Chevron (CVX) S-4/ARegistration of securities issued in business combination transactions (amended)

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

TRANSACTION PROPOSED-YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Hess Corporation:

On October 22, 2023, Hess Corporation (“Hess”), Chevron Corporation (“Chevron”) and Yankee Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”), entered into a merger agreement under which, upon the terms and subject to the conditions set forth therein, Merger Subsidiary will merge with and into Hess, with Hess surviving as a direct, wholly-owned subsidiary of Chevron (the “merger”). If the merger is completed, Hess stockholders will receive, in exchange for each share of Hess common stock held immediately prior to the merger, 1.025 shares of Chevron common stock. The Hess Board of Directors (the “Hess Board”) has unanimously approved the merger agreement and recommends that Hess stockholders vote in favor of adopting the merger agreement.

The merger cannot be completed without approval of the proposal to adopt the merger agreement by the affirmative vote of holders of a majority of the outstanding shares of Hess common stock entitled to vote thereon. Because of this, Hess is holding a special meeting of its stockholders on [ ], 2024 to vote on the proposal necessary to complete the merger. Information about the meeting, the merger, the merger agreement, and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus. The Hess Board has fixed the close of business on April 12, 2024 as the record date for the determination of Hess stockholders entitled to notice of, and to vote at, the special meeting. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of Hess common stock. We urge you to read this proxy

statement/prospectus (including the annexes hereto) and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 32.

The Hess Board has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the Hess stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and directed that the merger agreement be submitted to the Hess stockholders for adoption at a meeting of such stockholders, and unanimously recommends that Hess stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, “FOR” the non-binding, advisory proposal to approve the compensation that may be paid or become payable to Hess’ named executive officers in connection with the merger and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate.

Your vote is very important regardless of the number of shares of Hess common stock that you own.

Whether or not you plan to attend the special meeting, please submit your proxy as soon as possible by following the instructions on the accompanying proxy card to make sure that your shares are represented at the meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by the broker, bank or other nominee. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

The proxy statement for the special meeting, which both summarizes the merger agreement and attaches a copy thereto, is attached to this notice, and incorporated by reference into this notice.

Thank you for your continued support.

Sincerely,

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [  ], 2024, and is first being mailed to stockholders of Hess on or about [  ], 2024.

1185 Avenue of the Americas

New York, New York 10036

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on [  ], 2024

To the Stockholders of Hess Corporation:

Hess will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the Hess Board of Directors (the “Hess Board”). Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

The special meeting will be held in a virtual meeting format only. You will not be able to attend the special meeting physically in person.

Completion of the merger is conditioned on adoption of the merger agreement by the Hess stockholders, which requires the affirmative vote of holders of a majority of the outstanding shares of Hess common stock entitled to vote thereon.

The Hess Board has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the Hess stockholders, approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and directed that the merger agreement be submitted to the Hess stockholders for adoption at a meeting of such stockholders and unanimously recommends that Hess stockholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

Your vote is very important regardless of the number of shares of Hess common stock that you own. If you plan to attend the special meeting virtually, please follow the instructions as outlined in this proxy statement/prospectus. Whether or not you expect to attend the special meeting virtually, we urge you to submit your vote in advance of the meeting. If your shares are held in the name of a broker, bank or other nominee, please vote by following the instructions on the voting instruction form furnished by the broker, bank or other nominee. If you hold your shares in your own name, submit a proxy to vote your shares as promptly as possible by (i) visiting the internet site listed on the accompanying proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the self-addressed, stamped envelope provided. Submitting a proxy will not prevent you from voting virtually at the meeting, but it will help to secure a quorum and avoid added solicitation costs if you decide not to or become unable to attend the meeting. Any eligible holder of Hess common stock may vote virtually at the special meeting, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in the proxy statement/prospectus of which this notice is a part.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting. We urge you to carefully read this proxy statement/prospectus (including the annexes hereto) and any documents incorporated by reference herein in their entirety. In particular, we urge you to carefully read the section entitled “Risk Factors” beginning on page 32.

This proxy statement/prospectus relates only to the special meeting in connection with the merger. We will separately be holding an annual meeting of stockholders, which is unrelated to the proposed merger.

If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies or need help voting your shares of Hess common stock, please contact Hess’ proxy solicitor:

MacKenzie Partners, Inc.

1407 Broadway

New York, New York 10018

Call (212) 929-5500 / Toll-Free: (800) 322-2885

Email: proxy@mackenziepartners.com

REFERENCES TO ADDITIONAL INFORMATION

Important business and financial information about Chevron are included in the annexes to this proxy statement/prospectus. In addition, this proxy statement/prospectus incorporates by reference important business and financial information about Hess from other documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into / included as annexes to this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 153.

You can obtain any of the documents incorporated by reference into or included as annexes to this proxy statement/prospectus without charge by requesting them in writing or by telephone as follows:

For information related to Chevron:

Chevron Corporation

6001 Bollinger Canyon Rd., Building A

San Ramon, California 94583

Attention: Investor Relations

Telephone: (925) 842-5690

For information related to Hess:

Hess Corporation

1185 Avenue of the Americas

New York, NY 10036

Attention: Investor Relations

Telephone: (212) 536-8940

To receive timely delivery of the documents in advance of the special meeting of Hess stockholders, you should make your request no later than [  ], 2024, which is five business days before the meeting.

You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the Securities and Exchange Commission (the “SEC”) website at www.sec.gov. In addition, you may obtain copies of documents filed by Chevron with the SEC by accessing Chevron’s website at www.chevron.com under the tab “Investors” and then under the heading “SEC Filings.” You may also obtain copies of documents filed by Hess with the SEC by accessing Hess’ website at www.hess.com under the tab “Investors” and then under the heading “Financial Information” and then under the sub-heading “SEC Filings.”

We are not incorporating the contents of the websites of the SEC, Chevron, Hess or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Chevron (File No. 333-277356), constitutes a prospectus of Chevron under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $0.75 per share, of Chevron (“Chevron common stock”) to be issued to Hess stockholders pursuant to the merger agreement. This document also constitutes a proxy statement of Hess under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the special meeting, at which Hess stockholders will be asked to consider and vote on the adoption of the merger agreement and other related proposals.

Chevron has supplied all information contained in this proxy statement/prospectus (including the annexes hereto), relating to Chevron and Merger Subsidiary, and Hess has supplied all such information relating to Hess contained in this proxy statement/prospectus or incorporated by reference herein.

You should rely only on the information contained in this proxy statement/prospectus, the annexes hereto and the information incorporated by reference into this proxy statement/prospectus. Chevron and Hess have not authorized anyone to provide you with information other than the information that is contained in this proxy statement/prospectus (including the annexes hereto) or incorporated by reference into this proxy statement/prospectus. Chevron and Hess take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. This proxy statement/prospectus is dated [    ], 2024, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information included as annexes to this proxy statement/prospectus or incorporated by reference herein is accurate as of any date other than the date of such document. Neither Chevron nor Hess assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law. Neither the mailing of this proxy statement/prospectus to Hess stockholders nor the issuance by Chevron of shares of Chevron common stock pursuant to the merger agreement will create any implication to the contrary.

TABLE OF CONTENTS

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Annex A: Agreement and Plan of Merger

Exhibit A - Form of Voting Agreement

Exhibit B - Form of Certificate of Incorporation of Surviving Corporation

Annex B: Voting and Support Agreement

Annex C: Opinion of Goldman Sachs & Co. LLC

Annex D: Annual Report of Chevron Corporation on Form 10-K for the fiscal year ended December 31, 2023

Annex F: Current Report of Chevron Corporation on Form 8-K filed with the SEC on February 2, 2024

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers briefly address some commonly asked questions about the merger and the special meeting of Hess stockholders (the “special meeting”). They may not include all of the information that is important to Hess stockholders. Hess stockholders should carefully read this entire proxy statement/prospectus (including the annexes hereto) and the other documents referred to or incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 153 of this proxy statement/prospectus.

Q: What is the merger?

Chevron Corporation (“Chevron”), Yankee Merger Sub Inc., a direct, wholly-owned subsidiary of Chevron (“Merger Subsidiary”), and Hess Corporation (“Hess”) have entered into an Agreement and Plan of Merger, dated as of October 22, 2023 (as it may be amended from time to time, the “merger agreement”). A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed acquisition of Hess by Chevron. Under the merger agreement, subject to satisfaction (or, to the extent permitted by law and in accordance with the merger agreement, waiver) of the conditions to the merger set forth in the merger agreement and described in this proxy statement/prospectus, Merger Subsidiary will merge with and into Hess, with Hess continuing as the surviving corporation and a direct, wholly-owned subsidiary of Chevron (the “merger” or the “transaction”).

As a result of the merger, Hess will become a direct, wholly-owned subsidiary of Chevron and will no longer be a publicly held company. Following the merger, the shares of common stock, par value $1.00 per share, of Hess (“Hess common stock”) will be delisted from the New York Stock Exchange (“NYSE”) and will be deregistered under the Exchange Act, after which Hess will no longer be required under SEC rules and regulations to file periodic reports with the SEC in respect of Hess common stock.

Q: Why am I receiving these materials?

Chevron and Hess are sending these materials to Hess stockholders to help them decide how to vote their shares of Hess common stock with respect to the merger and other matters to be considered at the special meeting.

Hess is holding a special meeting of its stockholders to vote on the proposal to adopt the merger agreement and other related proposals. Information about the special meeting, the merger and the other business to be considered by Hess stockholders at the special meeting is contained in this proxy statement/prospectus. The merger cannot be completed unless Hess stockholders adopt the merger agreement with the affirmative vote of the holders of a majority of the outstanding shares of Hess common stock entitled to vote thereon.

This proxy statement/prospectus constitutes both a prospectus of Chevron and a proxy statement of Hess. It is a prospectus because Chevron will issue shares of its common stock in exchange for outstanding shares of Hess common stock in the merger. It is a proxy statement because the board of directors of Hess (the “Hess Board”) is soliciting proxies from its stockholders.

Q: What will Hess stockholders receive in the merger?

In the merger, Hess stockholders will receive 1.025 (the “exchange ratio”) validly issued, fully paid and non-assessable shares of Chevron common stock (the “merger consideration”) for each share of

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Hess common stock other than cancelled shares (as defined below). This exchange ratio is fixed and will not be adjusted to reflect changes in the stock price of either company before the merger is complete. The exchange ratio will, however, be adjusted appropriately to fully reflect the effect of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon, with respect to outstanding shares of capital stock of either Chevron or Hess with a record date between the date of the merger agreement and the completion of the merger. No fractional shares of Chevron common stock will be issued in connection with the merger. Each holder of Hess common stock that otherwise would have been entitled to receive a fractional share of Chevron common stock immediately prior to the effective time of the merger will have the right to receive an amount in cash (without interest and rounded to the nearest cent) in lieu of such fractional share. The value of such cash payment will be calculated by the exchange agent and will represent the holder’s proportionate interest in a trust of proceeds established from the open-market sale of that number of shares of Chevron common stock equal to the excess of (x) the aggregate number of shares of Chevron common stock to be delivered to the exchange agent by Chevron pursuant to the terms of the merger agreement over (y) the aggregate number of whole shares of Chevron common stock to be distributed to Hess stockholders pursuant to the terms of the merger agreement. Chevron stockholders will continue to own their existing shares of Chevron common stock, the form of which will not be changed by the transaction. For more details on the merger consideration, see “The Merger Agreement—Merger Consideration” beginning on page 90.

