OCCIDENTAL PETROLEUM CORPORATION

 

to

 

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

 

as Trustee

 

 

 

 

Fifth Supplemental Indenture

 

Dated as of March 9, 2026
Amending and Supplementing the Indenture
Dated as of August 8, 2019

 

 

THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of March 9, 2026, by and between Occidental Petroleum Corporation, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association incorporated and existing under the laws of the United States of America, as trustee (the “Trustee”).

 

WITNESSETH:

 

WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as of August 8, 2019, between the Company and the Trustee, as amended by that certain First Supplemental Indenture, dated as of July 13, 2020, that certain Second Supplemental Indenture, dated as of December 22, 2020, that certain Third Supplemental Indenture, dated as of July 15, 2021 and that certain Fourth Supplemental Indenture, dated as of October 20, 2021 (the “Indenture”), providing for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness in one or more series (the “Securities”), up to such principal amounts as may be authorized as provided in the Indenture;

 

WHEREAS, there are Outstanding on the date hereof Securities consisting of $1,142,749,000 aggregate principal amount of the 6.125% Senior Notes due January 1, 2031 under the Indenture (the Outstanding Securities of such series, the “Applicable Securities”);

 

WHEREAS, pursuant to Section 902 of the Indenture, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of the series of Securities affected by this Fifth Supplemental Indenture voting as a single class (the “Requisite Consent”), the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of Securities of such series under the Indenture;

 

WHEREAS, upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement, dated as of February 19, 2026 (as amended by a press release issued by the Company on March 5, 2026, and as further amended or supplemented from time to time, the “Consent Solicitation Statement”), the Company has solicited consents (the “Consent Solicitation”) of, among others, the Holders of the Applicable Securities to certain proposed amendments to the Indenture requiring the Requisite Consent of Holders and to the execution of this Fifth Supplemental Indenture, as described in more detail in the Consent Solicitation Statement, and the Company has now obtained the Requisite Consent of such Holders, and, as such, this Fifth Supplemental Indenture, the amendments set forth herein and the Trustee’s entry into this Fifth Supplemental Indenture are authorized pursuant to Section 902 of the Indenture;

 

WHEREAS, pursuant to Sections 102, 103, 902, 903 and 905 of the Indenture, the Company has delivered to the Trustee a request for the Trustee to join with the Company in the execution of this Fifth Supplemental Indenture, along with (1) evidence of the Requisite Consent the Company has received from the Holders of the Applicable Securities, as certified by Global Bondholder Services Corporation, (2) copies of the Board Resolutions authorizing the execution of this Fifth Supplemental Indenture, (3) an Opinion of Counsel and (4) an Officer’s Certificate; and

 

WHEREAS, the execution and delivery of this Fifth Supplemental Indenture has been duly authorized by the Board Resolutions and all acts, conditions and requirements necessary to make this Fifth Supplemental Indenture a valid and binding agreement in accordance with its terms and for the purposes set forth herein have been done and taken, and the execution and delivery of this Fifth Supplemental Indenture has been in all respects duly authorized.

 

NOW, THEREFORE, intending to be legally bound hereby, each of the Company and the Trustee has executed and delivered this Fifth Supplemental Indenture.

 

ARTICLE ONE

 

 

SECTION 101.          Effectiveness of Indenture.

 

(a)          Except as specifically provided in this Fifth Supplemental Indenture, the Indenture shall remain in full force and effect.  This Fifth Supplemental Indenture shall constitute an indenture supplemental to the Indenture and shall be construed in connection with and form a part of the Indenture for all purposes, and every Holder of Applicable Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

 

(b)          The Company represents and warrants that each of the conditions of the Consent Solicitation as set forth in the Consent Solicitation Statement has been satisfied or, where permitted, waived, in all respects.

 

(c)          This Fifth Supplemental Indenture, and the amendments to the Indenture effected by this Fifth Supplemental Indenture, shall become operative upon execution and delivery of this instrument by the parties hereto.

 

ARTICLE TWO

AMENDMENTS TO THE INDENTURE

 

SECTION 201.          Amendments to the Indenture.  Pursuant to Section 902 of the Indenture, the Company and the Trustee (in the case of the Trustee, acting in reliance upon the instructions and directions of the Holders who have validly delivered consents representing the Requisite Consent pursuant to the Consent Solicitation) hereby agree to amend or supplement certain provisions of the Indenture in respect of the Applicable Securities as follows:

 

(a)          Section 704 of the Indenture (Reports by Company) is hereby amended and restated in its entirety by the following:

 

“Section 704.  Reports by Company.

 

The Company shall comply with the provisions of Section 314(a) of the Trust Indenture Act to the extent applicable.”

 

(b)          Section 801 of the Indenture (Company May Consolidate, Etc., Only on Certain Terms) is hereby amended and restated in its entirety by the following:

 

 

The Company shall not consolidate with or merge into any other Business Entity, unless:

 

(1) the Business Entity formed by such consolidation or into which the Company is merged shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all the Securities and the performance of every covenant of this Indenture and the Securities on the part of the Company to be performed or observed;

 

(2) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

 

(3) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.”

