Occidental Petroleum 10-K 2025-12-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

Commission File Number 1-9210

Occidental Petroleum Corporation

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of the registrant’s Common Stock held by nonaffiliates of the registrant was approximately $41.4 billion computed by reference to the closing price on the New York Stock Exchange of $42.01 per share of Common Stock on June 30, 2025.

As of January 31, 2026, there were 986,266,656 shares of Common Stock outstanding, par value $0.20 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement, relating to its 2026 Annual Meeting of Stockholders, are incorporated by reference into Part III of this Form 10-K.

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Part I

ITEMS 1 AND 2. BUSINESS AND PROPERTIES

In this Form 10-K, “Occidental” refers to Occidental Petroleum Corporation, a Delaware corporation; “the Company,” “it,” and “our” refer to Occidental and/or one or more entities in which it owns a controlling interest (subsidiaries). Occidental’s executive offices are located at 5 Greenway Plaza, Suite 110, Houston, Texas 77046; telephone (713) 215-7000.

The Company is an international energy company recognized for its premier diversified assets, primarily situated in the United States, the Middle East and North Africa. The Company’s distinguished operational capabilities support sustainable value creation for shareholders. The Company ranks among the largest oil and gas producers in the U.S., holding leading positions in the Permian and DJ Basins as well as offshore Gulf of America, and is the largest independent oil producer in Oman. Our midstream and marketing segment ensures flow assurance and optimizes the value of oil and gas operations. Additionally, Oxy Low Carbon Ventures, a subsidiary within the midstream and marketing segment, focuses on advancing innovative decarbonization technologies and solutions—including direct air capture, carbon sequestration and lithium development to advance the Company’s growth opportunities while reducing overall emissions and delivering the energy and products the world needs.

RECENT DEVELOPMENTS

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, subject to post closing adjustments. The sale was completed on January 2, 2026, resulting in an estimated gain of $3.2 billion, net of taxes subject to post-closing adjustments. As a result of the agreement to sell OxyChem, its results are reported separately as discontinued operations in our consolidated statements of operations for all periods presented and its assets and liabilities have been reclassified in our consolidated balance sheet to assets and liabilities held for sale. Prior to presentation of OxyChem as discontinued operations, the Company’s chemical business was a reportable segment.

As a result of our agreement to sell OxyChem, the following changes in our basis of presentation have occurred:

■In accordance with ASC 205, Discontinued Operations, intersegment sales from our oil and gas and midstream and marketing segments to the chemical segment are no longer eliminated as intercompany transactions. All periods presented have been retrospectively adjusted to reflect this change.

■Beginning October 1, 2025, in accordance with ASC 360, PP&E, depreciation and amortization were no longer recorded for the chemical segment’s PP&E and right of use lease assets.

The Company’s culture is built upon the following core values:

■Lead with Passion

■Outperform Expectations

■Deliver Results Responsibly

■Unleash Opportunities

■Commit to Good

The Company’s human capital resources and programs are managed by its Human Resources department, with support from business leaders across the Company. The Company’s senior management team plays a key role in setting and monitoring the Company’s culture, values and broader human capital management practices, with oversight by the Company’s Board of Directors, the Sustainability and Shareholder Engagement Committee of the Board and the Environmental, Health and Safety Committee of the Board. To enhance senior leadership’s engagement with employees, the Company hosts quarterly executive virtual conversations led by its President and CEO, Vicki Hollub, who along with other executives reviews financial and operational performance of the Company and responds to employee questions.

The Company strives to create an environment where employees’ differences are appreciated, celebrated and encouraged. The Company has attracted, and continues to recruit, a diverse workforce of exceptional talent. This diversity enriches the Company’s culture and its employees’ experiences on the job and contributes to an innovative and effective business model that helps communities where we operate thrive. The Human Resources department supports several

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voluntary Employee Resource Groups, which promote peer engagement and education to help advance inclusion and a sense of belonging of employees with common interests.

TALENT ATTRACTION, DEVELOPMENT AND RETENTION

The Company recruits candidates in numerous ways, including through job fairs, professional societies and campus recruiting. To attract and retain talent, the Company has implemented programs that afford employees flexibility and promote work-life balance. Among them is the Balanced Workplace Program under which eligible office-based employees may opt to work three days in the office and two days at home each week.

In addition, the Company’s global STEP was formed to recruit, develop and retain highly skilled and valued geoscientists, engineers, scientists and other petrotechnical professionals who collectively drive innovation, advance performance and inspire the future of energy development. STEP is a highly valued program for individual contributors to focus and advance on a technical, non-managerial career path, providing a competitive advantage for the Company through the optimum application of technology. The Chief Petrotechnical Officer leads all aspects of STEP and reports directly to the Company’s Chief Operating Officer.

Company employees have access to extensive development and training opportunities and programs to expand their personal and professional skills and knowledge. The Company’s approach to education includes leadership/management training to develop leadership skills at all levels and expanded on-demand professional and development classes and mentoring to enhance critical business skills, broaden employee networks, and engage its employees.

EMPLOYEE COMPENSATION AND BENEFITS

The Company’s compensation and benefits program is designed to attract and retain the talent necessary to achieve its business strategy. The compensation and benefits program recognizes and rewards strong Company and individual performance with competitive base salaries, as well as an annual bonus program, recognition awards, long-term performance incentives and advancement opportunities for eligible individuals. The Company’s compensation and benefits program is routinely reviewed and benchmarked to ensure competitiveness and to provide the benefits that matter most to current and future employees.

The Company strives to give employees the tools and resources they need to succeed both professionally and personally and to foster a safe and collaborative work environment. To that end, the Company offers, and regularly evaluates, its comprehensive health, welfare and retirement and savings benefits plans, professional memberships and work-life balance benefits. It also provides programs to enhance and support employees’ overall well-being, including their physical, mental, social and financial health. Addressing well-being is imperative to ensure that the Company’s employees stay resilient, healthy and productive. The Company offers an enhanced mental health benefit, providing cost-free and convenient care for employees and their eligible dependents. Professional support is available virtually or in person for a range of concerns, including anxiety, depression, stress management, parenting challenges, relationship conflicts and sleep issues.

HEALTH AND SAFETY

The health and safety of the Company’s workforce and communities is a top priority as reflected in the Company’s HSE and Sustainability Principles. The Company’s Operating Management System sets expectations, provides guidance, training and resources, and empowers employees and contractors to stop any job or activity if they observe conditions that may give rise to a safety or environmental incident. The Company is also focused on reducing incident severity, enhancing contractor safety programs and harmonizing safety systems, programs and tools. These efforts helped the Company sustain its robust safety record in 2025 and promote continued improvements and innovations in safety, efficiency, reliability and environmental stewardship.

WORKFORCE COMPOSITION

The table below shows the regional distribution of the Company’s employees working in continuing operations as of December 31, 2025:

(a)Other headcount included North Africa, Europe and Asia.

(b)Excludes employees related to OxyChem, a discontinued operation.

