Neff Robert Clay JR 4
4 · CHEVRON CORP · Filed Feb 12, 2026
Research Summary
AI-generated summary of this filing
Chevron (CVX) President Robert Neff Sells 3,638 Shares
What Happened
Robert Clay Neff Jr., President, Upstream (Chevron), had restricted stock units convert (exercise/conversion of derivative) and 3,638 shares were disposed to the issuer (withheld) on Feb 10, 2026. The filing shows conversion/acquisition of 1,785 and 1,853 shares at $0.00 (total 3,638 shares) and corresponding dispositions to the issuer of the same lots at $182.26 per share, generating $325,334 and $337,728 respectively (total value $663,062). These transactions appear to reflect RSU vesting with shares withheld to cover tax/withholding obligations rather than an open-market sale.
Key Details
- Transaction date: February 10, 2026; Form 4 filed February 12, 2026 (timely filing).
- Lots: 1,785 shares withheld for $325,334; 1,853 shares withheld for $337,728. Total 3,638 shares; total value $663,062.
- Acquisition entries: 1,785 and 1,853 shares reported as acquired at $0.00 (conversion/vesting of derivative awards).
- Disposition entries: same share amounts disposed to issuer at $182.26/share (code D = disposition to issuer).
- Shares owned after the transactions: not specified in the provided excerpt of the filing.
- Important footnotes from the filing:
- F1: Each restricted stock unit (RSU) equals one share of Chevron common stock.
- F4 & F6: Describe RSU grants (Feb 6, 2024 and Feb 4, 2025) and vesting schedule; note some awards accrue dividend equivalents and have staged vesting (2025–2028).
- F5: Dividend equivalents included (62 shares).
- F2: The reporting person acquired 19 shares under the Chevron 401(k) between Feb 2–10, 2026.
- F3: Some securities are held by the reporting person's spouse in a custodial account; the reporting person disclaims beneficial ownership.
- Transaction codes explained: M = exercise or conversion of derivative (here means RSU conversion/vesting); D = disposition to issuer (typically company withholding shares to cover taxes). Some derivative disposition entries show N/A price (standard for certain derivative conversions).
Context
- Vesting/conversion with shares withheld is a routine, non‑market transaction to satisfy tax withholding; it is not the same as an open‑market sale and does not necessarily indicate a change in the insider’s view of the stock.
- The filing does not indicate a 10% owner or other unusual insider status.
- For retail investors: purchases are generally more informative as a bullish signal; these withheld‑share transactions are common paperwork following RSU vesting.
Insider Transaction Report
Form 4
CHEVRON CORPCVX
Neff Robert Clay JR
President, Upstream
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-10+1,785→ 11,301 total - Disposition to Issuer
Common Stock
2026-02-10$182.26/sh−1,785$325,334→ 9,516 total - Exercise/Conversion
Common Stock
[F1]2026-02-10+1,853→ 11,369 total - Disposition to Issuer
Common Stock
2026-02-10$182.26/sh−1,853$337,728→ 9,516 total - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-02-10−1,785→ 1,929 total→ Common Stock (1,785 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5][F6]2026-02-10−1,853→ 3,709 total→ Common Stock (1,853 underlying)
Holdings
- 9,963(indirect: By 401(k))
Common Stock
[F2] - 1(indirect: By Spouse)
Common Stock
[F3]
Footnotes (6)
- [F1]Each restricted stock unit is the economic equivalent of one share of Chevron common stock.
- [F2]Between February 2, 2026 and February 10, 2026, the reporting person acquired 19 shares of Chevron common stock under the Chevron Employee Savings Investment Plan, a 401(k) plan.
- [F3]These securities are held by the reporting person's spouse in a custodial account. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- [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 are payable in cash on the date of vesting.
- [F5]This number includes dividend equivalents (62 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 the 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 are payable in cash on the date of vesting.
Signature
/s/ Christopher A. Butner, Attorney-in-Fact for Robert Clay Neff, Jr.|2026-02-12