Chevron Corporation

Item 8.01 Other Events. On February 26, 2025, Chevron U.S.A. Inc. (exclusive of its subsidiaries, “CUSA”), an indirect wholly owned subsidiary of Chevron Corporation (the “Corporation”), issued its 4.405% Notes Due 2027 in the aggregate principal amount of $750,000,000 (the “2027 Fixed Rate Notes”), its Floating Rate Notes Due 2027 in the aggregate principal amount of $750,000,000 (the “2027 Floating Rate Notes”), its 4.475% Notes Due 2028 in the aggregate principal amount of $1,000,000,000 (the “2028 Fixed Rate Notes”), its Floating Rate Notes Due 2028 in the aggregate principal amount of $500,000,000 (the “2028 Floating Rate Notes”), its 4.687% Notes Due 2030 in the aggregate principal amount of $1,100,000,000 (the “2030 Fixed Rate Notes”), its 4.819% Notes Due 2032 in the aggregate principal amount of $650,000,000 (the “2032 Fixed Rate Notes”), and its 4.980% Notes Due 2035 in the aggregate principal amount of $750,000,000 (the “2035 Fixed Rate Notes,” and together with the 2027 Fixed Rate Notes, the 2027 Floating Rate Notes, the 2028 Fixed Rate Notes, the 2028 Floating Rate Notes, the 2030 Fixed Rate Notes and the 2032 Fixed Rate Notes, the “Notes”). The Notes were issued pursuant to an Indenture, dated as of August 12, 2020 (the “Indenture”), as supplemented by the Third Supplemental Indenture, dated as of February 26, 2025 (the “Third 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 will be fully and unconditionally guaranteed by the Corporation on an unsecured and unsubordinated basis and will 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 February 24, 2025, CUSA and the Corporation entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., BofA Securities, Inc., and J.P. Morgan 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 2027 Fixed Rate Notes and the 2027 Floating Rate Notes will mature on February 26, 2027, the 2028 Fixed Rate Notes and the 2028 Floating Rate Notes will mature on February 26, 2028, the 2030 Fixed Rate Notes will mature on April 15, 2030, the 2032 Fixed Rate Notes will mature on April 15, 2032, and the 2035 Fixed Rate Notes will mature on April 15, 2035. CUSA will pay interest on (i) the 2027 Fixed Rate Notes and the 2028 Fixed Rate Notes on February 26 and August 26 of each year starting on August 26, 2025, (ii) the 2030 Fixed Rate Notes, the 2032 Fixed Rate Notes and the 2035 Fixed Rate Notes on April 15 and October 15 of each year starting on October 15, 2025, and (iii) the 2027 Floating Rate Notes and the 2028 Floating Rate Notes on February 26, May 26, August 26, and November 26 of each year starting on May 27, 2025. The 2027 Floating Rate Notes will bear interest at a floating rate equal to Compounded SOFR (as defined in the Third Supplemental Indenture) plus 0.36%, and the 2028 Floating Rate Notes will bear interest at a floating rate equal to Compounded SOFR plus 0.47%, in each case subject to the provisions set forth in the Final Prospectus Supplement filed with the Securities and Exchange Commission on February 25, 2025 (the “Final Prospectus Supplement”). CUSA will have the right to redeem the fixed rate notes in whole or in part at any time prior to maturity at the redemption price described in the Final Prospectus Supplement. CUSA will not have the right to redeem the 2027 Floating Rate Notes or the 2028 Floating Rate Notes prior to maturity. 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 February 24, 2025, a Free Writing Prospectus dated February 24, 2025, and a Final Prospectus Supplement dated February 24, 2025 in connection with the public offering and guarantee of the Notes. The descriptions of the Underwriting Agreement, the Indenture and the Third Supplemental Indenture are qualified in their entirety by the terms of such agreements themselves. Please refer to such agreements, and the forms 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.