Q: What equity stake will Hess stockholders hold in Chevron immediately following the merger?

For more details on the merger consideration and the treatment of Hess equity awards, see “The Merger Agreement—Merger Consideration” beginning on page 90 and “The Merger Agreement—Merger Consideration—Treatment of Hess Equity Awards” beginning on page 93, respectively.

Q: When do Hess and Chevron expect to complete the merger?

Q: Is Chevron’s obligation to complete the merger subject to Chevron receiving financing?

No. Chevron’s obligations under the merger agreement are not subject to any condition regarding its ability to finance, or obtain financing for, the merger.

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Q: What happens if the merger is not completed?

If the merger agreement is not adopted by Hess stockholders or if the merger is not completed for any other reason, Hess stockholders will not receive any consideration for their shares of Hess common stock. Instead, Hess will remain an independent public company, Hess common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and Hess will continue to file periodic reports with the SEC. Under specific circumstances, Hess may be required to pay Chevron a termination fee of $1,715,000,000. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page 119.

Q: Will the shares of Chevron common stock I acquire in the merger receive a dividend?

After the closing of the merger, as a holder of Chevron common stock, you will receive the same dividends on shares of Chevron common stock that all other holders of shares of Chevron common stock will receive with any dividend record date that occurs after the closing of the merger.

Q: Will I continue to receive dividends in respect of my shares of Hess common stock?

Prior to the closing of the merger, Hess and Chevron will coordinate regarding the declaration and payment of dividends in respect of their common stock and the record dates and payment dates relating thereto, so as to ensure that you do not receive two dividends, or fail to receive one dividend, in any quarter with respect to your shares of Hess common stock and the shares of Chevron common stock that you receive in exchange therefor in the merger.

After the closing of the merger, former Hess stockholders who hold Hess share certificates will not be entitled to be paid dividends otherwise payable on the shares of Chevron common stock into which their shares of Hess common stock are exchangeable until they surrender their Hess share certificates according to the instructions provided to them. Dividends will be accrued for those stockholders and they will receive such accrued dividends when they surrender their Hess share certificates.

After the closing of the merger, all Chevron dividends will remain subject to approval by Chevron’s board of directors (the “Chevron Board”).

Q: Who can vote at the special meeting?

Q: What am I being asked to vote on, and why is this approval necessary?

Hess stockholders are being asked to vote on the following proposals:

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Approval of the merger proposal by the affirmative vote of holders of a majority of the outstanding shares of Hess common stock entitled to vote thereon is required for completion of the merger. The completion of the merger is not conditioned on the approval of the merger-related compensation proposal or the adjournment proposal.

Q: What vote is required to approve each proposal at the special meeting?

The merger proposal: The affirmative vote of holders of a majority of the outstanding shares of Hess common stock entitled to vote thereon is required to approve the merger proposal (the “Hess stockholder approval”).

The merger-related compensation proposal: The affirmative vote of holders of a majority of the shares of Hess common stock present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the advisory (non-binding) merger-related compensation proposal. Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either Hess or Chevron. Accordingly, if the merger agreement is adopted and the merger is completed, the merger-related compensation will be payable to Hess’ named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Hess’ stockholders.

The adjournment proposal: The affirmative vote of the holders of a majority of the shares of Hess common stock present in person or represented by proxy at the special meeting and entitled to vote thereon is required to approve the adjournment proposal. If Hess stockholders approve the adjournment proposal, subject to the terms of the merger agreement, Hess could adjourn the special meeting and use the additional time to solicit additional proxies, including soliciting proxies from Hess stockholders who have previously voted. Hess does not intend to call a vote on the adjournment proposal if the merger proposal is approved at the special meeting.

Q: What happens if the non-binding, advisory merger-related compensation proposal is not approved?

Because the vote on the merger-related compensation proposal is advisory only, it will not be binding on either Hess or Chevron. Accordingly, if the merger agreement is adopted and the merger is completed, the merger-related compensation will be payable to Hess’ named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of Hess’ stockholders.

Q: What constitutes a quorum?

The presence at the special meeting, in person or by proxy, of the holders of a majority of the outstanding shares of Hess common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business at the special meeting. Virtual attendance at the special meeting will constitute presence in person for the purpose of determining the presence of a quorum for the

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transaction of business at the special meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Brokers, banks or other nominees that hold shares for beneficial owners do not have discretionary authority to vote the shares as to any matter at the meeting without receiving voting instructions from the beneficial owners. Such shares will be considered to be broker non-votes and will not be counted as present for quorum purposes.

A quorum is necessary to transact business at the special meeting. Hess’ by-laws provide that if a quorum fails to attend any meeting, the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present. If the adjournment is for more than 30 days or if after the adjournment, a new record date is fixed for the adjourned meeting, Hess will provide a notice of the adjourned meeting to each stockholder of record entitled to vote at the meeting.

Q: How does the Hess Board recommend that I vote?

The Hess Board unanimously recommends that Hess stockholders vote “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

Q: What do I need to do now?

After carefully reading and considering the information contained in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference herein, please vote your shares as soon as possible so that your shares will be represented at the special meeting. Please follow the instructions set forth on the accompanying proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

Please do not submit your Hess stock certificates or other evidence of ownership at this time. If the merger is completed, you will receive instructions for surrendering your Hess stock certificates in exchange for shares of Chevron common stock from the exchange agent.

Please carefully consider the information contained in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference herein. Whether or not you plan to attend the special meeting, Hess encourages you to submit your proxy to vote via the internet, by telephone or by mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the special meeting.

Q: How can I attend the special meeting?

Q: How do I vote?

If you are a stockholder of record of Hess as of the close of business on the Hess record date, you may submit your proxy before the special meeting in one of the following ways:

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Even if you plan to attend the special meeting, Hess recommends that you vote your shares in advance as described below so that your vote will be counted even if you later decide not to or become unable to attend the special meeting.

Q: When and where is the special meeting of stockholders? What must I bring to attend the special meeting?

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Q: If my shares are held in “street name” by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please

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Applicable stock exchange rules permit brokers to vote their customers’ stock held in street name on routine matters when the brokers have not received voting instructions from their customers. Those rules do not, however, allow brokers to vote their customers’ stock held in street name on non-routine matters unless they have received voting instructions from their customers. In such cases, the uninstructed shares for which the broker is unable to vote are called broker non-votes. The merger proposal, the merger-related compensation proposal and the adjournment proposal are non-routine matters on which brokers are not allowed to vote unless they have received voting instructions from their customers. You must provide voting instructions to your broker for your shares to be voted.

If you are a Hess “street name” stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

Q: What if I fail to vote or abstain?

For purposes of the special meeting, an abstention occurs when a stockholder attends the special meeting virtually and does not vote or returns a proxy with an “abstain” instruction.

Merger proposal: An abstention or failure to vote will have the same effect as a vote cast “AGAINST” the merger proposal.

Merger-related compensation proposal: An abstention will have the same effect as a vote cast “AGAINST” the merger-related compensation proposal. If a Hess stockholder is not present virtually at the special meeting and does not respond by proxy, it will have no effect on the vote for the merger-related compensation proposal (assuming a quorum is present).

Adjournment proposal: An abstention will have the same effect as a vote cast “AGAINST” the adjournment proposal. If a Hess stockholder is not present virtually at the special meeting and does not respond by proxy, it will have no effect on the vote for the adjournment proposal (assuming a quorum is present).

Q: What will happen if I return my proxy card or voting instruction form without indicating how to vote?

If you sign and return your proxy card or voting instruction form without indicating how to vote on any particular proposal, the Hess common stock represented by your proxy will be voted as recommended by the Hess Board with respect to that proposal.

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Q: May I change or revoke my vote after I have delivered my proxy card or voting instruction form?

Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting as described herein. You may do this in one of four ways:

If you are a street name stockholder and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

Q: What are the material U.S. federal income tax consequences of the merger?

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and Chevron and Hess intend to report the merger consistent with such qualification. It is a condition to Hess’ obligation to complete the merger that Hess receive an opinion from outside counsel to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Provided the merger so qualifies, a U.S. holder (as defined in “The Merger—Material U.S. Federal Income Tax Consequences”) of Hess common stock generally would not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Hess common stock for Chevron common stock (except for any gain or loss, if any, recognized with respect to any cash received in lieu of a fractional share of Chevron common stock).

An opinion of counsel represents such counsel’s judgment and is not binding on the Internal Revenue Service (the “IRS”) or any court and the IRS or a court may disagree with the conclusion in the opinion of counsel. Chevron and Hess have not sought, and will not seek, any ruling from the IRS regarding any matters related to the transactions, and as a result, there can be no assurance that the IRS would not assert that the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, or that a court would not sustain such a position.

All holders of Hess common stock should consult with a tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the merger to them. See “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page 84 for additional information.

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Q: Am I entitled to exercise appraisal rights in connection with the merger instead of receiving the merger consideration for my shares of Hess common stock?

Hess stockholders are not entitled to appraisal rights in connection with the merger. For additional information, see “The Merger—No Appraisal Rights” beginning on page 82.

Q: What will happen to Hess equity awards?

At the effective time of the merger, each outstanding option with respect to shares of Hess common stock (each, a “Hess option”), whether or not vested, will be converted into an option with respect to shares of Chevron common stock (each, a “Chevron option”), on the same terms and conditions as were applicable under such Hess option immediately prior to the effective time of the merger (including any provisions for acceleration) with respect to the number (rounded down to the nearest whole number) of shares of Chevron common stock underlying each such new Chevron option determined by multiplying (i) the number of shares of Hess common stock subject to such Hess option immediately prior to the effective time of the merger by (ii) the exchange ratio. The exercise price applicable to any such Chevron option at and after the effective time of the merger will be an amount (rounded up to the nearest one hundredth of a cent) equal to (i) the exercise price applicable to such Hess option immediately prior to the effective time of the merger divided by (ii) the exchange ratio.

At the effective time of the merger, each award of restricted stock that corresponds to shares of Hess common stock (each, a “Hess RS award”), whether or not vested, will be converted into an award of restricted stock that corresponds to shares of Chevron common stock (each, a “Chevron RS award”), on the same terms and conditions as were applicable under such Hess RS award immediately prior to the effective time of the merger (including any provisions for acceleration) with respect to the number (rounded down to the nearest whole number) of shares of Chevron common stock underlying each such new Chevron RS award determined by multiplying (i) the number of shares of Hess common stock subject to such Hess RS award immediately prior to the effective time of the merger by (ii) the exchange ratio. In lieu of any fractional shares of Chevron common stock, the holder will become entitled to receive an amount in cash (without interest and rounded to the nearest cent) on the applicable vesting date based on the closing trading price of Chevron common stock as reported by Bloomberg, L.P. on such date. Any accrued but unpaid dividends or distributions, if any, with respect to any Hess RS award will carry over to a Chevron RS award and be paid in accordance with the terms and conditions as were applicable to such Hess RS award.

