Equity Compensation · 22 min read
Chevron RSUs and Performance Shares: Vesting, Leaving and the Tax
Chevron’s 2026 LTIP awards are half performance shares and half RSUs, and stock options are no longer granted. RSUs vest one-third a year over three years; performance shares vest at the end of a three-year period and pay 0% to 200% of target on relative total stockholder return. Under the agreements filed for 2026 grants, leaving at 55 with 10 years of service, or at 65, after six months’ notice or an involuntary separation keeps the newest grant vesting pro rata and earlier grants on schedule; 2024 and 2025 grants use an age-and-points test instead. Each vest is wages, withheld at a flat 22% federal rate.
Chevron’s long-term incentive plan changed shape in 2026: annual awards are now half performance shares and half restricted stock units, and stock options are no longer granted. What did not change is that the value of each award depends on the agreement you accepted, and the agreements filed for 2026 grants use a different retirement test from the ones that governed 2024 and 2025 grants. Below: what each award does, how RSUs vest and performance shares pay out, exactly what the agreements say when you leave or retire, a hypothetical retirement with three overlapping grants, the withholding and basis rules at vest, how legacy options work after you leave, and the involuntary-termination path during the workforce reduction. Tax figures are 2026 federal figures; confirm your own numbers with a CPA or tax counsel.
What does Chevron grant under the LTIP, and how does each award vest?
Since 2026, two award types: performance shares and RSUs. The 2026 proxy statement puts it in one line: “Effective 2026, LTIP awards are composed of 50% performance shares and 50% RSUs. The MCC discontinued the use of stock options going forward” (Chevron 2026 proxy statement, Compensation Discussion and Analysis, 2026 LTIP awards). Awards granted in 2025 were 50% performance shares, 25% RSUs and 25% stock options, and options granted before 2026 remain outstanding on their own terms, with a 10-year life (Chevron 2026 proxy statement, LTIP components and vesting). The proxy describes the program in the context of executive pay; the award agreements below are the standard forms filed for all grants, and the LTIP Rules and the grant you accepted govern.
| Award | What it pays | Vesting | Dividends and settlement |
|---|---|---|---|
| Restricted stock units (RSUs) | One share per vested unit, whatever the price at vest. Value moves with the stock but does not go to zero unless the stock does. | Three tranches of one-third, on set dates in each of the three years after grant (three-year ratable vesting for grants since January 2023; standard RSUs granted earlier carried five-year cliff vesting). | Dividend equivalents accrue as additional RSUs and vest with the tranche. Each tranche is settled in shares, less shares withheld for U.S. tax, no later than March 15 of the year after it vests. |
| Performance shares | The number of units granted, times a modifier of 0% to 200% set by Chevron’s three-year total stockholder return against a peer group, times the closing price on the certification date. | Cliff vesting at the end of a three-year performance period (a February 2026 grant covers 2026 through 2028). | Dividend equivalents accrue as additional performance shares (or cash for a record date inside the period with a payment date after it). Paid in shares, less withholding, no later than March 15 after the period ends. |
| Legacy stock options (granted through 2025) | The right to buy shares at the grant-date price until expiration; worth nothing if the stock is below the exercise price when the option expires. | One-third a year over three years; 10-year term, with the exercise deadline shortened if you leave before it. | No dividends or dividend equivalents. Exercise by same-day sale, sell-to-cover, cash or stock swap; an option not exercised by market close on its expiration date is forfeited. |
Three details in the RSU agreement are easy to miss. Units are non-transferable and cannot be pledged during your lifetime; the award is subject to the Dodd-Frank clawback policy; and executive officers hold vested shares for two years after each vesting date (Chevron Standard RSU Award Agreement, Ex. 10.40 to the 2025 Form 10-K, sections 2.5, 2.7 and 2.10). The 10-K adds that Chevron recognizes RSU and performance share forfeitures as they occur, and that some awards are cash-settled rather than share-settled; of 5.4 million RSUs outstanding at the end of 2025, about half were payable in cash (Chevron 2025 Form 10-K, Note 22, Stock Options and Other Share-Based Compensation). A cash-settled unit is taxed the same way at vest but never becomes a share you hold.