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For environmental regulation information, including associated costs, see the information under Environmental Expenditures in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section under Part II, Item 7 of this Form 10-K, Risk Factors under Part I, Item 1A of this Form 10-K and in Note 11 - Environmental Liabilities and Expenditures and Note 12 - Lawsuits, Claims, Commitments and Contingencies in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports are available free of charge on its website, www.oxy.com, as soon as reasonably practicable after the Company electronically files the material with, or furnishes it to, the SEC. In addition, copies of the Company’s annual report will be made available, free of charge, upon written request.

From time to time, the Company has made and expects in the future to use its website as a channel of distribution of material information regarding the Company. Financial and other material information regarding the Company is routinely posted on the Company’s website and accessible at www.oxy.com/investors/.

Information contained on the Company’s website is not part of or incorporated into this Form 10-K or any other filings with the SEC.

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GENERAL

The Company’s oil and gas business is primarily located in the United States, the Middle East and North Africa. Within the United States, the Company has operations primarily in Texas, New Mexico and Colorado, as well as offshore in the Gulf of America. The Company’s international assets are primarily located in Algeria, Oman, Qatar and the UAE. Refer to the Oil and Gas Acreage section in Supplemental Oil and Gas Information under Item 8 of this Form 10-K for further disclosure of the Company’s holdings of developed and undeveloped oil and gas acreage.

COMPETITION

The Company produces oil, NGL and natural gas in both domestic and international markets, competing with public, private, and state-owned producers. Market conditions significantly influence hydrocarbon pricing and demand. The Company pursues capital-efficient production through conventional and unconventional field development, employing primary, secondary (waterflood), and tertiary (e.g., CO₂ and steam flood) recovery methods in areas where it has established advantages. The Company focuses on safe, sustainable and cost-effective reserve development, supported by a skilled workforce and quality service providers. The Company’s expertise in CO₂ separation, transportation, utilization, recycling and storage for EOR provides a competitive edge as the energy sector transitions toward lower carbon intensity products.

PROVED RESERVES AND SALES VOLUMES

The table below shows the Company’s year-end oil, NGL and natural gas proved reserves. See the information under Oil and Gas Segment in the Management’s Discussion and Analysis section under Part II, Item 7, of this Form 10-K for details regarding the Company’s proved reserves, the reserves estimation process, sales and production volumes, production costs and other reserves-related data.

COMPARATIVE OIL AND GAS PROVED RESERVES AND SALES VOLUMES

Oil and NGL are in MMbbl; natural gas is in Bcf.

(a)Natural gas volumes are converted to Boe at six Mcf of gas per one barrel of oil. Conversion to Boe does not necessarily result in price equivalency.

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GENERAL

The Company’s midstream and marketing operations primarily support and enhance its oil and gas business. The midstream and marketing segment evaluates opportunities across the value chain to provide services to Occidental’s subsidiaries as well as third parties by optimizing the use of its gathering, processing, transportation, storage and terminal commitments and to provide access to domestic and international markets. The midstream and marketing segment operates or contracts for services on gathering systems, gas plants and storage facilities and invests in entities that conduct similar activities, such as WES in the United States and DEL in the Middle East, which are accounted for as equity method investments. WES owns gathering systems, plants and pipelines and earns revenue from fee-based and service-based contracts with the Company and third parties. DEL owns and operates a pipeline that connects its gas processing and compression plant in Qatar and its receiving facilities in the UAE, and uses its network of DEL-owned and other existing leased pipelines to supply natural gas to the UAE and Oman. The midstream and marketing segment also includes Al Hosn Gas, a processing facility in the UAE that removes sulfur from natural gas and processes the natural gas and sulfur for sale.

The midstream and marketing segment also has the OLCV businesses, which leverage the Company’s carbon management expertise. OLCV primarily focuses on advancing carbon removal and CCUS projects, including developing and commercializing DAC technology and supporting the Company’s EOR operations. STRATOS, the Company’s first large-scale DAC facility, is designed to capture up to 500,000 tons of CO2 per annum once complete. Operations are expected to begin in 2026, with an initial capacity of up to 250,000 tons of CO2 per annum from trains 1 and 2, with the remaining 250,000 tons of capacity upon completion of trains 3 and 4. OLCV also invests in third-party entities developing technologies to advance other low-carbon initiatives.

COMPETITION

The Company’s midstream and marketing businesses operate in competitive and highly regulated markets and competes for capacity and infrastructure for the gathering, processing, transportation, storage and delivery of its products, which are sold at market prices or on a forward basis to refiners, end users and other market participants. The Company’s marketing business competes with other market participants on exchange platforms and through other bilateral transactions with direct counterparties. OLCV and its businesses and investees also face a broad range of competitors, with nascent markets for low-carbon products and CO2 removal credits that are subject to evolving laws, regulations, policies and reporting and verification mechanisms that can significantly impact the financing, construction and operation of projects and the development of markets.

The Company’s midstream and marketing operations are conducted in the locations described below as of December 31, 2025:

(a)Amounts are gross, including interests held by third parties.

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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.

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

The 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. Historically, the markets for oil, NGL and natural gas have been volatile and may continue to be volatile in the future. Prices for oil, NGL and natural gas fluctuate widely. Prices are determined by global and local market forces which are not in the Company’s control. These factors include, among others:

• Domestic and international supplies of, and demand for, oil, NGL, natural gas and refined products;

• General economic conditions, including domestic or international economic slowdowns or recessions;

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

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

• Changes in weather patterns and climate;

• Actions by OPEC and non-OPEC oil producing countries;

• The domestic and international 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;

• The price and availability of and demand for alternative and competing fuels;

• The effect of energy conservation efforts and technological advances affecting energy consumption and supply;

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

• Domestic and international laws, regulations, tariffs and taxes, shareholder activism or activities by advocacy groups that restrict the exploration, development, production, import or export of hydrocarbons and other products and goods;

• Additional or increased nationalization and expropriation activities by governments;

• The impact and uncertainty of significant health events, including pandemics and epidemics; and

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

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

• Adversely affect the Company’s financial condition, results of operations, cash flows, ability to reduce debt, access to and cost of capital, and ability to finance planned capital expenditures or planned acquisitions, pay dividends or repurchase shares;

• Cause the Company to record impairments of its proved and unproved oil and gas properties;

• Reduce the amount of oil, NGL and natural gas that the Company can produce economically;

• Cause the Company to delay or postpone capital projects;

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

• Reduce the standardized measure of discounted future net cash flows relating to oil, NGL and natural gas reserves; and

• Adversely impact the ability of the Company’s partners to fund their working interest capital requirements.

Generally, the Company’s historical practice has been to remain exposed to the market prices of commodities at the corporate level. As of December 31, 2025, there were no 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 the Company from fully benefiting from price increases and may expose it to regulatory, counterparty credit and other risks.

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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.

The Company may be required to repay the $881 million tentative cash tax refund Anadarko received in 2016 before it was acquired by the Company, plus other related cash tax benefits received, plus applicable interest, which as of December 31, 2025, totaled approximately $2.3 billion, if the U.S. Tax Court determines that Anadarko’s $5.2 billion Tronox settlement payment related to a 2014 settlement agreement between Anadarko and Kerr-McGee is not deductible. The IRS disallowed the deduction, and the matter remains pending before the U.S. Tax Court following trial and closing arguments.

