Chevron Corporation

Item 1A.Risk Factors

Some inherent risks could materially impact the companys results of operations or financial condition. Information about risk factors for the threesix months ended March 31June 30, 2025, does not differ materially from that set forth under the heading Risk Factors on pages 20 through 27 of the companys 2024 Annual Report on Form 10-K, other than as reflected in the risk factor below.

Chevron may not complete the The Hess acquisition of Hess Corporation within the time frame the company anticipates or at all, which could have advermay cause effects on Chevron The completion of the acquisition of Hess Corporation (Hess) is subject to a number of conditions, including approval of any Guyanese governmental body, agency or authority that asserts its approval is required in connection with the transaction, which makess financial results to differ from the completion and timing of the completion of the merger uncertain.

Hess Guyana Exploration Limited (HGEL), a wholly owned subsidiary of Hess, is currently in arbitratanys expectations or the expectation with respect tos of the right of first refusal (Stabroek ROFR) contained in an operating agreement among HGEL, affiliates of Exxon Mobil Corporation (Exxon), and China National Offshore Oil Corporation (CNOOC) regarding the Stabroek Block offshore Guyana. The arbitration merits hearing about the applicability of the Stabroek ROFR to tinvestment community, the company may not achieve the merger has been scheduled for May 2025, with a decision expected in approximanticipately the following three months. If the arbitration does not result in a confirmationd benefits of that the Stabroek ROFR is inapplicable to the merger, and if Chevre acquisition, Hess, Exxon and/or CNOOC do not otherwise agree upon an acceptable resolution, then there would be a failure of a closing condi the acquisition under the merger agreement, in which case the merger would not close.

On December 7, 2023, Chevron and Hess each received a request for additional information and documentary materials (Second Request) from the Federal Trade Commission (FTC). Following the FTC review of the transacmay disrupt the companys current plans or operation, on September 30, 2024, ts. The FTC announced that a majority osuccess of the Commission voted to accept a consent agreement among the FTC, Chevron and Hess, resolving the concerns the FTC identified during its review of the transaction. On January 16, Hess acquisition, which closed in July 2025, a majority of the FTC voted to finalize the consent order entered on September 30, 2024.will depend, in part, on Chevron and Hess filed a petitions ability to set aside the consent order on March 27, 2025, which, if uccessfully integranted, would remove te the restrictionbusiness of John Hess serving on Chevrons Board while maintaining Chevrons clearance to close the transaction. Chevronand realize the anticipated benefits, including the and Hess have taken and will continue to take appropriticipate steps to maintain our ability under the Hart-Scott-Rodino Act of 1976, as amended, to close the merger following satisfactory resolution of the ongoing arbitrationd run-rate cost synergies, estimated five-year proceedings regarding pduction and freemptive rights in the Stabroek Block joint ope cash flow growth rating agreement. Additionally, if any Guyanese governmental body, agency or authority of competent jurisdiction asserts that its approval is required as a result of the consequences of the merger in Guyana on Hess assets in Guyana (which has not occurres, among other anticipated benefits, and anticipated as of the filing date of this report), approval of such governmental body, agency or authority will become a condition to each partyhigher returns to shareholders obligation to completever the merger.

The failure to satisfy all of the required conditions could delay the completion of the acquisition for a significant period of time or prevenlong-term. Difficulties in integrating Hess may result it from occurring at all. A n a failure to complete the acquisition would mean

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that we will not realize the anticipated benefits of the transaction. In addition,synergies in the terms and conditions of the required regulatory authorizationsexpected timeframe, in operational challenges, and consents for in the acquisitidiversion that are granted, if any, may impose requireof managements, limitations or costs or place restrictions on the conduct of the companys attention from ongoing business after the transaction or materially delay the completion of the acquisition. A delay in completing the acquisition could cause the company to realize some or all of the benefits later than we otherwise expect to realize them if concerns as well as in unforeseen expenses associated with the acquisition is successfully completed within th, which may have anticipated timeframe, which could result in additional transaction costs or in o adverse impact on ther negative effects associated with uncertainty about completion of the acquisition.  companys financial results.