M&A - HESS CORP

Form Type: 11-K

Filing Date: 2025-06-04

Corporate Action: Merger

Type: Update

Accession Number: 000162828025029315

Filing Summary: This document is the annual report for the Hess Corporation Employees' Savings Plan for the fiscal year ending December 31, 2024. The report provides an audited opinion on the financial statements, indicating that they fairly present the net assets available for benefits. Key highlights include total net assets available for benefits at year-end of $1,122,612,966, an increase from the previous year, and a net increase in net assets for the year of $90,067,314, resulting from contributions and investment income. The report discusses contributions from employees and employers, the administration of the plan, and its regulatory compliance with ERISA. Furthermore, it notes that Hess Corporation entered an Agreement and Plan of Merger with Chevron Corporation, whereby Hess will be merged into Chevron, with implications for common stock exchange rates if the merger proceeds. All participants are currently fully vested in their contributions and returns, and the report covers the evaluation of uncertain tax positions, confirming compliance with Section 401(a) of the Internal Revenue Code. The overall assessment emphasizes the plan's positive investment performance and participant engagement.

Form Type: 10-Q

Filing Date: 2025-05-08

Corporate Action: Merger

Type: Update

Accession Number: 000162828025023790

Filing Summary: Hess Corporation filed its Form 10-Q for the quarter ended March 31, 2025, revealing significant financial details and a strategic merger agreement with Chevron Corporation. Under this agreement, Hess will become a wholly-owned subsidiary of Chevron, with shareholders receiving 1.025 shares of Chevron common stock for each Hess share. Shareholder approval for the merger was secured on May 28, 2024. The report covers financial performance, including sales revenues of $2.912 billion and a net income of $522 million, down from $1.067 billion the previous year. It outlines various operational segments, inventory details, and capital expenditures related to oil production and midstream activities, indicating ongoing projects particularly in the Guyana region. The company is also facing arbitration concerning a right of first refusal linked to its half in the Stabroek Block. The report notes compliance with SEC requirements, detailing management's beliefs about fiscal health and future performance as precautionary, especially concerning the merger's pending completion due to external arbitration outcomes. Additionally, new accounting standards affecting disclosures around income taxes and expenses were discussed, pointing to compliance adjustments in reporting.

Form Type: 8-K

Filing Date: 2025-03-07

Corporate Action: Merger

Type: Update

Accession Number: 000119312525049890

Filing Summary: On March 4, 2025, Hess Corporation's Compensation and Management Development Committee approved annual incentive targets under the Company's Annual Incentive Plan aimed at aligning pay with performance. Key enterprise level metrics for the plan include environment, health and safety measures, controllable production metrics, and cash costs. The payout varies from 0% to 200% based on performance against these metrics. Additionally, the Committee finalized long-term incentive awards for Named Executive Officers, influenced significantly by a pending merger with Chevron Corporation. The long-term incentive awards will be structured as restricted stock that vests over three years, with provisions for accelerated vesting in certain termination scenarios. This document reflects the company's strategic focus on creating long-term stockholder value amidst ongoing organizational changes due to the merger.