Occidental Petroleum (OXY) 10-K risk factor changes: FY2025 vs FY2024

Volatile global and local commodity pricing strongly affects [removed: Occidental’s] [added: the Company’s] results of operations.

[removed: Occidental’s] [added: The Company’s] financial results correlate closely to the prices it obtains for its products, particularly oil and, to a lesser extent, [removed: NGL, natural gas] [added: NGL] and [removed: chemical products.][added: natural gas.]

Prices are determined by global and local market forces which are not in [removed: Occidental’s] [added: the Company’s] control.

[removed: ■Worldwide] [added: - Domestic] and [removed: domestic] [added: international] supplies of, and demand for, oil, NGL, natural gas and refined products;

[removed: ■The] [added: - The] cost of exploring for, developing, producing, refining and marketing oil, NGL, natural gas and refined products;

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

[removed: ■Changes] [added: - Changes] in weather patterns and climate;

[removed: ■The worldwide] [added: - 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;

[removed: ■The] [added: - The] price and availability of and demand for alternative and competing [removed: fuels and emissions reducing technology;][added: fuels;]

[removed: ■Technological] [added: - The effect of energy conservation efforts and technological] advances affecting energy consumption and supply;

[removed: ■Government] [added: - Government] policies and support and market demand for low-carbon technologies;

[removed: ■Domestic] [added: - Domestic] and international [removed: government] [added: laws,] regulations, tariffs and taxes, [removed: including those] [added: shareholder activism or activities by advocacy groups] that restrict the [added: exploration, development, production,] import or export of hydrocarbons and other products and goods;

[removed: ■Additional] [added: - Additional] or increased nationalization and expropriation activities by [removed: international] governments;

[removed: ■The] [added: - The] impact and uncertainty of [removed: world] [added: significant] health events, including pandemics and epidemics; [added: and]

[removed: ■The] [added: - The] effect of releases from or replenishment of the U.S. Strategic Petroleum [removed: Reserve;][added: Reserve.]

[removed: ■Global inventory levels and general] [added: - General] economic conditions, including [removed: potential] [added: domestic or international] economic slowdowns or [removed: recessions, domestically or internationally.][added: recessions;]

The long-term effects of these and other conditions on the prices of oil, [removed: NGL,] [added: NGL and] natural gas [removed: and chemical products] are uncertain and there can be no assurance that the demand or pricing for [removed: Occidental’s] [added: the Company’s] products will follow historic [removed: patterns in the near term.][added: patterns.]

Prolonged or substantial decline, or sustained market uncertainty, in these commodity prices may have the following effects on [removed: Occidental’s businesses:][added: the Company’s business:]

[removed: ■Adversely] [added: - Adversely] affect [removed: Occidental’s] [added: the Company’s] financial condition, results of operations, [removed: liquidity,] [added: cash flows,] ability to reduce debt, access to and cost of capital, and ability to finance planned capital expenditures or planned acquisitions, pay dividends [removed: and] [added: or] repurchase shares;

[removed: ■Reduce] [added: - Reduce] the amount of oil, NGL and natural gas that [removed: Occidental] [added: the Company] can produce economically;

[removed: ■Cause Occidental] [added: - Cause the Company] to delay or postpone [removed: some of its] capital projects;

[removed: ■Reduce] [added: - Reduce] the amounts of [removed: Occidental’s] [added: the Company’s] estimated proved oil, NGL and natural gas reserves;

[removed: ■Reduce] [added: - Reduce] the standardized measure of discounted future net cash flows relating to oil, NGL and natural gas reserves; and

[removed: ■Adversely affect] [added: - Adversely impact] the ability of [removed: Occidental’s] [added: the Company’s] partners to fund their working interest capital requirements.

Generally, [removed: Occidental’s] [added: the Company’s] historical practice has been to remain exposed to the market prices of [removed: commodities.][added: commodities at the corporate level.]

As of December 31, [removed: 2024,] [added: 2025,] there were no [removed: active] commodity hedges in place.

Commodity price risk management activities may prevent [removed: Occidental] [added: the Company] from fully benefiting from price increases and may expose it to regulatory, counterparty credit and other risks.

| [removed: ] [added: ] | | | *[table of [removed: contents](#i105837b6a5764b9dbc1ef76972e57266_13)*] [added: contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)*] | | | RISK FACTORS | | |

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

In accordance with [removed: Accounting Standards Codification (ASC)] [added: ASC] Topic 740’s guidance on the accounting for uncertain tax positions, [removed: as of December 31, 2024, Occidental had] [added: the Company has not] recorded [removed: no] [added: a] tax benefit [removed: on] [added: for] the tentative cash tax refund [added: or for the additional cash tax benefits realized from the utilization] of [removed: $881 million.][added: tax attributes associated with the claimed deduction.]

For additional [removed: information on income taxes,] [added: discussion of some of these matters,] see [removed: [Note 10 -] [added: [Note](#i3e08c9a291fc4ad3b5a1f6e16b402c77_190) [9](#i3e08c9a291fc4ad3b5a1f6e16b402c77_190) [-] Income [removed: Taxes](#i105837b6a5764b9dbc1ef76972e57266_202)] [added: Taxes](#i3e08c9a291fc4ad3b5a1f6e16b402c77_190)] in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

[removed: From time to time, Occidental] [added: Periodically, the Company] has relied on access to capital markets for funding.

[removed: Occidental’s ability] [added: The Company’s future access] to [removed: obtain additional financing] [added: capital markets and/or availability at favorable terms] or [removed: refinancing] [added: 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, [removed: Occidental’s performance,] investor sentiment, risks impacting financial institutions [removed: and] [added: or] the credit markets more broadly [removed: and Occidental’s] [added: and/or the Company’s performance, credit ratings or] ability to meet existing debt [removed: compliance requirements.][added: obligations.]

If [removed: Occidental] [added: the Company] is unable to generate sufficient funds from its operations or complete [removed: planned] divestitures on favorable [removed: terms] [added: terms,] or at [removed: all] [added: all,] to [removed: satisfy] [added: fund] its capital requirements, including its existing debt obligations, or to raise additional capital on acceptable terms, [removed: Occidental’s businesses,] [added: the Company’s] financial condition, results of operations, cash flows and/or stock price could be adversely affected.

[removed: In addition, Occidental] [added: The Company] is regularly evaluated by the major [added: credit] rating agencies based on [removed: a number of] [added: numerous] factors, including its financial [removed: strength and] [added: strength,] conditions affecting the oil and gas industry [removed: generally.][added: and commodity price outlooks.]

| [removed: ] [added: ] | | | *[table of [removed: contents](#i105837b6a5764b9dbc1ef76972e57266_13)*] [added: contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)*] | | | RISK FACTORS | | |

[removed: ■] [added: -] Uncertain or volatile political, [removed: social,] [added: social] and economic conditions;

[removed: ■ Social] [added: - Political instability, social] unrest, [removed: acts of] terrorism, [removed: war,] [added: war] or [removed: other] armed conflict;

[removed: ■] [added: -] Public health crises [removed: and] [added: or] other catastrophic events, such as pandemics;

[removed: ■] [added: -] Confiscatory taxation or other adverse tax [removed: policies;][added: policies or currency controls;]

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.

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.

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

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

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.

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.

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.

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.

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.

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:

- Trade regulations, tariffs or sanctions;

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

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

- 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;

- 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.

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.

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.

If the prices of oil, NGL or natural gas continue to be volatile or decline, Occidental’s operations, financial condition, cash flows, level of expenditures and the quantity of estimated proved reserves that may be attributed to its properties may be materially and adversely affected.

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

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

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

■Volatility in commodity markets;

■The effect of energy conservation efforts; and

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

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

The prices obtained for OxyChem’s products correlate to the strength of the United States and global economies, as well as chemical industry expansion and contraction cycles.

OxyChem also depends on feedstocks and energy to produce chemicals, which are commodities subject to significant price fluctuations.

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In April 2014, Anadarko and Kerr-McGee entered into a settlement agreement for $5.2 billion, resolving, among other things, all claims that were or could have been asserted in connection with the May 2009 lawsuit filed by Tronox against Anadarko and Kerr-McGee in the U.S. Bankruptcy Court for the Southern District of New York.

After the settlement became effective in January 2015, Anadarko paid $5.2 billion and deducted this payment on its 2015 federal income tax return.

Due to the deduction, Anadarko had a net operating loss carryback for 2015, which resulted in a tentative tax refund of $881 million in 2016.

The IRS audited Anadarko’s tax position regarding the deductibility of the payment and in September 2018 issued a statutory notice of deficiency rejecting Anadarko’s refund claim.

Anadarko disagreed and, in November 2018, filed a petition with the U.S. Tax Court to dispute the disallowance.

Trial was held in May 2023.

The parties filed post-trial briefs throughout 2023 and 2024.

Closing arguments were held in May 2024.

The Tax Court may issue an opinion at any time.

If the Tax Court opines that all or a portion of the original $5.2 billion deduction is not deductible, a computation phase will commence where the parties will compute the tax amount to be included in the Tax Court’s decision.

Once the parties submit their computation, the Tax Court judge will formally enter the decision reflecting the computed tax amount.

To pursue an appeal of the Tax Court’s decision, any tax due as a result of the Tax Court’s decision must be fully bonded or paid within 90 days of the decision’s entry.

If Anadarko does not pursue an appeal, the IRS will assess any resulting tax deficiency, including interest, and issue a notice demanding payment thereof.

Additionally, Occidental has recorded no tax benefit on approximately $500 million of additional cash tax benefits realized from the utilization of tax attributes generated as a result of the deduction of the $5.2 billion Tronox Adversary Proceeding settlement payment in 2015.

If the payment is ultimately determined not to be deductible, Occidental would be required to repay the tentative refund received, plus other cash benefits received related to the $5.2 billion deduction, plus interest, which as of December 31, 2024 totaled approximately $2.1 billion and could have a material adverse effect on its liquidity and consolidated balance sheets.

Occidental’s Consolidated Financial Statements include an uncertain tax position for the approximate repayment of $1.4 billion in federal and state taxes plus accrued interest of approximately $760 million.

This amount is not covered by insurance.

Occidental’s indebtedness may make it more vulnerable to economic downturns and adverse developments in its businesses.

Downgrades in Occidental’s credit ratings or future increases in interest rates may negatively impact Occidental’s cost of capital and ability to access capital markets.

Occidental’s level of indebtedness, including indebtedness incurred in connection with the CrownRock Acquisition, could increase its vulnerability to adverse changes in general economic and industry conditions, economic downturns and adverse developments in its businesses or limit Occidental’s flexibility in planning for or reacting to changes in its businesses and the industries in which it operates.

