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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

☑Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year endedDecember 31, 2025For the transition period from to

Commission File Number 1-9210

Occidental Petroleum Corporation

(Exact name of registrant as specified in its charter)

State or other jurisdiction of incorporation or organizationDelaware
I.R.S. Employer Identification No.95-4035997
Address of principal executive offices5 Greenway Plaza, Suite 110Houston,Texas
Zip Code77046
Registrant’s telephone number, including area code(713)215-7000

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

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $0.20 par valueOXYNew York Stock Exchange
Warrants to Purchase Common Stock, $0.20 par valueOXY WSNew York Stock Exchange

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.

Large Accelerated Filer☑Accelerated Filer☐Emerging Growth Company☐
Non-Accelerated Filer☐Smaller Reporting Company☐

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.

TABLE OF CONTENTSPAGE
Part I
Items 1 and 2.Business and Properties3
General3
Human Capital Resources3
Environmental Regulation5
Available Information5
Oil and Gas Operations6
Midstream and Marketing Operations7
Item 1A.Risk Factors8
Item 1B.Unresolved Staff Comments16
Item 1C.Cybersecurity16
Item 3.Legal Proceedings17
Item 4.Mine Safety Disclosures17
Information about Executive Officers18
Part II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities19
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations21
Item 7A.Quantitative and Qualitative Disclosures About Market Risk52
Item 8.Financial Statements and Supplementary Data54
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure125
Item 9A.Controls and Procedures125
Item 9B.Other Information125
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections125
Part III
Item 10.Directors, Executive Officers and Corporate Governance126
Item 11.Executive Compensation126
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters126
Item 13.Certain Relationships and Related Transactions and Director Independence126
Item 14.Principal Accounting Fees and Services127
Part IV
Item 15.Exhibits and Financial Statement Schedules127
Item 16.Form 10-K Summary129
ABBREVIATIONS AND DEFINED TERMS USED WITHIN THIS DOCUMENT
AOCAdministrative Order on Consent
AnadarkoAnadarko Petroleum Corporation and its consolidated subsidiaries
AndesAndes Petroleum Ecuador Ltd.
AROasset retirement obligations
ASCAccounting Standards Codification
Bcfbillions of cubic feet
Bcf/dbillions of cubic feet per day
Berkshire HathawayBerkshire Hathaway Inc., a related party
Berkshire WarrantStock warrant issued on August 8, 2019 to Berkshire Hathaway with a $59.59 strike price
BlackRockBlackRock Inc., which has formed a joint venture with the Company on the construction of STRATOS
the BoardOccidental Board of Directors
Boebarrels of oil equivalent
CADCanadian dollar
CCUScarbon capture, utilization and storage
CERCLAComprehensive Environmental Response, Compensation, and Liability Act
CEOchief executive officer
CIOchief information officer
CO2carbon dioxide
CODMchief operating decision maker
Common Stock WarrantsStock warrants issued to holders of Occidental common stock with a strike price of $22.00, listed on the NYSE under the symbol “OXY.WS”
the CompanyOccidental Petroleum Corporation, a Delaware corporation, and/or one or more entities in which it owns a controlling interest (subsidiaries)
CROCEcash return on capital employed
CROCEIcash return on capital employed incentive
CrownRockCrownRock, L.P.
CrownRock Acquisitionacquisition of all of the outstanding partnership interests of CrownRock by the Company
DACdirect air capture
DASSDiamond Alkali Superfund Site
DD&Adepreciation, depletion and amortization
DELDolphin Energy Limited
DJDenver-Julesburg
DOEU.S. Department of Energy
DOJU.S. Department of Justice
DSCCDiamond Shamrock Chemicals Company
ECMCColorado Energy and Carbon Management Commission, formerly the Colorado Oil & Gas Conservation Commission
EORenhanced oil recovery
EPAU.S. Environmental Protection Agency
EPSearnings per share
Exchange ActSecurities Exchange Act of 1934
FCFFree cash flow
GAAPGenerally accepted accounting principles
GHGgreenhouse gas, primarily including carbon dioxide and methane
GOAGulf of America
HSEhealth, safety and environmental
IRAInflation Reduction Act
IRSInternal Revenue Service
Kerr-McGeeKerr-McGee Corporation and certain of its subsidiaries
MaxusMaxus Energy Corporation
Mbblthousands of barrels
Mbbl/dthousands of barrels per day
Mboethousands of barrels of oil equivalent
Mboe/dthousands of barrels of oil equivalent per day
ABBREVIATIONS AND DEFINED TERMS USED WITHIN THIS DOCUMENT
Mcfthousands of cubic feet
MMbblmillions of barrels
MMbtumillion British thermal units
MMcfmillions of cubic feet
MMcf/dmillions of cubic feet per day
NAVnet asset value
NCInoncontrolling interest
NEPANational Environmental Policy Act
NGLnatural gas liquids
NPLNational Priorities List
NYMEXNew York Mercantile Exchange
NYSENew York Stock Exchange
OBBBAOne Big Beautiful Bill Act
OccidentalOccidental Petroleum Corporation, a Delaware corporation
OCIother comprehensive income
OECDOrganization for Economic Cooperation and Development
OLCVOxy Low Carbon Ventures, LLC and its consolidated subsidiaries
OPECOrganization of the Petroleum Exporting Countries
OTCover-the-counter
OUoperable unit
OxyChemOccidental Chemical Corporation, a Texas corporation, and its consolidated subsidiaries
OxyChem Transactionthe sale of all of the issued and outstanding equity interests in OxyChem to Berkshire Hathaway pursuant to a purchase and sale agreement dated October 2, 2025, which closed on January 2, 2026
the Plansthe stockholder-approved 2015 Long-Term Incentive Plan, as amended and restated, for certain employees and directors and the Phantom Share Unit Award Plan
PP&Eproperty, plant and equipment
PSCproduction sharing contracts
PUDproved undeveloped
RCFrevolving credit facility
Reserves CommitteeCorporate Reserves Review Committee
RODRecord of Decision
RSUsrestricted stock units
Ryder ScottRyder Scott Company, L.P.
S&P 500Standard & Poor’s 500 Stock Index
SECU.S. Securities and Exchange Commission
SOFRSecured Overnight Financing Rate
Sonatrachthe national oil and gas company of Algeria
SPEESociety of Petroleum Evaluation Engineers
STEPStrategic Technical Excellence Program
STRATOSthe Company’s first large-scale DAC facility in Ector County, Texas
TSRItotal shareholder return incentive
UAEUnited Arab Emirates
Wahanatural gas trading hub in the Permian Basin
WESWestern Midstream Partners, LP
WTIWest Texas Intermediate
Form 10-Kthe Company’s Annual Report on Form 10-K for the year ended December 31, 2025
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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.