In accordance with ASC Topic 740’s guidance on the accounting for uncertain tax positions, the Company has not recorded a tax benefit for the tentative cash tax refund or for the additional cash tax benefits realized from the utilization of tax attributes associated with the claimed deduction. If the settlement payment is ultimately determined not to be deductible, the Company would be required to repay the tentative cash tax refund Anadarko received, plus other related cash tax benefits received, plus applicable interest. The Company has recorded an uncertain tax position for the estimated amount of taxes and interest that may be payable, which is not covered by insurance. For additional information on income taxes generally and the Tronox tax matter, see Note 9 - Income Taxes and Note 12 - Lawsuits, Claims, Commitments and Contingencies, respectively, in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

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

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. The Company’s future access to capital markets and/or availability at favorable terms or at all 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, investor sentiment, risks impacting financial institutions or the credit markets more broadly and/or the Company’s performance, credit ratings or ability to meet existing debt obligations. The Company is regularly evaluated by the major credit rating agencies based on numerous factors, including its financial strength, conditions affecting the oil and gas industry and commodity price outlooks. Any downgrade or announcement of a potential downgrade of the Company’s credit ratings could increase costs associated with indebtedness or impair the Company’s access to additional indebtedness, financial assurance or other forms of liquidity and such events may occur at unfavorable times due to changing economic and business conditions. If the Company is unable to generate sufficient funds from its operations or complete divestitures on favorable terms, or at all, to fund its capital requirements, including its existing debt obligations, or to raise additional capital on acceptable terms, the Company’s financial condition, results of operations, cash flows and/or stock price could be adversely affected.

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

The Company’s domestic and international operations are subject to extensive laws and regulations and may be adversely affected by the actions and decisions of many federal, state, local and international governments, political interests and advocacy groups.

Changes in U.S. and international tax laws, regulations and interpretations, as well as examinations by taxing authorities, could adversely affect the Company’s effective tax rate, financial condition and results of operations. Tax laws and their interpretation may change, including through repeal or modification of existing provisions, creating uncertainty regarding their impact on the Company’s tax obligations and cash flows. Additionally, the Company’s tax positions are subject to examination by tax authorities, and the resolution of such matters may differ from amounts recorded in the financial statements. Governments may increase existing taxes, eliminate tax incentives or enact new taxes, such as windfall profit taxes or taxes targeting the oil and gas industry. For example, the IRA enacted a 15% corporate alternative minimum tax (CAMT) and a 1% excise tax on net share repurchases. Furthermore, the recently enacted OBBBA made permanent the 21% corporate tax rate, reinstated 100% bonus depreciation on assets placed in service after January 19, 2025, reinstated the deduction for certain research and development expenses, adjusted deduction limits, imposed new environmental levies and imposed limitations on certain clean energy credits, which may change the Company’s tax liability and compliance costs. While the IRA and OBBBA expanded policy support for certain low-carbon projects and enhanced certain tax credits, these benefits remain subject to administrative action, regulatory interpretation and potential legislative repeal. For instance, recent executive orders and proposals to rescind or reduce funding for these programs create uncertainty regarding the long-term realization of such credits. Unfavorable changes, interpretations or audit outcomes or sunsetting of certain provisions could result in increased tax liabilities, interest and penalties. For additional discussion of some of these matters, see Note 9 - Income Taxes in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

Furthermore, instability and unforeseen changes in political, regulatory, economic and social environments in the markets where the Company operates could result in business disruptions, contractual or regulatory changes or operational challenges. As a result, the Company faces risks of, but not limited to, the following:

• Uncertain or volatile political, social and economic conditions;

• Political instability, social unrest, terrorism, war or armed conflict;

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• Public health crises or other catastrophic events, such as pandemics;

• Confiscatory taxation or other adverse tax policies or currency controls;

• Trade regulations, tariffs or sanctions;

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

• Changes in laws, regulations or interpretation or enforcement practices, including those related to drilling, completions, production, environmental protection, taxation, royalties, trade and climate change;

• Restrictions on the repatriation of income or capital;

• Inflation, currency fluctuations or changes in global trade practices;

• Changes in the usage of the U.S. dollar in global trade;

• Expropriation, nationalization or loss of property rights;

• Delays or refusals in granting or renewing permits, licenses or contracts, including for exploration, development or production contracts or leases;

• Developmental delays and cost overruns due to approval delays for, or denial of, drilling, construction, environmental and other regulatory approvals, permits and authorizations; and

• Litigation, investigations or penalties arising from changes in law or government action or violation of laws or regulations.

The realization of any of these risks could increase costs, limit access to resources, delay or halt projects or restrict the Company’s ability to operate in certain jurisdictions. Such developments may also result in litigation, penalties or operational shutdowns. In addition, restrictions imposed by the U.S. or international governments could limit the Company’s ability to acquire or divest assets, repatriate earnings or maintain licenses and permits necessary for drilling and development. Domestic and international regulatory efforts are evolving, including the international alignment of such efforts, and the Company cannot predict what final regulations will be enacted, modified or reversed or what their ultimate impact on the Company’s business would be. Currency fluctuations and other economic uncertainties may further impact cash flows. Any of these factors could materially affect the Company’s financial condition, results of operations and cash flows.

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

The Company is subject to actual and threatened claims, litigation, assessments, investigations and other proceedings, including proceedings by governments and regulatory authorities, involving a wide range of issues, such as taxes, drilling, completions, production processes, commercial disputes, regulatory compliance, environmental remediation and health and safety. In addition, in connection with the OxyChem Transaction, the Company retained environmental liabilities relating to legacy sites. Furthermore, there are post-closing indemnification obligations for, among other items, (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 those indemnification obligations of its subsidiaries. The outcomes of these matters are inherently unpredictable and subject to significant uncertainties. Determining legal reserves or reasonably possible losses from such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. Until the final resolution of such matters, the Company may be exposed to losses in excess of the amounts recorded, and such amounts could be material. Should any of its estimates and assumptions change or prove to have been incorrect, it could have a material adverse effect on the Company’s financial condition, results of operations and cash flows. For additional discussion of some of these matters, see Note 11 – Environmental Liabilities and Expenditures and Note 12 - Lawsuits, Claims, Commitments and Contingencies in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

The Company is subject to operational hazards and catastrophic events.

The Company’s operations, both onshore and offshore, face risks and hazards inherent to operating in the energy industry. These include well blowouts, fires, explosions, pipeline ruptures, spills, emissions or releases of regulated materials into the soil, surface water, ground water or the marine environment, material or mechanical failures, power outages, industrial accidents, abnormally pressured or structured formations, severe weather events (such as hurricanes, floods, freezes, heat waves or droughts), land deformations (such as earthquakes, landslides or subsidence), other acts of nature, pandemics, physical or cyber-attacks, terrorist attacks, piracy and other events that cause operations to be curtailed or cease. Coastal and offshore operations are particularly susceptible to disruption from severe weather events. The aforementioned events may present acute risks, such as specific storms or wildfires, or chronic risks, such as sea level rise or water scarcity. Any of these risks could adversely affect the Company as a result of:

• Injuries or impacts to the Company’s workforce and local communities;

• Damage to or destruction of property and equipment, including property and equipment owned by third parties which the Company’s operations rely upon;

• Damage to natural resources;

• Pollution or other environmental damage;

• Regulatory investigations, claims, fines or penalties;

• Loss of well location, acreage, expected production or related reserves;

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• Suspension or delay of permits or operations or closure of facilities;

• Substantial liability claims;

• Significant response, repair or remediation costs that negatively impact the Company’s breakeven economics;

• Demand for or deployment of significant resources including capital, personnel, materials and equipment to respond to an event; and

• Legislative or regulatory changes resulting from an event.