Occidental’s ability to access credit and capital markets may be restricted at a time when it would like, or need, access to those markets, which could constrain its flexibility to react to changing economic and business conditions.

Occidental and other industry companies have had their ratings reduced in the past due to negative commodity price outlooks.

These major rating agencies are now considering environmental, social and governance (ESG) attributes when assessing credit profiles.

While these assessments have limited impact today, they have the potential to pressure credit ratings over time.

Any downgrade in Occidental’s credit rating or announcement that its credit rating is under review for possible downgrade could increase the cost associated with any additional indebtedness Occidental incurs or limit or impair Occidental’s access to additional indebtedness, financial assurance, or other forms of liquidity.

As of the date of this filing, Occidental’s long-term debt was rated BBB- by Fitch Ratings, Baa3 by Moody’s Investors Service and BB+ by Standard and Poor’s.

The following sections include a discussion of results for fiscal [removed: 2024] [added: 2025] compared to fiscal [removed: 2023] [added: 2024] as well as certain [removed: 2022] [added: 2023] results.

The comparative results for fiscal [removed: 2023] [added: 2024] with fiscal [removed: 2022] [added: 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, [removed: 2023.][added: 2024.]

| Current Business Outlook and [removed: [Strategy](#i105837b6a5764b9dbc1ef76972e57266_79)] [added: [Strategy](#i3e08c9a291fc4ad3b5a1f6e16b402c77_85)] | | | [removed: [28](#i105837b6a5764b9dbc1ef76972e57266_79)] [added: [22](#i3e08c9a291fc4ad3b5a1f6e16b402c77_85)] | | |

| [Oil and Gas [removed: Segment](#i105837b6a5764b9dbc1ef76972e57266_82)] [added: Segment](#i3e08c9a291fc4ad3b5a1f6e16b402c77_88)] | | | [removed: [30](#i105837b6a5764b9dbc1ef76972e57266_82)] [added: [24](#i3e08c9a291fc4ad3b5a1f6e16b402c77_88)] | | |

| [Midstream and Marketing [removed: Segment](#i105837b6a5764b9dbc1ef76972e57266_88)] [added: Segment](#i3e08c9a291fc4ad3b5a1f6e16b402c77_94)] | | | [removed: [40](#i105837b6a5764b9dbc1ef76972e57266_88)] [added: [34](#i3e08c9a291fc4ad3b5a1f6e16b402c77_94)] | | |

| [Segment Results of Operations [removed: and](#i105837b6a5764b9dbc1ef76972e57266_91)] [added: and](#i3e08c9a291fc4ad3b5a1f6e16b402c77_97)] Items Affecting Comparability | | | [removed: [42](#i105837b6a5764b9dbc1ef76972e57266_91)] [added: [36](#i3e08c9a291fc4ad3b5a1f6e16b402c77_97)] | | |

| [Income [removed: Taxes](#i105837b6a5764b9dbc1ef76972e57266_94)] [added: Taxes](#i3e08c9a291fc4ad3b5a1f6e16b402c77_100)] | | | [removed: [47](#i105837b6a5764b9dbc1ef76972e57266_94)] [added: [42](#i3e08c9a291fc4ad3b5a1f6e16b402c77_100)] | | |

| [Consolidated Results of [removed: Operations](#i105837b6a5764b9dbc1ef76972e57266_97)] [added: Operations](#i3e08c9a291fc4ad3b5a1f6e16b402c77_103)] | | | [removed: [48](#i105837b6a5764b9dbc1ef76972e57266_97)] [added: [39](#i3e08c9a291fc4ad3b5a1f6e16b402c77_103)] | | |

| [Liquidity and Capital [removed: Resources](#i105837b6a5764b9dbc1ef76972e57266_100)] [added: Resources](#i3e08c9a291fc4ad3b5a1f6e16b402c77_106)] | | | [removed: [49](#i105837b6a5764b9dbc1ef76972e57266_100)] [added: [43](#i3e08c9a291fc4ad3b5a1f6e16b402c77_106)] | | |

| [Lawsuits, Claims, Commitments and [removed: Contingencies](#i105837b6a5764b9dbc1ef76972e57266_115)] [added: Contingencies](#i3e08c9a291fc4ad3b5a1f6e16b402c77_115)] | | | [removed: [51](#i105837b6a5764b9dbc1ef76972e57266_115)] [added: [45](#i3e08c9a291fc4ad3b5a1f6e16b402c77_115)] | | |

| [removed: [Environmental](#i105837b6a5764b9dbc1ef76972e57266_118) [Expenditures](#i105837b6a5764b9dbc1ef76972e57266_118)] [added: [Environmental Expenditures](#i3e08c9a291fc4ad3b5a1f6e16b402c77_118)] | | | [removed: [52](#i105837b6a5764b9dbc1ef76972e57266_118)] [added: [46](#i3e08c9a291fc4ad3b5a1f6e16b402c77_118)] | | |

| Global [removed: [Investments](#i105837b6a5764b9dbc1ef76972e57266_121)] [added: [Investments](#i3e08c9a291fc4ad3b5a1f6e16b402c77_121)] | | | [removed: [52](#i105837b6a5764b9dbc1ef76972e57266_121)] [added: [46](#i3e08c9a291fc4ad3b5a1f6e16b402c77_121)] | | |

| [Critical Accounting Policies and [removed: Estimates](#i105837b6a5764b9dbc1ef76972e57266_124)] [added: Estimates](#i3e08c9a291fc4ad3b5a1f6e16b402c77_124)] | | | [removed: [53](#i105837b6a5764b9dbc1ef76972e57266_124)] [added: [47](#i3e08c9a291fc4ad3b5a1f6e16b402c77_124)] | | |

| [Safe Harbor Discussion Regarding Outlook and Other Forward-Looking [removed: Data](#i105837b6a5764b9dbc1ef76972e57266_130)] [added: Data](#i3e08c9a291fc4ad3b5a1f6e16b402c77_127)] | | | [removed: [57](#i105837b6a5764b9dbc1ef76972e57266_130)] [added: [51](#i3e08c9a291fc4ad3b5a1f6e16b402c77_127)] | | |

| [removed: ] [added: ] | | | *[table of [removed: contents](#i105837b6a5764b9dbc1ef76972e57266_13)*] [added: contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)*] | | | MANAGEMENT’S DISCUSSION AND ANALYSIS | | |

In [removed: 2024,] [added: 2025,] compared to [removed: 2023,] [added: 2024,] the average annual WTI price per barrel decreased to [removed: $75.72] [added: $64.81] from [removed: $77.64,] [added: $75.72,] and the average annual Brent price per barrel decreased to [removed: $79.79] [added: $68.18] from [removed: $82.25.][added: $79.79.]

It is expected that the price of oil will be volatile for the foreseeable future given the [removed: current] [added: ongoing] geopolitical risks, [removed: impact of] the evolving macro-economic environment [removed: on energy demand, future actions by] [added: and supply activity from] OPEC and non-OPEC oil producing [removed: countries, geopolitical risks, and the U.S. Government's management of the U.S. Strategic Petroleum Reserve.][added: countries.]

Seasonality is not a primary driver of changes in [removed: Occidental's] [added: the Company’s] consolidated quarterly earnings.

[removed: Occidental] [added: The Company] works to manage inflation impacts by capitalizing on operational efficiencies, locking in pricing on [removed: longer term] [added: longer-term] contracts and working closely with vendors to secure the supply of critical materials.

[removed: Occidental] [added: The Company] is focused on delivering a unique shareholder value proposition with its portfolio of oil and [removed: gas, chemicals] [added: gas] and midstream and marketing [removed: assets] [added: assets,] as well as its ongoing development of carbon management and storage solutions and GHG emissions reduction efforts.

[removed: Occidental] [added: The Company] conducts its operations with a priority on HSE, sustainability and social responsibility.

In order to maximize shareholder returns, [removed: Occidental] [added: the Company] will:

[removed: ■ Deliver] [added: ■Deliver] a sustainable and growing dividend;

[removed: ■ Enhance] [added: ■Enhance] its asset base [removed: and reserves] with investments in its cash-generative oil and gas [added: business;] and [removed: chemical businesses;]

[removed: ■ Prioritize] [added: ■Prioritize] excess cash flow and [removed: the] proceeds from [removed: asset divestitures] [added: divestitures, including the OxyChem Transaction,] for deleveraging until principal debt is [removed: below $15 billion.][added: approximately $14.3 billion, after which available cash will be allocated to opportunistic share repurchases and/or further net debt reduction;]

In [removed: 2024, Occidental] [added: 2025, the Company] invested [removed: $7.0] [added: $5.6] billion in high-return [added: oil and gas] assets to generate long-term free cash flow throughout the commodity cycle.

For [added: detailed] information on [removed: Occidental's] [added: the Company’s] debt activity, see [removed: [Note](#i105837b6a5764b9dbc1ef76972e57266_178) [6](#i105837b6a5764b9dbc1ef76972e57266_178)] [added: [Note](#i3e08c9a291fc4ad3b5a1f6e16b402c77_175) [5](#i3e08c9a291fc4ad3b5a1f6e16b402c77_175)] [- Long-Term [removed: Debt](#i105837b6a5764b9dbc1ef76972e57266_178)] [added: Debt](#i3e08c9a291fc4ad3b5a1f6e16b402c77_175)] in the notes to the Consolidated Condensed Financial Statements in Part II, Item 8 of this Form [removed: 10-K for additional information.][added: 10-K.]

Capital is returned to shareholders through [removed: Occidental’s] [added: the Company’s] dividend and share repurchases.

In [removed: 2024, Occidental] [added: 2025, the Company] declared dividends to common shareholders of [removed: $814] [added: $945] million, or [removed: $0.88] [added: $0.96] per share.

As of December 31, [removed: 2024,] [added: 2025,] $1.2 billion remained of [removed: Occidental’s] [added: the Company’s] $3.0 billion share repurchase program, which the Board authorized in February 2023.

[removed: Following] [added: After using] the [removed: CrownRock Acquisition, Occidental’s] [added: proceeds from the OxyChem Transaction to reduce the principal of outstanding debt to approximately $15 billion, the Company’s] shareholder return priorities are to [added: continue to] provide a sustainable and growing dividend and [added: further] reduce [removed: the] principal [removed: of outstanding] debt [removed: below $15 billion, before resuming share repurchases.][added: to approximately $14.3 billion.]

[removed: Occidental’s] [added: The Company’s] sustainability strategy is organized around four pillars: principles of governance, people, planet, and prosperity.

