8-KRegulation FD

CHEVRON CORP 8-K Report, Regulation FD Disclosure (Sep 25, 2025)

Filed September 25, 2025For Securities:CVX

Summary

Chevron Corporation (CVX) has filed an 8-K report disclosing preliminary estimates that could impact its third quarter 2025 financial results. The most significant factor highlighted is the estimated impact of the Hess Corporation acquisition, which is projected to result in an after-tax loss of $200 million to $400 million for the quarter. However, when adjusted to exclude severance and other transaction-related costs, the Hess acquisition is expected to contribute positively, with adjusted earnings estimated between $50 million and $150 million. Beyond the Hess acquisition, Chevron also provided other financial guidance for the third quarter. This includes an estimated $1.0 billion to $1.25 billion in capital expenditures and proceeds and deposits of $410 million related to asset sales, specifically the Malaysia/Thailand JDA asset sale. The company anticipates approximately half of the severance and transaction costs related to Hess will be incurred in Q3 2025, with the remainder spread over the next 12 months. Investors should note that this information is preliminary and has not been reviewed by independent auditors, with final results expected around October 31, 2025.

Key Highlights

  • 1Estimated Q3 2025 loss from Hess acquisition: $(200) - $(400) million (after-tax).
  • 2Adjusted Q3 2025 earnings from Hess acquisition: $50 - $150 million (after-tax), excluding transaction costs.
  • 3Severance and other transaction costs for Hess acquisition are estimated at $(350) - $(450) million (after-tax).
  • 4Q3 2025 capital expenditures projected to be between $1.0 and $1.25 billion.
  • 5Proceeds of $410 million expected from the Malaysia/Thailand JDA asset sale in Q3 2025.
  • 6Anticipated working capital outflow of $0.5 to $1.5 billion in Q3 2025.
  • 7Estimated 2 billion shares outstanding as of September 30, 2025, and approximately 1.95 billion weighted average shares outstanding for Q3 2025.

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