At the effective time of the merger, each award of performance share units that corresponds to shares of Hess common stock for which vesting is conditioned in full or in part based on achievement of performance goals or metrics (each, a “Hess PSU award”) will be treated as follows:

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For additional information on certain other compensation-related matters covered in the merger agreement that affect Hess’ directors and executive officers, please see the section entitled “The Merger—Interests of Directors and Executive Officers of Hess in the Merger” beginning on page 67.

Q: What happens if I sell my shares of Hess common stock after the Hess record date but before the special meeting?

The Hess record date (the close of business on April 12, 2024) is earlier than the date of the special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of Hess common stock after the Hess record date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive the merger consideration in respect of such transferred shares to be received by Hess stockholders in the merger. In order to receive the merger consideration, you must hold your shares through completion of the merger.

Q: Are there any risks that I should consider in deciding whether to vote in favor of the merger proposal?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 32. You also should read and carefully consider the risk factors of Chevron and Hess contained in the documents included as annexes to this proxy statement/prospectus and incorporated by reference herein.

Q: What should I do if I receive more than one set of voting materials?

If you hold shares of Hess common stock in “street name” and also directly as a record holder or otherwise or if you hold shares of Hess common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the special meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Hess common stock are voted. If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the procedures provided by your broker, bank or other nominee to vote your shares.

Q: Who will tabulate and certify the vote?

Representatives of Broadridge Financial Solutions will tabulate the votes cast at the special meeting, and representatives of [ ] will act as the Independent Inspector of Election.

Q: Where can I find the voting results of the special meeting?

The preliminary voting results will be announced at the special meeting. In addition, within four business days following certification of the final voting results, Hess intends to file the final voting results with the SEC on a Current Report on Form 8-K.

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Q: Whom should I contact if I have any questions about the proxy materials or voting?

If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact the proxy solicitation agent for Hess, at:

MacKenzie Partners, Inc.

1407 Broadway

New York, New York 10018

Call (212) 929-5500 / Toll-Free: (800) 322-2885

Email: proxy@mackenziepartners.com

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements with respect to the merger between Chevron and Hess, including any statements regarding the expected timetable for completing the merger, the ability to complete the merger, the expected benefits of the merger (including, but not limited to, anticipated accretion to cash flow per share) and projected operational and capital synergies, projected financial information, future opportunities, and any other statements regarding Chevron’s and Hess’ future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. These statements are often, but not always, made through the use of words such as “expects,” “focus,” “intends,” “anticipates,” “plans,” “targets,” “poised,” “advances,” “drives,” “aims,” “forecasts,” “believes,” “approaches,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “progress,” “may,” “can,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “commits,” “on track,” “objectives,” “goals,” “projects,” “strategies,” “opportunities,” “potential,” “ambitions,” “aspires” and similar expressions, and variations or negatives of these words, but not all forward-looking statements include such words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the potential transaction, including the expected time period to consummate the potential transaction, and the anticipated benefits (including synergies) of the potential transaction. All such forward-looking statements are based upon current plans, estimates, expectations and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of Chevron and Hess, that could cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual results to differ materially include, but are not limited to:

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These forward-looking statements reflect Chevron’s and Hess’ current views with respect to future events and are based on numerous assumptions and assessments made by Chevron and Hess in light of their experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this document could cause Chevron’s and Hess’ plans with respect to the merger, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this document are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this proxy statement/prospectus or, in the case of the information included as annexes to this proxy statement/prospectus or incorporated by reference herein, as of the date of such document. Neither Chevron nor Hess assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

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RISK FACTORS

In addition to the other information included in this proxy statement/prospectus (including the annexes hereto) and the information incorporated by reference herein, including, among others, the matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” Hess stockholders should carefully consider the following risk factors before deciding whether to vote for the proposal to adopt the merger agreement. In addition, you should read and consider the risks associated with each of the businesses of Hess and Chevron because these risks will relate to Chevron following the completion of the merger. Descriptions of some of these risks can be found in the respective Annual Reports of Chevron and Hess on Form 10-K for the fiscal year ended December 31, 2023 (which in the case of Chevron is included as Annex D to this proxy statement/prospectus), as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. You should also consider the other information in this proxy statement/prospectus (including the annexes hereto) and the other documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 153.

Risks Related to the Merger

The merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the merger in a timely manner or at all could have adverse effects on Hess.

The completion of the merger is subject to a number of conditions, including, among others, (i) the approval by Hess stockholders of the merger proposal and (ii) the expiration or termination of the waiting period under the HSR Act or approval of any Guyanese governmental body, agency or authority that asserts its approval is required in connection with the transaction, which make the completion and timing of the completion of the merger uncertain. With respect to the Stabroek ROFR (as defined in the section entitled “The Merger—Stabroek JOA”), if the arbitration does not result in a confirmation that the Stabroek ROFR is inapplicable to the merger, and if Chevron, Hess, Exxon and/or CNOOC do not otherwise agree upon an acceptable resolution, then there would be a failure of a closing condition under the merger agreement, in which case the merger would not close. Some of these conditions are not in Hess’ or Chevron’s control. For a more detailed discussion regarding conditions to the merger, see “The Merger Agreement—Conditions to Completion of the Merger” beginning on page 117.

Further, subject to any then ongoing arbitration relating to the Stabroek JOA, either Chevron or Hess may terminate the merger agreement if the merger has not been completed by October 22, 2024, (or April 22, 2025 or October 22, 2025, if the applicable end date is extended pursuant to the merger agreement) or by such later date as the parties may mutually agree. The merger agreement provided for an initial end date of April 18, 2024, but the parties have each waived the right to exercise any termination right available to it with respect to the initial April 18, 2024 end date. However, this right to terminate the merger agreement will not be available to any party whose failure to perform any obligation under the merger agreement has principally caused or resulted in the failure of the merger to be consummated on or before that date.

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If the merger is not completed, Hess’ ongoing business, financial condition, financial results and stock price may be materially adversely affected. Without realizing any of the benefits of having completed the merger, Chevron and Hess will be subject to a number of risks, including the following:

The materialization of any of these risks could adversely impact Chevron’s and Hess’ respective ongoing businesses, financial condition, financial results and stock price. Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger.

If the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the Hess stockholders may be required to pay substantial U.S. federal income taxes.

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and Chevron and Hess intend to report the merger consistent with such qualification. It is a condition to Hess’ obligation to complete the merger that Hess receive an opinion from outside counsel to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. However, an opinion of counsel represents such counsel’s judgment and is not binding on the IRS or any court and the IRS or a court may disagree with the conclusion in the opinion of counsel. Chevron and Hess have not sought, and will not seek, any ruling from the IRS regarding any matters

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relating to the transactions, and as a result, there can be no assurance that the IRS would not assert, or that a court would not sustain, a position contrary to the treatment of the merger as a “reorganization” within the meaning of Section 368(a) of the Code. If the IRS or a court determines that the merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder of Hess common stock generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of the Chevron common stock received in the merger, and such U.S. holder’s aggregate tax basis in the corresponding Hess common stock surrendered in the merger. See “The Merger—Material U.S. Federal Income Tax Consequences” beginning on page 84.

The merger agreement contains provisions that limit Hess’ ability to pursue alternatives to the merger, could discourage a potential competing acquiror of Hess from making a favorable alternative transaction proposal and, in specified circumstances, could require Hess to pay a termination fee to Chevron.

The merger agreement contains certain provisions that restrict Hess’ ability to initiate, solicit, knowingly encourage or knowingly facilitate or, subject to certain exceptions, engage in discussions or negotiations with respect to, or approve or recommend, any third-party acquisition proposal. Further, even if the Hess Board withdraws or qualifies its recommendation with respect to the adoption of the merger agreement, unless the merger agreement has been terminated in accordance with its terms, Hess will still be required to submit each of its merger-related proposals to a vote at the special meeting. In addition, Chevron generally has an opportunity to offer to modify the terms of the transactions contemplated by the merger agreement in response to any third-party acquisition proposal before the Hess Board may withdraw or qualify its recommendation with respect to the merger-related proposal or otherwise terminate the merger agreement.

In some circumstances, upon termination of the merger agreement, Hess will be required to pay a termination fee of $1,715,000,000 to Chevron. See the sections titled “The Merger Agreement—Covenants and Agreements— No Solicitation” and “The Merger Agreement—Termination of the Merger Agreement” beginning on pages 101 and 119, respectively.

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Hess or pursuing an alternative transaction from considering or proposing such a transaction, even if such third-party acquiror or merger partner were prepared to pay consideration with a higher per share cash or market value than the per share cash or market value proposed to be received or realized in the merger. In particular, the termination fee, if applicable, could result in a potential third-party acquiror or merger partner proposing to pay consideration with a lower per share cash or market value to the Hess stockholders than it might otherwise have proposed to pay absent such termination fee.

If the merger agreement is terminated and Hess determines to seek another business combination, Hess may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger agreement.

The merger is subject to the requirements of the HSR Act, and regulatory authorities may impose conditions that could have an adverse effect on Hess and/or Chevron following the transaction or that could delay, prevent or increase the costs associated with completion of the merger.

Before the merger may be completed, any waiting period (or extension thereof) under the provisions of the HSR Act must have expired or been terminated. In deciding whether to grant the

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required approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations or other confirmations, the relevant governmental entities may impose requirements, limitations or costs or place restrictions on the conduct of the business of Chevron following the transaction. Under the merger agreement, Chevron and Hess have agreed to use their respective reasonable best efforts to obtain as soon as practicable all approvals, consents, registrations, permits, expirations or terminations of waiting periods, authorizations and other confirmations required to be obtained from any third party or governmental body, agency, authority or official which are necessary, proper or advisable to consummate the merger. However, notwithstanding the foregoing, Chevron and its subsidiaries are not required to take (or to request or authorize Hess or any of its subsidiaries to undertake) any action if it would, or would reasonably be expected to, result in a substantial detriment. For this purpose, “substantial detriment” will mean any one of the following:

In addition, if any Guyanese governmental body, agency or authority of competent jurisdiction asserts that its approval is required as a result of the consequences of the merger in Guyana on Hess’ assets in Guyana (which has not occurred as of the date of this proxy statement/prospectus), approval of such governmental body, agency or authority will become a condition to each party’s obligation to complete the merger. Other governmental agencies, bodies, authorities or entities may also impose conditions, terms, obligations or restrictions in connection with their approval of or consent to the merger, and such conditions, terms, obligations or restrictions may delay completion of the merger or impose additional material costs on or materially limit Chevron’s revenues following the completion of the merger. There can be no assurance that governmental agencies, bodies, authorities or entities will choose not to impose such conditions, terms, obligations or restrictions, and, if imposed, such conditions, terms, obligations or restrictions may delay or lead to the abandonment of the merger. At any time before or after consummation of the merger, notwithstanding the early termination of the applicable waiting period under the HSR Act, the FTC, the DOJ or any state could take such action under antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger or seeking the divestiture of substantial assets of Chevron or Hess

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or their respective subsidiaries. For a more detailed description of the regulatory review process, see the section entitled “The Merger—Regulatory Approvals Required for the Merger” beginning on page 78.

