UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) of the Securities Exchange Act of 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFearliest ~~1934~~event reported): July 18, 2025

~~Date~~HESS ofCORPORATION ~~Report~~ (~~Date~~Exact name of ~~Earliest~~registrant ~~Event~~as ~~Reported):~~specified ~~May 14,~~in ~~2025~~its charter)

HESS CORPORATION

Delaware		1-1204		13-4921002
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

(Exact Name of Registrant as Specified in Its Charter)

1185 Avenue of the Americas

New York, New York

10036

(Address of Principal Executive Offices)

(Zip Code)

DELAWARE		No. 1-1204		No. 13-4921002
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(212) 997-8500

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

~~1185~~Check ~~Avenue~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the ~~Americas~~registrant under any of the following provisions:

~~New~~☐ ~~York,~~Written ~~New~~communications ~~York~~pursuant ~~10036~~to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 997-8500

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol		Name of each ~~exchangeon~~exchange on which registered
Common Stock, par value $1.00 per share		HES		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory Note ~~5.07. Submission of Matters to a Vote of Security Holders.~~

~~The~~This Current ~~2025~~Report ~~annual~~on ~~meeting~~Form of8-K ~~stockholders~~is (being filed in connection with the consummation, on July 18, 2025 (the “~~Meeting~~Closing Date”), of ~~Hess~~the ~~Corporation~~previously announced Merger (~~the~~as ~~“Company”~~defined below) ~~was~~contemplated ~~held~~by onthe ~~May 14,~~Agreement ~~2025.~~and ~~All~~Plan ~~matters~~of ~~voted~~Merger, dated onas atof October 22, 2023 (the ~~Meeting~~“Merger ~~were~~Agreement”), ~~approved.~~by ~~The~~and ~~following~~among isHess Corporation (“Hess”), Chevron Corporation, a ~~summary~~Delaware ofcorporation ~~the~~(“Chevron”), ~~matters~~and ~~voted~~Yankee ~~upon~~Merger atSub ~~the~~Inc., ~~Meeting~~a Delaware corporation and ~~the~~a ~~voting~~direct, ~~results~~wholly ~~for~~owned ~~each~~subsidiary of ~~such~~Chevron ~~matter:~~(“Merger Subsidiary”).

~~Proposal~~At the 1effective –time ~~Election~~ of ~~Directors.~~the ~~Each~~Merger ofon the ~~following~~Closing ~~twelve~~Date ~~director~~(the ~~nominees~~“Effective ~~was~~Time”), ~~elected~~in accordance with the Merger Agreement, Merger Subsidiary merged with and into Hess (the “Merger”), with Hess continuing as the surviving corporation and a ~~director~~direct, ~~for~~wholly ~~the~~owned subsidiary ~~ensuing~~of ~~one-year~~Chevron. ~~term~~Hess orcommon ~~until~~stock ~~his~~was orsuspended ~~her~~from ~~respective~~trading ~~successor~~on isthe ~~elected~~New orYork ~~appointed,~~Stock byExchange (the ~~vote~~“NYSE”) ~~set~~prior ~~forth~~to the ~~below:~~open of trading on July 18, 2025.

Name	For		Against		Abstain		BrokerNon-Votes
Terrence J. Checki		243,301,536		9,763,211		933,740		18,401,894
Leonard S. Coleman, Jr.		247,935,822		5,002,976		1,059,689		18,401,894
Lisa Glatch		252,425,981		809,550		762,956		18,401,894
John B. Hess		246,254,234		6,987,896		756,357		18,401,894
Edith E. Holiday		241,294,670		11,956,387		747,430		18,401,894
Marc S. Lipschultz		247,897,353		5,349,278		751,856		18,401,894
Raymond J. McGuire		247,793,558		5,024,758		1,180,171		18,401,894
David McManus		247,183,930		6,060,946		753,611		18,401,894
Kevin O. Meyers		245,887,220		7,357,425		753,842		18,401,894
Karyn F. Ovelmen		244,168,364		9,063,274		766,849		18,401,894
James H. Quigley		246,865,379		6,375,000		758,108		18,401,894
William G. Schrader		247,190,523		6,045,667		762,297		18,401,894

At the Effective Time, in accordance with the Merger Agreement, 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”) of a share of common stock of Chevron. No fractional shares of Chevron common stock were issued in the Merger, however each holder of Hess common stock that otherwise would have been entitled to receive a fractional share of Chevron common stock immediately prior to the Effective Time will have the right to receive an amount in cash, without interest, rounded to the nearest cent, in lieu of such fractional share.

