Geurt G. Schoonman - Jul 18, 2025 Form 4 Insider Report for HESS CORP (HES)

Signature
Barry Schachter for Geurt G. Schoonman
Stock symbol
HES
Transactions as of
Jul 18, 2025
Transactions value $
$0
Form type
4
Date filed
7/18/2025, 04:21 PM
Previous filing
Jun 10, 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Schoonman Geurt G Senior Vice President 1185 AVENUE OF THE AMERICAS, NEW YORK Barry Schachter for Geurt G. Schoonman 2025-07-18 0001799427

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HES Common Stock, $1.00 par value Disposed to Issuer -51.9K -100% 0 Jul 18, 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HES 2023 Performance Share Unit Disposed to Issuer -7.05K -100% 0 Jul 18, 2025 Common Stock, $1.00 par value 14.8K $0.00 Direct F3
transaction HES Option to purchase Common Stock Disposed to Issuer -2.21K -100% 0 Jul 18, 2025 Common Stock, $1.00 par value 2.21K $141.55 Direct F4
transaction HES Option to purchase Common Stock Disposed to Issuer -2.21K -100% 0 Jul 18, 2025 Common Stock, $1.00 par value 2.21K $141.55 Direct F4
transaction HES Option to purchase Common Stock Disposed to Issuer -2.21K -100% 0 Jul 18, 2025 Common Stock, $1.00 par value 2.21K $141.55 Direct F4
transaction HES Option to purchase Common Stock Disposed to Issuer -3.04K -100% 0 Jul 18, 2025 Common Stock, $1.00 par value 3.04K $101.17 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Geurt G. Schoonman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This amount includes 27,417 shares held in escrow pursuant to the Corporation's Long Term Incentive Plans.
F2 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.
F3 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).
F4 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.