How do Chevron performance shares pay out?
By rank. For 2026 grants the only measure is relative total stockholder return (TSR) over the three-year period, and the peer group is BP, ExxonMobil, Shell, TotalEnergies and the S&P 500 Total Return Index. The agreement assigns a modifier to each finishing position (Chevron Performance Share Award Agreement, Ex. 10.38 to the 2025 Form 10-K, section 2.5):
| TSR rank among six | 1 | 2 | 3 | 4 | 5 | 6 |
|---|---|---|---|---|---|---|
| Payout modifier | 200% | 160% | 120% | 80% | 40% | 0% |
The payout value is the number of vested performance shares, including dividend equivalents, times the modifier, times the New York Stock Exchange closing price on the date the committee certifies the result; the award is paid in shares, less withholding, by March 15 after the period ends (Chevron Performance Share Award Agreement, Ex. 10.38, sections 2.3, 2.4 and 2.6). Grants made in 2024 and 2025 used two measures: 70% on relative TSR with the same six-position ladder, and 30% on relative improvement in return on capital employed against the four oil companies, on a five-position ladder of 200%, 150%, 100%, 50% and 0% (Chevron Performance Share Award Agreement, Ex. 10.1 to the Form 8-K filed February 2, 2024, section 2.5). Results vary widely: the proxy reports a 15% payout multiplier for the 2023 grant, after a sixth-place TSR rank and a fourth-place rank on capital-return improvement over 2023 through 2025 (Chevron 2026 proxy statement, 2023-2025 performance share payout). That figure is filed history, not a guide to any open cycle, and nothing here predicts where a current grant will land.
What happens to unvested awards when you leave or retire?
The default is forfeiture; the exceptions depend on which form of agreement your grant uses. Chevron filed new standard RSU and performance share agreements with its 2025 annual report, and they replace an age-and-points test with an age-and-service test plus a notice requirement. The February 2024 forms, which governed the 2024 and 2025 grants, are still the ones that matter for those awards.
Grants made in 2026 (the current agreements)
Under the standard RSU agreement, all unvested units are forfeited on your termination date unless one of three exceptions applies. The first is the retirement path: your employment ends after the grant date and either you gave at least six months’ advance notice of your termination date (or another period agreed with Chevron), or the termination is involuntary other than for misconduct, or results from a divestiture or a special situation Chevron expressly approves; and, in each case, at termination you are age 55 or older with 10 or more years of service, or age 65, or retired under mandatory retirement. If you qualify, the agreement does two different things depending on the grant’s age. If the award is the most recent grant you received before termination, a portion of each unvested tranche continues to vest: the number of whole months from the grant date to termination, up to 12, divided by 12. If the award is not the most recent grant, it continues to vest on its original schedule in full (Chevron Standard RSU Award Agreement, Ex. 10.40, section 2.1(a)(i)). The performance share agreement mirrors this, with the same six-month notice requirement and the same 55-with-10 or 65 test; the most recent grant continues pro rata by whole months over 12, earlier grants continue to the end of their performance periods, and payment waits for the certified result (Chevron Performance Share Award Agreement, Ex. 10.38, sections 1.5 and 2.1(a)(i)).
The other two exceptions: on death or disability, the same pro-rata rule applies to the most recent grant and earlier grants continue in full; and after a change in control, an employee eligible for severance under a Chevron change-in-control program keeps the RSU vesting schedule, while performance shares vest for completed months of the performance period over 12 and the rest is forfeited. For disability, the agreements deem you terminated 24 months after long-term disability benefits begin, or earlier if the benefits stop (Chevron Standard RSU Award Agreement, Ex. 10.40, sections 2.1(a)(ii), 2.1(a)(iii) and 2.2).
