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OXY 10-K & 10-Q changes, risk factors and insider trading

Occidental Petroleum Corp. (also OXY-WT) · NYSE · Crude Petroleum & Natural Gas · CIK 797468 · All filings on SEC.gov

Everything below is quoted or computed from Occidental Petroleum Corp.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

98 / 161risk-factor paragraphs added / removed in latest 10-K
16new risk-factor headings
1Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-18 (period ending 2025-12-31) with 10-K filed 2025-02-18 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

98new paragraphs
161removed paragraphs
17reworded paragraphs
11,662 → 6,464words in section

New heading “Anadarko’s Tronox settlement may not be deductible for income tax purposes and the Company may be required to repay the tax refund Anadarko received in 2016 related to the deduction of the Tronox settlement payment.”

New heading “The Company’s indebtedness could limit financial flexibility and increase vulnerability to adverse conditions.”

New heading “Government actions, regulatory changes and political, economic and social instability may adversely affect the Company’s operations and results of operations.”

New heading “The Company may be adversely affected by claims, litigation, government investigations and other proceedings.”

New heading “The Company is subject to operational hazards and catastrophic events.”

New heading “Health, safety and environmental laws and regulations and climate-related policies could have a material adverse effect on the Company’s financial condition, results of operations and cash flows.”

New heading “The Company’s carbon management and sustainability initiatives and strategic objectives involve significant risks and uncertainties.”

New heading “The Company operates in highly competitive environments and may not be able to source production or replace reserves.”

New heading “The Company’s oil and gas reserves and other significant financial statement items are estimates based on professional judgment and may be subject to revision.”

New heading “The Company may experience delays, cost overruns, losses or unrealized expectations in development efforts and exploration activities.”

New heading “The Company’s operations could be adversely affected if it is unable to source water or sand or dispose of surplus fluids.”

New heading “The Company’s production from CO2 EOR operations may decline if it is unable to obtain sufficient amounts of CO2.”

New heading “Acquisitions, divestitures and other transactions may cause financial results to differ from the Company’s or investors’ expectations, may not deliver anticipated benefits and could disrupt current operations.”

New heading “An Occidental subsidiary acts as the general partner of WES, a publicly traded master limited partnership, which may involve potential legal liability.”

New heading “The Company is exposed to cybersecurity, digital infrastructure and data security risks.”

New heading “Insurance does not cover all risks, which could result in significant financial exposure.”

Removed heading “Anadarko’s Tronox settlement may not be deductible for income tax purposes; Occidental may be required to repay the tax refund Anadarko received in 2016 related to the deduction of the Tronox settlement payment, which may have a material adverse effect on Occidental’s results of operations, liquidity and financial condition.”

Removed heading “Occidental’s indebtedness may make it more vulnerable to economic downturns and adverse developments in its businesses. Downgrades in Occidental’s credit ratings or future increases in interest rates may negatively impact Occidental’s cost of capital and ability to access capital markets.”

Removed heading “Disruptions in the political, regulatory, economic, and social environments of the countries in which Occidental operates could adversely affect its reputation, financial condition, results of operations and cash flows.”

Removed heading “Government actions and political instability may adversely affect Occidental’s businesses and results of operations.”

Removed heading “Claims, litigation, government investigations and other proceedings may adversely affect Occidental’s businesses, consolidated financial position, results of operations and cash flows.”

Removed heading “Compliance costs and liabilities associated with health, safety and environmental laws and regulations could have a material adverse effect on Occidental’s or its subsidiaries’ businesses, financial condition and results of operations.”

Removed heading “Occidental may experience delays, cost overruns, losses or other unrealized expectations in development efforts and exploration activities.”

Removed heading “Occidental’s oil and gas business operates in highly competitive environments, which affect, among other things, its ability to source production and replace reserves.”

Removed heading “Occidental’s oil and gas reserve additions may not continue at the same rate and a failure to replace reserves may negatively affect Occidental’s businesses.”

Removed heading “Occidental’s oil and gas reserves are estimates based on professional judgments and may be subject to revision.”

Removed heading “Occidental has previously recorded impairments of its assets and will continue to assess further impairments across its asset portfolio in the future.”

Removed heading “Acquisitions, divestitures and other transactions may cause Occidental’s financial results to differ from the Company’s expectations or the expectations of the investment community, Occidental may not achieve the anticipated benefits of such transactions, and such transactions may disrupt the Company’s current plans or operations.”

Removed heading “One of Occidental’s subsidiaries acts as the general partner of WES, a publicly traded master limited partnership, which may involve potential legal liability.”

Removed heading “Occidental is exposed to cyber-related risks.”

Removed heading “Climate change and further regulation of GHG and other air emissions may adversely affect Occidental’s businesses and results of operations.”

Removed heading “Occidental’s future results could be adversely affected if it is unable to execute new business strategies effectively.”

Removed heading “Occidental’s aspirations, goals and initiatives related to carbon management and overall sustainability expose it to numerous risks.”

Removed heading “Occidental uses water and sand and is required to dispose of produced water. Occidental’s inability to source water and sand, or dispose of produced water, could adversely affect its operations.”

Removed heading “Occidental uses CO2 for its EOR operations. Occidental’s production from these operations may decline if Occidental is not able to obtain sufficient amounts of CO2.”

Removed heading “Occidental’s operations and financial results could be significantly negatively impacted by its offshore operations.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: liquidity, downgrade, credit rating, inflation
“Occidental’s level of indebtedness, including indebtedness incurred in connection with the CrownRock Acquisition, could increase its vulnerability to adverse changes in general economic and industry conditions, economic downturns and adverse developments in its businesses or limit Occidental’s flexibility in planning for or reacting to changes in its businesses and the industries in which it operates. From time to time, Occidental has relied on access to capital markets for funding. …”
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New text topics: liquidity, downgrade, credit rating, inflation
“The Company’s level of indebtedness may make it more vulnerable to adverse changes in general economic or industry conditions and could limit the Company’s ability to respond to changing business conditions. Periodically, the Company has relied on access to capital markets for funding. …”
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Removed text topics: investigation, litigation, fine, penalt
“■Violation of certain laws and regulations, and associated claims, litigation, investigations and other proceedings, which may result in strict or joint and several liability and the imposition of significant administrative, civil or criminal fines and penalties, monetary damages, and remedial actions or assessments, potentially requiring significant changes to, or even closure of, facilities or operations;”
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Removed text topics: downgrade, credit rating, interest rate
“Occidental’s indebtedness may make it more vulnerable to economic downturns and adverse developments in its businesses. Downgrades in Occidental’s credit ratings or future increases in interest rates may negatively impact Occidental’s cost of capital and ability to access capital markets.”
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Removed text topics: investigation, litigation, lawsuit, climate
“Finally, increasing attention to climate change risks has resulted in an increased possibility of government investigations or claims and additional private litigation against Occidental without regard to causation or its contribution to the asserted damage, which could increase its costs or otherwise adversely affect its businesses. …”
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Removed text topics: investigation, litigation
“Claims, litigation, government investigations and other proceedings may adversely affect Occidental’s businesses, consolidated financial position, results of operations and cash flows.”
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Full comparison: every changed paragraph (276)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Added

The following risk factors, as well as the other information included in this Form 10‑K, should be carefully considered. These risk factors are not exhaustive, and additional risks and uncertainties, whether known or unknown, or currently believed to be immaterial, may also adversely affect the Company. Additional risk factors may also be described in registration statements, prospectus supplements or other offering documents that the Company files in connection with the issuance of securities. Any of the risks, individually or in combination, could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows, reserves or the value of an investment in our securities. Although the risks are presented under separate headings, many are interrelated.

Reworded

Volatile global and local commodity pricing strongly affects Occidental’sthe Company’s results of operations.

Removed

Occidental’s financial results correlate closely to the prices it obtains for its products, particularly oil and, to a lesser extent, NGL, natural gas and chemical products.

Reworded

PricesThe Company’s financial results correlate closely to the prices it obtains for its products, particularly oil and, to a lesser extent, NGL and natural gas. With the completion of the OxyChem Transaction, the Company’s business is more exposed to fluctuations in the markets for oil, NGL and natural gas fluctuate widely.gas. Historically, the markets for oil, NGL and natural gas have been volatile and may continue to be volatile in the future. IfPrices the prices offor oil, NGL orand natural gas continuefluctuate to be volatile or decline, Occidental’s operations, financial condition, cash flows, level of expenditures and the quantity of estimated proved reserves that may be attributed to its properties may be materially and adversely affected.widely. Prices are determined by global and local market forces which are not in Occidental’sthe Company’s control. These factors include, among others:

Reworded

■Worldwide•Domestic and domesticinternational supplies of, and demand for, oil, NGL, natural gas and refined products;

Removed

■The cost of exploring for, developing, producing, refining and marketing oil, NGL, natural gas and refined products;

Removed

■Operational impacts such as production disruptions, technological advances and regional market conditions, including available transportation capacity and infrastructure constraints in producing areas;

Removed

■Changes in weather patterns and climate;

Removed

■The impacts of the members of OPEC and non-OPEC member-producing nations that may agree to and maintain production levels;

Removed

■The ongoing global impact of the Russia-Ukraine war and conflicts in the Middle East;

Removed

■The worldwide military and political environment, including uncertainty or instability resulting from an escalation or outbreak of armed hostilities or acts of terrorism in the United States or elsewhere;

Removed

■The price and availability of and demand for alternative and competing fuels and emissions reducing technology;

Removed

■Technological advances affecting energy consumption and supply;

Removed

■Government policies and support and market demand for low-carbon technologies;

Removed

■Domestic and international government regulations, tariffs and taxes, including those that restrict the import or export of hydrocarbons and other products and goods;

Removed

■Shareholder activism or activities by non-governmental organizations (NGOs) to restrict the exploration, development and production of oil, NGL and natural gas;

Removed

■Additional or increased nationalization and expropriation activities by international governments;

Removed

■The impact and uncertainty of world health events, including pandemics and epidemics;

Removed

■The effect of releases from or replenishment of the U.S. Strategic Petroleum Reserve;

Removed

■Volatility in commodity markets;

Removed

■The effect of energy conservation efforts; and

Reworded

■Global inventory levels and general•General economic conditions, including potentialdomestic or international economic slowdowns or recessions, domestically or internationally.recessions;

Removed

The long-term effects of these and other conditions on the prices of oil, NGL, natural gas and chemical products are uncertain and there can be no assurance that the demand or pricing for Occidental’s products will follow historic patterns in the near term. Prolonged or substantial decline, or sustained market uncertainty, in these commodity prices may have the following effects on Occidental’s businesses:

Removed

■Adversely affect Occidental’s financial condition, results of operations, liquidity, ability to reduce debt, access to and cost of capital, and ability to finance planned capital expenditures or planned acquisitions, pay dividends and repurchase shares;

Removed

■Reduce the amount of oil, NGL and natural gas that Occidental can produce economically;

Removed

■Cause Occidental to delay or postpone some of its capital projects;

Removed

■Reduce Occidental’s revenues, operating income or cash flows;

Removed

■Reduce the amounts of Occidental’s estimated proved oil, NGL and natural gas reserves;

Removed

■Reduce the carrying value of Occidental’s oil and natural gas properties due to recognizing impairments of proved properties, unproved properties and exploration assets;

Removed

■Reduce the standardized measure of discounted future net cash flows relating to oil, NGL and natural gas reserves; and ■Adversely affect the ability of Occidental’s partners to fund their working interest capital requirements.

