## Filings that contain financial statements Chevron is a domestic filer; each quarterly results announcement is furnished as a Form 8-K with an Exhibit 99.1 news release that includes a full earnings and cash-flow summary and segment-level income tables (Upstream, Downstream, All Other, by U.S. and international) alongside select balance-sheet ratios. These are the source filings for each quarter's headline and segment figures: - **8-K filed 2026-07-31, accession 0000093410-26-000162** — second quarter 2026 results (reported earnings $12.1 billion, $6.11/share diluted); Exhibit 99.1 news release with earnings/cash-flow summary and segment detail for Q2 2026, Q1 2026, Q2 2025, and year-to-date 2026/2025. - **8-K filed 2026-05-01, accession 0000093410-26-000110** — first quarter 2026 results (reported earnings $2.2 billion, $1.11/share diluted); Exhibit 99.1 with earnings/cash-flow summary and segment detail for Q1 2026, Q4 2025, and Q1 2025. - **8-K filed 2026-01-30, accession 0000093410-26-000019** — fourth quarter and full-year 2025 results (Q4 2025 earnings $2.8 billion; full-year 2025 earnings $12.3 billion); Exhibit 99.1 with earnings/cash-flow summary and segment detail for Q4 2025, Q3 2025, Q4 2024, and full years 2025/2024. - **8-K filed 2025-10-31, accession 0000093410-25-000103** — third quarter 2025 results (reported earnings $3.5 billion, $1.82/share diluted); Exhibit 99.1 with earnings/cash-flow summary and segment detail for Q3 2025, Q2 2025, Q3 2024, and year-to-date 2025/2024. ## Earnings announcements **Second quarter 2026 (reported July 31, 2026; accession 0000093410-26-000162).** Chevron reported earnings of $12.1 billion ($6.11 per diluted share), up sharply from $2.49 billion a year earlier, driven by record U.S. production, record U.S. refinery crude throughput (97% utilization), and $1.4 billion of favorable timing effects (as stated in the July 31 earnings release; the subsequently filed 10-Q states this figure as $1.5 billion). Worldwide production rose 20% year over year, reflecting the contribution of legacy Hess assets and growth in the Permian Basin and Gulf of America. The company said it reached its $3-4 billion structural cost-reduction target six months early by capturing $3 billion of annual run-rate savings, and separately delivered $1.5 billion of annual run-rate synergies from the Hess acquisition — exceeding the original target by 50% — within a year of closing. Total debt was cut by $8.4 billion in the quarter. The board declared a quarterly dividend of $1.78 per share, payable September 10, 2026. During the quarter Chevron signed a 20-year, 2.67-gigawatt power purchase agreement with Microsoft for a West Texas data center, signed heads of agreement with the Government of Iraq on the West Qurna 2 and Nasiriyah oilfield developments and an export pipeline, completed the sale of its Hong Kong downstream fuels and lubricants businesses, and signed an agreement to sell its 50% interest in Singapore Refining Company and related downstream assets in Singapore, Vietnam, Australia, Indonesia, the Philippines and Malaysia, expected to close in 2027. **First quarter 2026 (reported May 1, 2026; accession 0000093410-26-000110).** Chevron reported earnings of $2.2 billion ($1.11 per diluted share), down from $3.5 billion a year earlier, including a $360 million net loss tied to a legal reserve and roughly $2.9 billion of unfavorable timing effects. The company returned $6.0 billion of cash to shareholders, its 16th consecutive quarter above $5 billion, including $2.5 billion of share repurchases and $3.5 billion of dividends. Worldwide and U.S. production rose 15% and 24%, respectively, year over year, reflecting the Hess acquisition and growth in the Gulf of America and Permian Basin. The board declared a quarterly dividend of $1.78 per share, payable June 10, 2026. Business developments included an agreement to expand Chevron's heavy-oil interest in Venezuela's Petroindependencia and Petropiar joint ventures, an exclusivity agreement with Microsoft and Engine No. 1 on the West Texas power project, and new exploration entries in Libya, Greece and Uruguay. An 8-K filed April 9, 2026 (accession 0000093410-26-000108) previewed preliminary first-quarter 2026 items ahead of the earnings release: unfavorable timing effects of $2.7–3.7 billion, working-capital outflows of $2–4 billion, favorable upstream commodity price impacts of $1.6–2.2 billion, upstream production of 3.8–3.9 million BOE/day, and an expected $350–400 million litigation charge related to a legal matter tied to ceased operations, together with commentary on commodity-price volatility from the conflict in the Middle East. **Fourth quarter and full-year 2025 (reported January 30, 2026; accession 0000093410-26-000019).