HESS CORP: M&A transaction — Hess completes merger with Chevron, becomes wholly owned subsidiary; shares delisted

HESS CORP

Each Hess share converted into 1.025 Chevron shares; no fractional shares issued, cash in lieu.
Hess becomes direct wholly owned subsidiary of Chevron; NYSE listing withdrawn as of July 18, 2025.
All prior Hess directors and officers ceased; Harsh Goyal, Andrew D. Stead, Nicola E. Woods appointed directors.
Bruce L. Niemeyer named President of Hess; formerly President of Chevron Americas Exploration & Production.
Hess's $3.25B unsecured revolving credit facility terminated with no outstanding borrowings.

item 1.02 item 2.01 item 3.01 item 5.01 item 3.03 item 5.03 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HESS CORP: Certificate of incorporation amended and restated in its entirety upon consummation of merger.

Change: charter amendment

Exact text from the filing

Hess’s certificate of incorporation and by-laws were amended and restated in their entirety.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HESS CORP: By-laws amended and restated in their entirety upon consummation of merger.

Change: bylaw amendment

Exact text from the filing

Hess’s certificate of incorporation and by-laws were amended and restated in their entirety.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 1.0

HESS CORP underwent a change of control involving Chevron Corporation and Yankee Merger Sub Inc. for each outstanding share of common stock of Hess was converted into the right to receive 1.025 shares of common stock of Chevron and cash in lieu of fractional sh (closed 2025-07-18).

Action: change of control
Counterparty: Chevron Corporation and Yankee Merger Sub Inc.
Consideration: each outstanding share of common stock of Hess was converted into the right to receive 1.025 shares of common stock of Chevron and cash in lieu of fractional sh
Closing: 2025-07-18

Exact text from the filing

with the Merger Agreement, each outstanding share of common stock of Hess (except as otherwise specified in the Merger Agreement) was converted into the right to receive 1.025 (the “exchange ratio”) of a share of common stock of Chevron. No fractional shares of Chevron common stock were issued in the Merger, however each holder of Hess common stock that

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Source: SEC EDGAR

accession 0000950142-25-001950

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