Removed

Generally, Occidental’s historical practice has been to remain exposed to the market prices of commodities. As of December 31, 2024, there were no active commodity hedges in place. Management may choose to put hedges in place in the future for oil, NGL and natural gas commodities. Commodity price risk management activities may prevent Occidental from fully benefiting from price increases and may expose it to regulatory, counterparty credit and other risks.

Removed

The prices obtained for OxyChem’s products correlate to the strength of the United States and global economies, as well as chemical industry expansion and contraction cycles. OxyChem also depends on feedstocks and energy to produce chemicals, which are commodities subject to significant price fluctuations.

Removed

Anadarko’s Tronox settlement may not be deductible for income tax purposes; Occidental may be required to repay the tax refund Anadarko received in 2016 related to the deduction of the Tronox settlement payment, which may have a material adverse effect on Occidental’s results of operations, liquidity and financial condition.

Removed

In April 2014, Anadarko and Kerr-McGee entered into a settlement agreement for $5.2 billion, resolving, among other things, all claims that were or could have been asserted in connection with the May 2009 lawsuit filed by Tronox against Anadarko and Kerr-McGee in the U.S. Bankruptcy Court for the Southern District of New York. After the settlement became effective in January 2015, Anadarko paid $5.2 billion and deducted this payment on its 2015 federal income tax return. Due to the deduction, Anadarko had a net operating loss carryback for 2015, which resulted in a tentative tax refund of $881 million in 2016.

Removed

The IRS audited Anadarko’s tax position regarding the deductibility of the payment and in September 2018 issued a statutory notice of deficiency rejecting Anadarko’s refund claim. Anadarko disagreed and, in November 2018, filed a petition with the U.S. Tax Court to dispute the disallowance. Trial was held in May 2023. The parties filed post-trial briefs throughout 2023 and 2024. Closing arguments were held in May 2024. The Tax Court may issue an opinion at any time. If the Tax Court opines that all or a portion of the original $5.2 billion deduction is not deductible, a computation phase will commence where the parties will compute the tax amount to be included in the Tax Court’s decision. Once the parties submit their computation, the Tax Court judge will formally enter the decision reflecting the computed tax amount. To pursue an appeal of the Tax Court’s decision, any tax due as a result of the Tax Court’s decision must be fully bonded or paid within 90 days of the decision’s entry. If Anadarko does not pursue an appeal, the IRS will assess any resulting tax deficiency, including interest, and issue a notice demanding payment thereof.

Removed

In accordance with Accounting Standards Codification (ASC) Topic 740’s guidance on the accounting for uncertain tax positions, as of December 31, 2024, Occidental had recorded no tax benefit on the tentative cash tax refund of $881 million. Additionally, Occidental has recorded no tax benefit on approximately $500 million of additional cash tax benefits realized from the utilization of tax attributes generated as a result of the deduction of the $5.2 billion Tronox Adversary Proceeding settlement payment in 2015. If the payment is ultimately determined not to be deductible, Occidental would be required to repay the tentative refund received, plus other cash benefits received related to the $5.2 billion deduction, plus interest, which as of December 31, 2024 totaled approximately $2.1 billion and could have a material adverse effect on its liquidity and consolidated balance sheets. Occidental’s Consolidated Financial Statements include an uncertain tax position for the approximate repayment of $1.4 billion in federal and state taxes plus accrued interest of approximately $760 million. This amount is not covered by insurance. For additional information on income taxes, see Note 10 - Income Taxes in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

Removed

Occidental’s indebtedness may make it more vulnerable to economic downturns and adverse developments in its businesses. Downgrades in Occidental’s credit ratings or future increases in interest rates may negatively impact Occidental’s cost of capital and ability to access capital markets.

Removed

Occidental’s level of indebtedness, including indebtedness incurred in connection with the CrownRock Acquisition, could increase its vulnerability to adverse changes in general economic and industry conditions, economic downturns and adverse developments in its businesses or limit Occidental’s flexibility in planning for or reacting to changes in its businesses and the industries in which it operates. From time to time, Occidental has relied on access to capital markets for funding. Occidental’s ability to obtain additional financing or refinancing will be subject to a number of factors, including general economic and market conditions such as rising interest rates, inflation or unstable or illiquid market conditions, Occidental’s performance, investor sentiment, risks impacting financial institutions and the credit markets more broadly and Occidental’s ability to meet existing debt compliance requirements. Occidental’s ability to access credit and capital markets may be restricted at a time when it would like, or need, access to those markets, which could constrain its flexibility to react to changing economic and business conditions. If Occidental is unable to generate sufficient funds from its operations or complete planned divestitures on favorable terms or at all to satisfy its capital requirements, including its existing debt obligations, or to raise additional capital on acceptable terms, Occidental’s businesses, financial condition, results of operations, cash flows and/or stock price could be adversely affected. In addition, Occidental is regularly evaluated by the major rating agencies based on a number of factors, including its financial strength and conditions affecting the oil and gas industry generally. Occidental and other industry companies have had their ratings reduced in the past due to negative commodity price outlooks. These major rating agencies are now considering environmental, social and governance (ESG) attributes when assessing credit profiles. While these assessments have limited impact today, they have the potential to pressure credit ratings over time. Any downgrade in Occidental’s credit rating or announcement that its credit rating is under review for possible downgrade could increase the cost associated with any additional indebtedness Occidental incurs or limit or impair Occidental’s access to additional indebtedness, financial assurance, or other forms of liquidity. As of the date of this filing, Occidental’s long-term debt was rated BBB- by Fitch Ratings, Baa3 by Moody’s Investors Service and BB+ by Standard and Poor’s.

Removed

Disruptions in the political, regulatory, economic, and social environments of the countries in which Occidental operates could adversely affect its reputation, financial condition, results of operations and cash flows.

Removed

Occidental’s non-U.S. operations accounted for approximately 16% of its consolidated revenue in 2024, 16% in 2023 and 15% in 2022. Operations in non-U.S. countries with varying degrees of political, legal and economic stability expose Occidental to a wide range of developments that could result in contractual, legal or regulatory changes. Instability and unforeseen changes in any of the markets in which Occidental operates could result in business disruptions or operational challenges that may adversely affect the demand for Occidental’s products and services, or its reputation, financial condition, results of operations or cash flows. These factors include, but are not limited to, the following:

Removed

■ Uncertain or volatile political, social, and economic conditions;

Removed

■ Social unrest, acts of terrorism, war, or other armed conflict;

Removed

■ Public health crises and other catastrophic events, such as pandemics;

Removed

■ Confiscatory taxation or other adverse tax policies;

Removed

■ Trade regulation and tariffs;

Removed

■ Theft of, or lack of sufficient legal protection for, proprietary technology and other intellectual property;

Removed

■ Unexpected changes in legal and regulatory requirements, including changes in interpretation or enforcement of existing laws;

Removed

■ Restrictions on the repatriation of income or capital;

Removed

■ Currency exchange controls;

Removed

■ Inflation;

Removed

■ Currency exchange rate fluctuations and devaluations; and

Removed

■ Changes in usage of the U.S. dollar in global trade.

Removed

In addition, the U.S. government has the authority to prevent or restrict Occidental from doing business in foreign jurisdictions or with certain parties or to restrict the kind of business that may be conducted, including acquiring or divesting certain assets. These restrictions and similar restrictions imposed by foreign governments have in the past limited Occidental’s ability to operate in, or gain access to, opportunities in various jurisdictions. Changes in domestic and international policies and regulations may also restrict the Company’s ability to obtain or maintain licenses or permits necessary to operate in foreign jurisdictions, including those necessary for drilling and development of wells. Any of these actions could adversely affect its businesses or results of operations.

Removed

Government actions and political instability may adversely affect Occidental’s businesses and results of operations.

Removed

Occidental’s businesses are subject to, and may be adversely affected by, the actions and decisions of many federal, state, local and international governments and political interests. As a result, Occidental faces risks of:

Removed

■New or amended laws and regulations, or new or different applications or interpretations of, or reversal of, existing laws and regulations, including those related to drilling, manufacturing or production processes (including flaring and well stimulation techniques such as hydraulic fracturing and acidization), pipelines, labor and employment, taxes, royalty rates, permitted production rates, entitlements, import, export and use of raw materials, equipment or products, use or increased use of land, water and other natural resources, air emissions (including restrictions, taxes or fees on emissions of methane, CO2, or other substances), water recycling and disposal, waste minimization and disposal, public and occupational health and safety, the manufacturing of chemicals, asset integrity management, the marketing or export of commodities, security, environmental protection, and climate change-related and sustainability initiatives, all of which may restrict or prohibit activities of Occidental or its contractors or customers, increase Occidental’s costs or reduce demand for Occidental’s products;

Removed

■Violation of certain laws and regulations, and associated claims, litigation, investigations and other proceedings, which may result in strict or joint and several liability and the imposition of significant administrative, civil or criminal fines and penalties, monetary damages, and remedial actions or assessments, potentially requiring significant changes to, or even closure of, facilities or operations;

Removed

■Refusal of, or delay in, the extension or grant of exploration, development or production contracts or leases; and ■Development delays and cost overruns due to approval delays for, or denial of, drilling, construction, environmental and other regulatory approvals, permits and authorizations.

