GUSTAVSON JEFF B 4

4 · CHEVRON CORP · Filed Feb 12, 2026

AI-generated summary of this filing

Updated Feb 12, 2026

Chevron (CVX) Jeff B. Gustavson Converts RSUs; Shares Withheld for Taxes

What Happened

Jeff B. Gustavson, President, New Energies at Chevron, had restricted stock units (RSUs) convert to common shares on February 10, 2026. A total of 1,898 shares were issued from two RSU vesting events (968 and 930 shares). The RSUs converted at no exercise cost ($0 per share).
To cover tax withholding, 236 and 241 shares were surrendered at a withholding value of $182.26 per share, generating cash proceeds/withholding of $43,013 and $43,925 respectively (total tax withholding ≈ $86,938). The filings show the gross conversions (derivative exercise/conversion) and the share dispositions for tax withholding.

Key Details

Transaction date: February 10, 2026; Form 4 filed February 12, 2026 (filed within the typical 2‑business‑day window).
Gross shares converted: 968 and 930 (total 1,898). Shares withheld for taxes: 236 and 241 (total 477).
Withholding price used: $182.26 per share; total withholding value ≈ $86,938.
Exercise/conversion code: M (conversion of derivative — here RSUs settling into shares). Disposal code: F (payment of exercise price/tax liability — share withholding).
Shares owned after the transaction: not provided in the supplied data.
Footnotes: These RSUs were granted under Chevron’s 2022 Long-Term Incentive Plan (grants from Feb 6, 2024 and Feb 4, 2025). Units accrue dividend equivalents (included in the reported counts) and the RSU awards settle in shares on vesting. Shares issued upon vesting are subject to a two‑year post‑vesting holding period (removed upon termination of employment).

Context

This was not a market purchase or open‑market sale; it was routine vesting of RSU awards with shares withheld to satisfy tax obligations — a common administrative transaction that does not necessarily signal a buy/sell decision by the insider.
For clarity: “M” entries reflect conversion/settlement of RSUs into shares (no cash paid), and the “F” entries reflect shares surrendered to satisfy tax withholding.

Form 4

Period: 2026-02-10

President, New Energies

Transactions

Exercise/Conversion
Common Stock
[F1][F2]
2026-02-10+968→ 3,263 total
Tax Payment
Common Stock
2026-02-10$182.26/sh−236$43,013→ 3,027 total
Exercise/Conversion
Common Stock
[F1]
2026-02-10+930→ 3,957 total
Tax Payment
Common Stock
2026-02-10$182.26/sh−241$43,925→ 3,716 total
Exercise/Conversion
Restricted Stock Units
[F1][F3][F4]
2026-02-10−968→ 968 total
→ Common Stock (968 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F5][F6]
2026-02-10−930→ 1,861 total
→ Common Stock (930 underlying)

Holdings

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 number includes dividend equivalents (83 shares).
[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 (121 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 this 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/ Christopher A. Butner, Attorney-in-Fact for Jeff B. Gustavson|2026-02-12

1 file