** Chevron reported Q4 2025 earnings of $2.8 billion ($1.39 per diluted share) and full-year 2025 earnings of $12.3 billion ($6.63 per diluted share), down from $17.7 billion in 2024. Full-year cash flow from operations was $33.9 billion, a company record at similar commodity prices, and worldwide/U.S. 2025 production rose 12%/16% to record levels, with a one-year reserve replacement ratio of 158%. The board raised the quarterly dividend 4% to $1.78 per share, payable March 10, 2026, which the release said positions the company to increase its annual dividend payout per share for the 39th consecutive year. Full-year 2025 shareholder returns totaled $27.1 billion ($12.1 billion buybacks, $12.8 billion dividends, plus $2.2 billion of Hess share purchases in early 2025). The release listed among its business highlights the completed sale of the company's interest in the Republic of Congo, the Malaysia-Thailand joint development area, certain non-operated U.S. midstream pipelines and facilities, and a portion of its interest in certain gas assets in East Texas, together with entry into the U.S. lithium sector via the acquisition of approximately 135,000 net acres in the Smackover Formation (Northeast Texas and Southwest Arkansas) for direct lithium extraction. The release characterized the Hess acquisition, which closed in 2025, as complete and integrated, noting the company had already delivered its initial $1 billion synergy target and citing continued engagement with the U.S. and Venezuelan governments on energy matters in Venezuela. **Third quarter 2025 (reported October 31, 2025; accession 0000093410-25-000103).** Chevron reported earnings of $3.5 billion ($1.82 per diluted share), down from $4.5 billion a year earlier, including a $235 million net loss from severance and other transaction costs tied to the Hess acquisition, partly offset by a fair-value gain on Hess shares. Worldwide production reached a record 4.1 million BOE/day, up 21% year over year, with 495 MBOED from the Hess acquisition. Cash returned to shareholders was $6.0 billion for the quarter. The board declared a quarterly dividend of $1.71 per share, payable December 10, 2025. Chevron noted that following the close of the Hess transaction it had divested its interest in the Malaysia-Thailand joint development area and was integrating other Hess assets into its streamlined organization. A Regulation FD 8-K filed September 25, 2025 (accession 0000093410-25-000098) previewed estimated third-quarter 2025 Hess-related impacts (an estimated $200–400 million after-tax earnings loss, or $50–150 million on an adjusted basis excluding $350–450 million of severance and transaction costs), Hess-related depreciation/amortization of $1.2–1.4 billion, and expected proceeds of $410 million from the Malaysia/Thailand joint-development-area asset sale. ## Capital markets **Debt issuance (accession 0001193125-25-312771, filed December 9, 2025).** Chevron U.S.A. Inc. ("CUSA"), an indirect wholly owned subsidiary of Chevron Corporation, issued $154,204,000 aggregate principal amount of Floating Rate Notes due 2075, under an Indenture dated August 12, 2020, as supplemented by a Fifth Supplemental Indenture dated December 9, 2025, with Deutsche Bank Trust Company Americas as trustee. Chevron Corporation fully and unconditionally guarantees the notes on an unsecured, unsubordinated basis. The notes bear interest at Compounded SOFR minus 45 basis points, payable quarterly starting March 9, 2026, and mature December 9, 2075. CUSA and Chevron entered into an Underwriting Agreement dated December 4, 2025 with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and UBS Securities LLC as representatives of the underwriters, who purchased the notes at 99.000% of principal amount. The offering was made under a shelf registration (Prospectus dated November 7, 2024) with a Final Prospectus Supplement dated December 4, 2025. ## Governance and bylaws - **By-laws amended March 25, 2026 (accession 0000093410-26-000103).** The board amended and restated Chevron's by-laws to provide that non-employee directors (rather than independent directors) elect the Chairman and, where applicable, the Lead Director and Vice Chairman. The filing states that following the Hess acquisition, director John Hess does not meet NYSE's "independent director" definition because of certain transactions related to the acquisition, and the amendment allows him to participate more fully in board activities that had been reserved to independent directors. - **By-laws amended December 3, 2025 (accession 0000093410-25-000122).