Item 1A. Risk Factors

Except for the addition of the risk factors set forth below, there have been no material changes to the risk factors included under Part I, Item 1A of the 2024 Form 10-K.

Risks related to the OxyChem Transaction

The OxyChem Transaction is subject to various risks, uncertainties and conditions and may not be completed on the terms or timeline currently contemplated, if at all.

On October 1, 2025, the Company, through two subsidiaries, entered into the Purchase Agreement, pursuant to which, subject to the terms and conditions set forth therein, Berkshire Hathaway has agreed to acquire all of the issued and outstanding equity interests in OxyChem for $9.7 billion, subject to customary adjustments for cash and indebtedness and for changes in working capital from an agreed upon working capital target. The Purchase Agreement provides that completion of the OxyChem Transaction is subject to the satisfaction or waiver of customary closing conditions, including, among other things, obtaining certain required regulatory consents or approvals. There can be no assurance regarding the

timing of the completion of the OxyChem Transaction or that the transaction will be completed. Unanticipated developments could delay, prevent or otherwise adversely affect the OxyChem Transaction, including, but not limited to, potential issues or delays in obtaining various regulatory approvals. In addition, each party has the right to terminate the Purchase Agreement under specified circumstances, including if the closing of the transaction has not occurred on or before March 30, 2026, subject to an automatic extension of 90 days if certain conditions relating to regulatory approvals have not been satisfied or waived by such date.

If the OxyChem Transaction is not completed, Occidental will not be able to accelerate the reduction of its outstanding indebtedness with the anticipated proceeds from the transaction.

Occidental expects to use a majority of the after-tax proceeds from the transaction to accelerate the reduction of its outstanding indebtedness. If the OxyChem Transaction is not completed, Occidental will not be able to complete the anticipated accelerated reduction in outstanding indebtedness, which could have an adverse effect on Occidental’s cost of capital and ability to access capital markets. If the transaction is not completed and Occidental is unable to generate sufficient funds from its operations or divestitures on favorable terms or at all to satisfy its capital requirements, including its existing debt obligations, or to raise additional capital on acceptable terms, Occidental’s businesses, financial condition, results of operations, cash flows and/or stock price could be adversely affected.

If the OxyChem Transaction is completed, Occidental's business will be more exposed to fluctuations in the markets for oil, NGL and natural gas, which could adversely affect Occidental's business, financial condition, results of operations or cash flows.

If the OxyChem Transaction is completed, Occidental's business will be more exposed to fluctuations in the markets for oil, NGL and natural gas. Prices for oil, NGL and natural gas fluctuate widely. Historically, the markets for oil, NGL and natural gas have been volatile and may continue to be volatile in the future. 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, the quantity of estimated proved reserves that may be attributed to its properties and/or stock price may be materially and adversely affected. Prices are determined by global and local market forces which are not in Occidental’s control.

In connection with the OxyChem Transaction, the Company, by or through one or more of its subsidiaries, will retain certain liabilities and be subject to post-closing indemnification obligations, any of which could adversely affect Occidental's business, financial condition, results of operations or cash flows.

In connection with the OxyChem Transaction, an Occidental subsidiary will retain environmental liabilities relating to OxyChem's legacy sites. Furthermore, under the Purchase Agreement, 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. In connection with the closing, Occidental will enter into a guaranty in favor of Berkshire Hathaway to guarantee those indemnification obligations of its subsidiaries. Such retained liabilities or indemnification obligations could be greater than expected and could result in significant liability to Occidental, which could adversely affect its business, financial condition, results of operations or cash flows.