Grants made in 2024 and 2025 (the February 2024 forms)
These agreements do not require notice and do not use the 55-with-10 test. They use the sum of your age and years of service, and the reason for leaving matters only for misconduct and change in control (Chevron Standard RSU Award Agreement, Ex. 10.3 to the Form 8-K filed February 2, 2024, section 2.1(a)):
| Situation at termination | RSUs | Performance shares |
|---|---|---|
| Termination before the first-anniversary date named in the agreement | All units forfeited | All units forfeited |
| Age 65, or at least 90 points, or mandatory retirement | One-third vests on each scheduled date, as if you had stayed | 100% vests; paid after the period ends at the certified modifier |
| Age 60, or at least 75 points | Vested total = units granted × completed months from grant to termination, up to 36, ÷ 36; the rest forfeited | Vested total = units granted × completed months from the start of the performance period to termination, up to 36, ÷ 36; the rest forfeited |
| Under 60 and under 75 points | Unvested units forfeited | Unvested units forfeited |
| Termination after a change in control with severance eligibility | One-third vests on each scheduled date | Pro rata by completed months over 36 |
The practical consequence is that one household can hold three grants under two rulebooks at the same time. Someone who is 57 with 20 years of service has 77 points: enough for pro-rata vesting of a 2025 grant under the points test, and enough for the 55-with-10 test on a 2026 grant, but only if the notice or involuntary-termination condition is also met for the 2026 award. Someone who is 54 with 22 years has 76 points and qualifies under the older form, yet fails the 2026 agreement’s age test entirely. Read each grant’s agreement, not the summary on the plan website.
Hypothetical illustration: three overlapping grants at one retirement date
Hypothetical illustration, in round unit counts. An employee on the U.S. payroll, age 58 with 20 years of service (78 points), gives written notice on June 30, 2026 and retires December 31, 2026. They hold three annual grants dated February 1: 2024 (720 RSUs, 1,440 performance shares for 2024 through 2026, and 3,600 options), 2025 (the same, with the performance period 2025 through 2027) and 2026 (1,440 RSUs and 1,440 performance shares for 2026 through 2028). Unit counts are invented for the arithmetic and imply nothing about award sizes; dividend equivalents are ignored. Education only, not a forecast or a recommendation.
| Grant | Rule that applies | Result at December 31, 2026 |
|---|---|---|
| 2024 RSUs, 720 units | 35 of 36 months | 700 vest in total: 480 already vested in 2025 and 2026, 220 of the final 240-unit tranche still vest, 20 forfeited |
| 2024 performance shares, 1,440 units | 36 of 36 months (the period ends the same day) | All 1,440 vest; paid in early 2027 at whatever modifier is certified |
| 2024 options, 3,600 | 35 of 36 months; five-year exercise window | 3,500 vested (2,400 already, 1,100 more), 100 forfeited; exercisable until December 31, 2031, the earlier of five years after termination and the February 2034 expiration |
| 2025 RSUs, 720 units | 23 of 36 months | 460 vest in total: 240 already vested, 220 more, 260 forfeited |
| 2025 performance shares, 1,440 units | 24 of 36 months | 960 vest, 480 forfeited; paid after the period ends December 31, 2027, at the certified modifier |
| 2025 options, 3,600 | 23 of 36 months; five-year exercise window | 2,300 vested (1,200 already, 1,100 more), 1,300 forfeited; exercisable until December 31, 2031 |
| 2026 RSUs, 1,440 units (most recent grant) | 11 of 12 whole months, on each tranche | 440 of each 480-unit tranche keep vesting in 2027, 2028 and 2029 (1,320 in total); 120 forfeited |
| 2026 performance shares, 1,440 units (most recent grant) | 11 of 12 whole months | 1,320 continue to the end of 2028 and pay at the certified modifier; 120 forfeited |
Two things stand out. The date moves real units: retiring on February 1, 2027 instead of December 31, 2026 would take the 2026 grant to 12 of 12 whole months, so all 1,440 RSUs and all 1,440 performance shares would continue, and the 2025 grants would each gain another month. And the reason for leaving matters differently by form: had the same employee been laid off on December 31, 2026 rather than resigning, the 2024 and 2025 results would be identical, because the points test does not ask why, and the 2026 result would also be identical, because an involuntary termination other than for misconduct satisfies that agreement without notice. The difference between qualifying and not is the whole unvested balance, so a household weighing a package should count months before it signs.
How is tax withheld when Chevron RSUs and performance shares vest?
