Wirth Michael K 4

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.