The Company conducts offshore operations in the Gulf of America and international locations through certain subsidiaries. Offshore operations are vulnerable to unique risks in addition to those listed above, including deep-water technical complexity, logistical and security challenges, a limited number of partners available to participate in projects and more stringent permitting and regulatory requirements. The Company may also face longer recovery times and higher remediation costs for offshore incidents compared to onshore operations. Deep-water projects (greater than 1,000 feet) are especially challenging and costly due to limited infrastructure and support services, often requiring more time between discovery and ability to market production, thereby increasing commercial and operational risk. These factors can increase the potential for and impact of catastrophic events, which could result in significant operational disruption, increased costs or loss of production and could have a material adverse effect on the Company’s financial condition, results of operations, cash flows and reserves.

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.

The Company’s operations, properties and assets are subject to extensive health, safety and environmental laws and regulations, including those governing drilling, completions, production, GHG and other air emissions, water use and discharges, waste management, environmental remediation and protection of wildlife and ecosystems. The requirements of these laws and regulations are complex, stringent and expensive to implement. Costs of compliance with these laws and regulations are significant and can be unpredictable and may require significant capital investment and operating costs, and violations can result in penalties, operational restrictions or cessation of operations in affected areas. In addition, evolving climate-related policies, such as those related to CCUS, monitoring, reporting or control of methane and other GHG emissions, and carbon pricing and associated allowances, credits, taxes, fees or incentives, as well as recent legislative developments such as the OBBBA, could increase costs or reduce demand for certain products. Some of these laws and regulations provide for strict, joint and several liability, and the Company could be liable for the actions of others, including prior owners or operators of properties or other assets.

Collectively, international, federal, state and local government and private actions relating to air emissions may require the Company to incur additional operating and maintenance costs, including for service providers and costs to purchase, operate and maintain emissions control systems, acquire emission allowances or credits, pay taxes or fees for methane and other GHG emissions or comply with new regulatory or reporting requirements. They could also affect permitting or other regulatory approvals or prevent the Company from conducting oil and gas development activities in certain areas. In addition, they could promote the use of alternative sources of energy and thereby decrease demand for the Company’s oil, NGL, natural gas and other products. Future legislation or regulatory or market changes could also increase the cost of consuming or reduce demand for the Company’s products and thereby lower the value of the Company’s reserves, potentially resulting in impairments. Consequently, actions designed to reduce GHG or other air emissions could cause the Company to make changes with respect to its business plan, operations or assets that may have an adverse effect on its financial condition, results of operations, cash flows and reserves.

It is difficult to predict the timing, likelihood and scope of such government and private actions and their ultimate effect on the Company, which could depend on, among other things, the type and extent of air emissions reductions required, the availability and price of emission allowances or credits, carbon accounting standards, the availability and price of alternative fuel sources, the energy sectors covered, market conditions (including consumer responsiveness to such changes), the Company’s ability to recover the costs incurred through its operating agreements or the pricing of its oil, NGL, natural gas and other products and whether service providers are able to pass increased costs through to the Company.

The Company uses and generates regulated substances in its operations, which have resulted in, and may in the future result in, further environmental remediation costs. The Company discloses on a consolidated basis the amounts currently recorded for environmental remediation with respect to existing conditions from alleged past practices at the sites the Company is currently monitoring and the range of reasonably possible additional losses at those sites beyond the amounts currently recorded. For additional discussion of such matters, see Note 11 – Environmental Liabilities and Expenditures and Note 12 - Lawsuits, Claims, Commitments and Contingencies in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K. In addition, stricter enforcement, changing interpretations or reversal of existing laws and regulations, the enactment of new laws and regulations, the discovery of previously unknown contamination or the imposition of new or increased requirements could require the Company to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on its financial condition, results of operations and cash flows.

			table of contents			RISK FACTORS

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

The Company’s aspirations, goals, initiatives and investments related to carbon management, DAC and sustainability, and the execution of its broader business strategies, expose it to significant financial, operational, regulatory, technological, legal, market, reputational and other risks. The Company’s results of operations depend on the extent to which it can execute new business strategies effectively, particularly in the context of climate-related policies that seek to lower carbon intensity, and evolving laws, regulations and government and private actions regarding the environment and climate change.

Efforts to reduce GHG emissions, other air emissions and carbon intensity and to advance sustainability initiatives are subject to numerous uncertainties and contingencies, many of which are beyond the Company’s control. These include evolving market conditions (such as demand for carbon sequestration and related CO2 removal credits, allowances or other attributes), supply chain constraints or delays (such as with respect to raw materials, equipment and electrical infrastructure), changes in the Company’s portfolio and the availability of grants, loans or tax deductions, incentives or credits (including, as applicable, the transferability thereof).

Certain of the Company’s strategic goals depend on the successful implementation of new and existing technologies on a commercial scale, including the deployment of DAC technology, start-up operations at STRATOS and the development of proposed CCUS projects. These technologies are in various stages of development or implementation and may require more capital, or take longer to develop, than currently expected. The Company may also be required to develop or implement additional technologies at substantial cost, and effective execution of these initiatives may necessitate significant new capital, which might not be available in the amounts or at the times anticipated. Any such capital‑raising activities could increase the Company’s leverage or overall cost of doing business. There is also a risk that some of these technologies may not perform as intended, may fail to achieve commercial viability, or may never develop to the stage necessary to support the Company’s long‑term plans. Further, these carbon management technologies are in competition with technologies being developed by governments and other companies, and the market for carbon sequestration and related CO2 removal credits, allowances or other attributes is not well established. If this market does not develop, or if the regulatory environment does not support carbon management activities, the Company may not be successful in the carbon management industry.

Sustainability-related disclosures rely on developing standards, assumptions and methodologies that may continue to change, and new or amended rules could require the Company to modify reported goals or incur additional compliance costs. The Company may face scrutiny from investors, customers, advocacy groups and regulators, and failure, or perceived failure, to meet goals or reporting expectations could result in reputational harm, litigation or enforcement actions. Divergent stakeholder views, legislation and government policies on environmental and social matters may affect the Company’s access to capital, cost of financing and business relationships.

The Company’s low-carbon investments in subsidiaries, property, intangibles and goodwill are subject to impairment testing. If these initiatives do not perform as intended or fail to achieve commercial viability or markets do not develop, the Company may impair those assets. Future costs associated with reducing emissions and carbon intensity, as well as impacts resulting from other risk factors described herein, could lead to impairments in the future, particularly if such costs significantly impact the Company’s breakeven economics. These factors could materially impact the Company’s financial condition, results of operations and cash flows.