By holding back shares, at a flat rate that may not match your bracket. The value of shares delivered at vest is wages: restricted property is included in income at its fair market value on the date it becomes substantially vested, less anything you paid for it (IRS Publication 525, Restricted Property). The agreements provide that U.S. tax obligations are satisfied by withholding the number of units needed to cover them, and require share withholding for directors and Section 16 officers unless local law prohibits it (Chevron Standard RSU Award Agreement, Ex. 10.40, section 2.8). Federal income tax on supplemental wages, which include equity vests, is withheld at a flat 22% until an employee’s supplemental wages for the calendar year pass $1,000,000, after which the excess is withheld at 37% (IRS Publication 15 (2026), section 7, supplemental wages).
The gap appears when 22% meets the 2026 brackets. For a married couple filing jointly, the 24% bracket runs to $403,550 of taxable income, 32% to $512,450, 35% to $768,700 and 37% above that; for a single filer the 35% bracket starts at $256,225 and 37% at $640,600 (Rev. Proc. 2025-32, section 3.01, 2026 tax rate tables). On $100,000 of vest value, 22% withholding leaves a 32% household $10,000 short, a 35% household $13,000 short and a 37% household $15,000 short. Texas levies no personal income tax, so for a Houston household the federal figure is the whole gap (Texas Constitution, Article 8, Section 24-a). The fix is extra withholding on Form W-4, an estimated payment timed to the vest, or a sale at vest beyond the shares the plan withholds, sized so that payments reach 90% of this year’s tax or 110% of last year’s when prior-year adjusted gross income exceeded $150,000 (26 U.S.C. §6654(d)). Our guide on RSU withholding and why 22% falls short works through the safe harbors in detail.
If you moved from San Ramon
Chevron announced on August 2, 2024 that its headquarters would move from San Ramon, California to Houston, with corporate functions migrating over five years and positions supporting California operations staying in San Ramon (Chevron press release, August 2, 2024, headquarters relocation). For an employee who made that move, California still taxes the part of each RSU vest earned there. The Franchise Tax Board’s rule for a nonresident on the vesting date is that the income is compensation for services, taxable by California to the extent the services were performed in the state, allocated by California workdays from grant to vest over total workdays from grant to vest; income from a nonstatutory option is allocated the same way from grant to exercise; and California does not tax a nonresident’s capital gain on the later sale (California FTB Publication 1004, sections C and E, and the summary table). A February 2025 grant held by someone who moved in July 2025 and vests a tranche in February 2027 is roughly one-fifth California-source by months (five of 24), and the exact figure turns on workdays. Our guide on moving from California to Texas before a liquidity event covers residency, the sourcing rules and the records to keep.
What happens to legacy Chevron stock options after you leave?
They keep their own clock. Under the form option agreement filed in February 2024, the most recent on file, options vest one-third a year over three years and may be exercised until the tenth anniversary of the grant date while you remain employed (Chevron Non-Qualified Stock Option Award Agreement, Ex. 10.7 to the Form 8-K filed February 2, 2024, sections 1.5, 1.6 and 2.1(a)). Termination changes both the vested amount and the deadline, on the same points scale as the 2024 RSU form:
- Before the first-anniversary date named in the agreement: the entire grant is forfeited.
- Age 65, at least 90 points, or mandatory retirement: 100% vests at termination, exercisable until the original expiration date.
- Age 60 or at least 75 points: vested options = options granted × completed months from grant, up to 36, ÷ 36; the rest forfeited. Exercisable until the earlier of five years after termination and the expiration date.
- Under 60 and under 75 points: unvested options forfeited; vested options exercisable for 180 days after termination, or until expiration if sooner.
- After a change in control with severance eligibility: 100% vests, exercisable until expiration.
Exercise methods are same-day sale, sell-to-cover, cash exercise or stock swap, and an unexercised option is forfeited at market close on its expiration date (Chevron Non-Qualified Stock Option Award Agreement, Ex. 10.7, sections 2.3 and 2.4). Tax follows the exercise, not the grant: the difference between the stock’s value and the exercise price is wages in the year you exercise, withheld at the same supplemental rates, and it becomes part of your basis in the shares (IRS Tax Topic 427, Stock Options; basis per Treas. Reg. §1.61-2(d)(2)(i)). Because the 180-day and five-year windows can end in a closed trading period, anyone subject to a trading window should map option deadlines against Chevron’s earnings calendar before choosing a retirement date.
