BONNER EIMEAR P 4

What Happened

• Eimear P. Bonner, Chevron’s Chief Financial Officer, had restricted stock units (RSUs) convert to common shares on Feb 10, 2026. Two vested awards resulted in the acquisition of 2,557 and 2,460 shares (total 5,017 shares) at $0 cost (RSU vesting).
• To satisfy tax withholding obligations, 1,007 shares were withheld/disposed at $182.26 each ($183,536) and 969 shares were withheld/disposed at $182.26 each ($176,610), for total withholding proceeds of $360,146. Net shares retained from the vesting = 5,017 − 1,976 = 3,041 shares.
• Transaction codes: M = conversion/exercise of derivative (RSU conversion to shares); F = payment of tax liability via share withholding.

Key Details

• Transaction date: February 10, 2026; Form 4 filed Feb 12, 2026 (appears timely).
• Prices reported: acquired shares shown at $0 (vesting); withheld shares reported at $182.26 each.
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Footnotes: Vesting arose from RSU grants under Chevron’s 2022 LTIP (grants dated Feb 6, 2024 and Feb 4, 2025). RSUs accrued dividend equivalents (222 and 321 additional RSUs included) and settle in shares on vesting. Shares issued upon vesting are subject to a two‑year post‑vesting holding period (removed on termination of employment).

Context

• This is a routine vesting of compensation awards, not an open‑market buy or judgmental sale. Withholding shares to cover taxes is a common administrative step (a cashless withholding) and is not necessarily a signal about the insider’s view of the stock.
• For retail investors: the filing documents a net increase of shares held by the CFO (3,041 shares) after standard tax withholding, reflecting compensation rather than a purchase decision.