** The board approved and adopted amended and restated by-laws simplifying Article II (Officers) to give Chevron flexibility to modernize officer titles, and separately approved an updated list of executive officers, adding two new executive appointments: Robert C. Neff, Jr. as President, Upstream, and Andrew B. Walz as President, Downstream, Midstream and Chemicals. - **2026 Annual Meeting (held May 27, 2026; accession 0000093410-26-000125).** Stockholders elected all 12 director nominees, ratified PricewaterhouseCoopers LLP as independent auditor, and approved advisory "say-on-pay" compensation for named executive officers. Stockholder proposals for an independent board chair, a report on indigenous peoples' rights, and a report on human rights processes were not approved. - **8-K/A filed December 19, 2025 (accession 0000093410-25-000130), amending a July 29, 2025 Form 8-K.** Following the July 18, 2025 closing of the Hess acquisition, Hess Corporation and director John B. Hess executed agreements on December 17, 2025 for Hess Corporation to transfer to Mr. Hess a 100% interest in a toy-truck business entity for $40,000 and a 100% interest in the entity holding the "Hess" name, trademarks and related electronic assets for $863,000; these agreements implemented a non-binding memorandum of understanding entered into on July 14, 2025 between Chevron U.S.A. Inc. and HFO Holdings LLC (an entity wholly owned by Mr. Hess). Chevron U.S.A. Inc. retains a license to use the Hess trademarks and related digital assets for the oil and gas business. The filing also discloses that Hess Corporation paid a vendor $484,985 for IT separation support related to this arrangement, of which $107,899.78 was billed for work performed after Mr. Hess joined Chevron's board. ## Management and compensation - **Chief Legal Officer resignation (announced May 27, 2026; accession 0000093410-26-000123).** R. Hewitt Pate notified the board of his resignation as Chief Legal Officer, effective December 31, 2026, ahead of an expected retirement in June 2027; he will remain a non-executive senior advisor through retirement. - **New director appointment (effective January 27, 2026; accession 0000093410-26-000010).** The board appointed Thomas W. Horton, former chairman and CEO of American Airlines, to the board and its Audit Committee, with a prorated restricted stock unit grant and standard non-employee director cash retainer. - **2026 executive compensation (approved January 28, 2026; accession 0000093410-26-000021).** The independent directors approved a $75,000 increase to CEO Michael K. Wirth's base salary (to $1,975,000) and ratified base-salary increases for CFO Eimear P. Bonner (to $1,100,000), Vice Chairman Mark A. Nelson (to $1,350,000) and Chief Legal Officer R. Hewitt Pate (to $1,250,000), effective March 1, 2026, along with 2026 equity grant award values ($23.0 million to Mr. Wirth and lesser amounts to the other named executive officers) under the 2022 Long-Term Incentive Plan. - **Controller transition (announced October 29, 2025; accession 0000093410-25-000105).** Alana K. Knowles announced her resignation as Controller effective February 28, 2026, ahead of an expected retirement; the board elected Amit R. Ghai, then Assistant Controller, to succeed her as Controller and principal accounting officer, effective March 1, 2026. ## Notes No new corporate acquisition on the scale of Hess Corporation (which closed July 18, 2025, outside this filing set) appears in the reviewed 8-Ks; the period's transaction activity is instead portfolio-level. Completed 2025 divestitures included the Republic of Congo interest, the Malaysia-Thailand joint development area, certain non-operated U.S. midstream pipelines and facilities, and a portion of certain East Texas gas assets. Acquisitions included approximately 135,000 net acres in the Smackover Formation for direct lithium extraction and the announced agreement to expand Chevron's heavy-oil interests in the Petroindependencia and Petropiar joint ventures in Venezuela. References to Hess in this period concern integration, synergy realization, and administrative wind-down matters (trademark/toy-business transfer, board independence status). During the second quarter of 2026, Chevron completed the sale of its Hong Kong downstream fuels and lubricants businesses. The pending sale of Chevron's Singapore Refining Company interest and related Southeast Asia downstream assets, announced in the Q2 2026 earnings release, had not closed as of that filing and is expected to close in 2027.