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

Oil and gas reservoirs are characterized by declining production rates. Unless the Company conducts successful exploration or development activities, acquires properties containing proved reserves, or both, proved reserves will generally decline and negatively impact the Company’s revenue. Reserve replacement is subject to factors such as geology, government regulation, permitting, capital availability, commodity prices, costs of oilfield goods and services and the effectiveness of development plans, many of which are partially or fully outside of management’s control.

The exploration and production of oil, NGL and natural gas is a highly competitive business. The Company has many competitors (including national oil companies), some of which are larger and better funded, more risk-tolerant, have greater access to capital, technology and talent or have special competencies. As competitors develop or adopt new technologies (including artificial intelligence), the Company may be placed at a disadvantage and may be required to invest significant resources to remain competitive.

Competition for access to reserves may make it more difficult to find attractive investment opportunities or require delay of reserve replacement efforts. Further, during periods of low product prices, any cash conservation efforts may delay production growth and reserve replacement efforts. Also, there is substantial competition for capital available for investment in the oil and gas industry. The Company may be unable to acquire properties, grow production or replace reserves.

In addition, the Company’s acquisition activities carry risks including the potential for less-than-expected reserves or production or changed circumstances, such as declines in oil, NGL and natural gas prices, unexpected integration costs or difficulties, share price declines based on the market’s evaluation of the activity or unforeseen liabilities.

The Company may not be successful in finding, developing or acquiring additional reserves, and its efforts may not be economic. The value of Occidental’s securities and its ability to raise capital will be adversely impacted if it is not able to replace reserves that are depleted by production or replace its declining production with new production by successfully allocating capital to maintain its reserves and production base.

			table of contents			RISK FACTORS

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.

Reported oil and gas reserves are estimates based on professional judgment and numerous assumptions regarding geophysical, engineering, technical and economic factors. The procedures and methods for estimating the reserves by the Company’s internal engineers have been reviewed by independent petroleum consultants. However, those procedures and methods are complex and require significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each reservoir and the resulting estimated oil and gas reserves are therefore inherently uncertain and may be estimated differently by different engineers, even when analyzing the same data. Actual production, revenues, expenditures, oil, NGL and natural gas prices and taxes with respect to the Company’s reserves may vary from estimates and the variance may be material.

In addition, the discounted cash flows included in this Form 10-K should not be construed as the fair value of the reserves attributable to the Company’s properties. The estimated discounted future net cash flows from proved reserves are based on an unweighted arithmetic average of the first-day-of-the-month price for each month within the year in accordance with SEC regulations. Actual future prices and costs may differ materially from SEC regulation-compliant prices and costs used for purposes of estimating future discounted net cash flows from proved reserves. Also, actual future net cash flows may differ from these discounted net cash flows due to the amount and timing of actual production, availability of financing for capital expenditures necessary to develop the Company’s undeveloped reserves, supply and demand for oil, NGL or natural gas, increases or decreases in consumption of oil, NGL or natural gas and changes in government regulations or taxation.

In preparing its periodic reports and financial statements, the Company is required to make estimates and assumptions as of a specified date. These estimates and assumptions, including those related to oil and gas or other reserves, are based on management’s best knowledge and experience at the time, but are subject to substantial uncertainty. Changes in business plans, market conditions, commodity prices, and the pace of energy transition or new information may materially differ from estimates. If these estimates and assumptions prove to be inaccurate or materially differ from actual results, the Company’s financial position, results of operations and cash flows could be adversely affected.

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

Oil, NGL and natural gas exploration and production activities are subject to numerous risks beyond the Company’s control, including the risk that drilling will not result in commercially viable oil, NGL or natural gas production. In its development and exploration activities, the Company bears the risks of:

• Equipment failures;

• Construction delays;

• Escalating costs for, competition for, shortages of or delays in services, materials, supplies, equipment or labor or other supply chain constraints;

• Increasing prices as a result of inflation;

• Disappointing drilling results or reservoir performance;

• Actions by third-party operators of its properties;

• Delays imposed by or resulting from compliance with permits, laws, regulations or litigation and costs of drilling wells on lands subject to complex development terms or circumstances;

• Oil, NGL and natural gas gathering, transportation and processing availability, restrictions or limitations; and

• Title, property or access issues or border disputes and other associated risks that may affect its ability to profitably grow production, replace reserves and achieve its targeted returns.

Exploration is inherently risky and is subject to delays, misinterpretation of geologic or engineering data, unexpected geologic conditions or finding reserves of disappointing quality or quantity, which could have a material adverse effect on the Company’s financial condition, results of operations, cash flows and reserves.

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

Water and sand are essential inputs for the exploration and production of oil and gas. The Company’s ability to obtain water or sand for its operations may be affected by factors such as regional supply and demand, price volatility, transportation availability and other market conditions. Additionally, some government authorities have restricted the use of water subject to their jurisdiction for hydraulic fracturing. Restrictions on sourcing water or sand, increased costs or regulatory changes affecting the use of these inputs could disrupt operations, increase expenses or limit production. Compliance with evolving environmental regulations or shortages of water or sand may require the Company to curtail activities or incur additional costs. As a result, the Company may be unable to economically produce oil, NGL and natural gas, which could have a material adverse effect on its financial condition, results of operations and cash flows.

			table of contents			RISK FACTORS

The Company must also dispose of the surplus fluids produced from oil and gas operations, including produced water, either directly or through the use of third-party vendors. Legal requirements related to the subsurface injection of produced water are subject to change. In response to increased seismic activity, some states have curtailed water disposal and suspended disposal permits in seismic response areas (SRAs), particularly in deep disposal wells, and adopted additional regulations governing produced water disposal and recycling. While the Company has retained the ability to dispose of surplus produced water under applicable guidelines and regulations, increased seismicity and formation pressures, or responses to such events by agencies and companies, such as curtailing or relocating disposal, could impact the location, timing and cost of development programs and existing operations, particularly in or near SRAs. Restrictions or higher operating costs as a result of more stringent regulations, permits or government directives, potential litigation or other developments could materially impact the Company’s ability to dispose of produced water, which could have a material adverse effect on its financial condition, results of operations and cash flows.

The Company’s production from CO****2 EOR operations may decline if it is unable to obtain sufficient amounts of CO2.

CO2 EOR operations are critical to the Company’s long-term strategy. Oil production from these projects depends on reliable access to sufficient amounts of naturally occurring or anthropogenic (human-made) CO2. Supply disruptions due to, among other things, CO2 producing well and facility issues, third-party failures, regulatory constraints or market conditions could limit CO2 availability and delay or reduce production. This could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

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.

The success of acquisitions, divestitures and other transactions will depend, in part, on the Company’s ability to successfully complete and realize the anticipated benefits of such transactions. Both acquisitions and divestitures (including the OxyChem Transaction) and associated restructuring may result in the Company bearing unforeseen or greater liabilities, costs, tax consequences or regulatory or contractual issues than anticipated and divert management’s attention from ongoing business operations. In addition, in the case of acquisitions, difficulties in integrating businesses or employees may result in the failure to realize anticipated results, benefits and synergies in the expected timeframes and in operational challenges. Any of the foregoing risks associated with acquired or divested properties or businesses may have an adverse impact on the Company’s financial condition, operating results or cash flows. For further information on such transactions, see Note 4 - Acquisitions, Divestitures and Other Transactions in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

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

An Occidental subsidiary, Western Midstream Holdings, LLC, acts as the general partner of WES, a publicly traded master limited partnership. Its general partner interest in WES may increase the possibility that it could be subject to claims of breach of duties owed to WES, including claims of conflict of interest. Any such claims could increase the Company’s costs and any liability resulting from such claims could have a material adverse effect on the Company’s financial condition, operating results or cash flows.