~~Proposal~~Pursuant to 2the –Merger ~~Advisory~~Agreement, ~~Vote~~at the Effective Time, (i) each then outstanding Hess stock option and restricted stock award were converted into corresponding Chevron equity awards based on ~~Executive~~the ~~Compensation.~~exchange ~~The~~ratio, ~~proposal~~subject to ~~approve~~the ~~(on~~same anterms ~~advisory~~and ~~basis)~~conditions applicable to such awards immediately prior to the ~~compensation~~Effective ofTime and (ii) each then outstanding PSU award was deemed to be earned at the maximum ~~named~~level ~~executive~~and ~~officers,~~converted asinto ~~disclosed~~a restricted cash award in an amount per share under such PSU award equal to the ~~Company’s~~average ~~2025~~closing trading ~~definitive~~price ~~proxy~~of ~~statement~~a onshare ~~Schedule~~of ~~14A,~~Chevron ~~filed~~common ~~with~~stock for the ~~Securities~~20 ~~and~~business ~~Exchange~~days ~~Commission~~ending on ~~April 4,~~and ~~2025,~~including ~~received~~the second to last business day prior to the ~~vote~~Effective ofTime ~~95.6%~~multiplied ofby the ~~shares~~exchange ~~present~~ratio, and in ~~person~~each orcase ~~represented~~subject byto ~~proxy~~the same terms and ~~entitled~~conditions as applied to ~~vote~~such atawards immediately prior to the ~~Meeting.~~Effective Time (other than the performance conditions).

For			242,922,564
Against			10,155,312
Abstain			920,611
Broker Non-Votes			18,401,894

The issuance of Chevron common stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to Chevron’s registration statement on Form S-4 (File No. 333-277356) (as amended, the “Registration Statement”), declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on April 26, 2024. The definitive proxy statement of Hess, which formed part of the Registration Statement and also constituted Chevron’s prospectus, contains additional information about the Merger and the other transactions contemplated by the Merger Agreement. The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to Hess’s Current Report on Form 8-K filed with the SEC on October 22, 2023.

~~Proposal~~The Merger 3Agreement –is ~~Ratification~~incorporated ofherein ~~Registered~~by ~~Public~~reference ~~Accountants~~to provide investors with information regarding its terms. ~~The~~It ~~proposal~~is not intended to provide ~~ratify~~any other factual information about Hess or Chevron. The representations, warranties and covenants contained in the ~~appointment~~Merger Agreement were made only for purposes of ~~Ernst &~~the ~~Young~~Merger ~~LLP~~Agreement as of the ~~Company’s~~specific ~~independent~~dates ~~registered~~therein, ~~public~~were ~~accountants~~solely for the ~~fiscal~~benefit ~~year~~of ~~ending~~the ~~December 31~~parties to the Merger Agreement, ~~2025~~may ~~received~~be subject to limitations agreed upon by the ~~vote~~contracting parties, including being qualified by confidential disclosures made for the purposes of 96allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.5% Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the ~~shares~~actual ~~present~~state inof ~~person~~facts or ~~represented~~condition byof ~~proxy~~the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and ~~entitled~~warranties tomay ~~vote~~change atafter the date ~~Meeting.~~of the Merger Agreement, which subsequent information may or may not be fully reflected in Hess’s public disclosures.

For			262,820,959
Against			8,844,416
Abstain			735,006

Item 1.02

Termination of a Material Definitive Agreement.

~~SIGNATURE~~In connection with the consummation of the Merger, on the Closing Date, Hess terminated commitments under that certain Credit Agreement, dated as of July 14, 2022, among Hess, certain of its subsidiaries from time to time party thereto, the lenders and other parties thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent (as amended, the “Credit Agreement”). In connection with the termination, Hess repaid all of the outstanding obligations in respect of principal, interest and fees under the Credit Agreement.