Removed

Examples of provisions of recent U.S. federal statutes and regulations that affect key aspects of taxation, land use and production or manufacturing operations and present the foregoing types of risks are described in this risk factor, and examples of those regarding climate change and GHG and other air emissions are described in a later risk factor. Regulatory efforts, both in the U.S. and internationally, are evolving, including the international alignment of such efforts, and Occidental cannot determine what final regulations will be enacted, modified, or reversed or what their ultimate impact on Occidental’s businesses will be.

Removed

In 2022, the IRA imposed new or reinstated corporate taxes and fees that could have an adverse effect on Occidental’s tax liability. The IRA enacted a new corporate alternative minimum tax (CAMT) that started in tax year 2023 and imposed a 15% minimum tax on the adjusted financial statement income (AFSI), net of the CAMT foreign tax credit, of corporations with average AFSI exceeding $1 billion for three preceding consecutive tax years. In 2024, the IRS issued proposed CAMT regulations with a public hearing held in January 2025. The IRA also imposed a 1% excise tax on the aggregate fair market value of corporate share repurchases, net of certain corporate share issuances and other adjustments, by certain corporations. In addition, the IRA provided significant policy support and incentives, including enhanced tax credits, for DAC, CCUS, hydrogen and other low-carbon projects, which may be subject to further administrative or congressional action. In January 2025, the Trump Administration issued an executive order that pauses the disbursement of funds appropriated under the IRA. Finally, the IRA expanded GHG emissions reporting requirements and imposed a new methane emissions charge on owners or operators of various U.S. oil and gas facilities, as described in a subsequent risk factor. For additional discussion of such matters, see Note 10 - Income Taxes in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

Showing the first 60 of 276 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

68new paragraphs
75removed paragraphs
139reworded paragraphs
17,840 → 16,952words in section

New heading “OXYCHEM TRANSACTION”

New heading “BUSINESS REVIEW”

New heading “BUSINESS REVIEW”

New heading “BUSINESS REVIEW”

New heading “DISCONTINUED OPERATIONS”

New heading “PURCHASED COMMODITIES AND MIDSTREAM COST OF SALES”

New heading “RECENT TAX LEGISLATION”

New heading “Continuing Operations”

New heading “Discontinued Operations”

New heading “Continuing Operations”

New heading “Discontinued Operations”

Removed heading “BASIC CHEMICALS”

Removed heading “BASIC CHEMICALS”

Removed heading “BUSINESS STRATEGY”

Removed heading “BUSINESS ENVIRONMENT”

Removed heading “POWER GENERATION FACILITIES”

Removed heading “INFLATION REDUCTION ACT AND PILLAR TWO”

Removed heading “PURCHASED COMMODITIES”

Removed heading “INTEREST AND DEBT EXPENSE, NET”

Removed heading “INCOME TAX EXPENSE”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: tariff, russia, ukraine, middle east

Paragraph as it now reads, with added and removed wording marked:

Actual outcomes or results may differ from anticipated results, sometimes materially. Forward-looking and other statements regarding Occidental'sthe Company’s sustainability efforts and aspirations are not an indication that these statements are necessarily material to investors or require disclosure in Occidental'sOccidental’s filings with the SEC. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and definitions, assumptions, data sources and estimates or measurements that are subject to change in the future, including through rulemaking or guidance. Factors that could cause results to differ from those projected or assumed in any forward-looking statement include, but are not limited to: general economic conditions, including slowdowns and recessions, domestically or internationally; Occidental’sthe Company’s indebtedness and other payment obligations, including the need to generate sufficient cash flows to fund operations; Occidental’sthe Company’s ability to successfully monetize select assets and repay or refinance debt and the impact of changes in Occidental’sthe Company’s credit ratings or future increases in interest rates; assumptions about energy markets; global and local commodity and commodity-futures pricing fluctuations and volatility; supply and demand considerations for, and the prices of, Occidental’sthe Company’s products and services; actions by OPEC and non-OPEC oil producing countries; results from operations and competitive conditions; future impairments of Occidental'sthe Company’s proved and unproved oil and gas properties or equity investments, or write-downs of productive assets, causing charges to earnings; unexpected changes in costs; government actions (including the effects of announced or future tariff increases and other geopolitical, trade, tariff, fiscal and regulatory uncertainties), war (including the Russia-Ukraine war and conflicts in the Middle East) and political conditions and events (such as in Latin America); inflation, its impact on markets and economic activity and related monetary policy actions by governments in response to inflation; availability of capital resources, levels of capital expenditures and contractual obligations; the regulatory approval environment, including Occidental'sthe Company’s ability to timely obtain or maintain permits or other government approvals, including those necessary for drilling and/or development projects; Occidental'sthe Company’s ability to successfully complete, or any material delay of, field developments, expansion projects, capital expenditures, efficiency projects, acquisitions or divestitures; risks associated with acquisitions, mergers and joint ventures, such as difficulties integrating businesses, uncertainty associated with financial projections or projected synergies, restructuring, increased costs and adverse tax consequences; uncertainties and liabilities associated with acquired and divested properties and businessesbusinesses, including retained liabilities and indemnification obligations associated with the chemical business; uncertainties about the estimated quantities of oil, NGL and natural gas reserves; lower-than-expected production from development projects or acquisitions; Occidental’sthe Company’s ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes and improve Occidental’sthe Company’s competitiveness; exploration, drilling and other operational risks; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver Occidental’sthe Company’s oil and natural gas and other processing and transportation considerations; volatility in the securities, capital or credit markets, including capital market disruptions and instability of financial institutions; government actions (including geopolitical, trade, tariff and regulatory uncertainties), war (including the Russia-Ukraine war and conflicts in the Middle East) and political conditions and events; HSE risks, costs and liability under existing or future federal, regional, state, provincial, tribal, local and international HSE laws, regulations and litigation (including related to climate change or remedial actions or assessments); legislative or regulatory changes, including changes relating to hydraulic fracturing or other oil and natural gas operations, retroactive royalty or production tax regimesregimes, and deep-water and onshore drilling and permitting regulations; Occidental'sthe Company’s ability to recognize intended benefits from its business strategies and initiatives, such as Occidental'sthe OxyChem Transaction, the Company’s low-carbon ventures businesses orand announced GHG emissions reduction targets or net-zero goals; changes in government grant or loan programs; potential liability resulting from pending or future litigation, government investigations and other proceedings; disruption or interruption of production or manufacturing or facility damage due to accidents, chemical releases, labor unrest, weather, power outages, natural disasters, cyber-attacks, terrorist acts or insurgent activity; the scope and duration of global or regional health pandemics or epidemics,epidemics and actions taken by government authorities and other third parties in connection therewith; the creditworthiness and performance of Occidental'sthe Company’s counterparties, including financial institutions, operating partners and other parties; failure of risk management; Occidental’sthe Company’s ability to retain and hire key personnel; supply, transportation and labor constraints; reorganization or restructuring of Occidental’sthe Company’s operations; changes in state, federal or international tax ratesrates, deductions, incentives or credits; and actions by third parties that are beyond Occidental'sthe Company’s control.
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New text topics: litigation, tariff, inflation
“The Company’s costs are influenced by inflationary trends, market conditions, the availability and cost of oilfield services, electricity, and CO₂, and other operational expenditures. In April 2025, a U.S. tariff policy was announced that imposed a 10% base tariff rate on most imports, with higher rates applied to certain countries. Since then, the U.S. has negotiated trade deals, and certain tariff rates have been adjusted or paused amid ongoing litigation. These tariffs may increase the Company’s supplier costs and affect demand and prices for its products. …”
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Removed text topics: tariff, china, inflation
“Industry performance will depend on the health of the global economy. Lingering inflationary impacts will continue to impact the domestic housing and construction sectors during 2025, while overall global demand will be impacted by the rate of China’s economic recovery. Product margins will depend on the resulting supply and demand balances and the regionally comparative level of energy costs. Potential tariffs could have an impact on global trade flow, particularly on PVC. Approximately $0.9 billion of Occidental’s worldwide capital budget is expected to be allocated to OxyChem in 2025.”
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Removed text topics: lawsuit, impairment
“Asset impairments and other charges in 2024, included $925 million Passaic reserve adjustment as well as a pre-tax impairment of $334 million related to certain wells in the Gulf of America whose future net cash inflows did not indicate that the asset value is recoverable. See Note 13 - Lawsuits, Claims, Commitments and Contingencies in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K for additional information. …”
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Removed text topics: inflation
“INFLATION REDUCTION ACT AND PILLAR TWO”
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New text
“PURCHASED COMMODITIES AND MIDSTREAM COST OF SALES”
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Full comparison: every changed paragraph (282)

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Added

The Company’s financial results are significantly influenced by oil prices, and to a lesser extent, NGL and natural gas prices, and commodity market differentials. Oil prices have been and are expected to remain volatile due to shifts in energy supply and demand, ongoing geopolitical factors and OPEC supply actions. In 2025, compared to 2024, the average annual WTI price per barrel decreased to $64.81 from $75.72, and the average annual Brent price per barrel decreased to $68.18 from $79.79.

