雪佛龙美股招股说明书(2025-12-05版)

Floating Rate Notes due 2075Fully and unconditionally guaranteed by Chevron Corporation Chevron U.S.A. Inc. (exclusive of its subsidiaries, the “Issuer” or “CUSA”) is offering $154,204,000 aggregate principal amount of notes due 2075 (the “notes”). The obligations under the notes will be fully and unconditionally guaranteed by Chevron Corporation, the parent company of the Issuer (exclusive of itssubsidiaries, the “Guarantor”), on an unsecured and unsubordinated basis and will rank equally to any other unsecured and unsubordinated indebtedness of the Guarantor The notes will mature on December9, 2075. The Issuer will pay interest on the notes quarterly in arrears on March 9, June9, September9 and December9 ofeach year starting on March9, 2026. The notes will bear interest at a floating rate equal to Compounded SOFR (as defined herein)minus0.450%, subject to theprovisions set forth under “Description of the Notes”;provided,however, that the minimum interest rate on the notes shall not be less than 0.000%. The Issuer will havethe right to redeem the notes in whole or in part beginning on December9, 2055 and at any time thereafter at the redemption prices listed in this prospectus supplement,plus accrued and unpaid interest on the notes to the date the Issuer redeems the notes. The holders of the notes may require the Issuer to repurchase all or a portion of the If there is a “tax event” (as defined herein), the Issuer has the right to shorten the maturity of the notes to the extent needed, so that the interest paid on the noteswill be deductible for United States federal income tax purposes. On the new maturity date, the Issuer will pay 100.000% of the principal amount of the notes, plus Investing in the notes involves risks. See “Part I, Item1A. Risk Factors” in Chevron Corporation’s Annual Report on Form10-K, filed with theCommission on February21, 2025, “Part II, Item 1A. Risk Factors” in Chevron Corporation’s Quarterly Report on Form 10-Q for the quarterly period endedMarch31, 2025, filed with the Commission on May8, 2025, “Part II, Item 1A. Risk Factors” in Chevron Corporation’s Quarterly Report on Form10-Q for thequarterly period ended June30, 2025, filed with the Commission on August7, 2025, and “Part II, Item 1A. Risk Factors” in Chevron Corporation’s QuarterlyReport on Form 10-Q for the quarterly period ended September30, 2025, filed with the Commission on November6, 2025, each of which is incorporated by Table of Contents TABLE OF CONTENTS Prospectus Supplement CHEVRON CORPORATION AND CHEVRON U.S.A. INC.WHERE YOU CAN FIND MORE INFORMATIONRISK FACTORSUSE OF PROCEEDSCAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR”PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995DESCRIPTION OF THE NOTESCERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGVALIDITY OF THE SECURITIESEXPERTS Prospectus ABOUT THIS PROSPECTUSCAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING STATEMENTS We are responsible for the information contained in or incorporated by reference in this prospectus supplement and the accompanyingprospectus or any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither Chevron Corporation norCUSA has, and the underwriters have not, authorized anyone to provide you with different information. The information contained or The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes and guarantees in somejurisdictions may be restricted by law. If you possess this prospectus supplement and the accompanying prospectus, you should find out aboutand observe these restrictions. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are notsoliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale Table of Contents CHEVRON CORPORATION AND CHEVRON U.S.A. INC. Chevron Corporation, a Delaware corporation and the indirect parent company of Chevron U.S.A. Inc., a Pennsylvania corporation, manages itsinvestments in subsidiaries and affiliates and provides administrative, financial, management and technology support to U.S. and internationalsubsidiaries that engage in integrated energy and chemicals operations. Upstream operations consist primarily of exploring for, developing, producingand transporting crude oil and natural gas; processing, liquefaction, transportation and regasification associated with liquefied natural gas; transportingcrude oil by major international oil export pipelines; transporting, storage and marketing of natural gas; carbon capture and storage; and a gas-to-liquids Chevron U.S.A. Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Chevron Corporation, and its subsidiaries manage and operatemost of Chevron’s U.S. businesses, with assets including those related to the