CRC 10-K & 10-Q changes, risk factors and insider trading
California Resources Corp · NYSE · Crude Petroleum & Natural Gas · CIK 1609253 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Reductions in California refining and pipeline capacity could adversely affect our ability to market our production and our realized prices.”
New heading “Our operations in Utah are subject to additional regulatory, permitting and legal risks, including risks associated with federal and tribal lands.”
Removed heading “The Inflation Reduction Act could accelerate the transition to a low-carbon economy and could impose new costs on our operations.”
Largest changes
“Our financial condition, results of operations, cash flow and ability to invest in our assets are highly dependent on oil, natural gas and NGL prices. …”see in full comparison
“Public statements with respect to ESG matters, such as emissions reduction goals, other environmental targets, or other commitments addressing certain employment practices or social initiatives, are becoming increasingly subject to heightened scrutiny from public and governmental authorities. For example, the SEC has recently taken enforcement action against companies for ESG-related misconduct, including alleged “greenwashing,” i.e., misleading information or false claims overstating potential ESG benefits. …”see in full comparison
Cybersecurity attackssee in full comparisonon businesseshaveescalated andbecome moresophisticated.frequentIfand sophisticated, and we orthethird parties with whom we interactwere to experience a successful attack, the potential consequences to our business, workforce and the communities in which we operate couldmay besignificant.targeted by malicious actors. We utilize various technologies, controls and procedures, as well as internal staff and external specialists to protect our systems and data, to identify and remediate vulnerabilities and to monitor and respond to threats. However,there can be no assurance that suchthese measureswillmaybe sufficient tonot prevent security breaches from occurring. If a breach occurs, it may remain undetected for an extended period of time.If we or third parties with whom we interact were to experience aA cybersecurityattack or a successful breach, the potential consequencesincident couldberesultsignificant,inincludingdata loss, business interruption, reputational harm, regulatory scrutiny, litigation, financial lossof data, loss of business, damage to our reputation, potential financial or legal liability requiring us to incurand significantcosts,remediationdisruptions related to investigations and costs related to remediation.costs.
“We have also experienced delays obtaining drilling permits from CalGEM since the passage of Senate Bill No. 1137, which established 3,200 feet as the minimum distance between new oil and natural gas production wells and certain sensitive receptors such as homes, schools and businesses open to the public. The law became effective January 1, 2023 and CalGEM issued emergency regulations implementing the requirements of the law on January 6, 2023. …”see in full comparison
“Opposition toward oil and gas drilling and development activity has been growing over time. Companies in the oil and gas industry are often the target of efforts to delay or prevent oil and gas development by non-governmental organizations and individuals. These activists use a variety of tactics that primarily rely on allegations regarding safety, environmental compliance and business practices. At both the state and federal level, these tactics include seeking changes to laws, pressuring governmental agencies to promulgate regulations or engage in rulemaking, or pursuing litigation. …”see in full comparison
“The military conflicts in Ukraine, Israel and other countries in the Middle East have caused volatility in the prices of natural gas, oil and NGLs, and the extent and duration of the military action, sanctions and resulting market disruptions have been significant and could continue to have a substantial impact on the global economy and our business for an unknown period of time.”see in full comparison
Full comparison: every changed paragraph (220)
•Our producing properties are located exclusivelyprimarily in California, making us vulnerable to risks associated with having operations concentrated in this geographic area, including drought, earthquake and wildfire risks.
•Reductions in California refining and pipeline capacity could adversely affect our ability to market our production and our realized prices.
•We may be negatively impacted by inflation.inflation, including through increased operating, capital and financing costs.
•The other risk factors described under Risks Related to Our Oil and Gas Business below.
•The military conflicts in Ukraine, Israel and other countries in the Middle East have caused price volatility and geopolitical instability which impact our business.
•Some of our competitors have greater resources than us and we may not be able to successfully compete in acquiring and developing new properties.
•Our hedging activities limit our ability to realize the full benefits of increases in commodity prices.
•Estimates of proved reserves and related future net cash flows are not precise. The actual quantities of our proved reserves and future net cash flows may prove to be higher or lower than estimated.
•From time to time we may engage in step-out drilling, or drilling in new or emerging plays. Our drilling results are uncertain, and the value of our undeveloped acreage may decline if drilling is unsuccessful.
•Our ability to achieve our emissions goalsgoals, including our Responsible Net Zero objective, and other goals related to carbon management activitiesobjectives is subject to significant risks and uncertainties.