Added

The Company’s costs are influenced by inflationary trends, market conditions, the availability and cost of oilfield services, electricity, and CO₂, and other operational expenditures. In April 2025, a U.S. tariff policy was announced that imposed a 10% base tariff rate on most imports, with higher rates applied to certain countries. Since then, the U.S. has negotiated trade deals, and certain tariff rates have been adjusted or paused amid ongoing litigation. These tariffs may increase the Company’s supplier costs and affect demand and prices for its products. The Company works to manage inflation impacts by capitalizing on operational efficiencies, locking in pricing on longer-term contracts and working closely with vendors to secure the supply of critical materials. Seasonality is not a primary driver of changes in the Company’s consolidated quarterly earnings.

Removed

Occidental’s operations, financial condition, cash flows and levels of expenditures are highly dependent on oil prices and, to a lesser extent, NGL and natural gas prices, Midland-to-Gulf-Coast oil spreads, chemical product prices and inflationary pressures in the macro-economic environment. In 2024, compared to 2023, the average annual WTI price per barrel decreased to $75.72 from $77.64, and the average annual Brent price per barrel decreased to $79.79 from $82.25. It is expected that the price of oil will be volatile for the foreseeable future given the current geopolitical risks, impact of the evolving macro-economic environment on energy demand, future actions by OPEC and non-OPEC oil producing countries, geopolitical risks, and the U.S. Government's management of the U.S. Strategic Petroleum Reserve. Seasonality is not a primary driver of changes in Occidental's consolidated quarterly earnings.

Removed

Occidental works to manage inflation impacts by capitalizing on operational efficiencies, locking in pricing on longer term contracts and working closely with vendors to secure the supply of critical materials. As of December 31, 2024, approximately 89% of Occidental's outstanding debt was fixed rate.

Reworded

OccidentalThe Company is focused on delivering a unique shareholder value proposition with its portfolio of oil and gas, chemicalsgas and midstream and marketing assetsassets, as well as its ongoing development of carbon management and storage solutions and GHG emissions reduction efforts. OccidentalThe Company conducts its operations with a priority on HSE, sustainability and social responsibility. In order to maximize shareholder returns, Occidentalthe Company will:

Reworded

■ Deliver a sustainable and growing dividend;

Added

■Prioritize excess cash flow and proceeds from divestitures, including the OxyChem Transaction, for deleveraging until principal debt is approximately $14.3 billion, after which available cash will be allocated to opportunistic share repurchases and/or further net debt reduction;

Reworded

■ Enhance its asset base and reserves with investments in its cash-generative oil and gas business; and chemical■Advance businesses;integrated technologies in CO2, power and midstream to enable differentiated resource recovery and value.

Added

OXYCHEM TRANSACTION

Added

In October 2025, the Company announced entry into a purchase and sale agreement with Berkshire Hathaway to sell all of the issued and outstanding equity interests in OxyChem in an all-cash transaction for $9.7 billion. The sale was completed on January 2, 2026, resulting in an estimated gain of $3.2 billion, net of taxes and subject to post-closing adjustments. As a result, OxyChem’s results of operations, cash flows and the related retained liabilities and indemnification obligations are reported as discontinued operations in the Company’s Consolidated Statements of Operations and Cash Flows for all periods presented, with its assets and liabilities reclassified as held for sale in the Company’s Consolidated Balance Sheets.

Added

An Occidental subsidiary, Environmental Resource Holdings, LLC (ERH), has retained legacy tort claims and environmental liabilities primarily associated with historical operations outside of the footprint of the operating facilities that were sold. Glenn Springs Holdings, Inc. will continue to manage the remedial activities at environmental sites on behalf of ERH. The Company expects to expend funds for remediation over many years based on the approved workplans.

Removed

■ Advance technologies and decarbonization solutions to develop a sustainable low-carbon business; and ■ Prioritize excess cash flow and the proceeds from asset divestitures for deleveraging until principal debt is below $15 billion.

Reworded

In 2024,2025, Occidentalthe Company invested $7.0$5.6 billion in high-return oil and gas assets to generate long-term free cash flow throughout the commodity cycle. In addition,the Occidentalmidstream completedand itsmarketing $12.4segment, the Company invested $0.7 billion acquisitionbefore ofcontributions CrownRock.from Innoncontrolling 2025,interest, Occidentalprimarily intendsrelated to complete the full integration of CrownRock assets, personnel and systems, as well as make progress towards the completion of asset divestitures announced in conjunction with the CrownRock Acquisition.STRATOS.

Added

In 2025, the Company used proceeds from divestitures and cash on hand to repay approximately $4.0 billion of debt. Subsequent to December 31, 2025, but before the date of this filing, the Company used proceeds from the OxyChem Transaction to pay or satisfy and discharge an additional $5.4 billion of debt.

Reworded

As of Decemberthe 31,date 2024,of this filing, the principal debt outstanding was $24.4approximately $15 billion, of which $1.0$24 billionmillion is due in in 2025, $4.1 billion in 2026, $1.5$48 billionmillion in 2027, $0.9$14 billionmillion in 2028, $367 million in 2029 and $16.9$14.6 billion due in 20292030 and thereafter.

Added

For detailed information on the Company’s debt activity, see Note 5 - Long-Term Debt in the notes to the Consolidated Condensed Financial Statements in Part II, Item 8 of this Form 10-K.

Removed

In connection with the CrownRock Acquisition, Occidental issued $9.7 billion in new debt in July 2024 and assumed $1.2 billion of existing CrownRock debt in August 2024. Occidental's credit ratings were reaffirmed by credit agencies concurrent with issuance of new debt. In 2024, Occidental used proceeds from divestitures and cash on hand to repay $4.5 billion of debt, which included the satisfaction and discharge of the 5.000% senior notes due 2029 that were assumed with the CrownRock Acquisition. For information on Occidental's debt activity, see Note 6 - Long-Term Debt in the notes to the Consolidated Condensed Financial Statements in Part II, Item 8 of this Form 10-K for additional information.

Reworded

Capital is returned to shareholders through Occidental’sthe Company’s dividend and share repurchases. In 2024,2025, Occidentalthe Company declared dividends to common shareholders of $814$945 million, or $0.88$0.96 per share. As of December 31, 2024,2025, $1.2 billion remained of Occidental’sthe Company’s $3.0 billion share repurchase program, which the Board authorized in February 2023. FollowingAfter using the CrownRockproceeds Acquisition,from Occidental’sthe OxyChem Transaction to reduce the principal of outstanding debt to approximately $15 billion, the Company’s shareholder return priorities are to continue to provide a sustainable and growing dividend and further reduce the principal ofdebt outstandingto approximately $14.3 billion. Available cash will be allocated, as appropriate, to opportunistic share repurchases and/or further debt below $15 billion, before resuming share repurchases.reduction.

Reworded

Occidental’sThe Company’s sustainability strategy is organized around four pillars: principles of governance, people, planet, and prosperity. OccidentalThe Company integrates these sustainability pillars into our strategic planning and investment decision-making processes.

Reworded

In 2020, Occidentalthe Company was the first U.S. oil and gas company to announce goals to achieve net-zero GHG emissions for its total emissions inventory including use of sold products. These goals include achieving net-zero GHG emissions (i) from its operations and energy use before 2040, with an ambition to do so before 2035, and (ii) from its total carbon inventory, including the use of its sold products, with an ambition to do so before 2050. In 2020, Occidentalthe Company also set various interim targets, including 2025 carbon and methane intensity targets, and Occidentalthe Company was the first U.S. oil and gas company to endorse the World Bank’s initiative for zero routine flaring by 2030. In 2022, the Board of Directors adopted Occidental’sthe Company’s updated HSE and Sustainability Principles, based on engagement with shareholders, employees and other stakeholders. The HSE and Sustainability Principles reinforce the alignment among Occidental’sthe Company’s core values, goals and strategies, underpin its Operating Management System, and help to guide the workforce across its businesses.operations. In 2023, Oxythe Company was an original signatory to the Oil and Gas Decarbonization Charter, committed funding to the World Bank’s Global Flaring and Methane Reduction Partnership, and established a new, medium-term 2030 methane intensity target. In 2025, the Company established a new, medium-term 2030 CO2 equivalent intensity target.

Reworded

OccidentalThe Company seeks to meet its sustainability and environmental goals throughby implementing practices and technologies to reduce operational emissions coupled with its development and commercialization of technologies that lower both GHG emissions from industrial processes and existing atmospheric concentrations of CO2. OccidentalThe Company believes that carbon removal technologies, including DAC and CCUS, can, with incentives necessary for their development and deployment, provide essential CO2 reductions to assist the world’s transition to a lesslower carbon-intensive economy. Through fiscal year2024, 2023,the OccidentalCompany reduced estimated methane emissions by approximately 65%78.6% from 2019 and 16%40% from 2022,2023, along with a 20%28.7% reduction in CO2 equivalent emissions since 2019. The following actions helped Occidentalthe Company advance its low-carbon business strategy in 20242025:

Added

■Completed construction of STRATOS central processing facilities and obtained Class VI permits to sequester CO2, with operations expected to begin in 2026.

Added

■Actively progressed its sequestration hub plans, with five sequestration hubs in various stages of development primarily in the Permian Basin and across the Texas and Louisiana Gulf Coast; and ■Implemented emissions reduction projects involving hundreds of facilities and wells and thousands of pieces of equipment across its oil and gas operations.

Removed

■STRATOS construction is progressing on schedule, with commissioning and start-up of operations expected in mid-2025;

Removed

■Actively progressed its sequestration hub plans, including drilling stratigraphic data wells at multiple sequestration hub site locations, submitting 21 cumulative Class VI CO2 injection well permit applications across its five proposed hub sites by year-end 2024, and signing award contracts in 2024 with the DOE for two of Occidental’s sequestration hubs that were awarded grants under the DOE’s Carbon Storage Assurance Facility Enterprise Initiative in 2023; and ■Achieved a global 80% reduction in routine flaring of gas in 2024 from its 2020 baseline through a rich gas injection project that recovers flared gas for injection for enhanced oil production and commissioning additional compression in Oman in 2024 while U.S. oil and gas operations sustained zero routine flaring.