[removed: Occidental] [added: The Company] integrates these sustainability pillars into our strategic planning and investment decision-making processes.

| [removed: ] [added: ] | | | *[table of [removed: contents](#i105837b6a5764b9dbc1ef76972e57266_13)*] [added: contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)*] | | | MANAGEMENT’S DISCUSSION AND ANALYSIS | | |

In 2020, [removed: Occidental] [added: the Company] was the first U.S. oil and gas company to announce goals to achieve net-zero GHG emissions for its total emissions inventory including use of sold products.

In 2020, [removed: Occidental] [added: the Company] also set various interim targets, including 2025 carbon and methane intensity targets, and [removed: Occidental] [added: the Company] was the first U.S. oil and gas company to endorse the World Bank’s initiative for zero routine flaring by 2030.

In 2022, the Board of Directors adopted [removed: Occidental’s] [added: the Company’s] updated HSE and Sustainability Principles, based on engagement with shareholders, employees and other stakeholders.

The [added: HSE and Sustainability] Principles reinforce the alignment among [removed: Occidental’s] [added: the Company’s] core values, goals and strategies, underpin its Operating Management System, and help to guide the workforce across its [removed: businesses.][added: operations.]

In 2023, [removed: Oxy] [added: the Company] was an original signatory to the Oil and Gas Decarbonization Charter, committed funding to the World Bank’s Global Flaring and Methane Reduction Partnership, and established a new, medium-term 2030 methane intensity target.

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.

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.

■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.

In the midstream and marketing segment, the Company invested $0.7 billion before contributions from noncontrolling interest, primarily related to STRATOS.

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.

Available cash will be allocated, as appropriate, to opportunistic share repurchases and/or further debt reduction.

In 2025, the Company established a new, medium-term 2030 CO2 equivalent intensity target.

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

■Actively progressed its sequestration hub plans, with five sequestration hubs in various stages of development primarily in the Permian Basin and across the Texas and Louisiana Gulf Coast; and

■Implemented emissions reduction projects involving hundreds of facilities and wells and thousands of pieces of equipment across its oil and gas operations.

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

■Financial Leverage- Reduce debt to achieve metrics consistent with an investment grade credit rating.

The Company’s robust portfolio, combined with our subsurface characterization expertise and proven ability to execute, support long-term value creation and full-cycle success.

| | | | 2025 | | | 2024 | | |

In 2025, the Company invested approximately $3.4 billion of development capital in the Permian Basin.

The Company’s focused production management processes and development projects resulted in increased production from the prior year.

In addition, the Company’s asset development and facilities teams began implementation of several GOA 2.0 growth projects to significantly increase recovery from the Company’s existing producing oil and gas reservoirs with the first water injection at Marlin planned to be on stream in Summer 2026 and at Horn Mountain in 2027.

| Block 53 | | | 47 | | % | 2050 | | |

The Company signed a 15-year contract extension for Block 53 in 2025, which is expected to deliver significant value to all stakeholders.

Belvieu NGL prices:

| | | | | | | 2025 | | | | | | 2024 | | |

| *MMboe* | | | | | | 2025 | | |

| Production | | | | | | (523) | | |

Positive revisions associated with changes in economic conditions of 131 MMboe were primarily in the Permian Basin (122 MMboe).

Negative price revisions of 85 MMboe were primarily associated with the Permian Basin (94 MMboe), which were partially offset by positive price revisions of 7 MMboe on international PSCs.

| *MMboe* | | | | | | 2025 | | |

Further positive revisions were composed of positive revisions related to additions associated with infill development projects (102 MMboe), changes in economic conditions (16 MMboe), and the Oman contract extension (11 MMboe).

| [Chemical Segment](#i105837b6a5764b9dbc1ef76972e57266_85) | | | [39](#i105837b6a5764b9dbc1ef76972e57266_85) | | |

| | | | | | | | | |

| | | |

| --- | --- | --- |

Occidental’s operations, financial condition, cash flows and levels of expenditures are highly dependent on oil prices and, to a lesser extent, NGL and natural gas prices, Midland-to-Gulf-Coast oil spreads, chemical product prices and inflationary pressures in the macro-economic environment.

As of December 31, 2024, approximately 89% of Occidental's outstanding debt was fixed rate.

■ Advance technologies and decarbonization solutions to develop a sustainable low-carbon business; and

In addition, Occidental completed its $12.4 billion acquisition of CrownRock.

In 2025, Occidental intends to complete the full integration of CrownRock assets, personnel and systems, as well as make progress towards the completion of asset divestitures announced in conjunction with the CrownRock Acquisition.

As of December 31, 2024, principal debt outstanding was $24.4 billion, of which $1.0 billion is due in in 2025, $4.1 billion in 2026, $1.5 billion in 2027, $0.9 billion in 2028, and $16.9 billion due in 2029 and thereafter.

In connection with the CrownRock Acquisition, Occidental issued $9.7 billion in new debt in July 2024 and assumed $1.2 billion of existing CrownRock debt in August 2024.

Occidental's credit ratings were reaffirmed by credit agencies concurrent with issuance of new debt.

In 2024, Occidental used proceeds from divestitures and cash on hand to repay $4.5 billion of debt, which included the satisfaction and discharge of the 5.000% senior notes due 2029 that were assumed with the CrownRock Acquisition.

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

■Actively progressed its sequestration hub plans, including drilling stratigraphic data wells at multiple sequestration hub site locations, submitting 21 cumulative Class VI CO2 injection well permit applications across its five proposed hub sites by year-end 2024, and signing award contracts in 2024 with the DOE for two of Occidental’s sequestration hubs that were awarded grants under the DOE’s Carbon Storage Assurance Facility Enterprise Initiative in 2023; and

■Achieved a global 80% reduction in routine flaring of gas in 2024 from its 2020 baseline through a rich gas injection project that recovers flared gas for injection for enhanced oil production and commissioning additional compression in Oman in 2024 while U.S. oil and gas operations sustained zero routine flaring.

■Credit rating - Improve financial leverage to a level well within investment grade credit metrics.

BUSINESS STRATEGY

The advantages that Occidental’s portfolio provides, coupled with its advanced subsurface characterization expertise and the proven ability to execute, position it for full-cycle success in the years ahead.

In 2025, Occidental plans to spend $5.8 billion to $6.0 billion to develop its oil and gas assets.

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

BUSINESS REVIEW

Approximately $5.0 billion of Occidental’s worldwide capital budget is expected to be allocated to its domestic oil and gas operations in 2025.

In 2024, Occidental spent approximately $2.7 billion of development capital in the Permian Basin, of which 88% was spent on Permian Resources assets.

Occidental strengthened its oil and gas portfolio through the acquisition of CrownRock’s well-positioned assets in the Permian Basin.

The Gulf of America accounts for more than 14% of total United States oil production.

Occidental’s focused production management and artificial lift projects successfully reduced reservoir declines for a consecutive fifth year.

Multiple platform seasonal shut-ins were planned and executed safely, resulting in an 80% reduction in the number of annual planned shut-in days compared to 2019.

Occidental was further awarded 45 new leases from the BOEM’s Lease Sale 261.

Occidental’s Asset Development teams made significant progress in developing new plans to significantly expand the recovery from Occidental’s producing oil and gas reservoirs.

These projects are expected to deliver some of the highest margin production in Occidental’s portfolio coming online beginning in the third quarter of 2025.

Approximately $0.6 billion of Occidental’s worldwide capital budget is expected to be allocated to its international operations in 2025.

| Block 53 | | | 47 | | % | 2035 | | |

In 2025, Occidental will continue to enhance production by adding extended and dual laterals, stimulating wells with the OXY JETTINGTM wellbore stimulation system, and expanding thermal conformance.

Occidental will also continue to execute projects in Oman targeting emissions reductions.

In 2025, Occidental will continue further exploration and appraisal activities in Onshore Block 3 and Block 5.

| *MMboe* | | | | | | 2024 | | |

| Production | | | | | | (486) | | |

Further negative revisions of 29 MMboe were associated with negative price revisions.

| *MMboe* | | | | | | 2024 | | |

[removed: Occidental’s] [added: The Company’s] results are sensitive to fluctuations in oil, NGL and natural gas prices.

Price changes at [removed: current] global prices and levels of production affect [removed: Occidental’s] [added: the Company’s] budgeted [removed: 2025] [added: 2026] pre-tax [removed: annual income] [added: cash] by approximately [removed: $250] [added: $240] million for a $1 per barrel change in [removed: oil prices] [added: WTI price] and approximately [removed: $30] [added: $25] million for a $1 per barrel change in [removed: NGL prices.][added: Brent price.]

If domestic natural gas prices varied by [removed: $0.10] [added: $0.50] per Mcf, it would have an estimated annual effect on [removed: Occidental’s] [added: the Company’s] budgeted [removed: 2025] [added: 2026] pre-tax [removed: income] [added: cash] of approximately [removed: $35] [added: $120] million.

If production levels differ from [removed: Occidental’s 2025] [added: the Company’s 2026] budgeted production, the sensitivity of [removed: Occidental’s] [added: 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, [removed: other commodities.][added: NGL, sulfur and CO2.]

A $0.25 change in the Midland-to-Gulf-Coast oil spreads impacts budgeted [removed: 2025 operating] [added: 2026 pre-tax] cash [removed: flows] by approximately [removed: $60] [added: $55] million.

[removed: Occidental] [added: The Company] conducts its risk management activities for marketing and trading under the controls and governance of its risk [removed: control] policies.

The controls under these policies are implemented and enforced by [removed: a] [added: regulatory compliance and market and credit] risk [removed: management group] [added: groups] which [removed: monitors risk] [added: monitor risks] by providing [removed: an] independent and separate [removed: evaluation] [added: evaluations] and [removed: check.][added: checks.]

Controls for these activities include limits on value at risk, [removed: limits on credit, limits on total notional trade value,] [added: credit and asset hedges as well as] segregation of duties, delegation of authority, [removed: daily] price [removed: verifications, reporting to senior management on various risk measures] [added: verifications] and [removed: a number] [added: review] of [removed: other policy and procedural controls.][added: various key performance indicators.]

[removed: Occidental] [added: The Company] carries derivative contracts it enters into in connection with its marketing activities at fair value.

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

| Source of Fair Value Assets (Liabilities) *millions* | | | [removed: 2025] [added: 2026] | | | [removed: 2026] [added: 2027] and [removed: 2027] [added: 2028] | | | [removed: 2028] [added: 2029] and [removed: 2029] [added: 2030] | | | [removed: 2030] [added: 2031] and thereafter | | | Total | | |

| Prices actively quoted | | | $ | [removed: 3] [added: 9] | | $ | — | | $ | — | | $ | — | | $ | [removed: 3] [added: 9] | |

| Prices provided by other external sources | | | [removed: 2] [added: 26] | | | [removed: (1)] [added: 1] | | | [removed: 1] [added: —] | | | — | | | [removed: 2] [added: 27] | | |

| Total | | | $ | [removed: 5] [added: 35] | | $ | [removed: (1)] [added: 1] | | $ | [removed: 1] [added: —] | | $ | — | | $ | [removed: 5] [added: 36] | |

[removed: Occidental] [added: The Company] uses value at risk to estimate the potential effects of changes in fair values of commodity contracts used in trading activities.

