Chevron (CVX) Director John B. Hess Sells Shares, Exercises Options

What Happened
John B. Hess (Director) reported multiple transactions on 2026-08-03. He sold ~810,665 Chevron shares in open-market transactions for aggregate proceeds of about $157.4 million (weighted-average sale prices in the $191.98–$195.69 ranges as noted in footnotes). On the same date he exercised several option grants, acquiring 709,362 shares by paying roughly $50.35 million (strikes ranged from $48.51 to $138.10). The filing also shows large non‑cash transfers/distributions (2,244,497 shares disposed and 457,006 shares acquired) recorded at $0 — described in the footnotes as pro rata distributions / changes in form of ownership.

Key Details

• Transaction date: August 3, 2026 (Form 4 filed 2026-08-05). No late filing flag shown in the provided excerpt.
• Open-market sales: ~810,665 shares sold for approx. $157.37M (weighted-average prices reported per transaction; price ranges across trades reported in footnotes).
• Option exercises: 709,362 shares acquired via exercise; total cash paid ≈ $50.35M; strikes reported: $55.36, $48.51, $73.21, $98.71, $138.10.
• Other transfers: 2,244,497 shares reported as disposed at $0 and 457,006 shares acquired at $0 — footnotes state these include pro rata distributions/changes in form of beneficial ownership and holdings in trusts/LLCs.
• Notable footnotes: multiple sale price ranges (F1, F3–F14), distribution/change-in-form note (F4), holdings held via trusts/LLCs (F2, F5–F7, F16–F17), and option grant/vesting schedules (F18–F22).
• Shares owned after the transactions: not stated in the excerpt — see the full Form 4 for total post-transaction beneficial ownership.

Context

• The filing shows option exercises plus sizable open-market sales on the same date. When options are exercised and shares are sold shortly after, filings often reflect actions to cover exercise costs and tax obligations (cashless-like outcomes), but the Form 4 itself does not state the insider’s motive.
• These transactions were reported by a company director (not identified as a 10% owner in the provided data); purchases (option exercises) are not the same as open-market purchases and primarily reflect exercising vested compensation.