Reworded

The future costs associated with emissions reduction, carbon removal and CCUS to meet Occidental’sthe Company’s long-term net-zero GHG goals may be substantial and the execution of its plans and net-zero pathway depends on securing third-party capital investments. As reflected by the joint venture with BlackRock, Occidentalthe Company is pursuing multiple avenues to fund these projects including project financing, long-term carbon removal or CCUS agreements, and identifying business opportunities with stakeholders in carbon-intensive industries.

Reworded

OccidentalThe Company seeks to meet its strategic goals by continually measuring its success against key performance indicators that drive total stockholder return. In addition to efficient capital allocation and deployment discussed below in the section titled “Oil and Gas Segment - Business StrategyStrategy,”, Occidentalthe Company believes its most significant performance indicators are:

Reworded

■Total spend per barrel - In 2025,2026, Occidentalthe Company will continue toour focusemphasis on controlling total costs from a per-barrel perspective. Total spend per barrel is the sum of capital spending, general and administrative expenses, other operating and non-operating expenses and oil and gas lease operating costs divided by global oil, NGL and natural gas sales volumes.

Reworded

■Daily production - Occidentalthe Company seeks to maximize field operability and minimize production down-time.

Added

■FCF - FCF is calculated as the cash flows from operating activities, before changes in working capital, less the Company’s capital expenditures, net of contributions from noncontrolling interests.

Reworded

■CreditFinancial ratingLeverage- -Reduce Improve financial leveragedebt to aachieve levelmetrics wellconsistent withinwith an investment grade credit metrics.rating.

Reworded

■Specific interim emissions reduction and emissions intensityInterim targets to advance the goal of net-zero operational and energy use emissions before 2040, with an ambition to achieve before 2035.

Reworded

Occidental’sThe Company’s oil and gas segment focuses on long-term value creation in the key performance indicators noted above of total spend per barrel, field operability, daily production, and leadership through our HSE and sustainability initiatives. In each core operating area, Occidental’sthe Company’s operations benefit from scale, technical expertise, decades of high-margin inventory, HSE leadership and commercial and governmental collaboration. These attributes allow Occidentalthe Company to bring additional production quickly to market, extend the life of oldermature fields at lower costs and providepursue low-cost returns-driven growth opportunities with advanced technology.

Reworded

OccidentalThe Company is one of the largest U.S. producers of liquids, which includes oil and NGL, enabling it to maximize cash margins on a per barrel basis. The advantagesCompany’s thatrobust Occidental’sportfolio, portfolio provides, coupledcombined with its advancedour subsurface characterization expertise and the proven ability to execute, positionsupport itlong-term forvalue creation and full-cycle success in the years ahead.success. The oil and gas segment maximizesstrives to maximize efficiencies to deliver lower breakeven costs andcosts, generate excess free cash flow and also strives to achievemaintain low development and operating costs to— maximizethereby enhancing the full-cycle value of theits assets.

Reworded

The oil and gas segment implements Occidental’sthe Company’s strategy primarily by:

Reworded

■Operating and developing areas where reserves are known to exist and optimizing capital intensity in core areas, primarily in the Permian Basin, DJ Basin,Rockies, Gulf of America, Algeria, Oman, Qatar and theour UAEinternational locations;

Reworded

■Maintaining a disciplined and prudent approach to capital expenditures with a focus on high-return, short and mid-cycle, cash-flow-generating opportunities and an emphasis on creating value and further enhancing Occidental’sthe Company’s existing positions;

Reworded

■FocusingApplying Occidental’sthe Company’s subsurface characterization and technical activitiesexpertise onto both conventional and unconventional resources;

Reworded

■Using secondary and tertiary recovery techniques in mature fields and leveraging the Company’s EOR position, experience and infrastructure to extend U.S. unconventional resources; and ■Focusing on cost-reduction efficiencies and innovative technologies to reduce carbon emissions.

Reworded

In 2024,2025, oil and gas capital expenditures, including exploration, were approximately $5.3$5.6 billion and primarily focused on Occidental’sthe Company’s assets in the Permian Basin, DJ Basin, Gulf of America and Oman. In 2025, Occidental plans to spend $5.8 billion to $6.0 billion to develop its oil and gas assets.

Removed

In August 2024, Occidental acquired CrownRock for total consideration of $12.4 billion, consisting of $9.4 billion of cash consideration (inclusive of certain working capital and other customary purchase price adjustments), 29.6 million shares of common stock of Occidental, and the assumption of $1.2 billion of existing debt of CrownRock, adding to Occidental's oil and gas portfolio in the Permian Basin.

Reworded

The following table presents Occidental’sthe Company’s average realized prices for continuing operations as a percentage of WTI, Brent and NYMEX for 20242025 and 20232024:

Added

BUSINESS REVIEW

Reworded

OccidentalThe Company conducts its domestic operations through land leases, subsurface mineral rights it owns, or a combination of both. Occidental’sThe Company’s domestic oil and gas leases have a primary term ranging from one to 10 years, which is extended through the end of production once it commences. OccidentalThe Company has leasehold and mineral interests in 9.38.9 million net acres, of which approximately 51% is leased, 48% is owned subsurface mineral rights and 1% is owned land with mineral rights. Approximately $5.0 billion of Occidental’s worldwide capital budget is expected to be allocated to its domestic oil and gas operations in 2025.

Reworded

The Permian Basin extends throughout West Texas and Southeast New Mexico and is one of the largest and most active oil basins in the United States, accounting for more than 47%49% of total United States oil production in 2024.2025. OccidentalIn had2025, the Company sustained a leading position in the Permian Basin, and producedproducing approximately 10% of the total oil in the basinbasin. inThe 2024.Company’s In 2024, Occidental’s2025 production in the Permian Basin was 664786 Mboe/d. In 2024,2025, Occidentalthe spentCompany invested approximately $2.7$3.4 billion of development capital in the Permian Basin, of which 88% was spent on Permian Resources assets.Basin.

Reworded

OccidentalThe Company manages its Permian Basin operations through two businesses: Permian Resources, which includes unconventional opportunities, and Permian EOR, which utilizes secondary and tertiary recovery techniques. By exploiting the natural synergies between Permian Resources and Permian EOR, Occidentalthe Company is able to deliver unique short- and long-term advantages, efficiencies and expertise across its Permian Basin operations.

Reworded

The Permian Resources business is focused on developing and producing unconventional reservoir targets using horizontal drilling technology. The development programs are designed to create long-term value from primary development by maximizing the recovery of oil, utilizing sustainable practices and providing strong financial returns. OccidentalIn strengthened its oil and gas portfolio through the acquisition of CrownRock’s well-positioned assets in the Permian Basin. Occidental’s unconventional oil and gas operations in2025, Permian Resources include approximately 1.5 million net acres. In 2024, Occidental’s activities were focused in theprioritized core development areasareas, with emphasisfocusing on maintaining the industry leadingindustry-leading capital intensity through optimized surface infrastructure and customized well designs. Permian Resources has 1.5 million net acres. In 2024,2025, Permian Resources produced from approximately 6,1006,300 gross wells and added 356390 MMboe to Occidental’sthe Company’s proved reserves through infill development projects and extensions of proved areas.

Removed

The Permian Basin’s concentration of large conventional reservoirs, strong CO2 flooding performance and the expansive CO2 transportation and processing infrastructure has resulted in decades of high-value enhanced oil production.

Reworded

The Permian Basin’s concentration of large conventional reservoirs, strong CO2 flooding performance and the expansive CO2 transportation and processing infrastructure has resulted in decades of high-value enhanced oil production. With 3334 active CO2 floods and over 50 years of experience, Permian EOR is the industry leader in Permian Basin CO2 flooding, which can increase ultimate oil recovery by 10% to 25%. Technology improvements, such as the recent trend toward vertical expansion of the CO2 flooded interval into residual oil zone targets, continue to yield more recovery from existing projects. Significant opportunities also remain to gain additional recovery by expanding Occidental’sthe Company’s existing CO2 projects into new portions of reservoirs that have only been waterflooded. Permian EOR has 1.4 million net acres with a large inventory of future CO2 projects, which could be developed over the next 20 years or accelerated, depending on market conditions. Permian EOR produced from approximately 12,60011,900 gross wells in 2024.2025.

Reworded

In 2024,2025, Occidentalthe Company produced 310284 Mboe/d and spent developmentinvested capital of approximately $0.8 billion in the Rockies and Other Domestic locations. Production in the DJ Basin is derived from approximately 3,7003,500 gross wells primarily focused in the Niobrara and Codell formations. The DJ Basin, including the North DJ Basin,Basin comprises approximately 0.60.5 million total net acres and provides competitive economics, low breakeven costs and free cash flow generation through Occidental’sthe Company’s contiguous acreage position and royalty uplift.

Reworded

Operations in the DJ Basin are subject to regulations that impose siting requirements, or “setback,” on certain oil and gas drilling locations based on the distance of a proposed well pad to occupied structures. OccidentalThe Company has a dedicated stakeholder relations team that conducts regulatory and community outreach with respect to its permit applications and operations in Colorado with a focus on building trust and fostering open communication with those who live and work near its operations. OccidentalThe Company has established a steady cadence of permit approvals from various agencies, local governments and the ECMC through robust community outreach, protective site selection, thoughtful facility design and planning, and best-in-class measures to mitigate potential impacts from operations. In 2024,2025, Occidentalthe Company submitted Oil and Gas Development Plans comprising approximately 200100 wells to the ECMC. As of December 31, 2024,2025, Occidentalthe Company has permits for over 90% of the 20252026 drilling schedule and over 70%45% of the 20262027 drilling schedule with the remaining percentage of activity largely submitted and pending approval.regulatory Occidentalapproval or scheduled for submission in 2026. The Company continues to gain efficiencies in the permitting process and will continue to look for additional opportunities to do so in the future.

Reworded

OccidentalThe Company has interests in approximately 0.10.2 million net acres in the Powder River Basin, mainly located in Converse County and Campbell County, Wyoming. The fieldPowder River Basin contains the Turner, Niobrara, MowryMowry, Parkman, and ParkmanTeapot formations that hold both liquids and natural gas.gas and produces from 139 gross wells.