~~Pursuant~~The Credit toAgreement ~~the~~provided ~~requirements~~for ofan ~~the~~unsecured ~~Securities~~revolving ~~Exchange~~credit ~~Act~~facility with aggregate commitments of ~~1934~~$3.25 billion that could be drawn upon for, ~~the~~among ~~Registrant~~other ~~has~~things, ~~duly~~general ~~caused~~corporate ~~this~~purposes. ~~report~~Absent termination (or extension pursuant to beits ~~signed~~terms), the commitments under the Credit Agreement would have expired on ~~its~~July ~~behalf~~14, by2027. As of the ~~undersigned~~Closing ~~hereunto~~Date, ~~duly~~there ~~authorized~~were no borrowings outstanding under the Credit Agreement. Early termination of the Credit Agreement did not require payment of any early termination penalties.

~~Date:~~Some of ~~May 16~~the lenders under the Credit Agreement and/or their affiliates have in the past performed investment banking, ~~2025~~financial advisory, lending, underwriting and/or commercial banking services, or other services for Hess and its affiliates (including in connection with the transactions described in this Current Report on Form 8-K), for which they have received customary compensation and expense reimbursement.

~~HESS~~Item ~~CORPORATION By: /s/ Timothy B~~2.01 ~~Goodell~~Completion ~~Name:~~of ~~Timothy~~Acquisition B.or ~~Goodell~~Disposition ~~Title:~~of ~~Executive Vice President, General Counsel and Chief Compliance Officer~~Assets.

The information set forth in the Introductory Note, Item 3.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On the Closing Date, in connection with the consummation of the Merger, Hess notified the NYSE that the Merger had been consummated and requested that the trading of its common stock on the NYSE be suspended and that the listing of its shares on the NYSE be withdrawn. In addition, Hess requested that the NYSE file with the SEC a notification on Form 25 to report the delisting of its shares from the NYSE and to deregister its shares under Section 12(b) of the Securities Exchange Act of 1934, as amended.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

As a result of the consummation of the Merger, a change of control of Hess occurred, and Hess became a direct, wholly owned subsidiary of Chevron.

The information set forth in the Introductory Note, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the consummation of the Merger, all of the directors and officers of Hess immediately prior to the Effective Time ceased to be directors or officers of Hess at the Effective Time, and, at the Effective Time, Harsh Goyal, Andrew D. Stead and Nicola E. Woods became the directors of Hess, and Bruce L. Niemeyer became the President of Hess.

Bruce L. Niemeyer, 63, serves as the President of Chevron Americas Exploration & Production Company and oversees Chevron’s exploration and production activities throughout the Americas, a position he has held since October 2022. From January 2018 to October 2022, Mr. Niemeyer served as Vice President of Strategy and Sustainability for Chevron, where he was responsible for guiding the development of key strategies, including capital allocation and sustainability efforts. From April 2013 to October 2022, Mr. Niemeyer was the Vice President of Chevron Midcontinent Business Unit, where he was responsible for developing assets in the mid-continent United States. Prior to that, Mr. Niemeyer’s previous positions at Chevron have included serving as Vice President of Chevron Appalachian/Michigan Business Unit, and as General Manager of strategy and planning for Chevron North America Exploration and Production Company.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the consummation of the Merger and pursuant to the Merger Agreement, at the Effective Time, Hess’s certificate of incorporation and by-laws were amended and restated in their entirety. Copies of Hess’s amended and restated certificate of incorporation and by-laws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of October 22, 2023, among Chevron Corporation, Yankee Merger Sub Inc. and Hess Corporation (incorporated by reference to Exhibit 2.1 to Hess Corporation’s Current Report on Form 8-K filed with the SEC on October 22, 2023).*
3.1		Amended and Restated Certificate of Incorporation of Hess Corporation as of July 18, 2025.
3.2		Amended and Restated By-Laws of Hess Corporation as of July 18, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 18, 2025	HESS CORPORATION


	By:	/s/ Kari H. Endries
	Name:	Kari H. Endries
	Title:	Assistant Secretary

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