Walz Andrew Benjamin 4

What Happened
Andrew Benjamin Walz, President, DM&C of Chevron (CVX), had restricted stock units (RSUs) vest on February 10, 2026. Two award conversions resulted in 2,209 shares issued (896 + 1,313). To satisfy tax withholding, 746 shares were surrendered (204 + 542) at $182.26 per share, producing cash of $37,181 and $98,785, respectively (total $135,966). Net shares delivered to Walz after withholding were 1,463. This was the routine vesting/settlement of RSUs rather than an open-market buy or sell.

Key Details

• Transaction date: February 10, 2026; Form 4 filed February 12, 2026 (filed within the typical two-business-day window).
• Transactions recorded: conversion/exercise of RSU derivatives (code M) for 896 and 1,313 shares; tax withholding via share surrender (code F) of 204 and 542 shares at $182.26 each.
• Cash withheld for taxes: $37,181 and $98,785 (total $135,966).
• Net shares received: 2,209 issued − 746 withheld = 1,463 shares retained by Walz.
• Footnotes: RSUs are economic equivalents of common stock and settle in shares (F1). Vesting from grants made Feb 6, 2024 and Feb 4, 2025 (F3, F5); some units include dividend equivalents (43 shares, F4). Reporting person also acquired 3 shares via the Chevron 401(k) plan between Feb 4–10, 2026 (F2).
• Nature of transaction: award vesting/settlement with share withholding for taxes (routine), not an open-market sale.

Context
This filing reflects routine RSU vesting and standard share withholding to cover tax obligations (a cashless-like settlement). Such transactions are common for executive compensation and do not by themselves indicate a buy or sell signal in the open market.