Additionally, [removed: Occidental] [added: 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, [removed: Occidental] [added: the Company] believes that the market risk of its trading activities is not reasonably likely to have a material adverse effect on its performance.

| [removed: ] [added: ] | | | *[table of [removed: contents](#i105837b6a5764b9dbc1ef76972e57266_13)*] [added: contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)*] | | | QUANTITATIVE AND QUALITATIVE DISCLOSURES | | |

As of December 31, [removed: 2024, Occidental] [added: 2025, the Company] had fixed rate debt with a fair value of [removed: $21.2] [added: $19.4] billion outstanding.

A 25-basis point change in Treasury rates would change the fair value of the fixed rate debt approximately [removed: $325] [added: $300] million.

As of December 31, [removed: 2024, Occidental] [added: 2025, the Company] had variable rate debt with a notional value of [removed: $2.8] [added: $1.3] billion outstanding.

A 25-basis point increase in SOFR interest rates would increase gross interest expense [removed: $7] [added: $3.0] million per year.

The table below provides information about [removed: Occidental’s] [added: the Company’s] long-term debt [removed: obligations.][added: obligations as of December 31, 2025.]

| Weighted-average interest rate | | | [removed: 5.91] [added: 6.10] | | % | [removed: 6.21] [added: 5.42] | | % | [removed: 5.96] [added: 6.05] | | % |

(a)Excluded unamortized debt premiums, net of [removed: $1.0] [added: $1.1] billion and debt issuance costs of [removed: $105] [added: $84] million.

[removed: Occidental’s] [added: The Company’s] international operations have limited currency risk.

[removed: Occidental] [added: 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.

Additionally, all of [removed: Occidental’s] [added: the Company’s] consolidated international oil and gas subsidiaries have the United States dollar as the functional currency.

The majority of [removed: Occidental’s] [added: 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.

[removed: Occidental] [added: 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.

[removed: Occidental] [added: The Company] actively evaluates the creditworthiness of its counterparties, assigns appropriate credit limits and monitors credit exposures against those assigned limits.

[removed: Occidental] [added: 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, [removed: 2024,] [added: 2025,] the substantial majority of the credit exposures were with investment grade counterparties.

[removed: Occidental] [added: The Company] believes its exposure to credit-related losses as of December 31, [removed: 2024,] [added: 2025] was not material and losses associated with credit risk have been insignificant for all years presented.

| [removed: ] [added: ] | | | *[table of [removed: contents](#i105837b6a5764b9dbc1ef76972e57266_13)*] [added: contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)*] | | | FINANCIAL STATEMENTS INDEX | | |

| 2026 | | | $ | 295 | | $ | 1,280 | | $ | 1,575 | |

| 2027 | | | 1,503 | | | — | | | 1,503 | | |

| 2028 | | | 906 | | | — | | | 906 | | |

| 2029 | | | 1,853 | | | — | | | 1,853 | | |

| 2030 | | | 2,449 | | | 68 | | | 2,517 | | |

| Thereafter | | | 12,073 | | | — | | | 12,073 | | |

| Total | | | $ | 19,079 | | $ | 1,348 | | $ | 20,427 | |

| Fair Value | | | $ | 19,424 | | $ | 1,354 | | $ | 20,778 | |

See [Note](#i3e08c9a291fc4ad3b5a1f6e16b402c77_175) [5 Lon](#i3e08c9a291fc4ad3b5a1f6e16b402c77_175)[g-](#i3e08c9a291fc4ad3b5a1f6e16b402c77_175)[Term Debt](#i3e08c9a291fc4ad3b5a1f6e16b402c77_175) for information regarding debt activity at the date of filing.

Occidental’s results are also sensitive to fluctuations in chemical prices.

A variation in chlorine and caustic soda prices of $10 per ton would have a pre-tax annual effect on income of approximately $10 million and $30 million, respectively.

A variation in PVC prices of $0.01 per lb.

would have a pre-tax annual effect on income of approximately $30 million.

Historically, over time, product price changes have tracked raw material and feedstock product price changes, somewhat mitigating the effect of price changes on margins.

Members of the risk management group report to the Corporate Vice President and Treasurer.

| 2025 | | | $ | 1,003 | | $ | — | | $ | 1,003 | |

| 2026 | | | 1,449 | | | 2,700 | | | 4,149 | | |

| 2027 | | | 1,504 | | | — | | | 1,504 | | |

| 2028 | | | 907 | | | — | | | 907 | | |

| 2029 | | | 1,854 | | | — | | | 1,854 | | |

| Thereafter | | | 14,906 | | | 68 | | | 14,974 | | |

| Total | | | $ | 21,623 | | $ | 2,768 | | $ | 24,391 | |

| Fair Value | | | $ | 21,229 | | $ | 2,780 | | $ | 24,009 | |

[removed: Occidental] [added: 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.

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 [removed: 13] [added: 12] - Lawsuits, Claims, Commitments and [removed: Contingencies](#i105837b6a5764b9dbc1ef76972e57266_214)] [added: Contingencies](#i3e08c9a291fc4ad3b5a1f6e16b402c77_199)] in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

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.

Occidental believes proceedings under this threshold are not material to Occidental's businesses and financial condition.

| | | | For the fiscal year ended | | | December 31, [removed: 2024] [added: 2025] | | | | | | For the transition period from to | | | | | |

The aggregate market value of the registrant’s Common Stock held by nonaffiliates of the registrant was approximately [removed: $59.2] [added: $41.4] billion computed by reference to the closing price on the New York Stock Exchange of [removed: $63.03] [added: $42.01] per share of Common Stock on June [removed: 28, 2024.][added: 30, 2025.]

As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 938,500,965] [added: 986,266,656] shares of Common Stock outstanding, par value $0.20 per share.

Portions of the registrant’s definitive Proxy Statement, relating to its [removed: 2025] [added: 2026] Annual Meeting of Stockholders, are incorporated by reference into Part III of this Form 10-K.

| Items 1 and 2. | | | [Business and [removed: Properties](#i105837b6a5764b9dbc1ef76972e57266_22)] [added: Properties](#i3e08c9a291fc4ad3b5a1f6e16b402c77_22)] | | | [removed: [3](#i105837b6a5764b9dbc1ef76972e57266_22)] [added: [3](#i3e08c9a291fc4ad3b5a1f6e16b402c77_22)] | | |

| | | | [Human Capital [removed: Resources](#i105837b6a5764b9dbc1ef76972e57266_28)] [added: Resources](#i3e08c9a291fc4ad3b5a1f6e16b402c77_28)] | | | [removed: [3](#i105837b6a5764b9dbc1ef76972e57266_28)] [added: [3](#i3e08c9a291fc4ad3b5a1f6e16b402c77_28)] | | |

| | | | [Environmental [removed: Regulation](#i105837b6a5764b9dbc1ef76972e57266_31)] [added: Regulation](#i3e08c9a291fc4ad3b5a1f6e16b402c77_31)] | | | [removed: [5](#i105837b6a5764b9dbc1ef76972e57266_31)] [added: [5](#i3e08c9a291fc4ad3b5a1f6e16b402c77_31)] | | |

| | | | [Available [removed: Information](#i105837b6a5764b9dbc1ef76972e57266_34)] [added: Information](#i3e08c9a291fc4ad3b5a1f6e16b402c77_34)] | | | [removed: [5](#i105837b6a5764b9dbc1ef76972e57266_34)] [added: [5](#i3e08c9a291fc4ad3b5a1f6e16b402c77_34)] | | |

| | | | [Oil and Gas [removed: Operations](#i105837b6a5764b9dbc1ef76972e57266_37)] [added: Operations](#i3e08c9a291fc4ad3b5a1f6e16b402c77_37)] | | | [removed: [6](#i105837b6a5764b9dbc1ef76972e57266_37)] [added: [6](#i3e08c9a291fc4ad3b5a1f6e16b402c77_37)] | | |

| | | | [Midstream and Marketing [removed: Operations](#i105837b6a5764b9dbc1ef76972e57266_49)] [added: Operations](#i3e08c9a291fc4ad3b5a1f6e16b402c77_49)] | | | [removed: [8](#i105837b6a5764b9dbc1ef76972e57266_49)] [added: [7](#i3e08c9a291fc4ad3b5a1f6e16b402c77_49)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i105837b6a5764b9dbc1ef76972e57266_52)] [added: Factors](#i3e08c9a291fc4ad3b5a1f6e16b402c77_52)] | | | [removed: [9](#i105837b6a5764b9dbc1ef76972e57266_52)] [added: [8](#i3e08c9a291fc4ad3b5a1f6e16b402c77_52)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i105837b6a5764b9dbc1ef76972e57266_55)] [added: Comments](#i3e08c9a291fc4ad3b5a1f6e16b402c77_61)] | | | [removed: [22](#i105837b6a5764b9dbc1ef76972e57266_55)] [added: [16](#i3e08c9a291fc4ad3b5a1f6e16b402c77_61)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i105837b6a5764b9dbc1ef76972e57266_58)] [added: [Cybersecurity](#i3e08c9a291fc4ad3b5a1f6e16b402c77_64)] | | | [removed: [22](#i105837b6a5764b9dbc1ef76972e57266_55)] [added: [16](#i3e08c9a291fc4ad3b5a1f6e16b402c77_61)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i105837b6a5764b9dbc1ef76972e57266_61)] [added: Proceedings](#i3e08c9a291fc4ad3b5a1f6e16b402c77_67)] | | | [removed: [23](#i105837b6a5764b9dbc1ef76972e57266_61)] [added: [17](#i3e08c9a291fc4ad3b5a1f6e16b402c77_67)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i105837b6a5764b9dbc1ef76972e57266_64)] [added: Disclosures](#i3e08c9a291fc4ad3b5a1f6e16b402c77_70)] | | | [removed: [23](#i105837b6a5764b9dbc1ef76972e57266_64)] [added: [17](#i3e08c9a291fc4ad3b5a1f6e16b402c77_70)] | | |