•Our Carbon TerraVault business and other CCS projects depend on financial and tax incentives to be economical, and these incentives may not currently be sufficientinsufficient, forunavailable, ourdelayed, Carbon TerraVault business and other CCS projects to be economical, may not be fully realized, or could be changedreduced or terminated.
•Our Carbon TerraVault JV with Brookfield is subject to inherent uncertainties whichthat could adversely affect our ability to implement our carbon management strategy.
•IncreasedChanges attentionin expectations as to ESG matters may adversely impact our business.business, regulation and access to capital.
•AcquisitionMergers, acquisitions and disposition activities,dispositions, including continued integration of the AeraBerry Merger,Merger completed in December 2025, involve substantial risks.
•The other risks described under Risks Related to Our Business Generally described below.
•We may incur substantial losses and be subject to substantial liability claims as a result of pollution, environmental conditions or catastrophic events. We may not be insured for, or our insurance may be inadequate to protect us against, these risks.
•Cybersecurity attacks, systems failures and other disruptions could adversely affect us.
•Our operations in Utah are subject to additional regulatory, permitting and legal risks, including risks associated with federal and tribal lands.
•The other risks described under Risks Related to Regulation and Government Action below.
•New and developing regulations related to CO2 unitization, permitting and pipeline safety could negatively impact our business, financial condition and results of operations.
•Our operations and financial performance may be negatively affected directly or indirectly by changes in trade policies and tariffs.
•Concerns about climate change and other environmental issues may prompt governmental action that could have a material adverse effect on our operations or results.
•The Inflation Reduction Act could accelerate the transition to a low-carbon economy and could impose new costs on our operations.
•Tax law changes could have an adverse effect on our financial condition, results of operations and cash flows.
•Financial assurance requirements related to plugging and abandonment costs, decommissioning, and site restoration on those who acquire the right to operate wells and production facilities could impact our ability to sell or acquire assets in California or increase our costs in connection with the same.
•Our existing and future indebtedness may adversely affect our businessbusiness, financial condition and limit our financial flexibility.
•The other risks described under Risks Related to Our Indebtedness below.
•We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy the obligations under our indebtedness, which may not be successful.
•The lenders under our Revolving Credit Facility could limit our ability to borrow and restrict our ability to use or access capital.
•Restrictive covenants in our Revolving Credit Facility and the indentures governing our Senior Notes may limit our financial and operating flexibility.
•Variable rate indebtedness under our Revolving Credit Facility subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
•The other risks described under Risks Related to Our Common Stock below.
•Future issuances of our common stock could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.
•The ownership position of certain of our stockholders limits other stockholders’ ability to influence corporate matters and could affect the price of our common stock.
•Sales of shares of our common stock by our executive officers could negatively impact the market price for our common stock.
Our financial condition, results of operations, cash flow and ability to invest in our assets are highly dependent on oil, natural gas and NGL prices. Prices for these products are volatile and are subject to fluctuations in response to factors beyond our control, including changes in global and regional supply and demand, inventory levels, geopolitical events (including conflicts in Ukraine and Israel and the geopolitical uncertainty in the Middle East and Venezuela), actions by OPEC and other significant producers, economic conditions, public health events, government regulation and policies relating to energy and climate change, weather conditions, natural disasters, transportation and storage constraints, and market speculation. Sustained periods of lower commodity prices could materially and adversely affect our business by reducing our cash flows, limiting our ability to fund capital expenditures, decreasing the value of our proved reserves, reducing our borrowing capacity under our Revolving Credit Facility, limiting our access to capital markets, and impairing our ability to service our indebtedness or comply with financial covenants. While we use commodity price hedging arrangements to manage a portion of our exposure to price volatility, our hedging program does not provide protection for all of our production, may limit our ability to benefit from price increases, and exposes us to counterparty risk. We may be unable to enter into additional hedging arrangements on acceptable terms or at all.
Our financial condition, results of operations, cash flow and ability to invest in our assets are highly dependent on oil, natural gas and NGL prices. A substantial decline in prices for these products would reduce our cash flows from operations and could reduce our borrowing capacity or cause a default under our financing agreements.
Prices for oil, natural gas and NGL may fluctuate widely in response to relatively minor changes in domestic and global supply and demand, market uncertainty and a variety of additional factors that are beyond our control, such as:
•domestic and global inventory levels;
•political and economic conditions, including international disputes such as the conflicts in Ukraine, Israel and other countries in the Middle East;
•pandemics, epidemics, outbreaks or other public health events, such as the COVID-19 pandemic;
•the actions of OPEC and other significant producers and governments;
•changes or disruptions in actual or anticipated production, refining and processing;
•worldwide drilling and exploration activities;
•government energy policies and regulation, including with respect to climate change;
•the effects of conservation;
•natural disasters, weather conditions and other seasonal impacts;
•speculative trading in derivative contracts;
•currency exchange rates;
•technological advances;
•transportation and storage capacity, bottlenecks and costs in producing areas;
•the price, availability and acceptance of alternative energy sources;
•regional market conditions; and
•other matters affecting the supply and demand dynamics for these products.