The Company is exposed to cybersecurity, digital infrastructure and data security risks.

The Company relies on technology to enable its business operations. The increasing use of digital technology, information technology and operational technology, including services and networks maintained by the Company as well as third parties, exposes the Company to evolving threats, including unauthorized access, ransomware or other malware, service disruptions, threats to the security of facilities and infrastructure, cyber terrorism, critical infrastructure attacks, supply chain attacks and other attacks on third-party vendors. Cyber incidents, whether from insiders or external actors, such as criminals, hacktivists or nation state threat actors, could disrupt operations or compromise sensitive information, which may impact the Company’s reputation, result in regulatory penalties or result in financial losses.

Technology failures, network disruptions and breaches of data security could disrupt the Company’s operations in numerous ways, including by causing accidents, delays or losses and impacts to the Company’s workforce, customers and local communities, impeding processing of transactions and reporting financial results, and leading to the unintentional disclosure of Company, partner, customer or employee information. In addition, the Company faces risks related to the unauthorized access, theft or misuse of proprietary information, including intellectual property, trade secrets and sensitive business data. These risks may arise not only from external actors but also from current or former insiders, including former employees, contractors or other parties with prior access to the Company’s systems. Loss or compromise of proprietary information could adversely impact the Company’s competitive position, strategic initiatives or business relationships. The Company also has exposure to cybersecurity risks where its systems, data and proprietary information are accessed, collected, hosted and/or processed by third-party cloud and other service providers. The Company also faces increased risk with the growing sophistication of artificial intelligence capabilities, which may improve or expand the existing capabilities of

			table of contents			RISK FACTORS

cyber threat actors. While the Company uses advanced technologies, including AI-based tools, to strengthen its defenses and support business operations, such measures may not be successful in preventing or mitigating cyber threats.

Moreover, laws and regulations governing cybersecurity and data privacy and the unauthorized disclosure of confidential, regulated or protected information pose increasingly complex compliance challenges and potential costs, and any failure to comply with these requirements or other applicable laws and regulations in this area could result in significant regulatory penalties or other legal liabilities.

Despite robust cybersecurity measures, the Company has experienced cyber-attacks in the past and expects such threats to continue to evolve, including increasing in magnitude and sophistication. The cyber risk landscape changes over time due to a variety of internal and external factors, including during geopolitical tensions and as a result of technological developments. There can be no assurance that the Company’s cybersecurity and operational resilience measures, or the efforts of its partners, will be sufficient to prevent, identify or effectively address cybersecurity incidents. The Company may incur significant increased costs in order to continue to enhance its cybersecurity measures and to investigate and remediate cybersecurity incidents. A significant cyber incident could have a material adverse affect on the Company’s financial condition, results of operations or cash flows.

Insurance does not cover all risks, which could result in significant financial exposure.

Third-party insurance may not provide adequate, or any, coverage with respect to the risks the Company faces or the Company may be self-insured or uninsured with respect to the related losses. In addition, under certain circumstances, the Company may be liable for environmental conditions on properties that it currently owns, leases or operates that were caused by previous owners or operators of those properties. As a result, the Company may incur substantial liabilities to third parties or government entities for which it does not have sufficient insurance coverage, which could reduce or eliminate funds available for exploration, development, acquisitions or other investments, or cause it to incur losses. The Company relies on existing liquidity, financial resources and borrowing capacity to meet short-term obligations that arise from time to time, but there can be no assurance that those sources will be available or adequate. The occurrence of a significant incident, series of events or unforeseen liability for which the Company is self-insured, not fully insured or uninsured or for which the insurance recovery is significantly delayed could have a material adverse effect on the Company’s financial condition, results of operations and cash flows.

			table of contents			OTHER INFORMATION

None.

RISK MANAGEMENT AND STRATEGY

The Company has implemented and maintains processes for assessing, identifying and managing material risks from potential unauthorized occurrences on or through its information technology (IT) and industrial control systems (ICS) networks that may result in material adverse effects on the confidentiality, integrity and availability of the Company’s systems and the information residing in those systems. These include a wide variety of mechanisms, controls, technologies, methods, systems, written policies, physical safeguards and other processes designed to prevent or mitigate data loss, theft, misuse or other security incidents or vulnerabilities affecting the Company’s systems and the data it collects, processes, stores and transmits as part of its businesses.

The Company has developed a robust cybersecurity program which is reviewed by senior leadership including its CIO and other stakeholders as part of its standard general IT controls. Business network and ICS cybersecurity risks are handled by separate and dedicated Company teams and are incorporated into the Company’s enterprise risk management program.

The Company’s cybersecurity strategy is intended to mitigate cybersecurity threats identified in the risk management process and provide a framework for the Company to have appropriate administrative, technical and physical safeguards to protect its systems and data and respond effectively to cybersecurity threats. The Company’s cybersecurity program aligns with the National Institute of Standards and Technology framework and leverages people, processes and technology to identify and respond to cybersecurity threats in a timely manner. The Company relies on continuous security monitoring, penetration testing, vulnerability scanning, personnel training and other tools to identify and mitigate potential cybersecurity threats. The Company also has established cybersecurity policies that address its cybersecurity practices and controls. The Company has invested in broad cybersecurity awareness and mandatory training to educate those with access to company networks on the Company’s cybersecurity policies and best practices. The Company conducts regular phishing tests to educate, train and assess the workforce’s ability to identify malicious emails. The Company also conducts internal security audits and other readiness tests, including audits conducted by third parties and tabletop exercises, to assess and improve preparedness and promote communication and monitoring across the organization. In addition to its administrative and technical safeguards, the Company has implemented physical safeguards intended to mitigate risks to its systems. Using a standardized written evaluation and other investigative processes, the Company identifies and assesses cybersecurity risks flowing from its vendors and suppliers, and manages these using a risk-based approach.

The Company has implemented and maintains a cybersecurity incident response plan that provides the organizational and operational protocol for the Company to effectively and timely respond to cybersecurity incidents. In the event of a material cybersecurity incident, the Company’s CIO will receive regular updates and monitor detection, mitigation and remediation through reports from a team of experienced cybersecurity leaders responsible for actioning the Company’s cybersecurity incident response plan. As a material cybersecurity incident is handled by the team, the CIO will maintain communication and information flow to senior leadership as well as the Audit Committee and/or the Board, as appropriate. Cybersecurity risks and associated mitigation strategies and efforts are analyzed by senior leadership as part of the enterprise risk assessments that are reported to and discussed by the Board.

The Company’s business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, including as a result of previously identified cybersecurity incidents, but the Company cannot provide assurance that it will not be materially affected in the future by such risks or any future material incidents. For more information on the Company’s cybersecurity-related risks, see Risk Factors under Part I, Item 1A of this Form 10-K.

