Item 1A. Risk Factors

Some inherent risks could materially impact the company’s financial results of operations or financial condition. Information about risk factors for the six months ended June 30, 2023, does not differ materially from that set forth under the heading “Risk Factors” on pages 20 through 26 of the company’s 2022 Annual Report on Form 10-K, other than as reflected in the risk factors below.

We may not complete the acquisition of PDC Energy within the time frame we anticipate or at all.

The completion of the acquisition of PDC Energy is subject to a number of conditions, including approval by PDC Energy stockholders of the adoption of the merger agreement. A failure to satisfy all of the required conditions could delay the completion of the acquisition for a significant period of time or prevent it from occurring at all. A delay in completing the acquisition could cause Chevron to realize some or all of the anticipated benefits of the acquisition later than we otherwise expect to realize them, which could result in additional transaction costs or other negative effects associated with uncertainty about completion of the acquisition.

The PDC Energy acquisition may cause our financial results to differ from our expectations or the expectations of the investment community, we may not achieve the anticipated benefits of the acquisition, and the acquisition may disrupt our current plans or operations.

The success of the PDC Energy acquisition will depend, in part, on Chevron’s ability to successfully integrate the business of PDC Energy and realize the anticipated benefits, including the anticipated annual capex efficiencies and operating expense synergies, expected incremental annual free cash flow, and accretion to return on capital employed and earnings per share. Difficulties in integrating PDC Energy may result in a failure to realize anticipated synergies in the expected timeframe, in operational challenges, and in the diversion of management's attention from ongoing business concerns as well as in unforeseen expenses associated with the acquisition, which may have an adverse impact on our financial results.

**Item 2.**Unregistered Sales of Equity Securities and Use of Proceeds

CHEVRON CORPORATION

ISSUER PURCHASES OF EQUITY SECURITIES

(1)Includes common shares repurchased from participants in the company’s deferred compensation plans for personal income tax withholdings.

**(2)**Refer to “Liquidity and Capital Resources” for additional information regarding the company’s authorized stock repurchase program.