| | | | [Information about Executive [removed: Officers](#i105837b6a5764b9dbc1ef76972e57266_67)] [added: Officers](#i3e08c9a291fc4ad3b5a1f6e16b402c77_73)] | | | [removed: [24](#i105837b6a5764b9dbc1ef76972e57266_67)] [added: [18](#i3e08c9a291fc4ad3b5a1f6e16b402c77_73)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i105837b6a5764b9dbc1ef76972e57266_73)] [added: Securities](#i3e08c9a291fc4ad3b5a1f6e16b402c77_79)] | | | [removed: [25](#i105837b6a5764b9dbc1ef76972e57266_73)] [added: [19](#i3e08c9a291fc4ad3b5a1f6e16b402c77_79)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i105837b6a5764b9dbc1ef76972e57266_76)] [added: Operations](#i3e08c9a291fc4ad3b5a1f6e16b402c77_82)] | | | [removed: [27](#i105837b6a5764b9dbc1ef76972e57266_76)] [added: [21](#i3e08c9a291fc4ad3b5a1f6e16b402c77_82)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i105837b6a5764b9dbc1ef76972e57266_133)] [added: Risk](#i3e08c9a291fc4ad3b5a1f6e16b402c77_130)] | | | [removed: [58](#i105837b6a5764b9dbc1ef76972e57266_133)] [added: [52](#i3e08c9a291fc4ad3b5a1f6e16b402c77_130)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i105837b6a5764b9dbc1ef76972e57266_136)] [added: Data](#i3e08c9a291fc4ad3b5a1f6e16b402c77_133)] | | | [removed: [60](#i105837b6a5764b9dbc1ef76972e57266_136)] [added: [54](#i3e08c9a291fc4ad3b5a1f6e16b402c77_133)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i105837b6a5764b9dbc1ef76972e57266_235)] [added: Disclosure](#i3e08c9a291fc4ad3b5a1f6e16b402c77_217)] | | | [removed: [128](#i105837b6a5764b9dbc1ef76972e57266_235)] [added: [125](#i3e08c9a291fc4ad3b5a1f6e16b402c77_217)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i105837b6a5764b9dbc1ef76972e57266_238)] [added: Procedures](#i3e08c9a291fc4ad3b5a1f6e16b402c77_220)] | | | [removed: [128](#i105837b6a5764b9dbc1ef76972e57266_238)] [added: [125](#i3e08c9a291fc4ad3b5a1f6e16b402c77_220)] | | |

| Item 9B. | | | [Other [removed: Information](#i105837b6a5764b9dbc1ef76972e57266_247)] [added: Information](#i3e08c9a291fc4ad3b5a1f6e16b402c77_229)] | | | [removed: [128](#i105837b6a5764b9dbc1ef76972e57266_247)] [added: [125](#i3e08c9a291fc4ad3b5a1f6e16b402c77_229)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that [removed: Prevent](#i105837b6a5764b9dbc1ef76972e57266_250) [Inspections](#i105837b6a5764b9dbc1ef76972e57266_250)] [added: Prevent Inspections](#i3e08c9a291fc4ad3b5a1f6e16b402c77_232)] | | | [removed: [128](#i105837b6a5764b9dbc1ef76972e57266_250)] [added: [125](#i3e08c9a291fc4ad3b5a1f6e16b402c77_232)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i105837b6a5764b9dbc1ef76972e57266_256)] [added: Governance](#i3e08c9a291fc4ad3b5a1f6e16b402c77_238)] | | | [removed: [129](#i105837b6a5764b9dbc1ef76972e57266_256)] [added: [126](#i3e08c9a291fc4ad3b5a1f6e16b402c77_238)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i105837b6a5764b9dbc1ef76972e57266_259)] [added: Compensation](#i3e08c9a291fc4ad3b5a1f6e16b402c77_241)] | | | [removed: [129](#i105837b6a5764b9dbc1ef76972e57266_259)] [added: [126](#i3e08c9a291fc4ad3b5a1f6e16b402c77_241)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i105837b6a5764b9dbc1ef76972e57266_262)] [added: Matters](#i3e08c9a291fc4ad3b5a1f6e16b402c77_244)] | | | [removed: [129](#i105837b6a5764b9dbc1ef76972e57266_262)] [added: [126](#i3e08c9a291fc4ad3b5a1f6e16b402c77_244)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i105837b6a5764b9dbc1ef76972e57266_265)] [added: Independence](#i3e08c9a291fc4ad3b5a1f6e16b402c77_247)] | | | [removed: [129](#i105837b6a5764b9dbc1ef76972e57266_265)] [added: [126](#i3e08c9a291fc4ad3b5a1f6e16b402c77_247)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i105837b6a5764b9dbc1ef76972e57266_268)] [added: Services](#i3e08c9a291fc4ad3b5a1f6e16b402c77_250)] | | | [removed: [130](#i105837b6a5764b9dbc1ef76972e57266_268)] [added: [127](#i3e08c9a291fc4ad3b5a1f6e16b402c77_250)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i105837b6a5764b9dbc1ef76972e57266_274)] [added: Schedules](#i3e08c9a291fc4ad3b5a1f6e16b402c77_256)] | | | [removed: [130](#i105837b6a5764b9dbc1ef76972e57266_274)] [added: [127](#i3e08c9a291fc4ad3b5a1f6e16b402c77_256)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i105837b6a5764b9dbc1ef76972e57266_277)] [added: Summary](#i3e08c9a291fc4ad3b5a1f6e16b402c77_259)] | | | [removed: [132](#i105837b6a5764b9dbc1ef76972e57266_277)] [added: [129](#i3e08c9a291fc4ad3b5a1f6e16b402c77_259)] | | |

| ABBREVIATIONS [added: AND DEFINED TERMS] USED WITHIN THIS DOCUMENT | | | | | |

| Berkshire Hathaway | | | Berkshire Hathaway [removed: Inc.] [added: Inc., a related party] | | |

| BlackRock | | | BlackRock Inc., which has formed a joint venture with [removed: Occidental] [added: the Company] on the construction of STRATOS | | |

| CrownRock Acquisition | | | acquisition of all of the outstanding partnership interests of CrownRock by [removed: Occidental] [added: the Company] | | |

| Mboe | | | thousands of barrels [added: of oil] equivalent | | |

| Mboe/d | | | thousands of barrels [added: of oil] equivalent per day | | |

| ABBREVIATIONS [added: AND DEFINED TERMS] USED WITHIN THIS DOCUMENT | | | | | |

| [removed: Occidental] [added: the Company] | | | Occidental Petroleum Corporation, a Delaware [removed: corporation and] [added: corporation, and/or] one or more entities in which it owns a controlling interest (subsidiaries) | | |

| OxyChem | | | Occidental Chemical [removed: Corporation] [added: Corporation, a Texas corporation,] and its consolidated subsidiaries | | |

| ASC | | | Accounting Standards Codification | | |

| Berkshire Warrant | | | Stock warrant issued on August 8, 2019 to Berkshire Hathaway with a $59.59 strike price | | |

| CIO | | | chief information officer | | |

| Common Stock Warrants | | | Stock warrants issued to holders of Occidental common stock with a strike price of $22.00, listed on the NYSE under the symbol “OXY.WS” | | |

| DJ | | | Denver-Julesburg | | |

| FCF | | | Free cash flow | | |

| GHG | | | greenhouse gas, primarily including carbon dioxide and methane | | |

| OBBBA | | | One Big Beautiful Bill Act | | |

| Occidental | | | Occidental Petroleum Corporation, a Delaware corporation | | |

| OxyChem Transaction | | | the 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 Company’s distinguished operational capabilities support sustainable value creation for shareholders.

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 Human Resources department supports several

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

| Union | | | | | | — | | | | | | 409 | | | | | | — | | | | | | — | | | | | | 409 | | |

| Non-Union | | | | | | 6,793 | | | | | | 3,032 | | | | | | 67 | | | | | | 111 | | | | | | 10,003 | | |

| Total | | | | | | 6,793 | | | | | | 3,441 | | | | | | 67 | | | | | | 111 | | | | | | 10,412 | | |

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

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.

The midstream and marketing segment also has the OLCV businesses, which leverage the Company’s carbon management expertise.

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.

| Texas and Louisiana | | | Five CO2 sequestration hubs under development | | | over 310,000 acres | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | [General](#i105837b6a5764b9dbc1ef76972e57266_25) | | | [3](#i105837b6a5764b9dbc1ef76972e57266_25) | | |

| | | | [Chemical Operations](#i105837b6a5764b9dbc1ef76972e57266_43) | | | [7](#i105837b6a5764b9dbc1ef76972e57266_43) | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Anadarko Acquisition | | | a transaction pursuant to the Agreement and Plan of Merger dated May 9, 2019, in which Occidental acquired all of the outstanding shares of Anadarko on August 8, 2019, and in which a wholly owned subsidiary of Occidental merged with and into Anadarko | | |

| BLM | | | U.S. Bureau of Land Management | | |

| BOEM | | | U.S. Bureau of Ocean Energy Management | | |

| Common Stock Warrants | | | a distribution of warrants to holders of Occidental common stock | | |

| EDC | | | ethylene dichloride | | |

| GHG | | | greenhouse gas | | |

| LIFO | | | last-in, first-out | | |

| Options | | | stock options | | |

| PVC | | | polyvinyl chloride | | |

| VCM | | | vinyl chloride monomer | | |

| Zero Coupons | | | Zero Coupon senior notes due 2036 | | |

Occidental conducts its operations through its various subsidiaries and affiliates.

| | | |

| --- | --- | --- |

Occidental’s chemical subsidiary, OxyChem, is a leading North American manufacturer that produces the building blocks for life-enhancing products, including drinking water, medical supplies and construction materials.

The following table approximates regional distribution of Occidental’s employees as of December 31, 2024:

| Union | | | | | | 426 | | | | | | 405 | | | | | | 56 | | | | | | — | | | | | | 887 | | |

| Non-Union | | | | | | 9,177 | | | | | | 3,007 | | | | | | 115 | | | | | | 137 | | | | | | 12,436 | | |

| Total | | | | | | 9,603 | | | | | | 3,412 | | | | | | 171 | | | | | | 137 | | | | | | 13,323 | | |

Through the CrownRock Acquisition on August 1, 2024, Occidental added high margin production and low-breakeven inventory to its oil and gas portfolio in the Permian Basin.

COMPETITION

As a producer of oil, NGL and natural gas, Occidental competes domestically and internationally with public, private and nationalized producers.

Oil, NGL and natural gas are sensitive to current and anticipated market conditions, both global and local.

Occidental’s competitive strategy relies on producing hydrocarbons in a capital efficient manner through developing conventional and unconventional fields and utilizing primary, secondary (waterflood) and tertiary (CO2 and steam flood) recovery techniques in areas where Occidental has a competitive advantage, resulting from its successful operations or investments in shared infrastructure.

Occidental also competes to develop and produce its worldwide oil and gas reserves safely, sustainably and cost-effectively, maintain a skilled workforce and use high quality service providers.

