---
schema_version: "secwatch.filing_event.v1"
accession: "0000950142-25-001950"
form_type: "8-K"
ticker: null
cik: "0000004447"
company_name: "HESS CORP"
filed_at: "2025-07-18T23:59:59+00:00"
generated_at: "2026-05-18T05:52:22.900478+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Hess completes merger with Chevron, becomes wholly owned subsidiary; shares delisted

## Summary
- 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- Hess becomes direct wholly owned subsidiary of Chevron; NYSE listing withdrawn as of July 18, 2025.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.

## SEC filing metadata
- accession: 0000950142-25-001950
- form_type: 8-K
- cik: 0000004447
- company_name: HESS CORP
- filed_at: 2025-07-18T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 5.01, 3.03, 5.03, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/4447/000095014225001950/0000950142-25-001950-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/4447/000095014225001950/eh250651090_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950142-25-001950
- JSON: https://secwatch.observer/filing/0000950142-25-001950.json
- Plain text: https://secwatch.observer/filing/0000950142-25-001950.txt

## Key facts
- Governance Changes
  HESS CORP: Certificate of incorporation amended and restated in its entirety upon consummation of merger.
  - Change: charter amendment
  source text: Hess’s certificate of incorporation and by-laws were amended and restated in their entirety.
  evidence_url: https://www.sec.gov/Archives/edgar/data/4447/000095014225001950/0000950142-25-001950-index.htm
- Governance Changes
  HESS CORP: By-laws amended and restated in their entirety upon consummation of merger.
  - Change: bylaw amendment
  source text: Hess’s certificate of incorporation and by-laws were amended and restated in their entirety.
  evidence_url: https://www.sec.gov/Archives/edgar/data/4447/000095014225001950/0000950142-25-001950-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/4447/000095014225001950/0000950142-25-001950-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.