdings
- 17,784(indirect: By Partnership)
Common Stock
[F3] - 18,684(indirect: By 401(k))
Common Stock
- 51(indirect: By Trust)
Common Stock
Footnotes (6)
- [F1]Each restricted stock unit is the economic equivalent of one share of Chevron common stock.
- [F2]This number includes rounding of fractional shares.
- [F3]The reporting person owns only a 1% general partnership interest in the limited partnership. The remaining limited partnership interests are owned equally by four separate trusts for the benefit of each of the reporting person's children. The reporting person disclaims beneficial ownership of the shares held by the limited partnership except to the extent of his pecuniary interest therein.
- [F4]Restricted stock units granted on February 6, 2024 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 February 10, 2025 and February 10, 2026, respectively, and one-third of the shares subject to the award will vest on February 10, 2027, and 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.
- [F5]This number includes dividend equivalents (1,303 shares).
- [F6]Restricted stock units granted on February 4, 2025, 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 February 10, 2026, and one-third of the shares subject to the award will vest on February 10, 2027 and February 10, 2028, respectively, and 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/ Christine L. Cavallo, Attorney-in-Fact for Michael K. Wirth|2026-02-12