Amendment: Chevron Corporation filed SEC Form 8-K: Leadership Update
$CVX
Integrated oil Companies
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2025
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
As disclosed in a Form 8-K filed on July 29, 2025 (“July 29 Form 8-K”) regarding the appointment of John B. Hess as a member of the board of directors (the “Board”) of Chevron Corporation (the “Corporation”), on July 14, 2025, in anticipation of and subject to the closing of the Corporation’s previously announced acquisition of Hess Corporation (“Hess Corp.”), which closed on July 18, 2025 (the “Closing”), Chevron U.S.A. Inc., a Pennsylvania corporation and a wholly owned subsidiary of the Corporation (“Chevron USA”), and HFO Holdings LLC, a Delaware limited liability company wholly owned by Mr. Hess (“HFO”), entered into a non-binding memorandum of understanding, pursuant to which the parties expressed their mutual desire to progress discussions with respect to (i) Chevron USA causing the transfer to HFO or its designee of Chevron USA’s interest in Hess Toy Truck LLC (“ToyCo”), a limited liability company that holds assets comprising the Hess Corp. toy truck business (other than the Transferred Trademarks (as defined below), and (ii) Chevron USA causing the assignment of its interest in HLOGO LLC (“HLOGO”), a limited liability company holding the intellectual property rights with respect to the “Hess” name and all trademarks and logos that contain “Hess” (collectively, the “Transferred Trademarks”), and the www.hess.com domain and any other domains or social media accounts that contain “Hess” (collectively, the “Electronic Assets”) to HFO or its designee.
On December 17, 2025, (i) Hess Corp. and Mr. Hess executed an agreement for Hess Corp. to sell, assign, transfer and convey to Mr. Hess a 100% membership interest in ToyCo for $40,000 effective as of April 1, 2026; and (ii) Hess Corp. and Mr. Hess executed an agreement for Hess Corp. to sell, assign, transfer and convey to Mr. Hess a 100% membership interest in HLOGO for $863,000 effective December 17, 2025. Prior to the execution of the forgoing agreements, Hess Corp. assigned to HLOGO the Electronic Assets, and HLOGO granted Chevron USA an exclusive (in the field of oil and gas business), perpetual, irrevocable, fully paid up, royalty free, worldwide license to use and display the Transferred Trademarks in connection with the oil and gas business and in connection with the ToyCo business prior to the closing of the sale of ToyCo to Mr. Hess, and HLOGO granted Chevron USA a three-year license with respect to the Electronic Assets with automatic renewals unless terminated.
In addition, as disclosed in the July 29 Form 8-K, Chevron USA and HFO entered into a transition services agreement (the “TSA”), which included the provision by Chevron USA of certain IT transition support services to facilitate the separation of the Hess family office from Hess Corp. (the “Hess IT Separation”). In connection with implementing the Hess IT Separation, Hess Corp. retained a vendor to assist with the Hess IT Separation, where the vendor’s services included assisting with identifying a managed service provider (“MSP”) for the Hess family office, identifying IT support services under the TSA, and contracting with the MSP. Hess Corp. paid the vendor $484,985 for these services, of which $107,899.78 was billed for services performed after Mr. Hess joined the Board.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 19, 2025
CHEVRON CORPORATION | |||||||||||
By: | /s/ Christopher A. Butner | ||||||||||
Christopher A. Butner | |||||||||||
Assistant Secretary and Senior Counsel | |||||||||||