GENERAL

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.

HUMAN CAPITAL RESOURCES

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:

North AmericaMiddle EastLatin AmericaOther (a)Total (b)
Union—409——409
Non-Union6,7933,0326711110,003
Total6,7933,4416711110,412

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

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

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ENVIRONMENTAL REGULATION

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.

AVAILABLE INFORMATION

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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OIL AND GAS OPERATIONS

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.

202520242023
OilNGLGasBoe(a)OilNGLGasBoe(a)OilNGLGasBoe(a)
Proved Reserves
United States1,8249905,8423,7881,8321,0605,3943,7911,6008024,2353,108
International3381601,9038153031762,0498213401812,117874
Total2,1621,1507,7454,6032,1351,2367,4434,6121,9409836,3523,982
Sales Volumes
United States22610564343820910254840219590480365
International401418685381419184391317681
Total266119829523247116739486234103656446

(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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MIDSTREAM AND MARKETING OPERATIONS

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:

LocationDescriptionCapacity (a)
Gas Plants
Texas, New Mexico and ColoradoCompany and third-party-operated natural gas/CO2 gathering, compression and processing systems2.2 Bcf/d
Texas, Rocky Mountains and OtherEquity investment in WES, which owns and operates gas processing facilities5.8 Bcf/d
UAENatural gas processing facilities for Al Hosn Gas1.45 Bcf/d
Pipelines and Gathering Systems
Texas, New Mexico and ColoradoCO2 fields and pipeline systems transporting CO2 to oil and gas producing locations2.8 Bcf/d
Qatar, UAE and OmanEquity investment in the DEL natural gas pipeline3.2 Bcf/d
United StatesEquity investment in WES involved in gathering and transportation14,910 miles of pipeline
OLCV
TexasCompany-owned solar generation facility16.8 megawatts of electricity
TexasEquity investment in a low emissions natural gas based power generation demonstration facilityup to 50 megawatts of electricity
Texas and LouisianaFive CO2 sequestration hubs under developmentover 310,000 acres

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

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Next: Item 1A. RISK FACTORS