Reworded

OccidentalThe Company holds approximately 4.64.5 million net acres in other domestic locations, which consist of acreage and fee minerals outside of Occidental’sthe Company’s core operated areas including parts of Arkansas, Colorado, Louisiana, Texas, West Virginia and Wyoming.

Reworded

The Gulf of America accounts for more than 14% of total United States oil production. OccidentalCompany is the fourth-largest oil and gas producer in the deepwaterdeep-water Gulf of America, operating 8 strategically located deepwaterdeep-water floating platforms and producing from 1614 active fields while owning a working interest in approximately 300230 blocks, covering approximately 1.10.8 million net acres.

Reworded

In 2024,2025, Occidental’sthe Company’s Gulf of America production was 125132 Mboe/d from 8296 gross wells. Occidental’sThe Company’s focused production management processes and artificial liftdevelopment projects successfullyresulted reducedin reservoirincreased declinesproduction forfrom athe consecutive fifthprior year. Operational efficiency focus continued in 2024,2025, with Production Operations and Asset Integrity teams continuing to achieveachieving world class highest platform operating efficiencies, with major equipment uptimes of over 98%. Multiple platform seasonal shut-ins were planned and executed safely, resulting in an 80% reduction in the number of annual planned shut-in days compared to 2019.99%.

Reworded

Occidental’sThe Company’s Gulf of America assets continued to be among the lowest carbon emissions operations in the industry with zero routine flaring and zero cold venting.

Reworded

OccidentalThe Company invested $0.7$0.5 billion of development capital in 20242025 with a continued strategy of low risk, infill drilling opportunities and accelerated project delivery at its Horn Mountain, Lucius,Constitution and Marco PoloLucius facilities. Drilling and well service activitiesprojects were rampedimplemented up usingutilizing two floating drill ships and several service rigs. During 2024,2025, all necessary regulatory permits for new wells and existing operations were obtained timely without any operational delays. Occidental was further awarded 45 new leases from the BOEM’s Lease Sale 261.

Added

As part of its Gulf of America 2.0 program (GOA 2.0), the Company successfully implemented several state-of-the-art artificial lift projects, including down-hole gas-lift and caisson electric submersible pumps at its Horn Mountain platform in 2025, delivering some of the highest margin production in the Company’s portfolio. In addition, the Company’s asset development and facilities teams began implementation of several GOA 2.0 growth projects to significantly increase recovery from the Company’s existing producing oil and gas reservoirs with the first water injection at Marlin planned to be on stream in Summer 2026 and at Horn Mountain in 2027. Several major secondary recovery uplift projects and new horizontal/extended reach well opportunities will continue implementation in 2026 onwards.

Removed

Occidental’s Asset Development teams made significant progress in developing new plans to significantly expand the recovery from Occidental’s producing oil and gas reservoirs. Several major secondary recovery uplift projects, as well as new horizontal/extended reach well opportunities, will be ready to begin implementation in 2025 onwards.

Reworded

OccidentalThe isCompany’s also implementing several state-of-the-art artificial lift projects, including down-hole gas-lift and caisson electric submersible pumps at its Horn Mountain platform. These projects are expected to deliver someGulf of theAmerica highestoperations margin production in Occidental’s portfolio coming online beginning in the third quarter of 2025. Occidental plans towill conduct both development and exploration activities in 20252026 using two floating drill ships and several other well service vessels and will continue to optimizedevelop and expand its extensive portfolio of lease working interests.interests through its GOA 2.0 program.

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Comparing 10-Q filed 2026-08-05 (period ending 2026-06-30) with 10-Q filed 2026-05-05 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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There have been no material changes to the risk factors included under Part I, Item 1A of the 2025 Form 10-K.

No wording changes found in this section.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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“Income from equity investments and other increased to $136 million for the three months ended March 31, 2026, compared to a loss of $179 million for the three months ended December 31, 2025, primarily due to the $401 million impairment loss on the investment in NET Power recorded during the three months ended December 31, 2025.”
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Average daily sales volumes increased for the threesix months ended MarchJune 31,30, 2026, compared towith the same period in 2025, primarily relateddue to andevelopment increase in developmentactivity and new wells coming online in the Permian asand wellthe aseffect in 2025 of a third-party pipeline disruption affecting the Company's Gulf of America operationsoperations. These increases were partially offset by lower international sales volumes associated with disruptions resulting from conflict in 2025.the Middle East.
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Reworded

Actual outcomes or results may differ from anticipated results, sometimes materially. Forward-looking and other statements regarding the Company's sustainability efforts and aspirations are not an indication that these statements are necessarily material to investors or require disclosure in the Company's filings with the SEC. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and definitions, assumptions, data sources and estimates or measurements that are subject to change in the future, including through rulemaking or guidance. Factors that could cause results to differ from those projected or assumed in any forward-looking statement include, but are not limited to: general economic conditions, including slowdowns and recessions, domestically or internationally; the Company’sCompany's indebtedness and other payment obligations, including the need to generate sufficient cash flows to fund operations; the Company’sCompany's ability to successfully monetize select assets and repay or refinance debt and the impact of changes in the Company’sCompany's credit ratings or future increases in interest rates; assumptions about energy markets; global and local commodity and commodity-futures pricing fluctuations and volatility; supply and demand considerations for, and the prices of, the Company’sCompany's products and services; actions by OPEC and non-OPEC oil producing countries; results from operations and competitive conditions; future impairments of the Company’sCompany's proved and unproved oil and gas properties or equity investments, or write-downs of productive assets, causing charges to earnings; unexpected changes in costs; government actions (including the effects of announced or future tariff increases and other geopolitical, trade, tariff, fiscal and regulatory uncertainties), war (including the Russia-Ukraine war and conflicts in the Middle East) and political conditions and events (such as in Latin America); inflation, its impact on markets and economic activity and related monetary policy actions by governments in response to inflation; availability of capital resources, levels of capital expenditures and contractual obligations; the regulatory approval environment, including the Company’sCompany's ability to timely obtain or maintain permits or other government approvals, including those necessary for drilling and/or development projects; the Company’sCompany's ability to successfully complete, or any material delay of, field developments, expansion projects, capital expenditures, efficiency projects, acquisitions or divestitures; risks associated with acquisitions, mergers and joint ventures, such as difficulties integrating businesses, uncertainty associated with financial projections or projected synergies, restructuring, increased costs and adverse tax consequences; uncertainties and liabilities associated with acquired and divested properties and businesses, including retained liabilities and indemnification obligations associated with the chemical business; uncertainties about the estimated quantities of oil, NGL and natural gas reserves; lower-than-expected production from development projects or acquisitions; the Company’sCompany's ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes and improve the Company’sCompany's competitiveness; exploration, drilling and other operational risks; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver the Company’sCompany's oil and natural gas and other processing and transportation considerations; volatility in the securities, capital or credit markets, including capital market disruptions and instability of financial institutions; HSE risks, costs and liability under existing or future federal, regional, state, provincial, tribal, local and international HSE laws, regulations and litigation (including related to climate change or remedial actions or assessments); legislative or regulatory changes, including changes relating to hydraulic fracturing or other oil and natural gas operations, retroactive royalty or production tax regimes, and deep-water and onshore drilling and permitting regulations; the Company’sCompany's ability to recognize intended benefits from its business strategies and initiatives, such as the OxyChem Transaction, the Company’sCompany's low-carbon ventures businesses and announced GHG emissions reduction targets or net-zero goals; changes in government grant or loan programs; potential liability resulting from pending or future litigation, government investigations and other proceedings; disruption or interruption of production or facility damage due to accidents, chemical releases, labor unrest, weather, power outages, natural disasters, cyber-attacks, terrorist acts or insurgent activity; the scope and duration of global or regional health pandemics or epidemics and actions taken by government authorities and other third parties in connection therewith; the creditworthiness and performance of the Company’sCompany's counterparties, including financial institutions, operating partners and other parties; failure of risk management; the Company’sCompany's ability to retain and hire key personnel; supply, transportation and labor constraints; reorganization or restructuring of the Company’sCompany's operations; changes in state, federal or international tax rates, deductions, incentives or credits; and actions by third parties that are beyond the Company’sCompany's control.

Reworded

The Company's financial results are significantly influenced by crude oil prices and, to a lesser extent, NGL and natural gas prices and commodity market differentials. The average WTI price per barrel for the three months ended March 31, 2026 was $71.93, compared to $59.14$92.79 for the three months ended DecemberJune 31,30, 20252026, andcompared $71.42with $71.93 for the three months ended March 31, 2026. The average WTI price per barrel was $82.36 for the six months ended June 30, 2026, compared with $67.58 for the six months ended June 30, 2025.

Reworded

Changes in oilcommodity prices couldmay result in adjustments toaffect the Company's capital investmentallocation levelsdecisions, including the level and allocation,timing of investments, which maycould inaffect turn impactfuture production volumes. Oil prices are expected to remain volatile due to a numbervariety of factors, including heightened geopolitical risk, the evolvingdevelopments, macroeconomic environmentconditions and itstheir effectsimpact on global energy demand, future actions by OPEC and non-OPEC oil-producingproducing nations,countries, and ongoing shiftschanges in U.S. trade policy.

Added

Commodity prices during the second quarter benefited in part from risk premiums associated with the conflict involving Iran and resulting disruptions to regional energy markets and trade flows. Although shipping activity through the Strait of Hormuz improved during portions of the quarter following diplomatic efforts, recent developments have underscored the continued fragility of those conditions. Ongoing geopolitical uncertainty, potential disruptions to maritime transportation and energy infrastructure, and evolving governmental responses could continue to influence commodity prices and contribute to market volatility. The duration, scope and ultimate outcome of the conflict remain uncertain and could continue to affect energy markets, global economic conditions and commodity prices.

Removed

The ongoing conflict with Iran has significantly disrupted global crude oil and natural gas markets. Actions impacting commercial shipping through the Strait of Hormuz and regional energy infrastructure have resulted in the suspension of substantial supply and higher commodity prices. The duration and trajectory of the conflict remains uncertain, contributing to ongoing commodity price volatility.