What is your basis, and why can the 1099-B understate it?
Your basis in RSU shares is their value at vest, in performance shares their value when the certified award is settled, and in option shares the exercise price plus the spread you reported as wages; the regulation sets basis at the amount paid plus the amount included in income (Treas. Reg. §1.61-2(d)(2)(i)). Brokers, however, are barred from adding that compensation income to the basis they report for equity compensation granted or acquired after 2013 (IRS Instructions for Form 1099-B, Box 1e), so a Form 1099-B can show a basis of the exercise price, or nothing, for shares whose full value already went through your W-2. Left uncorrected, the same dollars are taxed twice. The correction is an adjustment on Form 8949, column (g), with code B in column (f) (IRS Instructions for Form 8949, columns (f) and (g), code B). Keep the vest and settlement confirmations that show the value and share count, because the W-2 reports a total, not a per-lot figure. The holding period for the lower long-term rates starts at vest or exercise, and a lot must be held more than one year to qualify (26 U.S.C. §1222(3)); for 2026 the 15% rate applies to joint taxable income up to $613,700 and 20% above (Rev. Proc. 2025-32, section 3.03, maximum capital gains rate).
How does the workforce reduction interact with vesting?
Through the involuntary-termination paths in the agreements. In February 2025, Chevron’s vice chairman said the company expected “workforce reductions of 15 to 20 percent, beginning in 2025 with most complete before the end of 2026” (Rigzone, February 17, 2025, quoting Chevron’s vice chairman). The 2025 annual report describes plans for $3 billion to $4 billion of structural cost reductions by the end of 2026, reports $1.5 billion delivered in 2025, and carries an accrued severance balance of $683 million at December 31, 2025, down from $990 million a year earlier, that is expected to be substantially settled by the end of 2026; Chevron had 43,039 employees at year-end, 19,366 of them on the U.S. payroll outside service stations (Chevron 2025 Form 10-K, Management’s Discussion and Analysis; Note 8, Restructuring and Reorganization Costs; Human Capital).
For equity, an involuntary termination other than for misconduct is treated the same as a noticed retirement under the 2026 agreements, provided the 55-with-10 or 65 test is met on the termination date; under the 2024 forms the reason does not matter and the points test alone decides. Three things to check before signing a separation agreement: the stated termination date and how many completed months it gives each grant; whether the package characterizes the separation as involuntary; and whether any special-situation approval is offered for employees just short of the age or points test, since the agreements allow Chevron to approve one. Severance itself is supplemental wages, withheld at the same 22% rate, so a year that combines a package, a final vest and a pension lump sum can under-withhold on every line at once. If ESIP withdrawals are part of the plan, the separation-at-55 exception is covered in our guide to the Rule of 55.
Selling vested shares inside Chevron’s trading policy
Vested shares are yours, but when you can sell depends on who you are. Chevron’s insider trading policy bars all employees, directors and consultants from transacting in Chevron securities while aware of material non-public information, until the first business day at least 24 hours after it is released, and it defines transacting to include hedging, margin purchases, monetization contracts such as forward sales, and pledging (Chevron Insider Trading Policy, Exhibit 19 to the 2025 Form 10-K). Directors, Global Leadership Forum members and named finance officers may trade only during a 20-business-day window that opens the first business day at least 24 hours after quarterly earnings, with pre-clearance, or under a pre-cleared Rule 10b5-1 plan, and may never hedge, margin, monetize or pledge Chevron stock. Employees in the financial reporting, planning, controllers and investor relations groups may not trade from the tenth business day of the last month of a quarter to quarter-end without pre-clearance, and may not trade at all from the start of the next quarter until the day after earnings are released. A vest date and an open window are separate events. For a covered employee, a Rule 10b5-1 plan is often the only way to sell on a schedule, and the pre-clearance requirement means the plan is arranged through the Corporate Secretary, not simply signed with a broker.