GOVERNANCE

BOARD

The Audit Committee of the Board oversees the Company’s IT security programs, including cybersecurity, which includes review of possible external threats and potential mitigations. The Board also reviews the Company’s cybersecurity program at least annually. In this review, the CIO briefs the full Board on cybersecurity and data protection matters, including analysis and review of the measures implemented by the Company to identify and mitigate cybersecurity risks. The Company also has protocols by which material cybersecurity incidents are to be reported to the Audit Committee and/or the Board.

SENIOR MANAGEMENT

The Company’s CIO, who has over 20 years of IT and cybersecurity experience at the Company and elsewhere, heads the team responsible for implementing and maintaining cybersecurity and data protection practices across the Company’s businesses and reports directly to the President and CEO. The Company has a centrally coordinated team, led by its CIO, responsible for implementing and maintaining cybersecurity and data protection practices across the Company. The Company’s CIO regularly reviews risk management measures and the overall cyber risk strategy implemented and maintained by the Company. The CIO receives regular updates on the Company’s cybersecurity program and monitors the

			table of contents			OTHER INFORMATION

prevention, detection, mitigation and remediation of cybersecurity incidents through reports from the Company’s cybersecurity leaders, each of whom is supported by a team of trained cybersecurity professionals. In addition to the Company’s extensive in-house cybersecurity capabilities, the Company also engages assessors, consultants, auditors or other third parties when necessary to assist with assessing, identifying and managing cybersecurity risks.

The Company has elected to use a $1 million threshold for disclosing certain proceedings arising under federal, state or local environmental laws when a government authority is a party and potential monetary sanctions are involved.

In September 2025, the New Mexico Environment Department (the Department) proposed a penalty amount to resolve alleged delayed reporting under the Department’s rules of two emission events in 2020 at an Occidental subsidiary’s facility in Lea County, New Mexico. The subsidiary is actively pursuing resolution of this matter with the Department.

For information regarding legal proceedings, see the information under Lawsuits, Claims, Commitments and Contingencies in the Management’s Discussion and Analysis section of this Form 10-K and in Note 12 - Lawsuits, Claims, Commitments and Contingencies in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

Not applicable.

			table of contents			OTHER INFORMATION

Each executive officer holds his or her office from the date of election by the Board of Directors until the first board meeting held after the next Annual Meeting of Stockholders or until his or her removal or departure or a successor is duly elected, if earlier.

The following table sets forth the executive officers of the Company as of February 18, 2026:

			table of contents			MARKET FOR REGISTRANT’S COMMON EQUITY

Part II

Occidental’s common stock is listed and traded on the NYSE under the ticker symbol “OXY.” The common stock was held by approximately 21,000 stockholders of record as of January 31, 2026, which does not include beneficial owners for whom Cede and Co. or others act as nominees.

The Company declared dividends of $0.96 per share in 2025. On February 18, 2026, the Board of Directors declared a regular quarterly dividend of $0.26 per share on common stock, over an 8% increase from the previous quarter, payable in April 2026. The declaration of future dividends is a business decision made by the Board of Directors from time to time and will depend on the Company’s financial condition and other factors deemed relevant by the Board of Directors.

In February 2023, the Company announced a share repurchase program to repurchase up to $3.0 billion of Occidental’s shares of common stock. The program does not obligate the Company to acquire any specific number of shares and may be discontinued at any time. The value remaining in the Company’s share repurchase program as of December 31, 2025 was $1.2 billion. There were no share repurchases under the Company’s share repurchase program in 2025.

			table of contents			MARKET FOR REGISTRANT’S COMMON EQUITY

The following graph compares the yearly percentage change in the Company’s cumulative total return on its common stock with the cumulative total return of the S&P 500, which includes the Company, and with the Company’s peer group over the five-year period ended December 31, 2025. The graph assumes that $100 was invested at the beginning of the five-year period shown in the graph below and that all dividends were reinvested in: (i) Occidental common stock (ii) the stock of the companies in the S&P 500; and (iii) each of the peer group companies’ common stock weighted by their relative market capitalization within the peer group.

The Company’s peer group consists of BP p.l.c., Chevron Corporation, ConocoPhillips, EOG Resources, Inc., ExxonMobil Corporation, Shell and TotalEnergies.

The information provided in this Performance Graph shall not be deemed “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C under the Exchange Act, other than as provided in Item 201 to Regulation S-K under the Exchange Act, or subject to the liabilities of Section 18 of the Exchange Act and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act except to the extent the Company specifically requests that it be treated as soliciting material or specifically incorporates it by reference.

			table of contents			MANAGEMENT’S DISCUSSION AND ANALYSIS

The following discussion should be read together with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements, which are included in this Form 10-K in Item 8 and the information set forth in Risk Factors under Part 1, Item 1A. The following sections include a discussion of results for fiscal 2025 compared to fiscal 2024 as well as certain 2023 results. The comparative results for fiscal 2024 with fiscal 2023 generally have not been included in this Form 10-K, but may be found in “Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

			table of contents			MANAGEMENT’S DISCUSSION AND ANALYSIS

GENERAL

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.

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.

STRATEGY

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 storage solutions and GHG emissions reduction efforts. The Company conducts its operations with a priority on HSE, sustainability and social responsibility. In order to maximize shareholder returns, the Company will:

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

■Deliver a sustainable and growing dividend;

■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;

■Enhance its asset base with investments in its cash-generative oil and gas business; and

■Advance integrated technologies in CO2, power and midstream to enable differentiated resource recovery and value.

OXYCHEM TRANSACTION

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.

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.

CAPITAL INVESTMENT

In 2025, the Company invested $5.6 billion in high-return oil and gas assets to generate long-term free cash flow throughout the commodity cycle. In the midstream and marketing segment, the Company invested $0.7 billion before contributions from noncontrolling interest, primarily related to STRATOS.

DEBT

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.

As of the date of this filing, the principal debt outstanding was approximately $15 billion, of which $24 million is due in 2026, $48 million in 2027, $14 million in 2028, $367 million in 2029 and $14.6 billion due in 2030 and thereafter.

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.

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GENERAL

The Company’s results are sensitive to fluctuations in oil, NGL and natural gas prices. Price changes at global prices and levels of production affect the Company’s budgeted 2026 pre-tax cash by approximately $240 million for a $1 per barrel change in WTI price and approximately $25 million for a $1 per barrel change in Brent price. If domestic natural gas prices varied by $0.50 per Mcf, it would have an estimated annual effect on the Company’s budgeted 2026 pre-tax cash of approximately $120 million. These price-change sensitivities include the impact of PSC and similar contract volume changes on income. If production levels differ from the Company’s 2026 budgeted production, the sensitivity of the Company’s results to prices also will change. Marketing results are sensitive to price changes of oil, natural gas and, to a lesser degree, NGL, sulfur and CO2. A $0.25 change in the Midland-to-Gulf-Coast oil spreads impacts budgeted 2026 pre-tax cash by approximately $55 million.

RISK MANAGEMENT

The Company conducts its risk management activities for marketing and trading under the controls and governance of its risk policies. The controls under these policies are implemented and enforced by regulatory compliance and market and credit risk groups which monitor risks by providing independent and separate evaluations and checks. Controls for these activities include limits on value at risk, credit and asset hedges as well as segregation of duties, delegation of authority, price verifications and review of various key performance indicators.

