Transaction Details

Footnotes

This amount includes 39,189 shares held in escrow pursuant to the Corporation's Long-Term Incentive Plans. | Pursuant to the Agreement and Plan of Merger, dated October 22, 2023 (as amended, the "merger agreement"), by and among Hess, Yankee Merger Sub Inc. ("Merger Sub") and Chevron Corporation ("Chevron"), at the effective time of the merger of Merger Sub with and into Hess on the closing date (the "Effective Time"), each outstanding share of common stock of Hess (except as otherwise specified in the merger agreement) was converted into the right to receive 1.025 (the "exchange ratio") shares of common stock of Chevron. | Pursuant to the merger agreement, at the Effective Time, each then outstanding Performance Share Unit (PSU) award was deemed to be earned at the maximum level and converted into a restricted cash award in an amount per share under such PSU award equal to the average closing trading price of a share of Chevron common stock for the 20 business days ending on and including the second to last business day prior to the Effective Time multiplied by the exchange ratio, and in each case subject to the same terms and conditions as applied to such awards immediately prior to the Effective Time (other than the performance conditions). | Pursuant to the merger agreement, at the Effective Time each then outstanding Hess stock option was converted into a corresponding Chevron stock option based on the exchange ratio, subject to the same terms and conditions applicable to such award immediately prior to the Effective Time.