The exchange ratio is fixed and will not be adjusted in the event of any change in either Chevron’s or Hess’ stock price.

Upon completion of the merger, each share of Hess common stock will be converted into the right to receive 1.025 validly issued, fully paid and non-assessable shares of Chevron common stock (other than cancelled shares). This exchange ratio was fixed in the merger agreement and will not be adjusted for changes in the market price of either Chevron common stock or Hess common stock between the date the merger agreement was signed and completion of the merger. Due to the fixed exchange ratio, fluctuations in the price of Chevron common stock will drive corresponding changes in the value of the merger consideration payable to each Hess stockholder. As a result, changes in the price of Chevron common stock prior to the completion of the merger will affect the market value that Hess stockholders will become entitled to receive on the date of the closing. Stock price changes may result from a variety of factors (many of which are beyond Chevron’s or Hess’ control), such as changes in Chevron’s or Hess’ respective business, operations and prospects; changing crude oil and natural gas prices, as well as crude oil production quotas; overall demand for crude oil and natural gas commodities; the continued effects of the COVID-19 pandemic and governmental and business responses to the pandemic; and changes in government rules and regulations in the countries in which each of Chevron and Hess operate.

These variations could result from changes in the business, operations or prospects of Chevron or Hess prior to or following the completion of the merger, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Chevron or Hess. At the time of the special meeting, Hess stockholders will not know with certainty the value of the shares of Chevron common stock that they will receive upon completion of the merger.

Members of the Hess Board and management have interests in the merger that are different from, or in addition to, those of other stockholders.

In considering whether to adopt the merger agreement and approve the transactions contemplated thereby, Hess stockholders should recognize that members of management and the Hess Board have interests in the merger that differ from, or are in addition to, their interests as stockholders of Hess.

The executive officers of Hess have arrangements with Hess that provide for certain severance payments or benefits, accelerated vesting of certain equity-based awards and other rights and other

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payments or benefits upon completion of the merger and/or if their employment or service is terminated under certain circumstances following the completion of the merger. In addition, the executive officers and directors of Hess also have rights to indemnification, advancement of expenses and directors’ and officers’ liability insurance that will survive the completion of the merger. The Hess Board was aware of these interests and considered them, among other matters, in approving the merger agreement and making its recommendation that the Hess stockholders vote “FOR” the merger proposal and “FOR” the merger-related compensation proposal.

These interests are further described in “The Merger—Interests of Directors and Executive Officers of Hess in the Merger” beginning on page 67.

Each party is subject to business uncertainties and contractual restrictions while the proposed merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom Chevron or Hess has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Chevron or Hess, as the case may be, as a result of the merger. Under the terms of the merger agreement, each of Chevron and Hess is subject to certain restrictions on the conduct of its respective business prior to completing the merger, which may restrict Chevron’s ability to acquire assets or Hess’ ability to execute certain of its business strategies, including, with respect to Hess, the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could adversely affect each party’s respective businesses and operations prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements—Conduct of Business” beginning on page 94.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger.

The opinion of Hess’ financial advisor will not reflect changes in circumstances between the signing of the merger agreement and the completion of the merger.

Hess has received an opinion from its financial advisor in connection with the signing of the merger agreement, but has not obtained any updated opinion from its financial advisor as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Chevron or Hess, general market and economic conditions and other factors that may be beyond the control of Chevron or Hess, and on which Hess’ financial advisor’s opinion was based, may significantly alter the value of Chevron or Hess or the prices of the shares of Chevron common stock or Hess common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because Hess does not currently anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the merger consideration from a financial point of view at the time the merger is completed. The Hess Board’s recommendation that Hess stockholders vote “FOR” approval of the merger proposal, “FOR” the non-binding merger-related compensation proposal and “FOR” the adjournment proposal, however, is made as of the date of this proxy statement/prospectus.

For a description of the opinion that Hess received from its financial advisor, see the section entitled “The Merger—Opinion of Hess’ Financial Advisor” beginning on page 55. A copy of the

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opinion of Goldman Sachs, Hess’ financial advisor, is attached as Annex C to this proxy statement/prospectus.

Hess may be unable to attract or retain key employees during the pendency of the merger.

In connection with the pending merger, Hess’ current and prospective employees may experience uncertainty about their future roles with Chevron following the merger, which may materially adversely affect Hess’ ability to attract and retain key personnel during the pendency of the merger. Key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with Chevron following the merger. Accordingly, no assurance can be given that Hess will be able to retain key employees to the same extent that Hess has been able to in the past.

Potential litigation against Chevron and Hess could result in substantial costs, an injunction preventing the completion of the merger and/or a judgment resulting in the payment of damages.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on Chevron’s and Hess’ respective liquidity and financial condition. See “The Merger—Litigation Relating to the Merger” beginning on page 83 for a description of the lawsuit that has been filed in connection with the merger as of the date of this proxy statement/prospectus.

Stockholders of Hess may file lawsuits against Chevron, Hess and/or the directors and officers of either company in connection with the merger. These lawsuits could prevent or delay the completion of the merger and result in significant costs to Hess and/or Chevron, including any costs associated with the indemnification of directors and officers. There can be no assurance that any of the defendants will be successful in the outcome of any potential lawsuits.

Completion of the merger may trigger change in control or other provisions in certain agreements to which Hess is a party, which may have an adverse impact on Chevron’s business and results of operations after the merger.

The completion of the merger may trigger change in control and other provisions in certain agreements to which Hess is a party. If Chevron and Hess are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Chevron and Hess are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Hess or Chevron following the transaction.

Hess stockholders are not entitled to appraisal rights in connection with the merger.

Appraisal rights are statutory rights that enable stockholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the applicable transaction. Under the DGCL, holders of shares of Hess common stock will not have rights to an appraisal of the fair value of their shares in connection with the merger. See “The Merger—No Appraisal Rights” beginning on page 82 for additional information.

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The shares of Chevron common stock to be received by Hess stockholders upon completion of the merger will have different rights from shares of Hess common stock.

Upon completion of the merger, Hess stockholders will no longer be stockholders of Hess but will instead become stockholders of Chevron, and their rights as Chevron stockholders will be governed by the terms of Chevron’s certificate of incorporation, as amended (“Chevron’s certificate of incorporation”), and Chevron’s by-laws, as amended (“Chevron’s by-laws”). The terms of Chevron’s certificate of incorporation and Chevron’s by-laws are in some respects materially different than the terms of Hess’ certificate of incorporation, as amended (“Hess’ certificate of incorporation”), and Hess’ by-laws, which currently govern the rights of Hess stockholders. See “Comparison of Rights of Stockholders of Chevron and Hess” beginning on page 138 for a discussion of the different rights associated with shares of Hess common stock and shares of Chevron common stock.

Hess stockholders will have a significantly reduced ownership and voting interest after the merger and will exercise less influence over the policies of Chevron following the transaction than they now have on the policies of Hess.

Chevron stockholders currently have the right to vote in the election of the Chevron Board and on other matters affecting Chevron. Hess stockholders currently have the right to vote in the election of the Hess Board and on other matters affecting Hess. Immediately after the merger is completed, it is expected that current Chevron stockholders will own approximately 85.3% of the shares of outstanding common stock of Chevron following the transaction, and current Hess stockholders will own approximately 14.7% of the common stock outstanding of Chevron following the transaction. As a result, current Hess stockholders will have significantly less influence on the policies of Chevron than they now have on the policies of Hess.

Risks Related to Chevron After Completion of the Merger

Chevron may not achieve the intended benefits and the merger may disrupt its current plans or operations.

There can be no assurance that Chevron will be able to successfully integrate Hess’ assets or otherwise realize the expected benefits of the potential transaction (including capital expenditures efficiencies and operational synergies). Difficulties in integrating Hess into Chevron may result in Chevron performing differently than expected, in operational challenges or in the failure to realize anticipated synergies and efficiencies in the expected timeframe or at all, including run-rate cost synergies of approximately $1 billion before tax within a year of closing the merger, in which case the merger may not be accretive to Chevron’s cash flow per share in 2025. The integration of the two companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining or attracting business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses; consolidating corporate and administrative infrastructures and eliminating duplicative operations; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; as well as potential unknown liabilities, unforeseen expenses relating to integration, or delays associated with the acquisition.

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The market price of Chevron common stock after the merger may be affected by factors different from those affecting the price of Chevron common stock or Hess common stock before the merger.

Upon completion of the merger, holders of Chevron common stock and Hess common stock will be holders of Chevron common stock. As the businesses of Chevron and Hess are different, the results of operations as well as the price of Chevron common stock may in the future be affected by factors different from those factors affecting Chevron and Hess as independent standalone companies. Chevron following the transaction will face additional risks and uncertainties that Chevron or Hess may currently not be exposed to as independent companies.

The market price of Chevron common stock may decline as a result of the merger.

The market price of Chevron common stock may decline as a result of the merger if, among other things, it is unable to achieve the expected benefits and synergies of the merger, if the merger is not completed within the anticipated timeframe or if the transaction costs related to the merger are greater than expected. The market price of Chevron common stock also may decline if Chevron does not achieve the perceived benefits and expected synergies of the merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the merger on Chevron’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

The merger may result in a loss of customers, distributors, suppliers, vendors, landlords and other business partners and may result in the termination of existing contracts.

Following the merger, some of the customers, distributors, suppliers, vendors, landlords and other business partners of Hess may terminate or scale back their current or prospective business relationships with Chevron. Some customers may not wish to source a larger percentage of their needs from a single company or may feel that Chevron is too closely allied with one of their competitors. In addition, Hess has contracts with customers, distributors, suppliers, vendors, landlords and other business partners that may require it to obtain consents from these other parties in connection with the merger, which may not be obtained on favorable terms or at all. If relationships with customers, distributors, suppliers, vendors, landlords and other business partners are adversely affected by the merger, or if Chevron, following the merger, loses the benefits of the contracts of Hess, Chevron’s business and financial performance could suffer.

Following the completion of the merger, Chevron may incorporate Hess’ hedging activities into Chevron’s business, and Chevron may be exposed to additional commodity price risks arising from such hedges.

To mitigate its exposure to changes in commodity prices, Hess hedges oil, natural gas and NGL prices from time to time, primarily through the use of certain derivative instruments. If Chevron assumes any existing hedges of Hess, then Chevron will bear the economic impact of all of Hess’ hedges following the completion of the merger. Actual crude oil, natural gas and NGL prices may differ from Chevron’s expectations and, as a result, such hedges may or may not have a negative impact on Chevron’s business.