How we approach Chevron equity in a plan
We start with a grant-by-grant map: date, award type, which form of agreement governs, the tranche dates, the performance period, and the months completed at each candidate retirement date. That map is what turns “should I retire in December or February” into a count of units. It sits alongside the pension and ESIP decisions that arrive at the same ages, which is the core of our planning work in Houston and our approach to equity compensation and concentrated stock.
The second question is size. After a long Chevron career, company stock accumulates in vested RSUs, exercised options, the ESIP’s Chevron Stock Fund and performance share payouts, and the household’s income already depends on the same company. Reducing that concentration is usually done by staged sales within the trading policy, sometimes through a 10b5-1 plan, and by gifting long-term lots rather than cash. Exchange funds, prepaid variable forwards and collars come up in this conversation; each works by pooling or hedging the position, each carries fees, lost upside or a multi-year lock, each has risks of its own, and most are limited to accredited investors or qualified purchasers. Chevron’s policy treats hedging, monetization and pledging as transactions, and prohibits them outright for covered persons, so we check the policy before the product. Our guide on diversifying concentrated stock sets out the costs and eligibility of each tool. The tax side, from the withholding gap to the year a package and a lump sum land together, runs through our tax planning process, and the executive-level version of this work is described on our page for executives and equity compensation.
Questions worth answering before you set a date
- Which form of agreement governs each of my grants, and what are my points and my age-and-service position on the date I have in mind?
- If I plan to resign, when must notice be given to reach six months before the termination date for my 2026 grant?
- How many completed months does each grant have at that date, and how many more would one or two additional months add?
- Which option grants are vested, and when does each exercise window close after I leave?
- What will withholding cover this year, and is the safe harbor met once the vest, any severance and any pension lump sum are added?
- If I worked in San Ramon, what share of each open grant is California-source, and is the residency file complete?
- Am I in a trading window group or a blackout department, and does the sale I have in mind need pre-clearance or a 10b5-1 plan?
- What share of our net worth is Chevron stock across every account, and what share do we want it to be a year after retirement?
What this does not mean
Nothing here recommends buying, selling or holding Chevron stock, and the performance share modifiers describe how a filed formula works, not where any cycle will finish. The agreements summarized are the standard forms on file with the SEC; individual grants, cash-settled awards, non-U.S. payroll terms and the LTIP Rules can differ, and your own agreement controls. Tax figures reflect 2026 federal law and California guidance as published; confirm your position with a CPA or tax counsel before acting on it.
Frequently asked questions
How do Chevron RSUs vest?
In three tranches of one-third, on set dates in each of the three years after the grant, provided you are still employed on each date. Dividend equivalents accrue as additional units and vest with the tranche. Each tranche is settled in shares, less the shares withheld for tax, no later than March 15 of the year after it vests. Standard RSUs granted before 2023 carried five-year cliff vesting.
What happens to my Chevron RSUs and performance shares if I retire at 55?
For grants made in 2026, retiring at 55 or older with at least 10 years of service qualifies you for continued vesting, provided you gave at least six months’ notice or the termination was involuntary other than for misconduct. Your most recent grant then continues pro rata, by whole months since grant over 12, and earlier grants continue in full. For 2024 and 2025 grants the test is different: age 60 or 75 points for pro-rata vesting, age 65 or 90 points for full vesting, and a 55-year-old with fewer than 75 points forfeits the unvested balance.
Do I have to give notice to keep my Chevron equity when I retire?
For 2026 grants, yes, unless the termination is involuntary, a divestiture or a special situation Chevron approves: the agreement requires at least six months’ advance notice of your termination date, or another period agreed with Chevron. The February 2024 forms that govern 2024 and 2025 grants contain no notice requirement; they apply the age-and-points test whatever the reason, except misconduct.
How are Chevron performance shares paid out?
At the end of the three-year performance period, in shares less withholding, by March 15 of the following year. For 2026 grants the modifier is set by Chevron’s three-year total stockholder return ranked against BP, ExxonMobil, Shell, TotalEnergies and the S&P 500 Total Return Index: 200% for first place, then 160%, 120%, 80%, 40% and 0% for sixth. Grants from 2024 and 2025 weight relative TSR at 70% and relative improvement in return on capital employed at 30%. The 2023 grant paid out at 15%.