Occidental believes that its core competencies in CO2 separation, transportation, use, recycling and storage in EOR provide a competitive advantage over its peers as the world transitions to a less carbon-intensive economy and seeks to remove CO2 from the atmosphere.

| CHEMICAL OPERATIONS | | |

OxyChem owns and operates manufacturing plants at 21 domestic sites in Alabama, Georgia, Illinois, Kansas, Louisiana, Michigan, New Jersey, Ohio, Tennessee and Texas and at two international sites in Canada and Chile.

OxyChem competes with numerous domestic and international chemical producers.

OxyChem’s market position was either first or second in the United States in 2024 for each of the principal basic chemical products it manufactured and marketed as well as for VCM.

OxyChem ranks in the top three producers of PVC in the United States.

OxyChem’s competitive strategy is to be a low-cost producer of its products in order to compete on price.

[removed: Occidental] [added: The Company] has implemented and maintains processes for assessing, identifying and managing material risks from potential unauthorized occurrences on or through its [removed: IT] [added: information technology (IT)] and [removed: ICS] [added: industrial control systems (ICS)] networks that may result in material adverse effects on the confidentiality, integrity and availability of [removed: Occidental’s] [added: 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 [removed: Occidental’s] [added: the Company’s] systems and the data it collects, processes, stores and transmits as part of its businesses.

[removed: Occidental] [added: The Company] has developed a robust cybersecurity program which is reviewed by senior leadership including its [removed: Chief Information Officer (CIO)] [added: CIO] and other stakeholders as part of its standard general IT controls.

Business network and ICS cybersecurity risks are handled by separate and dedicated [removed: Occidental] [added: Company] teams and are incorporated into [removed: Occidental’s] [added: the Company’s] enterprise risk management program.

[removed: Occidental’s] [added: The Company’s] cybersecurity strategy is intended to mitigate cybersecurity threats identified in the risk management process and provide a framework for [removed: Occidental] [added: 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 [removed: NIST] [added: National Institute of Standards and Technology] framework and leverages people, processes and technology to identify and respond to cybersecurity threats in a timely manner.

[removed: Occidental] [added: The Company] relies on continuous security monitoring, penetration testing, vulnerability scanning, personnel training and other tools to identify and mitigate potential cybersecurity threats.

[removed: Occidental] [added: The Company] also has established cybersecurity policies that address its cybersecurity practices and controls.

[removed: Occidental] [added: The Company] has invested in broad cybersecurity awareness and mandatory training to educate those with access to company networks on [removed: Occidental’s] [added: the Company’s] cybersecurity policies and best practices.

[removed: Occidental] [added: The Company] conducts regular phishing tests to educate, train and assess the workforce’s ability to identify malicious emails.

In addition to its administrative and technical safeguards, [removed: Occidental] [added: the Company] has implemented physical safeguards intended to mitigate risks to its systems.

Using a standardized written evaluation and other investigative processes, [removed: Occidental] [added: the Company] identifies and assesses cybersecurity risks flowing from its vendors and suppliers, and manages these using a risk-based approach.

[removed: Occidental] [added: 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, [removed: Occidental’s] [added: 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.

[removed: Occidental’s] [added: 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 [removed: Occidental] [added: the Company] cannot provide assurance that [removed: they] [added: it] will not be materially affected in the future by such risks or any future material incidents.

For more information on [removed: Occidental’s cybersecurity related] [added: the Company’s cybersecurity-related] risks, see [added: Risk Factors under Part I,] Item 1A [removed: “Risk Factors”] of this [removed: Annual Report on] Form 10-K.

[removed: Occidental] [added: The Company] also has protocols by which material cybersecurity incidents are to be reported to the Audit Committee and/or the Board.

[removed: Occidental’s] [added: 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 [removed: Occidental’s] [added: the Company’s] businesses and reports directly to the President and CEO.

[removed: Occidental] [added: The Company] has a centrally coordinated team, led by its CIO, responsible for implementing and maintaining cybersecurity and data protection practices across the Company.

| [removed: ] [added: ] | | | *[table of [removed: contents](#i105837b6a5764b9dbc1ef76972e57266_13)*] [added: contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)*] | | | OTHER INFORMATION | | |

[added: The Company’s] CIO regularly reviews risk management measures and the overall cyber risk strategy implemented and maintained by the Company.

[removed: The CIO receives regular updates on Occidental’s cybersecurity program and monitors the] 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 [removed: Occidental’s] [added: the Company’s] extensive in-house cybersecurity capabilities, [removed: Occidental] [added: the Company] also engages assessors, consultants, auditors or other third parties when necessary to assist with assessing, identifying and managing cybersecurity risks.

The CIO receives regular updates on the Company’s cybersecurity program and monitors the

Additional information on cybersecurity risks Occidental faces is discussed in Item 1A of Part I, “Risk Factors,” under the heading “*Occidental is exposed to cyber-related risks*,” which should be read in conjunction with the foregoing information.

Occidental’s

| [removed: ] [added: ] | | | *[table of [removed: contents](#i105837b6a5764b9dbc1ef76972e57266_13)*] [added: contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)*] | | | OTHER INFORMATION | | |

The following table sets forth the executive officers of [removed: Occidental] [added: the Company] as of February 18, [removed: 2025:][added: 2026:]

| Name Current Title | | | Age as of February 18, [removed: 2025] [added: 2026] | | | Positions with [removed: Occidental] [added: the Company] and Employment History | | |

| Christopher O. Champion Vice President, Chief Accounting Officer and Controller | | | [removed: 55] [added: 56] | | | Vice President, Chief Accounting Officer and Controller since August 2019; Anadarko Petroleum Corporation: Senior Vice President, Chief Accounting Officer and Controller, 2017-2019, Vice President, Chief Accounting Officer and Controller, 2015-2017. | | |

| Kenneth Dillon Senior Vice President [added: and President International Oil and Gas Operations] | | | [removed: 65] [added: 66] | | | Senior Vice President since December 2016; President – International Oil and Gas Operations since June 2016. | | |

| Vicki Hollub President and Chief Executive Officer | | | [removed: 65] [added: 66] | | | President, Chief Executive Officer and Director since April 2016. | | |

| Richard A. Jackson Senior Vice President [added: and Chief Operating Officer] | | | [removed: 48] [added: 49] | | | [added: Senior Vice] President [added: and Chief Operating Officer since October 2025; President] Operations U.S. Onshore Resources and Carbon Management [removed: since October 2020;] [added: 2020-2025;] President and General Manager, EOR and Oxy Low Carbon Ventures, LLC, 2020; President Low Carbon Ventures, 2019-2020; Senior Vice President, Operation Support, 2018-2019; Vice President, Investor Relations, 2017-2018; President and General Manager Permian Resources Delaware Basin, 2014-2017. | | |

| Sylvia J. Kerrigan Senior Vice President and Chief Legal Officer | | | [removed: 59] [added: 60] | | | Senior Vice President and Chief Legal Officer since October 2022; Executive Director of the Kay Bailey Hutchison Energy Center for Business, Law and Policy at The University of Texas, 2017-2022; Executive Vice President, General Counsel and Corporate Secretary of Marathon Oil Corporation, 2009-2017. | | |

| Sunil Mathew Senior Vice President and Chief Financial Officer | | | [removed: 54] [added: 55] | | | Senior Vice President and Chief Financial Officer since August 2023; Vice President, Strategic Planning, Analysis and Business [removed: Development] [added: Development,] 2020-2023; Vice President, Strategic Planning and [removed: Analysis] [added: Analysis,] 2014-2020. | | |

| Robert L. Peterson [removed: Executive] [added: Senior] Vice [removed: President, Essential Chemistry] [added: President] | | | [removed: 54] [added: 55] | | | [added: Senior Vice President since April 2020;] Executive Vice President, Essential [removed: Chemistry since August 2023; Senior Vice President and] [added: Chemistry, 2023-January 2026;] Chief Financial [removed: Officer] [added: Officer,] 2020-2023; Senior Vice President, Permian EOR, 2019-2020; Vice [removed: President] [added: President,] Permian Strategy, 2018-2019; [removed: Director] [added: Director,] Permian Business Area, 2017-2018; [removed: President] [added: President,] OxyChem, 2014-2017. | | |

| Jeff F. Simmons Senior Vice President and Chief Petrotechnical Officer | | | [removed: 65] [added: 66] | | | Senior Vice President, [removed: Technical and Operations Support] [added: Subsurface Technology] since [removed: November 2021] [added: February 2026] and Chief Petrotechnical Officer since January 2021; Senior Vice President, Technical [added: and Operations Support, 2021-2026; Senior Vice President, Technical] Planning and [removed: Evaluation] [added: Evaluation,] 2017-2021; Executive Vice President, Growth and Operations [removed: Support] [added: Support,] 2016-2017. | | |

| [removed: ] [added: ] | | | *[table of [removed: contents](#i105837b6a5764b9dbc1ef76972e57266_13)*] [added: contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)*] | | | MARKET FOR REGISTRANT’S COMMON EQUITY | | |

| | | | | | | | | |

Occidental’s common stock is listed and traded on the NYSE under the ticker symbol “OXY.” The common stock was held by approximately [removed: 22,000] [added: 21,000] stockholders of record as of January 31, [removed: 2025,] [added: 2026,] which does not include beneficial owners for whom Cede and Co. or others act as nominees.

On February 18, [removed: 2025,] [added: 2026,] the Board of Directors declared a regular quarterly dividend of [removed: $0.24] [added: $0.26] per share on common stock, [removed: a 9%] [added: over an 8%] increase from the previous quarter, payable in April [removed: 2025.][added: 2026.]

The declaration of future dividends is a business decision made by the Board of Directors from time to time and will depend on [removed: Occidental’s] [added: the Company’s] financial condition and other factors deemed relevant by the Board of Directors.

| SHARE REPURCHASE [removed: ACTIVITIES] [added: PROGRAM] | | |

[removed: (b)In] [added: In] February 2023, [removed: Occidental] [added: the Company] announced a share repurchase program to repurchase up to $3.0 billion of [removed: Occidental's] [added: Occidental’s] shares of common stock.

The program does not obligate [removed: Occidental] [added: the Company] to acquire any specific number of shares and may be discontinued at any time.