Lower prices could have adverse effects on our business, financial condition and results of operations, including:
•reducing our proved oil and natural gas reserves over time;
•limiting our capital expenditures and our ability to grow or maintain future production;
•causing a reduction in our borrowing base under our Revolving Credit Facility, which could affect our liquidity;
•reducing our cash flow and ability to make interest payments or maintain compliance with financial covenants in the agreements governing our indebtedness, which could trigger mandatory loan repayments and default and foreclosure by our lenders and bondholders against our assets; and
•limiting our access to funds through the capital markets and the price we could obtain for asset sales or other monetization transactions.
Management's Discussion & Analysis (MD&A)
Not available: the section could not be located automatically in both filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
What changed in the latest 10-Q
Risk Factors
We are subject to various risks and uncertainties in the course of our business. A discussion of such risks and uncertainties may be found under the heading Risk Factors in our 2025 Annual Report. There were no material changes to those risk factors during the three months ended June 30, 2026.
Full comparison: every changed paragraph (1)
We are subject to various risks and uncertainties in the course of our business. A discussion of such risks and uncertainties may be found under the heading Risk Factors in our 2025 Annual Report. There were no material changes to those risk factors during the three months ended MarchJune 31,30, 2026.
Management's Discussion & Analysis (MD&A)
Not available: the section could not be located automatically in both filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
CRC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 5 filings (2 insiders, 5 trade dates, 74,037 shares, about $4.2M; 4 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -74,037 (purchases minus sales); net value about -$4.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-04 | Bys Jay A. |
Open-market sale |
11,907 | $54.00 | $643.0K |
| 2026-08-10 | Bys Jay A. |
Open-market sale |
11,907 | $54.00 | $643.0K |
| 2026-07-13 | Bys Jay A. |
Open-market sale |
11,907 | $54.00 | $643.0K |
| 2026-06-19 | Hayat Omar |
Shares withheld for tax | 3,945 | $55.30 | $218.2K |
| 2026-06-19 | Hayat Omar |
Shares withheld for tax | 2,139 | $55.30 | $118.3K |
| 2026-06-19 | Hayat Omar |
Grant/award | 7,312 | — | — |
| 2026-06-04 | Bys Jay A. |
Open-market sale |
11,907 | $61.68 | $734.4K |
| 2026-05-12 | Preston Michael L. |
Open-market sale | 26,409 | $59.82 | $1.6M |
| 2026-05-08 | Hayat Omar |
Shares withheld for tax | 94 | $58.92 | $5.5K |
| 2026-05-08 | Hayat Omar |
Shares withheld for tax | 51 | $58.92 | $3.0K |
| 2026-05-08 | Hayat Omar |
Grant/award | 173 | — | — |
| 2026-04-30 | Veltmann Alejandra |
Grant/award | 3,091 | — | — |
| 2026-04-30 | Roby William B |
Grant/award | 3,091 | — | — |
| 2026-04-30 | Mcfarland Mark Allen |
Grant/award | 3,091 | — | — |
| 2026-04-30 | Kendall Christian S |
Grant/award | 3,091 | — | — |
| 2026-04-30 | Chapman James N |
Grant/award | 3,091 | — | — |
| 2026-04-30 | Cepak Tiffany Thom |
Grant/award | 5,023 | — | — |
| 2026-04-30 | Bremner Andrew B. |
Grant/award | 3,091 | — | — |
Well-known investors holding CRC (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 1,868,891 | $98.8M | 0.06% | Reduced 2% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 291,484 | $15.4M | 0.01% | Reduced 6% |
| Renaissance Technologies | 2026-06-30 | 157,869 | $8.3M | 0.01% | Reduced 16% |
| Two Sigma Investments | 2026-06-30 | 136,050 | $7.2M | 0.01% | Reduced 8% |
| Millennium Management (Israel Englander) | 2026-06-30 | 55,886 | $3.0M | 0.0% | Reduced 85% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 21,795 | $1.2M | 0.0% | Reduced 49% |
| D. E. Shaw & Co. | 2026-06-30 | 9,265 | $489.8K | 0.0% | Reduced 76% |