How much tax is withheld when Chevron RSUs vest?
Chevron withholds shares to cover the tax, and federal income tax on supplemental wages is withheld at a flat 22% until your supplemental wages for the year exceed $1,000,000, then 37%. A household in the 2026 32%, 35% or 37% bracket is short roughly $10,000 to $15,000 per $100,000 vested. Texas has no income tax; a former San Ramon employee may owe California on the share of the vest earned there.
What happens to my Chevron stock options after I leave?
Under the 2024 form agreement, vested options remain exercisable for 180 days after termination if you are under 60 with fewer than 75 points, for five years if you are 60 or have 75 points (with pro-rata vesting of the unvested portion), and until the original 10-year expiration if you are 65, have 90 points or leave under mandatory retirement. The unvested portion is forfeited unless the pro-rata or full-vesting tier applies, and leaving within the first year forfeits the whole grant.
Sources and further reading
- Chevron Corporation, 2026 proxy statement (DEF 14A, filed April 7, 2026): Compensation Discussion and Analysis, LTIP components, 2026 award mix and discontinuation of stock options, LTIP Performance Share Peer Group, 2023-2025 performance share payout, option vesting and term
- Chevron Corporation, Standard Restricted Stock Unit Award Agreement (share settled) under the 2022 LTIP, Exhibit 10.40 to the Form 10-K for 2025: sections 1.4, 2.1, 2.2, 2.3, 2.5, 2.7, 2.8 and 2.10
- Chevron Corporation, Performance Share Award Agreement (share settled) under the 2022 LTIP, Exhibit 10.38 to the Form 10-K for 2025: sections 1.5, 2.1, 2.3, 2.4, 2.5 and 2.6
- Chevron Corporation, Standard Restricted Stock Unit Award Agreement (share settled), Exhibit 10.3 to the Form 8-K filed February 2, 2024: sections 1.4 and 2.1
- Chevron Corporation, Performance Share Award Agreement (share settled), Exhibit 10.1 to the Form 8-K filed February 2, 2024: sections 2.1 and 2.5
- Chevron Corporation, Non-Qualified Stock Option Award Agreement, Exhibit 10.7 to the Form 8-K filed February 2, 2024: sections 1.5, 1.6, 2.1, 2.3 and 2.4
- Chevron Corporation, Form 10-K for the year ended December 31, 2025 (filed February 24, 2026): Management's Discussion and Analysis (structural cost reductions); Human Capital (employees at December 31, 2025); Note 8, Restructuring and Reorganization Costs; Note 22, Stock Options and Other Share-Based Compensation
- Chevron Corporation, Policy 20, Insider Trading, Exhibit 19 to the Form 10-K for 2025: transactions, Trading Window Period, Trading Blackout Period
- Chevron Corporation press release, August 2, 2024: headquarters relocation from San Ramon to Houston
- Rigzone, February 17, 2025: Chevron vice chairman confirms workforce reductions of 15 to 20 percent
- IRS Publication 525, Taxable and Nontaxable Income: Restricted Property
- IRS Tax Topic 427, Stock Options: nonstatutory stock options
- IRS Publication 15 (2026), Employer's Tax Guide: section 7, supplemental wages
- Rev. Proc. 2025-32: section 3.01, 2026 tax rate tables; section 3.03, maximum capital gains rate amounts
- Treas. Reg. section 1.61-2(d)(2)(i), basis of property received as compensation
- IRS Instructions for Form 1099-B, Box 1e, cost or other basis for equity compensation granted or acquired after 2013
- IRS Instructions for Form 8949, columns (f) and (g), code B
- 26 U.S.C. 6654(c) and (d), estimated tax installments and the required annual payment
- 26 U.S.C. 1222(3), long-term capital gain
- California Franchise Tax Board, Publication 1004, Equity-Based Compensation Guidelines (rev. 01/2015): sections C and E and the summary table
- Texas Constitution, Article 8, Section 24-a
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