The value remaining in [removed: Occidental's] [added: the Company’s] share repurchase program as of December 31, [removed: 2024] [added: 2025] was $1.2 billion.

| [removed: ] [added: ] | | | *[table of [removed: contents](#i105837b6a5764b9dbc1ef76972e57266_13)*] [added: contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)*] | | | MARKET FOR REGISTRANT’S COMMON EQUITY | | |

The following graph compares the yearly percentage change in [removed: Occidental’s] [added: the Company’s] cumulative total return on its common stock with the cumulative total return of the S&P 500, which includes [removed: Occidental,] [added: the Company, and] with [removed: that of Occidental’s] [added: the Company’s] peer group over the five-year period ended December 31, [removed: 2024.][added: 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 [removed: stock,] [added: stock] (ii) the stock of the companies in the S&P [removed: 500] [added: 500;] and (iii) each of the peer group companies’ common stock weighted by their relative market capitalization within the peer group.

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

[removed: ][added: ]

| Fiscal Year Ended December 31, | | | [removed: 2019 | | |] 2020 | | | 2021 | | | 2022 | | | 2023 | | | [removed: 2024] [added: 2024] | | | [added: 2025 | | |]

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 [removed: Occidental] [added: the Company] specifically requests that it be treated as soliciting material or specifically incorporates it by reference.

| [removed: ] [added: ] | | | *[table of [removed: contents](#i105837b6a5764b9dbc1ef76972e57266_13)*] [added: contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)*] | | | MANAGEMENT’S DISCUSSION AND ANALYSIS | | |

The Company declared dividends of $0.96 per share in 2025.

There were no share repurchases under the Company’s share repurchase program in 2025.

| Occidental | | | $ | 100 | | $ | 168 | | $ | 367 | | $ | 353 | | $ | 296 | | $ | 252 | |

| Peer Group | | | $ | 100 | | $ | 147 | | $ | 236 | | $ | 235 | | $ | 234 | | $ | 268 | |

| S&P 500 | | | $ | 100 | | $ | 129 | | $ | 105 | | $ | 133 | | $ | 166 | | $ | 196 | |

Occidental declared dividends of $0.88 per share in 2024.

Occidental’s share repurchase activities in 2024, were as follows:

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | Total Number of Shares Purchased (a) | | | | | | Average Price Paid per Share(c) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | |

| First Quarter 2024 | | | — | | | | | | $ | — | | | | | — | | | | | |

| Second Quarter 2024 | | | 130,424 | | | | | | 67.71 | | | | | | — | | | | | |

| Third Quarter 2024 | | | — | | | | | | — | | | | | | — | | | | | |

| October 1 - 31, 2024 | | | — | | | | | | — | | | | | | — | | | | | |

| November 1 - 30, 2024 | | | — | | | | | | — | | | | | | — | | | | | |

| December 1 - 31, 2024 | | | 127,363 | | | | | | 45.36 | | | | | | — | | | | | |

| Fourth Quarter 2024 | | | 127,363 | | | | | | 45.36 | | | | | | — | | | | | |

| Total 2024 (b) | | | 257,787 | | | | | | 56.67 | | | | | | — | | | | | |

(a)Consisted of purchases of shares from the trustee of Occidental's defined contribution savings plan that are not part of publicly announced plans or programs.

(c)Average price paid does not include the impact of accrued excise tax.

| Occidental | | | $ | 100 | | $ | 46 | | $ | 78 | | $ | 171 | | $ | 164 | | $ | 138 | |

| Peer Group | | | $ | 100 | | $ | 68 | | $ | 100 | | $ | 160 | | $ | 160 | | $ | 159 | |

| S&P 500 | | | $ | 100 | | $ | 118 | | $ | 152 | | $ | 125 | | $ | 157 | | $ | 197 | |

| [Report of Independent Registered Public Accounting Firm on Consolidated Financial [removed: Statements](#i105837b6a5764b9dbc1ef76972e57266_139)] [added: Statements](#i3e08c9a291fc4ad3b5a1f6e16b402c77_136)] | | | [removed: [61](#i105837b6a5764b9dbc1ef76972e57266_139)] [added: [55](#i3e08c9a291fc4ad3b5a1f6e16b402c77_136)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i105837b6a5764b9dbc1ef76972e57266_142)] [added: Reporting](#i3e08c9a291fc4ad3b5a1f6e16b402c77_139)] | | | [removed: [63](#i105837b6a5764b9dbc1ef76972e57266_142)] [added: [57](#i3e08c9a291fc4ad3b5a1f6e16b402c77_139)] | | |

| [Consolidated Balance [removed: Sheets](#i105837b6a5764b9dbc1ef76972e57266_145)] [added: Sheets](#i3e08c9a291fc4ad3b5a1f6e16b402c77_142)] | | | [removed: [64](#i105837b6a5764b9dbc1ef76972e57266_145)] [added: [58](#i3e08c9a291fc4ad3b5a1f6e16b402c77_142)] | | |

| [Consolidated Statements of [removed: Operations](#i105837b6a5764b9dbc1ef76972e57266_148)] [added: Operations](#i3e08c9a291fc4ad3b5a1f6e16b402c77_145)] | | | [removed: [66](#i105837b6a5764b9dbc1ef76972e57266_148)] [added: [60](#i3e08c9a291fc4ad3b5a1f6e16b402c77_145)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i105837b6a5764b9dbc1ef76972e57266_151)] [added: Income](#i3e08c9a291fc4ad3b5a1f6e16b402c77_148)] | | | [removed: [67](#i105837b6a5764b9dbc1ef76972e57266_151)] [added: [61](#i3e08c9a291fc4ad3b5a1f6e16b402c77_148)] | | |

| [Consolidated Statements of [removed: Equity](#i105837b6a5764b9dbc1ef76972e57266_154)] [added: Equity](#i3e08c9a291fc4ad3b5a1f6e16b402c77_151)] | | | [removed: [68](#i105837b6a5764b9dbc1ef76972e57266_154)] [added: [62](#i3e08c9a291fc4ad3b5a1f6e16b402c77_151)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i105837b6a5764b9dbc1ef76972e57266_157)] [added: Flows](#i3e08c9a291fc4ad3b5a1f6e16b402c77_154)] | | | [removed: [69](#i105837b6a5764b9dbc1ef76972e57266_157)] [added: [63](#i3e08c9a291fc4ad3b5a1f6e16b402c77_154)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i105837b6a5764b9dbc1ef76972e57266_160)] [added: Statements](#i3e08c9a291fc4ad3b5a1f6e16b402c77_157)] | | | [removed: [70](#i105837b6a5764b9dbc1ef76972e57266_160)] [added: [65](#i3e08c9a291fc4ad3b5a1f6e16b402c77_157)] | | |

| [Note 1 - Summary of Significant Accounting [removed: Policies](#i105837b6a5764b9dbc1ef76972e57266_163)] [added: Policies](#i3e08c9a291fc4ad3b5a1f6e16b402c77_160)] | | | [removed: [70](#i105837b6a5764b9dbc1ef76972e57266_163)] [added: [65](#i3e08c9a291fc4ad3b5a1f6e16b402c77_160)] | | |

| [removed: [Note 4] [added: NOTE 3] - [removed: Investments and Related-Party Transactions](#i105837b6a5764b9dbc1ef76972e57266_172) | | | [81](#i105837b6a5764b9dbc1ef76972e57266_172)] [added: INVESTMENTS AND RELATED-PARTY TRANSACTIONS] | | |

| [removed: [Note 5] [added: NOTE 4] - [removed: Acquisitions, Divestitures and Other Transactions](#i105837b6a5764b9dbc1ef76972e57266_175) | | | [82](#i105837b6a5764b9dbc1ef76972e57266_175)] [added: ACQUISITIONS, DIVESTITURES AND OTHER TRANSACTIONS] | | |

| [removed: [Note](#i105837b6a5764b9dbc1ef76972e57266_178) [6](#i105837b6a5764b9dbc1ef76972e57266_178) [- Long-term Debt](#i105837b6a5764b9dbc1ef76972e57266_178) | | | [86](#i105837b6a5764b9dbc1ef76972e57266_178)] [added: NOTE 5 - LONG-TERM DEBT] | | |

| [removed: [Note](#i105837b6a5764b9dbc1ef76972e57266_190) [7](#i105837b6a5764b9dbc1ef76972e57266_190) [- Lease Commitments](#i105837b6a5764b9dbc1ef76972e57266_190) | | | [89](#i105837b6a5764b9dbc1ef76972e57266_190)] [added: NOTE 6 - LEASE COMMITMENTS] | | |

| [removed: [Note](#i105837b6a5764b9dbc1ef76972e57266_196) [8](#i105837b6a5764b9dbc1ef76972e57266_196) [- Derivatives](#i105837b6a5764b9dbc1ef76972e57266_196) | | | [91](#i105837b6a5764b9dbc1ef76972e57266_196)] [added: NOTE 7 - DERIVATIVES] | | |

| [removed: [Note 9] [added: NOTE 8] - [removed: Fair Value Measurements](#i105837b6a5764b9dbc1ef76972e57266_199) | | | [92](#i105837b6a5764b9dbc1ef76972e57266_199)] [added: FAIR VALUE MEASUREMENTS] | | |

| [removed: [Note 10] [added: NOTE 9] - [removed: Income Taxes](#i105837b6a5764b9dbc1ef76972e57266_202) | | | [93](#i105837b6a5764b9dbc1ef76972e57266_202)] [added: INCOME TAXES] | | |

| [removed: [Note 11] [added: NOTE 10] - [removed: Retirement and Postretirement Benefit Plans](#i105837b6a5764b9dbc1ef76972e57266_205) | | | [96](#i105837b6a5764b9dbc1ef76972e57266_205)] [added: RETIREMENT AND POSTRETIREMENT BENEFIT PLANS] | | |

| [removed: [Note 12] [added: NOTE 11] - [removed: Environmental Liabilities and Expenditures](#i105837b6a5764b9dbc1ef76972e57266_208) | | | [100](#i105837b6a5764b9dbc1ef76972e57266_208)] [added: ENVIRONMENTAL LIABILITIES AND EXPENDITURES] | | |

| [removed: [Note 13] [added: NOTE 12] - [removed: Lawsuits, Claims, Commitments and Contingencies](#i105837b6a5764b9dbc1ef76972e57266_214) | | | [102](#i105837b6a5764b9dbc1ef76972e57266_214)] [added: LAWSUITS, CLAIMS, COMMITMENTS AND CONTINGENCIES] | | |

| [removed: [Note 14] [added: NOTE 13] - [removed: Stockholders’ Equity](#i105837b6a5764b9dbc1ef76972e57266_217) | | | [104](#i105837b6a5764b9dbc1ef76972e57266_217)] [added: STOCKHOLDERS’ EQUITY] | | |

| [removed: [Note 15] [added: NOTE 14] - [removed: Stock-Based Incentive Plans](#i105837b6a5764b9dbc1ef76972e57266_220) | | | [106](#i105837b6a5764b9dbc1ef76972e57266_220)] [added: STOCK-BASED INCENTIVE PLANS] | | |

| [removed: [Note 16 -](#i105837b6a5764b9dbc1ef76972e57266_223) [Industry Segments](#i105837b6a5764b9dbc1ef76972e57266_223) [and](#i105837b6a5764b9dbc1ef76972e57266_223) [](#i105837b6a5764b9dbc1ef76972e57266_223)[Geographic Areas](#i105837b6a5764b9dbc1ef76972e57266_223) | | | [109](#i105837b6a5764b9dbc1ef76972e57266_223)] [added: NOTE 15 - INDUSTRY SEGMENTS AND GEOGRAPHIC AREAS] | | |

| [Supplemental Oil and Gas Information [removed: (Unaudited)](#i105837b6a5764b9dbc1ef76972e57266_226)] [added: (Unaudited)](#i3e08c9a291fc4ad3b5a1f6e16b402c77_211)] | | | [removed: [112](#i105837b6a5764b9dbc1ef76972e57266_226)] [added: [110](#i3e08c9a291fc4ad3b5a1f6e16b402c77_211)] | | |

| [removed: ] [added: ] | | | *[table of [removed: contents](#i105837b6a5764b9dbc1ef76972e57266_13)*] [added: contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)*] | | | FINANCIAL STATEMENTS REPORT | | |