Reworded

Recent U.S. trade policy actions, including the introductionimplementation of tariff replacement measures, could also haveaffect implicationsthe for Occidental's businessCompany's operations and financial performance. WhileAlthough the Company has not experienced a material impact to date, tariffs or tariff replacement measures imposed on the Company's suppliers could increase costs over time,time. andIn addition, broader macroeconomiceconomic effects of policy changesimpacts and uncertainty associated with evolving trade policies could affect demand for the Company's products and itsthe prices realized prices.for its production.

Reworded

The Company is focused on delivering a unique shareholder value proposition with its portfolio of oil and gas and midstream and marketing assets, as well as its ongoing development of carbon management and sequestration solutions and GHG emissions reduction efforts. The Company conducts its operations with an emphasis on technical expertise, HSE, sustainability and social responsibility.responsibility, Inand orderis advancing integrated technologies in CO2, power and midstream to maximizeenable shareholderdifferentiated returns,resource therecovery Companyand will:value.

Added

In order to maximize shareholder returns, the Company intends to:

Added

■Maintain safe and responsible operations;

Added

■Execute from a strong balance sheet;

Removed

■Maintain production base to preserve asset base integrity and longevity;

Reworded

■Deliver a sustainable and growing dividend; and

Added

■Sustain base production.

Added

In August 2026, the Board increased the quarterly dividend by 8% to $0.28 per share, which will be payable on October 15, 2026 to shareholders of record as of September 10, 2026.

Removed

■Prioritize excess cash flow for deleveraging until principal debt is approximately $10.0 billion, after which available cash will be allocated to further net debt reduction and/or opportunistic share repurchases; and ■Advance integrated technologies in CO2, power and midstream to enable differentiated resource recovery and value.

Reworded

The Company completed the sale of OxyChem on January 2, 2026 in an all-cash transaction for an adjusted purchasesales price of $9.5 billion, subject to additional post-closing adjustments,adjustments. resultingThe transaction resulted in a gain of approximately $3.1 billion, net of taxes. OxyChem'sOxyChem results of operations, cash flows and the related retained liabilities and indemnification obligations areis reported as discontinued operations in the Company's Consolidated Statements of Operations and Cash Flows for all periods presented,operations, with its assets and liabilities reclassifiedclassified as held for sale in the Company's Consolidated Balance Sheets as of December 31, 2025. There are post-closing indemnification obligations for (i) such legacy environmental liabilities and (ii) pre-closing liabilities of OxyChem, including pre-closing environmental liabilities, in each case subject to certain limitations and procedures, and Occidental entered into a guaranty in favor of Berkshire Hathaway to guarantee these indemnification obligations.

Reworded

As of MarchJune 31,30, 2026, the Company's debt was rated Baa3 by Moody's Investors Service, BBB by Fitch Ratings and BB+ by Standard and Poor's. Any downgrade in the Company's credit ratings could impactaffect the Company'sits ability to access capital markets and increase its cost of capital. In addition, Occidental or its subsidiaries may be requested, may elect to provide or in some cases may be required to provide collateral in the form of cash, letters of credit, surety bonds or other acceptable support as financial assurance of their performance and payment obligations under certain contractual arrangements, such as pipeline transportation contracts, oil and gas purchase contracts and certain derivative instruments; certain permits, including with respect to carbon capture, utilization and sequestration activities; and environmental remediation matters.

Reworded

InDuring the threesix months ended MarchJune 31,30, 2026, the Company used after-tax proceeds from the OxyChem Transaction and cash from operations to repay approximately $6.7 billion of debt. Subsequent to March 31, 2026, through the date of this filing, the Company repaid an additional $0.4$8.6 billion of debt. For information on the Company's debt activity, see Note 3 - Long-Term Debt in the Notes to Consolidated Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for additional information.

Reworded

As of MarchJune 31,30, 2026, substantially all of the Company's outstanding debt was fixed rate.

Added

(a) Refer to the Items Affecting Comparability table which sets forth items affecting the Company's earnings that vary widely and unpredictably in nature, timing and amount.

Added

Q2 2026 compared to Q1 2026

Reworded

Excluding the impact of items affecting comparability, net income increased for the three months ended June 30, 2026, compared to the three months ended March 31, 2026, compared to the three months ended December 31, 2025, increasedprimarily due to higher realized crude oil prices in the oil and gas segment and higher crudemarketing margins duerelated to the timing impact of crude sales and highernatural gas margins from transportation capacity optimizationsoptimization activities in the midstreamPermian. andThese marketingincreases segment,were partially offset by lower domestic cruderealized oilnatural salesgas volumesprices in the oil and gas segment.

Reworded

Excluding the impact of items affecting comparability, net income increased for the threesix months ended MarchJune 31,30, 2026, compared to the same period in 2025, reflectedprimarily due to higher realized crude oil prices in the oil and gas segment, higher marketing margins from natural gas transportation capacity optimization activities in the Permian, higher margins related to the timing impact of crude sales, lower long-haul crude transportation costs, and higher sulfur prices at Al Hosn in the midstream and marketing segment as well as lower interest expense due to the early redemption ofreduced long-term debt,debt. These increases were partially offset by lower domestic realized natural gas prices across all commodities in the oil and gas segment.

Added

Q2 2026 compared to Q1 2026

Added

Net sales increased to $8.1 billion for the three months ended June 30, 2026, compared to $5.2 billion for the three months ended March 31, 2026, primarily due to higher crude oil prices and higher marketing margins related to the timing of crude sales and natural gas transportation capacity optimization activities in the Permian. These increases were partially offset by lower domestic realized natural gas prices in the oil and gas segment.

Added

Gains (losses) on sales of assets and other, net were a gain of $180 million for the three months ended June 30, 2026, compared with a loss of $202 million for the three months ended March 31, 2026. The gain on sale of assets and other, net for the three months ended June 30, 2026 included a gain of $220 million from a pro-rata ownership reduction in WES following an acquisition made by WES. The loss on sale of assets and other, net for the three months ended March 31, 2026 reflected a loss of approximately $200 million on the divestiture of non-core oil and gas interests and certain gas processing plants in the Permian Basin.

Removed

Net sales of $5.2 billion increased for the three months ended March 31, 2026, compared to $5.1 billion for the three months ended December 31, 2025, primarily due to higher oil prices, partially offset by lower sales volumes in the oil and gas segment.

Removed

Gains (losses) on sales of assets and other, net were a loss of $202 million and a gain of $253 million for the three months ended March 31, 2026 and December 31, 2025, respectively. The loss on sale of assets and other net for the three months ended March 31, 2026 reflected a $186 million loss on the divestiture of non-core proved and unproved royalty and mineral interests and certain gas processing plants in the Permian Basin. The gain on sale of assets and other, net for the three months ended December 31, 2025 included a gain of $301 million from an ownership reduction in WES following an acquisition made by WES.

Reworded

Interest and debt expense, net increaseddecreased to $108 million for the three months ended June 30, 2026, compared to $432 million for the three months ended March 31, 2026, compared to $232 million for the three months ended December 31, 2025, primarily due to premiums paid on early debt extinguishment.extinguishment in the three months ended March 31, 2026 and lower interest expense in the three months ended June 30, 2026 as a result of lower outstanding debt.

Added

Income tax expense increased to $915 million for the three months ended June 30, 2026, compared to $154 million for the three months ended March 31, 2026, primarily due to higher pre-tax income earned in the three months ended June 30, 2026.

Removed

Income from equity investments and other increased to $136 million for the three months ended March 31, 2026, compared to a loss of $179 million for the three months ended December 31, 2025, primarily due to the $401 million impairment loss on the investment in NET Power recorded during the three months ended December 31, 2025.

Removed

Income from discontinued operations, net of taxes increased to $3.1 billion for the three months ended March 31, 2026, compared to a loss of $119 million for the three months ended December 31, 2025, primarily due to the gain on the OxyChem Transaction, which closed on January 2, 2026.

Reworded

Net sales ofincreased $5.2to $13.3 billion decreased for the threesix months ended MarchJune 31,30, 2026, compared to $5.7$11.0 billion for the same period in 2025, primarily due to lowerhigher realized crude oil prices acrossin allthe commoditiesoil and gas segment, higher sulfur prices at Al Hosn, and higher marketing margins related to the timing of crude sales and natural gas transportation capacity optimization activities in the Permian. These increases were partially offset by lower domestic realized natural gas prices and derivative losses on the crude oil collars in the oil and gas segment.

Reworded

Income fromtax discontinuedexpense operations,increased netto of taxes of $3.1$1.1 billion increased for the threesix months ended MarchJune 31,30, 2026, compared to $115$569 million for the same period in 2025, primarily due to thehigher gainpre-tax onincome in the OxyChemsix Transaction.months ended June 30, 2026.

Reworded

OVERVIEW OF SEGMENT RESULTS OF OPERATIONS

Reworded

The Company's principal businesses consist of two reporting segments: oil and gas and midstream and marketing. The oil and gas segment explores for, develops and produces oil and condensate, NGL and natural gas. The midstream and marketing segment purchases, markets, gathers, processes, transports and stores oil (which includesincluding condensate), NGL, natural gas, CO2 and power. It alsopower; optimizes its transportation and storage capacity; and invests in entities that conduct similar activitiesactivities, such asincluding WES. The midstream and marketing segment also includes the Company's low-carbon ventures businesses.

Reworded

The following table sets forth theaverage averagedaily sales volumes per day for oil and NGL in Mbbl and for natural gas in MMcf:

Reworded

The following table presents information about the Company's average realized prices and average index prices for the periods presented:

Added

Q2 2026 compared with Q1 2026

Added

Oil and gas segment earnings were $2.8 billion for the three months ended June 30, 2026, compared with $1.0 billion for the three months ended March 31, 2026. The increase was primarily driven by higher realized crude oil and NGL prices and derivative gains, partially offset by lower domestic natural gas realizations.

