8-K/ALeadership Changes

CHEVRON CORP 8-K/A Report, Executive Changes (Dec 19, 2025)

Filed December 19, 2025For Securities:CVX

Summary

This 8-K/A filing from Chevron Corporation (CVX) serves as an amendment, providing updated details on transactions related to the recently closed acquisition of Hess Corporation. Specifically, it clarifies the terms under which Chevron U.S.A. Inc. will transfer its interest in Hess Toy Truck LLC (ToyCo) and HFO Holdings LLC's interest in HLOGO LLC (which holds the "Hess" brand intellectual property and electronic assets) to John B. Hess. These transactions are a consequence of the acquisition and involve the sale of membership interests in ToyCo for $40,000 and HLOGO for $863,000. Investors should note that Chevron has secured a perpetual, royalty-free license to use the "Hess" trademarks in its oil and gas business and for the ToyCo business, which is a strategic advantage. Additionally, the filing details a transition services agreement and associated vendor costs for separating the Hess family office IT infrastructure, with a portion of these costs being allocated to services performed after Mr. Hess joined the board. While the financial impact of these specific transactions is relatively minor given Chevron's scale, they represent the unwinding of specific Hess Corporation assets post-acquisition.

Key Highlights

  • 1Chevron U.S.A. Inc. to transfer interest in Hess Toy Truck LLC (ToyCo) to John B. Hess for $40,000, effective April 1, 2026.
  • 2Chevron U.S.A. Inc. to transfer interest in HLOGO LLC (holding "Hess" brand IP and electronic assets) to John B. Hess for $863,000, effective December 17, 2025.
  • 3Chevron has secured a perpetual, irrevocable, royalty-free, worldwide license to use "Hess" trademarks in its oil and gas business and for the ToyCo business.
  • 4Chevron also secured a three-year license with automatic renewals for "Hess"-related electronic assets and domains.
  • 5The transactions are a consequence of Chevron's recently closed acquisition of Hess Corporation.
  • 6Details provided on vendor costs for separating Hess family office IT infrastructure post-acquisition, with partial allocation to services after Mr. Hess joined the board.

Frequently Asked Questions

This 8-K/A filing is an amendment that provides further details and clarifies the terms of specific transactions related to the acquisition of Hess Corporation. It outlines the sale of Chevron's interests in Hess Toy Truck LLC and HLOGO LLC to John B. Hess, and the associated licensing agreements for the 'Hess' brand intellectual property and electronic assets.

Chevron U.S.A. Inc. will sell its membership interest in Hess Toy Truck LLC (ToyCo) to John B. Hess for $40,000, effective April 1, 2026. Additionally, Hess Corp. will sell its membership interest in HLOGO LLC to John B. Hess for $863,000, effective December 17, 2025.

Chevron has secured a significant perpetual, irrevocable, royalty-free, worldwide license to use the 'Hess' name and trademarks in connection with its oil and gas business and the ToyCo business. It also obtained a three-year renewable license for 'Hess'-related electronic assets and domains.

Yes, the filing mentions that Hess Corp. paid a vendor $484,985 for services related to separating the Hess family office IT infrastructure. Of this amount, $107,899.78 was for services performed after Mr. Hess joined Chevron's board.