Neff Robert Clay JR 4

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.