EXPLANATORY NOTE
Chevron Corporation (we, Chevron or the Company) hereby amends its original registration statement on Form
S-4 (File No. 333-244369) filed with the Commission on August 11, 2020, as amended by the pre-effective Amendment
No. 1 thereto filed with the Commission on August 24, 2020 (the Form S-4), which the Commission declared effective at 3:00 p.m. Eastern Time on August 26, 2020, by filing this
Post-Effective Amendment No. 1 on Form S-8 (this Post-Effective Amendment and together with the Form S-4, this Registration Statement).
The Company filed the Form S-4 in connection with the merger contemplated by the Agreement and Plan of
Merger, dated as of July 20, 2020 (the Merger Agreement) by and among the Company, Chelsea Merger Sub Inc., a direct, wholly-owned subsidiary of the Company (Merger Sub), and Noble Energy, Inc. (Noble
Energy), pursuant to which, effective as of October 5, 2020, Merger Sub merged with and into Noble Energy (the Merger), and Noble Energy continued as the surviving corporation and a direct, wholly-owned subsidiary of the
Company.
As a result of the Merger, each issued and outstanding share of Noble Energy common stock, par value $0.01 per share, was
converted automatically into 0.1191 shares of Chevron common stock (the Exchange Ratio).
Pursuant to the terms of the Merger
Agreement, certain outstanding Noble Energy stock options, restricted stock unit awards and restricted stock awards were converted into a corresponding award with respect to Chevron common stock. In addition, certain Noble Energy performance share
unit awards were converted into restricted stock unit awards with respect to a fixed number of shares of Chevron common stock based on assumed performance at target. In each case, the number of shares underlying the award was adjusted based on the
Exchange Ratio.
The Company hereby amends the Form S-4 by filing this Post-Effective Amendment
relating to 1,383,436 shares of Chevron common stock issuable pursuant to the Assumed Plans. All such shares were previously registered on the Form S-4 but will be subject to issuance pursuant to this
Post-Effective Amendment.