Announcement • Jul 18

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Chevron Corporation (NYSE:CVX) Completed the acquisition of Hess Corporation (NYSE:HES) from The Vanguard Group, Inc., FMR LLC, BlackRock, Inc., State Street Corporation and others.

Chevron Corporation (NYSE:CVX) entered into a definitive agreement to acquire Hess Corporation (NYSE:HES) from The Vanguard Group, Inc., FMR LLC, BlackRock, Inc., State Street Corporation and others for $52.7 billion on October 22, 2023. Under the terms of the agreement, Hess shareholders will receive 1.0250 shares of Chevron for each Hess share. The total enterprise value, including debt, of the transaction is $60 billion. In aggregate, upon closing of the transaction, Chevron will issue approximately 317 million shares of common stock. The transaction price represents a premium of 10.3% on a 20-day average based on closing stock prices on October 20, 2023. In addition, John Hess is expected to join Chevron’s Board of Directors. The transaction would be accretive to cash flow per share and extends growth into 2030s. In case of termination, Hess will pay Chevron a termination fee of approximately $1.715 billion under certain circumstances provided in the merger agreement. The acquisition is subject to Hess shareholder approval. It is also subject to regulatory approvals, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the effectiveness of the Registration Statement on Form S-4 to be filed by Chevron pursuant to which the shares of Chevron common stock to be issued in connection with the Merger will be registered with the U.S. Securities and Exchange Commission and the authorization for listing on the New York Stock Exchange of the shares of Chevron common stock to be issued in connection with the Merger and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both companies. As on December 7, 2023, HSR Act waiting period is further extended by 30 days after FTC's second review request. As on May 13, 2024, US Senate majority leader Chuck Schumer has demanded that the Federal Trade Commission (FTC) should block the merger. Hess shareholders approved the transaction at special meeting held on May 28, 2024. On September 30, 2024, Hess Corporation announced that the Federal Trade Commission (FTC) antitrust review of the Chevron-Hess merger has been completed, satisfying one of the closing conditions for the transaction. The Federal Trade Commission has ordered that Hess CEO John Hess is barred from joining the Chevron board. The transaction is expected to close by the end of the first half of 2024. As per updated filing, transaction is expected to close in middle of 2024. As of March 17, 2025, Between January and March 2025, Chevron Corporation purchased 15,380,000 shares of Hess Corporation common stock at prevailing market prices in open market transactions. The number of shares purchased represents approximately 4.99% of the shares of Hess common stock outstanding as of January 31, 2025. These purchases, which were made at prices that represent a discount to the price of shares of Hess common stock implied in the exchange ratio set forth in the Merger Agreement entered into between Chevron and Hess on October 22, 2023. These purchases of shares of Hess common stock are in addition to repurchases of Chevron common stock being made for the first quarter ending March 31, 2025. As of July 17, 2025, decision to rescind the orders related to the Chevron/Hess matters has been agreed by Mark R. Meador. Morgan Stanley & Co. LLC is acting as lead financial advisor to Chevron. Evercore also advised Chevron. Kyle Seifried,Stan Richards, Scott Barshay, John Kennedy, Christodoulos Kaoutzanis, Caith Kushner and Manuel Frey, Lawrence Witdorchic, Brian Krause, Claudine Meredith-Goujon, and Peter Fisch of Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as legal advisors to Chevron. Goldman Sachs & Co. LLC is acting as lead financial advisor and fairness opinion provider to Hess. J.P. Morgan Securities LLC also advised Hess. Martin Lipton, Karessa L. Cain, Zachary S. Podolsky, Nelson O. Fitts, Jeannemarie O'Brien, Emily D. Johnson and T. Eiko Stange of Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Hess. Stuart Rogers of Alston & Bird LLP represented Morgan Stanley & Co. LLC as financial advisor. David A. Higbee, Ben Gris and Jonathan Cheng of Shearman & Sterling LLP is acting as legal advisor to Chevron in the transaction. Morgan Stanley and Paul, Weiss, Rifkind, Wharton & Garrison also provided due diligence services. Computershare, Inc. acted as transfer agent for Hess and Computershare Shareowner Services LLC acted as transfer agent for Chevron. Hess has retained MacKenzie Partners, Inc. to assist in the solicitation of proxies for an estimated fee of approximately $40,000. Hess has agreed to pay Goldman Sachs 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. Chevron Corporation (NYSE:CVX) Completed the acquisition of Hess Corporation (NYSE:HES) from The Vanguard Group, Inc., FMR LLC, BlackRock, Inc., State Street Corporation and others on July 18, 2025. Hess continuing as the surviving corporation and a direct, wholly owned subsidiary of Chevron. Hess common stock was suspended from trading on the New York Stock Exchange (the “NYSE”) prior to the open of trading on July 18 , 2025.

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Chevron Corporation (NYSE:CVX) Completed the acquisition of Hess Corporation (NYSE:HES) from The Vanguard Group, Inc., FMR LLC, BlackRock, Inc., State Street Corporation and others.

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