What is the purpose of this 8-K filing?

This 8-K filing announces the issuance of new Floating Rate Notes due 2075 by Chevron U.S.A. Inc., a subsidiary of Chevron Corporation. It details the principal amount, maturity, interest rate structure, guarantee by the parent company, and the underwriting syndicate involved in the offering.

What is the financial impact of this note issuance on Chevron Corporation?

The issuance represents an increase in Chevron Corporation's long-term debt by $154.204 million. While it provides additional capital, it also increases the company's leverage and future interest payment obligations. The floating interest rate means that interest expenses will fluctuate with market conditions related to SOFR.

How does the guarantee from Chevron Corporation affect the Notes?

The full and unconditional guarantee from Chevron Corporation means that bondholders can look to the parent company for payment of principal and interest if Chevron U.S.A. Inc. defaults. This provides a significant layer of credit support, as the obligations rank equally with other unsecured and unsubordinated debt of Chevron Corporation.

What does 'structurally subordinated' mean for these Notes?

Structurally subordinated means that in the event of bankruptcy or liquidation of Chevron U.S.A. Inc., creditors of CUSA who hold debt other than these Notes would have a higher claim on CUSA's assets than the holders of these Notes. This is because the Notes are issued by CUSA, and CUSA's own liabilities would need to be satisfied first.

CVX 8-K SEC Disclosure

Summary

Chevron Corporation (CVX) announced through its indirect wholly-owned subsidiary, Chevron U.S.A. Inc. (CUSA), the issuance of $154.204 million in Floating Rate Notes due 2075. These notes are guaranteed by the parent corporation, Chevron Corporation, on an unsecured and unsubordinated basis, ranking equally with existing and future unsecured and unsubordinated debt of Chevron Corporation. However, investors should note that these notes will be structurally subordinated to any indebtedness of CUSA. The issuance was facilitated by an Underwriting Agreement with several major financial institutions, including Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, and UBS Securities LLC. The notes will mature in 2075 and will bear interest at a floating rate tied to Compounded SOFR minus 45 basis points, with interest payments scheduled quarterly. Chevron has also filed various registration statements and prospectus supplements related to this offering.

Key Highlights

1Chevron U.S.A. Inc. issued $154.204 million in Floating Rate Notes due 2075.
2Chevron Corporation fully and unconditionally guarantees the Notes.
3Notes rank equally with other unsecured and unsubordinated indebtedness of Chevron Corporation.
4Notes are structurally subordinated to any indebtedness of Chevron U.S.A. Inc.
5Maturity date for the Notes is December 9, 2075.
6Interest rate is a floating rate linked to Compounded SOFR minus 45 basis points.
7Key financial institutions acted as underwriters for the offering.

CHEVRON CORP 8-K Report, Corporate Update (Dec 9, 2025)

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Key Highlights

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