We have audited the accompanying consolidated balance sheets of Occidental Petroleum Corporation and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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, [removed: 2024,] [added: 2025,] and the related notes [removed: and financial statement schedule II - valuation and qualifying accounts] (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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 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, [removed: 2024,] [added: 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, [removed: 2025] [added: 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

*Critical Audit [removed: Matters*][added: Matter*]

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [added: a] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

For the year ended December 31, [removed: 2024,] [added: 2025,] the Company recorded depreciation and depletion expense related to proved oil and gas properties of [removed: $6.6] [added: $7.1] billion.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s depreciation and [added: depletion process, including the estimation of proved oil and gas reserves.]

| [removed: ] [added: ] | | | *[table of [removed: contents](#i105837b6a5764b9dbc1ef76972e57266_13)*] [added: contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)*] | | | FINANCIAL STATEMENTS REPORT | | |

The [removed: transaction was accounted for] [added: CrownRock Acquisition qualified] as a business combination [added: and was accounted for] using the acquisition [removed: method.][added: method of accounting.]

| [removed: ] [added: ] | | | *[table of [removed: contents](#i105837b6a5764b9dbc1ef76972e57266_13)*] [added: contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)*] | | | FINANCIAL STATEMENTS REPORT | | |

We have audited Occidental Petroleum Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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, [removed: 2024,] [added: 2025,] and the related notes [removed: and financial statement schedule II - valuation and qualifying accounts] (collectively, the consolidated financial statements), and our report dated February 18, [removed: 2025] [added: 2026] expressed an unqualified opinion on those consolidated financial statements.

| [removed: ] [added: ] | | | *[table of [removed: contents](#i105837b6a5764b9dbc1ef76972e57266_13)*] [added: contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)*] | | | FINANCIAL STATEMENTS | | |

| *millions* | | | [removed: 2024] [added: 2025] | | | [added: 2024 | | |] 2023 | | |

| [Note 2 - Revenue](#i3e08c9a291fc4ad3b5a1f6e16b402c77_163) | | | [73](#i3e08c9a291fc4ad3b5a1f6e16b402c77_163) | | |

| [Note](#i3e08c9a291fc4ad3b5a1f6e16b402c77_172) [4](#i3e08c9a291fc4ad3b5a1f6e16b402c77_172) [- Acquisitions, Divestitures and Other Transactions](#i3e08c9a291fc4ad3b5a1f6e16b402c77_172) | | | [77](#i3e08c9a291fc4ad3b5a1f6e16b402c77_172) | | |

| Supplemental [Quarterly Financial Data (Unaudited)](#i3e08c9a291fc4ad3b5a1f6e16b402c77_265) | | | [109](#i3e08c9a291fc4ad3b5a1f6e16b402c77_265) | | |

February 18, 2026

February 18, 2026

| Cash and cash equivalents | | | $ | 1,968 | | $ | 2,125 | |

| Trade receivables | | | 2,575 | | | 2,839 | | |

| Inventories | | | 1,823 | | | 1,756 | | |

| Assets held for sale | | | 1,176 | | | 1,140 | | |

| Midstream and marketing | | | 9,638 | | | 8,593 | | |

| Corporate | | | 1,219 | | | 1,163 | | |

| | | | 137,753 | | | 131,630 | | |

| Investments in unconsolidated entities | | | 2,475 | | | 2,646 | | |

| Non-current assets held for sale | | | 5,344 | | | 4,430 | | |

| Other long-term assets | | | 2,989 | | | 2,681 | | |

| Total non-current assets | | | 11,716 | | | 10,512 | | |

| Accounts payable | | | 3,285 | | | 3,472 | | |

| Liabilities held for sale | | | 778 | | | 663 | | |

| Non-current liabilities held for sale | | | 418 | | | 333 | | |

| Total deferred credits and other liabilities | | | 17,537 | | | 16,465 | | |

| Net sales | | | $ | 21,593 | | $ | 22,019 | | $ | 23,156 | |

| Interest, dividends and other income | | | 219 | | | 192 | | | 153 | | |

| Total | | | 22,075 | | | 22,195 | | | 23,831 | | |

| Selling, general and administrative expense | | | 986 | | | 960 | | | 987 | | |

| Total | | | 19,023 | | | 18,930 | | | 19,595 | | |

| Total | | | 76 | | | 759 | | | 426 | | |

| Income tax expense | | | (1,021) | | | (1,158) | | | (1,330) | | |

| Noncontrolling interest contributions, net | | | — | | | — | | | — | | | — | | | — | | | — | | | 200 | | | 200 | | |

| Net income | | | — | | | — | | | — | | | — | | | 2,326 | | | — | | | 43 | | | 2,369 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2025 | | | $ | 8,287 | | $ | 243 | | $ | (15,597) | | $ | 21,008 | | $ | 21,891 | | $ | 202 | | $ | 564 | | $ | 36,598 | |

| Asset impairments | | | | | | 21 | | | 355 | | | 209 | | |

| Operating cash flow from discontinued operations | | | | | | 926 | | | 920 | | | 2,073 | | |

| Capital expenditures | | | | | | (6,427) | | | (6,263) | | | (5,696) | | |

| Investing cash flow from continuing operations | | | | | | (4,683) | | | (13,821) | | | (6,463) | | |

| Investing cash flow from discontinued operations | | | | | | (1,116) | | | (769) | | | (517) | | |

| Other financing, net | | | | | | (236) | | | (242) | | | (229) | | |

| Financing cash flow from continuing operations | | | | | | (4,835) | | | 3,849 | | | (4,886) | | |

|  | | | *[table of contents](#i3e08c9a291fc4ad3b5a1f6e16b402c77_13)* | | | FINANCIAL STATEMENTS | | |

| | | | | | |

| [Note 2 - Revenue](#i105837b6a5764b9dbc1ef76972e57266_166) | | | [78](#i105837b6a5764b9dbc1ef76972e57266_166) | | |

| [Note 3 - Inventories](#i105837b6a5764b9dbc1ef76972e57266_169) | | | [81](#i105837b6a5764b9dbc1ef76972e57266_169) | | |

| | | | | | |

| [Schedule II – Valuation and Qualifying Accounts](#i105837b6a5764b9dbc1ef76972e57266_232) | | | [127](#i105837b6a5764b9dbc1ef76972e57266_232) | | |

Estimating proved oil and gas reserves requires the expertise of professional petroleum reservoir engineers.

The following are the primary procedures we performed to address this critical audit matter.

depletion process, including the estimation of proved oil and gas reserves.

We assessed compliance of the methodology used by the Company’s engineering and technical staff to estimate proved oil and gas reserves with industry and regulatory standards.

We evaluated the operating and capital cost assumptions used by the Company by comparing them to historical costs incurred.

*Fair value of oil and gas properties on the acquisition of CrownRock*

As discussed in Note 5 to the consolidated financial statements, on August 1, 2024, the Company completed an acquisition of CrownRock, L.P. (CrownRock) for total consideration of approximately $12.4 billion.

Under the acquisition method of accounting, the assets acquired and liabilities assumed were recorded at their respective fair values as of the acquisition date.

As a result of the transaction, the Company acquired oil and gas properties, which were recognized at their acquisition date fair value of $11.8 billion.

The Company used a combination of valuation methodologies to estimate the initial fair value of acquired oil and gas properties.

Unproved oil and gas properties were valued using a market approach based on comparable transactions for similar properties.

Proved oil and gas properties were valued using an income approach.

We identified the evaluation of the acquisition-date fair value of the oil and gas properties of CrownRock as a critical audit matter.

Complex auditor judgment was required in evaluating the key assumptions used to estimate the fair value of the oil and gas properties as changes to those assumptions could have had a significant effect on the fair value.

The income approach utilized a risk adjusted discounted cash flow model, which included key assumptions related to estimated future production quantities, estimated operating and capital costs, forecasted commodity pricing, and the discount rate.

Additionally, the audit effort associated with evaluating the forecasted commodity pricing and discount rate assumptions required specialized skills and knowledge.

The market approach also required specialized skills and knowledge to determine which market-based transactions were most relevant to the Company’s acquisition of CrownRock’s oil and gas properties.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition-date valuation process, including controls related to the determination of the key assumptions, as noted above, used to measure the fair value of the acquired oil and gas properties.

We compared the estimated future production quantities to historical production rates.

We evaluated the professional qualifications and the knowledge, skills, and ability of the Company’s internal reserve engineers.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

- evaluating the forecasted commodity pricing assumptions by comparing them to independently developed ranges of forward price estimates using data from analysts and other industry sources

- evaluating the discount rate by comparing it to a discount rate range that was independently developed using publicly available market data for comparable entities.

- assessing the acreage valuation in the market approach by comparing such valuation to a range of indicated values for comparable transactions for similar properties using publicly available market data.

February 18, 2025

February 18, 2025

| Trade receivables, net of reserves of $24 in 2024 and $29 in 2023 | | | 3,526 | | | 3,195 | | |

| Inventories | | | 2,095 | | | 2,022 | | |

| Chemical | | | 8,725 | | | 8,279 | | |

| Corporate | | | 1,033 | | | 1,039 | | |

| | | | 140,954 | | | 126,811 | | |

| Current operating lease liabilities | | | 374 | | | 446 | | |

| Accounts payable | | | 3,753 | | | 3,646 | | |

| | | | | | | | | | | | |

| Net sales | | | $ | 26,725 | | $ | 28,257 | | $ | 36,634 | |