Chevron’s by-laws will continue to govern Chevron following the merger and provide that a state or federal court located within the State of Delaware will be the exclusive forum for substantially all

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disputes between Chevron and its stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with Chevron or its directors, officers or other employees.

Chevron’s by-laws provide that, unless Chevron consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Chevron, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Chevron to Chevron or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or (iv) any action asserting a claim governed by the internal affairs doctrine will be a state or federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Chevron reserves the right to assert that this exclusive forum provision applies to any derivative action or proceeding brought by a stockholder to procure a judgment in Chevron’s favor, including derivative actions purporting to assert on Chevron’s behalf any claims it possesses against third parties that arise under the federal securities laws (e.g., the Securities Act and the Exchange Act). It is, however, uncertain whether a court would enforce this exclusive forum provision with respect to a derivative action or proceeding brought by a stockholder to enforce Chevron’s rights under the Securities Act or Exchange Act. In addition, stockholders cannot waive, and this exclusive forum provision does not purport to waive, Chevron’s own compliance with the federal securities laws and the rules and regulations thereunder.

This exclusive forum provision may limit the ability of a stockholder, including a former Hess stockholder who becomes a Chevron stockholder after the merger is completed, to bring a claim in a judicial forum of its choosing for disputes with Chevron or its directors, officers or other employees, which may discourage lawsuits against Chevron and its directors, officers and other employees. In addition, stockholders who do bring a claim in a state or federal court located within the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. In addition, the court located in the State of Delaware may reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be more favorable to Chevron than to its stockholders.

Other Risk Factors of Chevron and Hess

Chevron’s and Hess’ businesses are and will be subject to all the risks described above. In addition, Chevron and Hess are and will continue to be subject to all the risks described in Chevron’s and Hess’ respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2023 as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and attached as annexes to, or incorporated by reference into, this proxy statement/prospectus. For the location of information incorporated by reference into this proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 153.

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THE MERGER

The following is a discussion of the transaction and the material terms of the merger agreement between Chevron and Hess. You are urged to read the merger agreement carefully and in its entirety. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus and incorporated by reference in this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. This section is not intended to provide you with any factual information about Chevron or Hess. Such information can be found elsewhere in this proxy statement/prospectus (including the annexes hereto) and in the public filings Chevron and Hess make with the SEC, some of which are incorporated by reference into this proxy statement/prospectus, as described in “Where You Can Find More Information” beginning on page 153.

Background of the Merger

The Hess Board and Hess management regularly review and assess Hess’ performance, strategy, financial position, leverage, opportunities and risks in light of current business and economic conditions, developments in the oil and gas exploration and production sector, and potential future industry developments. These regular reviews have, from time to time, included evaluation of potential strategic combination and acquisition opportunities.

From time to time, John Hess, the Chief Executive Officer of Hess, has met with Michael Wirth, Chairman of the Chevron Board and Chevron’s Chief Executive Officer, including at industry conferences and meetings of industry executives, to discuss the oil and gas exploration and production sector, their respective businesses and other matters of mutual interest.

These discussions included a private dinner in July 2021 where, among other things, Messrs. Hess and Wirth discussed the possibility of a business combination transaction between Chevron and Hess but concluded that it was not appropriate to engage in further discussions at that time due to differences in views regarding the premium to the trading price of Hess common stock that an offer for Hess should contain. Following these discussions, from time to time, Chevron senior management and the Chevron Board considered the possibility of a business combination transaction with Hess and the potential terms for such a transaction.

There were no other discussions between Messrs. Hess and Wirth regarding a potential business combination transaction until March 7, 2023, when Messrs. Hess and Wirth had an in-person meeting in Houston, Texas in connection with an industry conference that both were attending. At this meeting, Mr. Wirth expressed Chevron’s interest in engaging in further discussions regarding a combination of the two companies and discussed with Mr. Hess the potential exchange ratio and premium to be offered to Hess stockholders. Based on such discussion, as next steps, Messrs. Hess and Wirth agreed to brief and obtain feedback from their respective boards, and Mr. Wirth suggested that the chief financial officers of the two companies meet to assess the financial aspects of the potential business combination transaction.

In 2023, Hess did not engage in any discussions or negotiations with any third party, other than Chevron, regarding a potential acquisition of Hess by such party.

On April 14, 2023, John Rielly, the Chief Financial Officer of Hess, met with Pierre Breber, the Chief Financial Officer of Chevron. Messrs. Rielly and Breber discussed various financial and other related considerations with respect to a potential business combination transaction between Hess and Chevron, including timing, strategic fit, valuation, potential synergies and Hess’ Guyana assets.

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On May 12, 2023, Messrs. Hess and Wirth had a telephone conversation. Mr. Wirth reiterated Chevron’s interest in a potential business combination transaction, but informed Mr. Hess that because Chevron was currently focusing on pursuing a different strategic transaction, Chevron was not in position to pursue negotiations with Hess at that time, but he anticipated that Chevron would be interested in moving forward with such negotiations in the second half of 2023.

On May 17, 2023, at a regularly scheduled meeting of the Hess Board, Messrs. Hess and Rielly reported to the Hess Board on their recent conversations with their respective counterparts at Chevron regarding a potential business combination transaction between Hess and Chevron, including the potential exchange ratio, premium and timeline indicated by Mr. Wirth.

On May 22, 2023, Chevron announced that it had entered into a definitive agreement to acquire all of the outstanding shares of PDC Energy, Inc. in an all-stock transaction (the “PDC Transaction”).

On September 18, 2023, Messrs. Hess and Wirth met in-person in New York, and Mr. Wirth advised Mr. Hess that, having completed the PDC Transaction (which closed on August 7, 2023), Chevron was interested in moving forward with negotiations with respect to a potential business combination transaction between Chevron and Hess, with a view toward completing due diligence and determining whether the parties could reach a definitive merger agreement in the fourth quarter of 2023. At this meeting, Messrs. Hess and Wirth also discussed Hess’ oil and gas asset portfolio, potential synergies and the exchange ratio/valuation proposal that Hess would require from Chevron to continue negotiations with Chevron. On September 24, 2023, Mr. Hess called Mr. Wirth to further discuss the potential exchange ratio, and Messrs. Hess and Wirth agreed to discuss with their respective boards whether an exchange ratio of one share of Chevron for each share of Hess would provide an acceptable basis for each company to continue discussions regarding a potential business combination transaction.

On October 1, 2023, Mr. Wirth called Mr. Hess to inform him that Chevron would be sending Hess a transaction proposal letter and to preview the proposal set forth in the letter. During this discussion on October 1, 2023, Messrs. Hess and Wirth also discussed, among other matters, potential timelines for due diligence and negotiation of transaction documentation should Chevron’s transaction proposal provide a basis acceptable to the Hess Board for further discussions between the parties. Also on October 1, 2023, Chevron’s General Counsel sent to Hess’ General Counsel a draft mutual confidentiality agreement to facilitate discussions and the disclosure of information between Chevron and Hess. The parties and their respective outside counsel negotiated, and the parties executed, a mutual confidentiality agreement on October 2, 2023 (which was effective as of October 1, 2023). The confidentiality agreement contained customary standstill restrictions on Chevron with a customary “fall-away” provision that rendered the standstill inapplicable following Hess’ entry into a definitive agreement relating to, among other things, a merger or other business combination transaction with a third-party.

On October 2, 2023, representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul, Weiss”), counsel to Chevron, delivered on behalf of Mr. Wirth a transaction proposal letter (the “October 2 Letter”) addressed to Mr. Hess. In the October 2 Letter, Chevron proposed to acquire Hess in an all-stock transaction at a fixed exchange ratio of one share of Chevron common stock for each outstanding share of Hess common stock. The exchange ratio set forth in the October 2 Letter equated to an implied value for Hess stockholders of $168.62 per share (based on Chevron’s closing share price on September 29, 2023), and an approximately 10.2% premium to Hess’ closing stock price on

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September 29, 2023, the last completed trading day immediately preceding the date of the October 2 Letter. The October 2 Letter also indicated that Chevron desired that Mr. Hess join the Chevron Board upon the closing of the potential business combination transaction.

Also on October 2, 2023, Frank Mount, Chevron’s Vice President, Corporate Business Development, sent a due diligence request list and proposed transaction timeline to Mr. Rielly.

Beginning on October 5, 2023, Hess provided Chevron, Morgan Stanley & Co. LLC (“Morgan Stanley”), financial advisor to Chevron, and Paul, Weiss, with access to a virtual data room containing documents responsive to Chevron’s due diligence request list. The virtual data room was iteratively updated with additional due diligence information throughout the ensuing transaction negotiations.

On October 6, 2023, the Hess Board met with members of Hess management and representatives of Goldman Sachs, Hess’ financial advisor, and Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), Hess’ legal advisor, in attendance. At the meeting, Mr. Hess provided the Hess Board with an overview of the October 2 Letter from Chevron, communications with Chevron to date and his perspectives on the merits and risks of a potential business combination transaction with Chevron as compared to Hess continuing as a stand-alone company. Members of Hess management reviewed a potential transaction timeline provided by Chevron, which indicated a targeted transaction announcement date of on or about October 23, 2023. Mr. Hess also emphasized that maintaining confidentiality around the potential business combination transaction was critical for both Hess and Chevron to be able to arrive at a mutually acceptable deal. Representatives of Goldman Sachs provided the Hess Board with a preliminary review, based on publicly available information, of the financial aspects of the proposal from Chevron described in the October 2 Letter, including, among other things, the exchange ratio and valuation multiples over time of Hess and Chevron, the recent share price performance of Hess and Chevron and the premium and ownership in Chevron implied by the exchange ratio proposed by Chevron. Representatives of Wachtell Lipton discussed the Hess Board’s fiduciary duties in the context of the potential business combination transaction, as well as certain other legal considerations. The Hess Board discussed with members of Hess management and representatives of Goldman Sachs the merits and risks of an all-stock business combination transaction with Chevron, in which Hess stockholders would become stockholders of Chevron. Among other things, it was noted that Chevron offered a more diversified portfolio of assets, stronger balance sheet and faster cash return profile to Hess’ stockholders than could reasonably be anticipated on a standalone basis. The Hess Board also discussed with management and representatives of Goldman Sachs and Wachtell Lipton considerations relating to contacting other potential transaction counterparties and preliminarily determined that any such outreach was subject to risks, particularly in terms of confidentiality and the possibility of losing the opportunity to transact with Chevron on attractive terms, that would likely outweigh any potential benefits. The Hess Board authorized management to continue negotiations with Chevron on the basis of at least a one-for-one exchange ratio.

On October 7, 2023, Mr. Wirth called Mr. Hess to discuss certain matters relating to the potential business combination transaction, including diligence priorities for Chevron.