Added

Average daily sales volumes were generally consistent for the three months ended June 30, 2026, compared with the three months ended March 31, 2026, as modest increases in domestic NGL and natural gas volumes were largely offset by lower international oil, NGL, and natural gas volumes.

Added

Oil and gas segment earnings were $3.9 billion for the six months ended June 30, 2026, compared with $2.6 billion for the same period in 2025. The increase was primarily driven by higher realized crude oil prices and higher sales volumes, partially offset by lower domestic natural gas realizations and crude oil derivative losses.

Removed

Oil and gas segment earnings were $1.0 billion for the three months ended March 31, 2026, compared with segment earnings of $0.7 billion for the three months ended December 31, 2025.

Removed

Average daily sales volumes decreased for the three months ended March 31, 2026, compared to the three months ended December 31, 2025, primarily related to the timing of domestic wells coming online as well as the impact of Winter Storm Fern and the impact of higher prices on production sharing contracts.

Removed

The following chart outlines the changes to oil and gas segment income for the periods presented:

Removed

Oil and gas segment earnings were $1.0 billion for the three months ended March 31, 2026, compared to $1.7 billion for the three months ended March 31, 2025.

Reworded

Average daily sales volumes increased for the threesix months ended MarchJune 31,30, 2026, compared towith the same period in 2025, primarily relateddue to andevelopment increase in developmentactivity and new wells coming online in the Permian asand wellthe aseffect in 2025 of a third-party pipeline disruption affecting the Company's Gulf of America operationsoperations. These increases were partially offset by lower international sales volumes associated with disruptions resulting from conflict in 2025.the Middle East.

Removed

The following chart outlines the changes to oil and gas segment income for the periods presented:

Reworded

The following table presents an analysis ofanalyzes the impacts of changes in average realized prices and sales volumes with regard toon the Company's domestic and international oil, NGL and natural gas revenues:

Added

Q2 2026 compared to Q1 2026

Removed

Midstream and marketing segment losses for the three months ended March 31, 2026 were $87 million, compared to segment earnings of $204 million for the three months ended December 31, 2025. Excluding the impact of items affecting comparability, midstream and marketing first quarter results increased due to higher crude margins related to the timing impact of crude sales, higher gas margins from transportation capacity optimizations and higher sulfur prices at Al Hosn.

Reworded

Midstream and marketing segment lossesearnings for the three months ended MarchJune 31,30, 2026 were $87$1.3 million,billion, compared to segment losses of $72$87 million for the three months ended March 31, 2025.2026. Excluding the impact of items affecting comparability, the increase in midstream and marketing firstsecond quarter results inimproved 2026primarily reflecteddue to higher crude margins driven by the timing impact of crude marketing, reflecting the lag between the purchase of crude volumes and their subsequent sale, and higher gas margins from transportation capacity optimization in the Permian, higher margins related to the timing impact of crude sales, lower long-haul crude transportation costs and higher sulfur prices at Al Hosn.optimizations.

Added

Midstream and marketing segment earnings for the six months ended June 30, 2026 were $1.3 billion, compared to segment losses of $33 million for the same period in 2025. Excluding the impact of items affecting comparability, the increase reflected higher crude margins driven by the timing impact of crude marketing, higher gas margins from transportation capacity optimization, and lower crude marketing transportation costs. Results also benefitted from higher sulfur prices at Al Hosn.

Reworded

Discontinued operations, net includes the results of OxyChem for all periods presented resultedand fromthe gain recognized upon closing the OxyChem Transaction that closedtransaction on January 2, 2026. See Note 1 - General.

Added

Income from discontinued operations, net of taxes of $3.1 billion increased for the six months ended June 30, 2026, compared to $245 million for the same period in 2025. The increase was primarily due to the $3.1 billion gain recognized upon closing the OxyChem Transaction.

Reworded

The worldwide effective tax rates for the periods presented in the table above are primarily driven by the Company's jurisdictional mix of income. U.S. income is taxed at a U.S. federal statutory rate of 21%, while international income is subject to tax at statutory rates as high as 55%. The reclassification of OxyChem, which primarily consists of domestic operations, to discontinued operations increased the Company's effective tax rate from continuing operations.

Reworded

As of MarchJune 31,30, 2026, the Company's sources of liquidity included $3.8$4.2 billion of cash and cash equivalents and $4.15$4.2 billion of borrowing capacity under its RCF, which matures on June 30, 2028. There were no borrowings outstanding under the Company's RCF as of MarchJune 31,30, 2026.

Reworded

Operating cash flow from continuing operations was $1.4$6.5 billion for the threesix months ended MarchJune 31,30, 2026, compared to $2.0$4.8 billion for the threesix months ended MarchJune 31,30, 2025. The decrease in operatingOperating cash flow from continuing operations,operations for the six months ended June 30, 2026 included $183 million in cash settlements related to crude oil collars. The increase, compared to the same period in 2025, was primarily due to higher tradenet receivablesincome in 2026 in working capital resulting from the sharp increasesincrease in commoditycrude oil prices beginning in March 2026.2026 and higher natural gas margins from gas transportation capacity optimization in the marketing segment.

Added

Operating cash flow used by discontinued operations was $926 million for the six months ended June 30, 2026, compared to operating cash flow from discontinued operations of $347 million for the six months ended June 30, 2025. The decrease was primarily due to estimated tax payments made related to the sale of OxyChem in the first quarter of 2026.

Reworded

The Company's net cash used by investing activities from continuing operations was $1.6$3.4 billion for the threesix months ended MarchJune 31,30, 2026, compared to $0.5$2.2 billion for the threesix months ended MarchJune 31,30, 2025. InvestingThe activitiesyear-over-year forchange thewas threeprimarily monthsdue endedto March 31, 2025 included $1.3$1.5 billion in divestitures.proceeds from divestitures in the prior year.

Showing the first 60 of 66 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

OXY insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 4,770 shares, about $249.9K) and open-market sales in 0 filings. Net open-market shares: 4,770 (purchases minus sales); net value about $249.9K.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 dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-30Jackson Richard A.
Director, President and CEO
Shares withheld for tax 4,124$55.32 $228.1K439,974 SEC
2026-09-25Hollub Vicki A.
Director
Gift 90,000— —974,835 SEC
2026-08-01Pollack Brad
SVP & General Counsel
Grant/award 26,284— —42,660 SEC
2026-06-23Jackson Richard A.
Director, President and CEO
Open-market purchase 4,770$52.38 $249.9K444,098 SEC
2026-06-01Jackson Richard A.
Director, President and CEO
Grant/award 101,833— —439,328 SEC
2026-06-01Hollub Vicki A.
Director
Shares withheld for tax 701$58.92 $41.3K1,111,303 SEC
2026-06-01Hollub Vicki A.
Director
Grant/award 3,183— —1,112,004 SEC
2026-06-01Hollub Vicki A.
Director
Shares withheld for tax 73,477$58.92 $4.3M1,037,826 SEC
2026-05-04Moore Jack B
Director
Shares withheld for tax 1,479$60.27 $89.1K76,431 SEC
2026-05-04Moore Jack B
Director
Grant/award 6,720— —77,910 SEC
2026-05-04Bailey Vicky A
Director
Grant/award 3,734— —16,713 SEC
2026-05-04Bailey Vicky A
Director
Shares withheld for tax 1,223$60.27 $73.7K15,490 SEC
2026-05-04Robinson Kenneth B.
Director
Grant/award 4,149— —16,272 SEC
2026-05-04Robinson Kenneth B.
Director
Shares withheld for tax 913$60.27 $55.0K15,359 SEC
2026-05-04Gould Andrew
Director
Shares withheld for tax 1,494$60.27 $90.0K46,334 SEC
2026-05-04Gould Andrew
Director
Grant/award 4,978— —47,828 SEC
2026-05-04Gutierrez Carlos M
Director
Grant/award 3,734— —82,651 SEC
2026-05-04Klesse William R
Director
Shares withheld for tax 913$60.27 $55.0K222,149 SEC
2026-05-04Klesse William R
Director
Grant/award 4,149— —223,062 SEC
2026-05-04Poladian Avedick Baruyr
Director
Grant/award 4,149— —79,575 SEC
2026-05-04Shearer Bob
Director
Grant/award 3,734— —66,463 SEC
2026-05-04Oneill Claire
Director
Grant/award 3,734— —16,265 SEC
2026-04-14Poladian Avedick Baruyr
Director
Gift 5,000— —80,426 SEC
2026-04-14Poladian Avedick Baruyr
Director
Gift 5,000— —85,426 SEC
2026-04-14Poladian Avedick Baruyr
Director
Gift 5,000— —5,000 SEC
2026-04-14Poladian Avedick Baruyr
Director
Gift 5,000— —75,426 SEC

Well-known investors holding OXY (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Berkshire Hathaway (Warren Buffett) COM2026-06-30264,941,431$12.9B4.3%No change
Dodge & Cox COM2026-06-3072,764,944$3.5B1.85%Reduced 2%
AQR Capital Management (Cliff Asness) COM2026-06-3011,473,188$557.3M0.19%Added 32%
Point72 Asset Management (Steve Cohen) COM2026-06-305,193,668$252.3M0.39%Added 94%
Two Sigma Investments COM2026-06-303,576,936$173.7M0.13%Added 1%
D. E. Shaw & Co. COM2026-06-303,076,764$149.4M0.09%Added 871%
Citadel Advisors (Ken Griffin) COM2026-06-302,291,616$111.3M0.06%Added 184%
Millennium Management (Israel Englander) COM2026-06-302,277,245$110.6M0.07%Added 16%
Himalaya Capital (Li Lu) COM2026-06-301,466,500$95.3M—Sold out
Renaissance Technologies COM2026-06-301,142,754$55.5M0.08%New position
Gotham Asset Management (Joel Greenblatt) COM2026-06-301,001,879$48.7M0.11%Added 9%
D. E. Shaw & Co. *W EXP 08/03/2022026-06-3039,904$1.1M0.0%No change

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when OXY files, watchlists and downloadable comparisons.