NELSON MARK A 4

What Happened Mark A. Nelson, Vice Chairman of Chevron (CVX), had restricted stock units (RSUs) vest on February 10, 2026. Two vesting conversions totaled 6,995 shares (3,071 and 3,924 shares); the company withheld 2,820 shares to cover tax withholding (1,271 and 1,549 shares) at $182.26 per share, totaling about $513,973. Net new shares delivered to Nelson from these vestings were 4,175. The filing also reports 8 shares acquired via the Chevron 401(k) plan between Feb 3–10, 2026.

Key Details

• Transaction date: February 10, 2026. RSUs converted at $0 (economic grant); withholding executed at $182.26 per share.
• Shares: 3,071 and 3,924 RSUs vested (total 6,995); 1,271 and 1,549 shares withheld for taxes (total 2,820). Net increase = 4,175 shares from vesting; plus 8 shares via 401(k).
• Cash value withheld for taxes: ~$231,652 and ~$282,321 (total ~$513,973).
• Footnotes: RSUs are economic equivalents of common shares (F1); awards were from 2024 and 2025 LTIP grants with standard vesting schedules and dividend-equivalent accruals (includes 513 dividend-equivalent shares, F4–F6). Shares issued on vesting are subject to a two-year post-vesting holding period (removed upon termination).
• Shares owned after the transaction: not disclosed in the provided filing.
• Timeliness: Filed Feb 12, 2026 for Feb 10 transactions — no late-filing flag noted.

Context These transactions reflect routine equity compensation vesting and company tax-withholding (a non-market sale), not an open-market purchase or discretionary sale. For retail investors, vesting of RSUs increases an insider’s ownership but is standard compensation; withheld shares to pay taxes are common and do not necessarily indicate a change in insider sentiment.