FAIR VALUE OF MARKETING DERIVATIVE CONTRACTS

The Company carries derivative contracts it enters into in connection with its marketing activities at fair value. Fair values for these contracts are derived from Level 1 and Level 2 sources. The fair values in future maturity periods are insignificant.

The following table shows the fair value of the Company’s derivatives (excluding collateral), segregated by maturity periods and by methodology of fair value estimation:

QUANTITATIVE INFORMATION

The Company uses value at risk to estimate the potential effects of changes in fair values of commodity contracts used in trading activities. This measure determines the maximum potential negative one day change in fair value with a 95% level of confidence. Additionally, the Company uses complementary trading limits including position and tenor limits and maintains liquid positions as a result of which market risk typically can be neutralized or mitigated on short notice. As a result of these controls, the Company believes that the market risk of its trading activities is not reasonably likely to have a material adverse effect on its performance.

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GENERAL

As of December 31, 2025, the Company had fixed rate debt with a fair value of $19.4 billion outstanding. A 25-basis point change in Treasury rates would change the fair value of the fixed rate debt approximately $300 million.

As of December 31, 2025, the Company had variable rate debt with a notional value of $1.3 billion outstanding. A 25-basis point increase in SOFR interest rates would increase gross interest expense $3.0 million per year.

The table below provides information about the Company’s long-term debt obligations as of December 31, 2025. Debt amounts represent principal payments by maturity date.

(a)Excluded unamortized debt premiums, net of $1.1 billion and debt issuance costs of $84 million. See Note 5 Long-Term Debt for information regarding debt activity at the date of filing.

The Company’s international operations have limited currency risk. The Company manages its exposure primarily by balancing monetary assets and liabilities and limiting cash positions in foreign currencies to levels necessary for operating purposes. A vast majority of international oil sales are denominated in United States dollars. Additionally, all of the Company’s consolidated international oil and gas subsidiaries have the United States dollar as the functional currency. The effect of exchange rates on transactions in foreign currencies is included in periodic income.

The majority of the Company’s counterparty credit risk is related to the physical delivery of energy commodities to its customers and any inability of these customers to meet their settlement commitments. The Company manages credit risk by selecting counterparties that it believes to be financially strong, by entering into netting arrangements with counterparties and by requiring collateral or other credit risk mitigants, as appropriate. The Company actively evaluates the creditworthiness of its counterparties, assigns appropriate credit limits and monitors credit exposures against those assigned limits. The Company also enters into futures contracts through regulated exchanges with select clearinghouses and brokers, which are subject to minimal credit risk, if any.

As of December 31, 2025, the substantial majority of the credit exposures were with investment grade counterparties. The Company believes its exposure to credit-related losses as of December 31, 2025 was not material and losses associated with credit risk have been insignificant for all years presented.

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			table of contents			FINANCIAL STATEMENTS REPORT

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Occidental Petroleum Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Occidental Petroleum Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 18, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the acco

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The Company had no changes in, and no disagreements with, the Company’s accountants on accounting and financial disclosure.

The management of Occidental Petroleum Corporation and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Consolidated Financial Statements for external purposes in accordance with GAAP. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and divestitures of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of the Company’s internal control system as of December 31, 2025, based on the criteria for effective internal control over financial reporting described in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management believes that, as of December 31, 2025, the Company’s system of internal control over financial reporting is effective.

The Company’s independent auditors, KPMG LLP, have issued an audit report on the Company’s internal control over financial reporting.

The Company’s President and Chief Executive Officer and its Senior Vice President and Chief Financial Officer supervised and participated in the Company’s evaluation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s President and Chief Executive Officer and Senior Vice President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025.

INSIDER TRADING ARRANGEMENTS

During the three months ended December 31, 2025, no director or Section 16 officer of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

None.

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Part III

The Company’s Code of Business Conduct applies to the President and Chief Executive Officer, Senior Vice President and Chief Financial Officer, Vice President, Chief Accounting Officer and Controller and persons performing similar functions. The Code of Business Conduct also applies to the Company’s directors, employees and the employees of entities which it controls. The Code of Business Conduct is posted on the Company’s website, www.oxy.com. The Company will satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, any provision of the Code of Business Conduct by disclosing the nature of that amendment or waiver on its website within four business days following the date of the amendment or waiver.

The list of the Company’s executive officers and related information under Information About Our Executive Officers set forth in Part I of this 10-K is incorporated by reference herein. The information required by this Item 10 is incorporated herein by reference from the Company’s definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days of December 31, 2025.

The information under the caption “Compensation Discussion and Analysis - Compensation Committee Report” shall not be deemed to be “soliciting material,” or to be “filed” with the SEC, or subject to Regulation 14A or 14C under the Exchange Act or to the liabilities of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933. The information required by this Item 11 is incorporated herein by reference from the Company’s definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days of December 31, 2025.

All of the Company’s stock-based compensation plans for its employees and non-employee directors have been approved by the stockholders. The aggregate number of shares of Occidental common stock authorized for issuance under such plans is approximately 188 million, of which approximately 14.4 million had been reserved for issuance through December 31, 2025. The following is a summary of the securities available for issuance under such plans:

(1)Includes shares reserved to be issued pursuant to RSUs, stock options and performance-based awards. Shares for performance-based awards are included assuming maximum payout, but may be paid out at lesser amounts, or not at all, according to achievement of performance goals.

(2)Price applies only to the Options included in column (a). Exercise price is not applicable to the other awards included in column (a), nor to warrants not issued under equity compensation plans.

(3)A plan provision requires each share covered by an award (other than stock appreciation rights and Options) to be counted as if three shares were issued in determining the number of shares that are available for future awards. Accordingly, the number of shares available for future awards may be less than the amount shown depending on the type of award granted. Additionally, under the plan, the amount shown may increase, depending on the award type, by the number of shares currently unvested or forfeitable, or three times that number as applicable, that are forfeited or canceled, or correspond to the portion of any stock-based awards settled in cash.

The information required by this Item 12 is incorporated herein by reference from the Company’s definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days of December 31, 2025.

The information required by this Item 13 is incorporated herein by reference from the Company’s definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days of December 31, 2025.

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The Company’s independent registered public accounting firm is KPMG LLP, Houston, TX, Auditor Firm ID: 185.

The information about its principal accountant, KPMG LLP, Houston, Texas (185) required by this Item 14 is incorporated herein by reference from the Company’s definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A within 120 days of December 31, 2025.

Part IV

The agreements included as exhibits to this report are included to provide information about their terms and not to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement that were made solely for the benefit of the other agreement parties and:

■Should not be treated as categorical statements of fact, but rather as a way of allocating the risk among the parties if those statements prove to be inaccurate;

■Have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

■May apply standards of materiality in a way that is different from the way investors may view materiality; and

■Were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

(a) (1) and (2). Financial Statements and Financial Statement Schedule

Reference is made to Item 8 of the Table of Contents of the Form 10-K, where these documents are listed.

(a) (3). Exhibits

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None.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.