On October 8, 2023, certain members of Hess management met in person with certain members of Chevron management at the offices of Paul, Weiss in New York, with some parties attending by virtual means. During this meeting on October 8, 2023, Messrs. Hess, Rielly and other members of Hess management gave a presentation to Eimear Bonner, Chevron’s Vice President and Chief Technology

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Officer, Mr. Mount, Mark Nelson, Chevron’s Vice Chairman, Bruce Niemeyer, Chevron’s President, Americas Exploration and Production, and other members of Chevron management, with representatives of Morgan Stanley, Paul, Weiss, Goldman Sachs and Wachtell Lipton in attendance for parts of the meeting. The presentation and ensuing discussion focused on Hess’ history, culture, assets, operations, financial results, reserves, Stabroek JOA, carbon credits agreement, commitment to sustainability, business plans, employees and human resource matters, as well as due diligence processes, transaction timeline and investor communications for the proposed merger.

During the period from October 9, 2023 through October 21, 2023, members of Hess management engaged in several due diligence discussions with members of Chevron management. These discussions focused on Hess’ operations, financial results, oil and gas assets, legal and compliance matters, human resources matters, and long-range business plans.

On October 9, 2023, Paul, Weiss sent a draft merger agreement to Wachtell Lipton. The draft merger agreement, among other things, contemplated Mr. Hess entering into a voting agreement to vote for the proposal to approve the transaction at the special meeting of Hess stockholders.

On October 13, 2023, Wachtell Lipton provided a revised draft of the merger agreement to Paul, Weiss, along with a draft of the voting agreement. The revised draft of the merger agreement reflected a number of proposed changes, including a reduction in the break-up fee payable by Hess if the agreement were to be terminated in certain circumstances, a stronger commitment on the part of Chevron to obtain the necessary regulatory approvals and the addition of the receipt of a tax opinion as a condition to Hess’ obligation to close the merger.

Also on October 13, 2023, Goldman Sachs delivered a disclosure letter to Hess regarding certain of its relationships with Hess and Chevron, which letter was made available to the Hess Board.

On October 15, 2023, Hess management provided a draft budget and plan (the “initial Hess projections”) to representatives of Goldman Sachs, as Hess’ representative, and to Chevron and Morgan Stanley, as Chevron’s representative.

On October 16, 2023, Paul Weiss sent a revised draft of the merger agreement to Wachtell Lipton. Among other things, the revised draft generally accepted a stronger regulatory efforts framework but removed the tax opinion closing condition and increased the break-up fee payable by Hess if the agreement were to be terminated in certain circumstances.

On October 17, 2023, Messrs. Hess and Wirth spoke on a call in which, among other things, Mr. Hess proposed an increase to the one-for-one exchange ratio, noting that recent trading price movements in Hess and Chevron stock had reduced the implied deal premium from the time of the October 2 Letter. The one-for-one exchange ratio represented an approximately 2.2% premium to the closing price of Hess common stock as of October 17, 2023, the last completed trading day immediately preceding the discussion between Messrs. Wirth and Hess on October 17, 2023. Mr. Wirth indicated that Chevron was open to considering an increase in the exchange ratio, but suggested that the discussion be tabled until after the close of trading on October 20, 2023, the final trading day prior to the potential signing of the merger agreement. At the suggestion of Messrs. Hess and Wirth, respectively, in the days that followed and up until the signing of the merger agreement on October 22, 2023, representatives of Goldman Sachs and Morgan Stanley discussed their respective points of view on the exchange ratio and the implied premium as a result of the narrowing gap between the stock prices of Hess and Chevron.

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On October 18, 2023, Hess management provided an updated draft of the initial Hess projections (the “Hess projections”, as discussed in further detail in the section entitled “—Hess Unaudited Prospective Financial Information” beginning on page 64) to representatives of Goldman Sachs, as Hess’ representative, and to Chevron and Morgan Stanley, as Chevron’s representative. The Hess projections contained immaterial adjustments and amendments to the initial Hess projections relating to non-cash expenses and net working capital.

Also on October 18, 2023, at a virtual meeting attended by members of Chevron management, including Mr. Breber, and representatives of Morgan Stanley, representatives of Chevron answered due diligence questions from representatives of Hess, with the assistance of representatives of Goldman Sachs, regarding Chevron’s businesses, developments, outlook, operations, properties, financial results and condition and environmental matters.

On October 19, 2023, the Hess Board held a special meeting to discuss the proposed business combination transaction with Chevron, with Hess management and representatives of Goldman Sachs and Wachtell Lipton in attendance. Mr. Hess provided the Hess Board with an update on the status of negotiations with Chevron, including his conversation with Mr. Wirth regarding a potential increase to the exchange ratio. Mr. Rielly reviewed the Hess projections with the Hess Board. Members of Hess management and representatives of Goldman Sachs and Wachtell Lipton provided the Hess Board with an overview of the due diligence conducted on Chevron and the status of ongoing negotiations with Chevron (including with respect to the size of the break-up fee potentially payable by Hess in certain circumstances, the regulatory commitment from Chevron, the Stabroek ROFR, the voting agreement to be entered into by Mr. Hess, and certain interim operating covenants, termination rights and employee-related matters). Members of Hess management offered the Hess Board their perspectives on the benefits and risks of a potential business combination transaction with Chevron. Representatives of Goldman Sachs presented a preliminary financial analysis regarding Chevron and Hess and the proposed one-for-one exchange ratio, based on, among other factors, the Hess projections. The Hess Board also revisited its prior discussion during its October 6, 2023 meeting concerning the potential benefits and risks of contacting other potential transaction counterparties, and confirmed its view that it would not be in the best interests of Hess and its stockholders to initiate any such outreach. At this meeting, representatives of Wachtell Lipton also provided the Hess Board with a summary of certain terms of the merger agreement. The Hess Board then went into executive session to further discuss the proposed business combination transaction, with all members of Hess management (other than Mr. Hess) and representatives of Goldman Sachs and Wachtell Lipton leaving the meeting.

On October 20, 2023, after the close of business, Mr. Wirth called Mr. Hess and they discussed the exchange ratio for the proposed business combination transaction in the context of the relative changes in the stock price of Hess and Chevron since the October 2 Letter. Following negotiation, Messrs. Hess and Wirth agreed that they would recommend to their respective boards a proposed exchange ratio of 1.025 shares of Chevron for each share of Hess. The revised exchange ratio represented an approximately 4.9% premium to the closing share price of Hess on October 20, 2023 and a 10.3% premium to the twenty-day average price of Hess common stock as of October 20, 2023, the last completed trading day immediately preceding the discussion on October 20, 2023.

Also on October 20, 2023, Hess executed an engagement letter pursuant to which it formally retained Goldman Sachs as its lead financial advisor in connection with a potential business combination transaction with Chevron. On the same day, Hess formally engaged J.P. Morgan Securities LLC to provide supplementary financial advisory services to Hess in connection with the potential business combination transaction with Chevron.

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Representatives of Wachtell Lipton and Hess management continued to negotiate the terms of the merger agreement with representatives of Paul, Weiss and Chevron management on October 19 through October 21, 2023. The parties reached agreement on the size of the break-up fee potentially payable by Hess in certain circumstances, the regulatory commitment from Chevron, the Stabroek ROFR, the tax-opinion closing condition, Hess’ interim operating covenants, the parties’ representations and warranties, the parties’ termination rights and employee-related matters.

Throughout the period of negotiations between Chevron and Hess, the Chevron Board met on several occasions to consider and discuss the potential business combination transaction and were briefed in those meetings by Chevron management. On October 21, 2023, the Chevron Board convened a meeting with Chevron management to review and consider the potential business combination transaction, with representatives of Morgan Stanley and Paul, Weiss in attendance for parts of the meeting. The Chevron Board received updates from Chevron management on the proposed increase in the exchange ratio to 1.025 and the completed commercial and legal due diligence with respect to the proposed business combination transaction. Following discussion and asking questions of Chevron management, the Chevron Board unanimously approved the proposed business combination transaction and the issuance of Chevron common stock at an exchange ratio of 1.025.

On October 21, 2023, Mr. Wirth called Mr. Hess to inform him that the Chevron Board had approved the proposed business combination transaction.

The merger agreement was in substantially final form by the morning of October 22, 2023, when the Hess Board met to consider approval of the proposed business combination transaction, with representatives of Wachtell Lipton and Goldman Sachs in attendance. Mr. Hess advised the Hess Board that Chevron had agreed to an increased exchange ratio of 1.025 and that the Chevron Board had approved the transaction on the basis of this revised exchange ratio. Representatives of Wachtell Lipton discussed the Hess Board’s fiduciary duties in the context of the proposed business combination and reviewed with the Hess Board the terms of the merger agreement, including conditions to the closing of the merger, no-shop restrictions, the Stabroek ROFR, termination rights, the termination fee and the regulatory commitment from Chevron. Representatives of Goldman Sachs then reviewed with the Hess Board Goldman Sachs’ financial analysis of the proposed business combination transaction at the 1.025 exchange ratio. Following discussion, Goldman Sachs rendered its oral opinion to the Hess Board, which was subsequently confirmed by delivery of a written opinion, that, as of October 22, 2023 and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders (other than Chevron and its affiliates) of Hess common stock pursuant to the merger agreement was fair from a financial point of view to such holders. See the section entitled “—Opinion of Hess’ Financial Advisor” for more information beginning on page 55.

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On October 22, 2023, following the Hess Board meeting, Hess and Chevron executed the merger agreement.

Prior to the opening of trading on October 23, 2023, Chevron and Hess issued a joint press release announcing entry into the merger agreement.

On October 26, 2023, the Vice President of Guyana indicated Guyana’s support for the merger, stating:

We are pleased that there are two major U.S. oil companies here – these are major oil companies. We believe they have deep pockets, and they can fund the investment programs necessary to move us to peak production at the earliest point in time. Other smaller companies that are investing in other parts of the world and other countries have to go to raise capital and the market is still not that friendly raising capital. We have examined Chevron carefully—and we believe Chevron would be a good partner too in Guyana.

Chevron’s Rationale for the Transaction

Chevron believes that the merger with Hess presents Chevron with the opportunity to:

Hess Board’s Recommendations and Its Reasons for the Merger

By unanimous vote, the Hess Board, at a meeting held on October 22, 2023, (a) declared that the merger agreement and the transactions contemplated thereby (including the merger), are fair to, and in

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the best interests of, Hess’ stockholders, (b) approved and declared advisable the merger agreement and the transactions contemplated thereby (including the merger), (c) directed that the adoption of the merger agreement be submitted to a vote at a meeting of the Hess stockholders and (d) resolved (subject to certain exceptions set forth in the merger agreement) to recommend the adoption of the merger agreement by the Hess stockholders. The Hess Board unanimously recommends that Hess stockholders vote “FOR” the merger proposal, “FOR” the non-binding merger-related compensation proposal and “FOR” the adjournment proposal.

In reaching its determinations and recommendations, the Hess Board consulted with company management and financial and legal advisors and considered a range of factors and scenarios, as discussed below. Factors that weighed in favor of the merger include:

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In the course of its deliberations, the Hess Board also considered a variety of risks and other potentially negative factors, including the following:

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The Hess Board believed that, overall, the potential benefits of the merger to Hess stockholders outweighed the potential risks and uncertainties of the merger.

