GUSTAVSON JEFF B 4

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.