UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 8.01 | Other Events. |
On December 9, 2025, Chevron U.S.A. Inc. (exclusive of its subsidiaries, “CUSA”), an indirect wholly owned subsidiary of Chevron Corporation (the “Corporation”), issued its Floating Rate Notes Due 2075 in the aggregate principal amount of $154,204,000 (the “Notes”). The Notes were issued pursuant to an Indenture, dated as of August 12, 2020 (the “Indenture”), as supplemented by the Fifth Supplemental Indenture, dated as of December 9, 2025 (the “Fifth Supplemental Indenture”), each being among CUSA, the Corporation, as guarantor, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
The obligations under the Notes are fully and unconditionally guaranteed by the Corporation on an unsecured and unsubordinated basis and rank equally to any other unsecured and unsubordinated indebtedness of the Corporation that is currently outstanding or that the Corporation may issue in the future. Current outstanding and additional debt securities and other indebtedness of the Corporation will be structurally subordinated to any indebtedness of CUSA, including the Notes.
On December 4, 2025, CUSA and the Corporation entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and UBS Securities LLC as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which CUSA agreed to issue and sell the Notes to the Underwriters, and the Corporation agreed to guarantee the Notes.
The Notes will mature on December 9, 2075.
CUSA will pay interest on the Notes on March 9, June 9, September 9 and December 9 of each year starting on March 9, 2026. The Notes will bear interest at a floating rate equal to Compounded SOFR (as defined in the Fifth Supplemental Indenture) minus 45 bps subject to the provisions set forth in the Final Prospectus Supplement filed with the Securities and Exchange Commission on December 5, 2025 (the “Final Prospectus Supplement”).
CUSA and the Corporation have filed with the Securities and Exchange Commission a Prospectus dated November 7, 2024 (Registration Statement Nos. 333-283053 and 333-283053-01), a Preliminary Prospectus Supplement dated December 1, 2025, a Free Writing Prospectus dated December 4, 2025, and a Final Prospectus Supplement dated December 4, 2025 in connection with the public offering and guarantee of the Notes.
The descriptions of the Underwriting Agreement, the Indenture and the Fifth Supplemental Indenture are qualified in their entirety by the terms of such agreements themselves. Please refer to such agreements, and the form of the Notes, each of which is incorporated herein by reference and attached to this report as Exhibits 1.1, 4.1, 4.2, and 4.3, respectively.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 9, 2025 | ||||||
| CHEVRON CORPORATION | ||||||
| By | /s/ Rose Z. Pierson | |||||
| Name: | Rose Z. Pierson | |||||
| Title: | Assistant Secretary | |||||