In addition, the Hess Board was aware of and considered that Hess’ directors and executive officers may have interests in the merger that may be different from, or in addition to, their interests as stockholders of Hess generally, as described below under the heading “—Interests of Directors and Executive Officers of Hess in the Merger” beginning on page 67.

The foregoing discussion of factors considered by the Hess Board is not intended to be exhaustive, but it includes material factors considered by the Hess Board. In light of the variety of factors considered in connection with its evaluation of the merger, the Hess Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Hess Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Hess Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Hess Board based its recommendation on the entirety of the information presented.

Opinion of Hess’ Financial Advisor

Goldman Sachs rendered its oral opinion, subsequently confirmed in writing, to the Hess Board that, as of October 22, 2023 and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders (other than Chevron and its affiliates) of Hess common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated October 22, 2023, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. The summary of Goldman Sachs’ opinion contained in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and its opinion were provided for the information and assistance of the Hess Board in connection with its consideration of the merger and such opinion does not constitute a recommendation as to how any holder of Hess common stock should vote with respect to the merger, or any other matter.

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In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of Hess regarding their assessment of the past and current business operations, financial condition and future prospects of Hess; reviewed the reported price and trading activity for Hess common stock and Chevron common stock; compared certain financial and stock market information for Hess and Chevron with similar information for certain other companies, the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the exploration and production industry; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the Hess Board’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Hess Board’s consent that the Hess projections and the Hess tax attributes forecast was reasonably prepared on a basis reflecting the best then available estimates and judgments of the management of Hess. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Hess and Chevron or any of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on Hess or Chevron or on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Hess to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to Hess; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs

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was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, Hess or any other alternative transaction. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Chevron and its affiliates) of Hess common stock, as of the date of its opinion, of the merger consideration to be paid to such holders pursuant to the merger agreement. Goldman Sachs does not express any view on, and its opinion does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Hess; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Hess, or class of such persons, in connection with the merger, whether relative to the merger consideration to be paid to the holders (other than Chevron and its affiliates) of Hess common stock pursuant to the merger agreement or otherwise. Goldman Sachs does not express any opinion as to the prices at which Chevron common stock or Hess common stock will trade at any time or as to the potential effects of volatility in the credit, financial and stock markets on Hess, Chevron or the merger, or as to the impact of the merger on the solvency or viability of Hess or Chevron or the ability of Hess or Chevron to pay their respective obligations when they come due. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

Summary of Financial Analyses

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Hess Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 20, 2023, the last trading day before the date on which the Hess Board approved the merger and is not necessarily indicative of current market conditions.

Implied Premia

Goldman Sachs calculated and compared certain premia using various prices per share of Hess common stock and Chevron common stock and the implied value of the merger consideration to be paid by Chevron for each share of Hess common stock pursuant to the merger agreement.

For purposes of its analysis, Goldman Sachs calculated an implied value for the merger consideration of $171.00 by multiplying 1.025, the exchange ratio pursuant to the merger agreement, by $166.83, the closing price of Chevron common stock on October 20, 2023.

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Goldman Sachs calculated the premium represented by the implied value of the merger consideration of $171.00 per share of Hess common stock (calculated as described above) relative to:

The results of these calculations are as follows:

Goldman Sachs calculated the premium represented by the exchange ratio of 1.025 shares of Chevron common stock for each share of Hess common stock pursuant to the merger agreement relative to:

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The results of these calculations are as follows:

Illustrative Discounted Cash Flow Analysis

Using the Hess projections and the Hess tax attributes forecast, Goldman Sachs performed an illustrative discounted cash flow analysis on Hess to derive a range of illustrative equity values per share of Hess common stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 8.5% to 10.5%, reflecting estimates of Hess’ weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2023 (i) estimates of unlevered free cash flow for Hess for the period from July 1, 2023 to December 31, 2028, as reflected in the Hess projections and (ii) a range of illustrative terminal values for Hess, which were calculated by applying a range of earnings before interest, taxes, depletion, depreciation, amortization and exploration (“EBITDAX”) multiples ranging from 6.0x to 7.0x, to an estimate of adjusted EBITDAX to be generated by Hess in calendar year 2028, as reflected in the Hess projections (which analysis implied perpetuity growth rates ranging from 2.4% to 5.1%). The range of EBITDAX multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account historical trading multiples of Hess, Chevron and certain publicly traded companies, as described below in the section captioned “Selected Publicly Traded Companies Trading Multiples”. Goldman Sachs derived

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such discount rates by application of the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including Hess’ target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for Hess, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived a range of illustrative enterprise values for Hess by adding the ranges of present values it derived above. Goldman Sachs then calculated the present value, as of June 30, 2023, of the estimated cash tax savings resulting from Hess’ net operating losses (“NOLs”) for the period from July 1, 2023 to December 31, 2043 as reflected in the Hess tax attributes forecast, using the mid-year convention for discounting cash flows and discount rates ranging from 8.5% to 10.5%, reflecting estimates of Hess’ weighted average cost of capital. Goldman Sachs then added the present value of the estimated cash tax savings resulting from Hess’ NOLs to the range of illustrative enterprise values it derived for Hess. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Hess the amount of Hess’ net debt, as provided by the management of Hess and approved for Goldman Sachs’ use by Hess, to derive a range of illustrative equity values for Hess. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Hess common stock, as provided by the management of Hess and approved for Goldman Sachs’ use by Hess, using the treasury stock method, to derive a range of illustrative equity values per share of Hess common stock, rounded to the nearest dollar, of $135 to $172.

Illustrative Present Value of Future Share Price Analysis

Using the Hess projections, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Hess common stock. For this analysis, Goldman Sachs first calculated the implied equity value for Hess as of December 31 for each of the calendar years 2025 and 2026, by applying a range of illustrative price to next twelve month (“NTM”) cash flow multiples (referred to in this section as “P/NTM CF”) of 6.5x to 8.0x to estimates of Hess’ NTM adjusted cash flow from operations (adjusted to reflect Hess’ proportional interest in the assumed cash flow from operations of Hess Midstream) for each of the calendar years 2026 and 2027, respectively. This illustrative range of P/NTM CF multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical P/NTM CF multiples for Hess, Chevron and certain publicly traded companies, as described below in the section captioned “Selected Publicly Traded Companies Trading Multiples”.

Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of Hess common stock for each of the calendar years 2025 and 2026, calculated using information provided by the management of Hess and approved for Goldman Sachs’ use by Hess, to derive a range of implied future values per share of Hess common stock (excluding dividends). Goldman Sachs then added the cumulative dividends per Hess common stock expected to be paid to holders of Hess common stock through the end of each of calendar years 2025 and 2026, using the Hess projections, to derive a range of implied future values per Hess common stock (including dividends). By applying an illustrative discount rate of 10.1%, reflecting an estimate of Hess’ cost of equity, and, for the dividends only, using a mid-year convention, Goldman Sachs discounted to present value as of June 30, 2023 both the theoretical future values per share it derived for Hess and the estimated dividends to be paid per share of Hess common stock. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for Hess, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied equity values per share of Hess common stock, rounded to the nearest dollar, of $129 to $171.

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Selected Precedent Transactions Premia Analysis

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia paid in certain acquisition transactions listed below announced since December 31, 2019 involving U.S. publicly traded target companies in the oil and gas exploration and production industry with a transaction value of greater than $3 billion. With respect to each of these transactions, Goldman Sachs calculated the implied premium of the price paid in the transaction relative to the VWAP of the target company’s shares over the 20-trading-day period (the “20-Day VWAP”) ended as of the date of the last undisturbed closing price prior to the announcement of the transaction. The following table presents the results of this analysis:

Although none of the selected transactions is directly comparable to the merger, the target companies in the selected transactions were companies with certain operations or financial characteristics that, for the purposes of analysis, may be considered similar to certain of Hess’ operations or financial characteristics, and as such, for purposes of analysis, the selected transactions may be considered similar to the merger.

Based on Goldman Sachs’ review of the foregoing data and its professional judgment and experience, Goldman Sachs applied a reference range of illustrative premia of (4.3)% to 17.5% to the 20-Day VWAP of Hess common stock on October 20, 2023 of $154.43. This analysis resulted in a range of implied equity values per share of Hess common stock, rounded to the nearest dollar, of $148 to $181.

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Selected Publicly Traded Companies Trading Multiples

Goldman Sachs reviewed and compared certain financial information of Hess to corresponding publicly available financial information and valuation multiples for Chevron and Exxon Mobil Corporation (referred to in this section as the “super majors”) and the following publicly traded companies in the oil and gas exploration and production industry, which are referred to in this section as the “Large Cap E&P Companies” and together with the super majors, the “selected companies”:

Although none of the selected companies are directly comparable to Hess, the selected companies were chosen because they are publicly traded companies in the oil and gas exploration and production industry with certain operations or financial characteristics that, for purposes of analysis, may be considered similar to certain operations or financial characteristics of Hess.

For each of Hess and, using publicly available information, the selected companies, Goldman Sachs calculated and compared:

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The results of these calculations are summarized as follows:

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Hess or Chevron or the merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Hess Board as to the fairness from a financial point of view of the merger consideration to be paid to the holders (other than Chevron and its affiliates) of Hess common stock. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Hess, Chevron, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arm’s-length negotiations between Hess and Chevron and was approved by the Hess Board. Goldman Sachs provided advice to Hess during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Hess or the Hess Board or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to the Hess Board was one of many factors taken into consideration by the Hess Board in making its determination to approve the merger agreement.

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The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Hess, Chevron, any of their respective affiliates and third parties or any currency or commodity that may be involved in the merger. Goldman Sachs acted as financial advisor to Hess in connection with, and participated in certain of the negotiations leading to, the merger. Goldman Sachs has provided certain financial advisory and/or underwriting services to Hess and its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as joint bookrunner with respect to a public offering of shares of Hess Midstream in March 2022; as joint bookrunner with respect to a private offering of Hess Midstream’s senior unsecured notes in April 2022; and as joint bookrunner with respect to a public offering of shares of Hess Midstream in May 2023. During the two-year period ended October 22, 2023, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Hess, and/or its affiliates of approximately $3.35 million. Goldman Sachs has also provided certain financial advisory and/or underwriting services to Chevron and/or its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as Chevron’s exclusive financial advisor with respect to its acquisition of Renewable Energy Group, Inc. in June 2022. During the two-year period ended October 22, 2023, Goldman Sachs Investment Banking has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Chevron and/or its affiliates of approximately $13.2 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Hess, Chevron and their respective affiliates, for which Goldman Sachs Investment Banking may receive compensation.

The Hess Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated October 20, 2023, Hess engaged Goldman Sachs to act as its financial advisor in connection with the merger. The engagement letter between Hess and Goldman Sachs provides for a transaction fee of $80 million, $4 million of which became payable upon the announcement of the merger, and the remainder of which is contingent upon consummation of the merger. In addition, Hess has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Hess Unaudited Prospective Financial Information

Hess does not, as a matter of course, publicly disclose long-term consolidated forecasts as to future performance, earnings or other results given, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. In connection with the Hess Board’s consideration of the transaction, Hess’ management prepared certain unaudited financial

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projections regarding Hess’ future performance for the years 2023 through 2028 on a standalone basis without giving effect to the merger (the “Hess projections”), and provided the Hess projections to the Hess Board in connection with its evaluation of the proposed merger and to Hess’ financial advisor, Goldman Sachs, as approved by Hess for its use and reliance in connection with its financial analyses and opinion (see the section described above in this proxy statement/prospectus entitled “The Merger—Opinion of Hess’ Financial Advisor” beginning on page 55 of this proxy statement/prospectus). The Hess projections are based upon the internal financial model that Hess has historically used in connection with strategic planning. See also the section entitled “The Merger—Background” beginning on page 42.

The summaries of these projections are being included in this proxy statement/prospectus to give Hess’ stockholders access to non-public information that was provided to the Hess Board and Hess’ financial advisor, Goldman Sachs, for the purposes described above, and are not intended to influence your decision whether to vote in favor of the merger proposal or any other proposal at the special meeting. The inclusion of this information should not be regarded as an indication that any of Hess or its advisors or other representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary projections set forth below should not be relied on as such.

While presented with numeric specificity, the Hess projections reflect numerous estimates and assumptions that are inherently uncertain and may be beyond the control of Hess, including, among others, Hess’ assumptions about energy markets, production and sales volume levels, levels of oil, natural-gas and NGL reserves, operating results, competitive conditions, technology, availability of capital resources, levels of capital expenditures, contractual obligations, supply and demand for, the price of, and the commercialization and transporting of oil, natural gas, NGLs and other products or services, geopolitical and regulatory risks, and other matters described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements”, “Where You Can Find More Information”, and “Risk Factors”, beginning on pages 29, 153 and 32, respectively. The Hess projections reflect both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Hess can give no assurance that the Hess projections and the underlying estimates and assumptions will be realized. In addition, since the Hess projections cover multiple years, such information by its nature becomes more speculative with each successive year. This information constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected.

The Hess projections were not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The prospective financial information included in this document has been prepared by, and is the responsibility of, Hess’ management. Ernst & Young LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. The reports of Ernst & Young LLP incorporated by reference into this proxy statement/prospectus relate to Hess’ previously issued financial statements. They do not extend to the prospective financial information and should not be read to do so. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective

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financial information and accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report included in this proxy statement/prospectus relates to Chevron’s previously issued financial statements. It does not extend to the prospective financial information and should not be read to do so.

Furthermore, the Hess projections do not take into account any circumstances or events occurring after the date they were prepared. Hess can give no assurance that, had the Hess projections been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Except as required by applicable securities laws, Hess does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the Hess management forecast to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error or to reflect changes in general economic or industry conditions. The Hess projections do not take into account all the possible financial and other effects on Hess of the merger, the effect on Hess of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the Hess projections do not take into account the effect on Hess of any possible failure of the merger to occur. None of Hess or its affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any Hess stockholder or other person regarding Hess’ ultimate performance compared to the information contained in the Hess projections or to the effect that the forecasted results will be achieved. The inclusion of the Hess projections herein should not be deemed an admission or representation by Hess or its advisors or any other person that they are viewed as material information of Hess, particularly in light of the inherent risks and uncertainties associated with such forecasts.

In light of the foregoing, and considering that the special meeting will be held several months after the Hess projections were prepared, as well as the uncertainties inherent in any forecasted information, Hess stockholders are cautioned not to place undue reliance on such information, and Hess urges all Hess stockholders to review Hess’ most recent SEC filings for a description of Hess’ reported financial results. See “Where You Can Find More Information” beginning on page 153.

Certain Assumptions

In preparing the prospective financial and operating information for Hess described below, the management team of Hess used the following commodity pricing assumptions.

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Our commodity price projections are influenced by various factors including estimates of global and regional demand and supply, the level of oil and gas inventories, both globally and regionally, as inventory levels correlate to prices, as well as conflicts, sanctions or changes in government policies which can affect production or distribution. In addition to certain assumptions with respect to commodity prices, the Hess projections are based on various other assumptions, including, but not limited to, assumptions regarding the continuing nature of ordinary course operations that may be subject to change.

Prospective Financial and Operating Information

The following table summarizes the Hess projections for the fiscal years 2023 through 2028 ($ in millions):

(1) For purposes of the unaudited forecasted financial information presented above, E&P Adjusted EBITDAX is defined as net income (loss) attributable to Hess adjusted for net income (loss) attributable to noncontrolling interests; provision (benefit) for income taxes; impairment and other; depreciation, depletion and amortization; interest expense; exploration expenses, including dry holes and lease impairment; (gains) losses on asset sales, net; noncash (gains) losses on commodity derivatives, net; and stock compensation expense, less items affecting comparability of EBITDAX between periods, less Midstream EBITDA (which is defined as Hess’ Midstream segment results of operations before income taxes, plus interest expense and depreciation, depletion and amortization), plus distributions from Hess Midstream LP to Hess. E&P Adjusted EBITDAX is a non-GAAP financial measure as it excludes amounts included in net income (loss), the most directly comparable measure calculated in accordance with GAAP. This measure should not be considered as an alternative to net income (loss) or other measures derived in accordance with GAAP.

Hess does not intend to update or otherwise revise the above unaudited financial and operating forecasts (including the Hess projections) to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such unaudited financial and operating forecasts (including the Hess projections) are no longer appropriate, except as may be required by applicable law.

Interests of Directors and Executive Officers of Hess in the Merger

In considering the recommendation of the Hess Board to vote in favor of the approval of the merger agreement, Hess stockholders should be aware that Hess’ directors and executive officers have interests in the merger that may be different from, or in addition to, the interests of Hess stockholders

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generally. The Hess Board was aware of these interests and considered them, among other matters, in evaluating and negotiating the merger agreement, in reaching its decision to approve and adopt the merger agreement and the transactions contemplated by the merger agreement (including the merger), and in recommending to Hess stockholders that the merger agreement be approved. Such interests are described below. The merger will be a “change in control” for purposes of the Hess executive compensation and benefit plans and agreements described below.

Hess’ executive officers who are named executive officers for purposes of the discussion below are John B. Hess (Chief Executive Officer), Gregory P. Hill (President and Chief Operating Officer), Timothy B. Goodell (Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer), John P. Rielly (Executive Vice President and Chief Financial Officer) and Barbara Lowery-Yilmaz (Senior Vice President and Chief Exploration Officer). Hess’ executive officers who are not named executive officers for purposes of the discussion below are Richard Lynch (Senior Vice President, Technology and Services), Gerbert Schoonman (Senior Vice President, Global Production) and Andrew Slentz (Senior Vice President, Human Resources and Office Management).

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

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Treatment of Outstanding Hess Equity Awards

The Hess equity awards held by Hess’ executive officers immediately prior to the effective time of the merger will be treated in the same manner as the Hess equity awards held by other employees generally. At the effective time of the merger, outstanding Hess equity awards will be treated as follows:

The converted Chevron equity awards and restricted cash awards will otherwise continue on the same terms and conditions as were applicable under the applicable Hess equity awards, including any provisions for acceleration of vesting (other than the performance-based vesting conditions).

Pursuant to the Hess equity incentive plan and/or the award agreements thereunder (and the change in control agreements (each, a “CIC Agreement”) Hess entered into with each executive officer

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(as described in more detail in the section entitled “Officer Change-in-Control Agreements” below)), upon an executive officer’s termination of employment without cause or for good reason, in each case, within 24 months following a change in control or within 180 days prior to a change in control if the termination occurs in connection with such change in control, all Hess equity awards then held by such executive officer would fully vest upon such termination of employment. These “double trigger” vesting provisions applicable to Hess equity awards held by executive officers will continue to apply after such awards are converted to Chevron equity awards and restricted cash awards, as applicable, at the effective time of the merger. In the case of Messrs. Hess, Goodell and Lynch and Ms. Lowery-Yilmaz (who are retirement eligible under the applicable Hess equity plans), unvested Hess equity awards (including, following the closing of the merger, the unvested Chevron equity or restricted cash awards) would also vest and become non-forfeitable (in the case of Hess PSU awards based on the level of performance applicable to active Hess PSU award holders) upon their retirement at any time.

Officer Change-in-Control Agreements

Hess has entered into CIC Agreements with each of its executive officers. Under the CIC Agreements, each Hess executive officer will be eligible for the following change-in-control severance benefits upon a termination of employment without cause or for good reason, in either case, on or within 24 months following a change in control or within 180 days prior to a change in control if the termination occurs in connection with such change in control:

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In addition, the CIC Agreements for Messrs. Hess, Hill, Goodell and Rielly provide for a make-whole payment in the event that any payments or benefits provided to such executive officers in connection with a change in control become subject to the excise tax pursuant to Section 4999 of the Code. The payments would generally place the executive officers in the same after-tax position that they would have been in if the excise tax did not apply to them, and do not cover ordinary income taxes due on the payments and benefits giving rise to the excise tax. The CIC Agreements for all other executive officers do not provide for such make-whole payment and instead provide that if the executive officer would be subject to an excise tax under Section 4999 of the Code, the benefits to the executive officer will be reduced to the amount that does not trigger the excise tax, unless the executive officer would retain greater value (on an after-tax basis) by receiving all benefits and paying the applicable excise, income and payroll taxes.

Board Seat on the Chevron Board

Pursuant to the merger agreement, Mr. Hess will be appointed as a member of the Chevron Board as of the effective time of the merger.

Potential Employment Arrangements with Chevron

Any of Hess’ executive officers (other than Mr. Hess) who become officers or employees or who otherwise are retained to provide services to Chevron or the surviving corporation may, prior to, on, or following the closing, enter into new individualized compensation arrangements with Chevron or the surviving corporation and may participate in cash or equity incentive or other benefit plans maintained by Chevron or the surviving corporation. As of the date of this proxy statement, no new individualized compensation arrangements between Hess’ executive officers and Chevron or the surviving corporation have been established.

Indemnification and Insurance

Pursuant to the terms of the merger agreement, Hess’ non-employee directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the merger. Such indemnification and insurance coverage is

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Quantification of Potential Payments and Benefits to Hess’ Named Executive Officers in Connection with the Merger

The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each named executive officer of Hess that is based on, or otherwise relates to, the merger. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “Interests of Directors and Executive Officers of Hess in the Merger” above.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above under “—Certain Assumptions” and in the footnotes to the table, do not reflect certain compensation actions that may occur before completion of the merger and assume no reduction in payments or benefits for purposes of the excise tax under Section 4999 of the Code.

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Share Ownership of Directors, Executive Officers and Certain Beneficial Owners of Hess

Hess’ Directors and Executive Officers

The following table sets forth the number of shares and percentage of Hess common stock beneficially owned by Hess’ named executive officers, each of its directors, and all of its executive officers and directors as a group as of March 27, 2024, the most recent practicable date for which such information was available. Except as otherwise indicated, the address for each of the named security holders is c/o Hess Corporation, 1185 Avenue of the Americas, New York, New York 10036.

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Certain Beneficial Owners of Hess Common Stock

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