 

(c)          Section 802 of the Indenture (Successor Substituted) is hereby amended and restated in its entirety by the following:

 

“Section 802.  Successor Substituted.

 

Upon any consolidation with or merger by the Company into any other Business Entity in accordance with Section 801, the successor Business Entity formed by such consolidation or into which the Company is merged shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Business Entity had been named as the Company herein, and thereafter the predecessor Business Entity shall be relieved of all obligations and covenants under this Indenture and the Securities.”

 

(d)          The Indenture is hereby amended by deleting Section 1007 of the Indenture (Limitation on Liens) and all references and definitions to the extent solely relating thereto in their entirety and replacing such section with “[Intentionally Omitted]”.

 

(e)          Section 1104 of the Indenture (Notice of Redemption) is hereby amended and restated in its entirety by the following:

 

“Section 1104.  Notice of Redemption.

 

Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, notice of redemption shall be given in the manner provided in Section 106 to the Holders of Securities to be redeemed not less than 5 Business Days nor more than 60 days prior to the Redemption Date.

 

All notices of redemption shall identify the Securities to be redeemed (including, if applicable, the CUSIP number thereof) and shall state:

 

(1) the Redemption Date;

 

(2) the Redemption Price (or, if not then ascertainable, the manner of calculation thereof);

 

(3) if fewer than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed;

 

(4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security (or portion thereof) to be redeemed, together with (if applicable) accrued and unpaid interest thereon and, if applicable, that interest thereon will cease to accrue on and after said date;

 

(5) the place or places where such Securities maturing after the Redemption Date are to be surrendered for payment of the Redemption Price; and

 

(6) that the redemption is for a sinking fund, if such is the case.

 

A notice of redemption published as contemplated by Section 106 need not identify particular Securities to be redeemed.

 

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company; provided that, the Company sets forth the notice information in an Officer’s Certificate to the Trustee no less than 10 days prior to the Redemption Date (or such shorter time to which the Trustee agrees).”

 

SECTION 202.          Amendments to the Applicable Securities.

 

The Applicable Securities are hereby amended to delete or modify all provisions inconsistent with the amendments to the Indenture effected by this Fifth Supplemental Indenture, and each global Security shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such global Security consistent with the terms of the Indenture, as amended by this Fifth Supplemental Indenture.  To the extent of any conflict between the terms of each such global Security and the terms of the Indenture, as amended by this Fifth Supplemental Indenture, the terms of the Indenture, as amended by this Fifth Supplemental Indenture, shall govern and be controlling.

 

ARTICLE THREE

 

 

SECTION 301.          Trustee.

 

The Trustee accepts the amendments of the Indenture effected by this Fifth Supplemental Indenture and agrees to execute the trust created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended.  Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, and the Trustee makes no representation with respect to any such matters.  Additionally, the Trustee makes no representation or warranty as to the validity or sufficiency of this Fifth Supplemental Indenture.  For the avoidance of doubt, the Trustee, by executing this Fifth Supplemental Indenture in accordance with the terms of the Indenture, does not agree to undertake additional actions, nor does it consent to any transaction beyond what is expressly set forth in this Fifth Supplemental Indenture, and the Trustee reserves all rights and remedies under the Indenture, as amended by this Fifth Supplemental Indenture.

 

SECTION 302.          Capitalized Terms.

 

Capitalized terms used herein and not otherwise defined herein are used with the respective meanings ascribed to such terms in the Indenture.  The words “herein,” “hereof” and “hereby” and other words of similar import used in this Fifth Supplemental Indenture refer to this Fifth Supplemental Indenture as a whole and not to any particular section hereof.

 

SECTION 303.          Provisions Binding on Successors.

 

All of the covenants, stipulations, promises and agreements made in this Fifth Supplemental Indenture by each of the parties hereto shall bind its successors and assigns whether so expressed or not.

 

SECTION 304.          Effect of Headings.

 

The article and section headings herein are for convenience only and shall not affect the construction hereof.

 

SECTION 305.          Governing Law.

 

This Fifth Supplemental Indenture shall be deemed to be a contract made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of the State of New York (without regard to the conflicts of laws principles thereof).

 

SECTION 306.          Counterparts.

 

This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.  This Fifth Supplemental Indenture shall become effective and constitute a binding agreement between the parties hereto when counterparts hereof shall have been executed and delivered by each of the parties hereto.

 

SECTION 307.          Separability Clause.

 

In case any provision in this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

SECTION 308.          Conflicts.

 

To the extent of any inconsistency between the terms of the Indenture and this Fifth Supplemental Indenture, the terms of this Fifth Supplemental Indenture will control.  If any provision hereof limits, qualifies or conflicts with another provision hereof or of the Indenture which is required to be included in the Indenture by any of the provisions of the Trust Indenture Act, such required provisions shall control.

 

SECTION 309.          Entire Agreement.

 

This Fifth Supplemental Indenture, together with the Indenture, constitutes the entire agreement of the parties hereto with respect to the amendments to the Indenture set forth herein.

 

SECTION 310.          Execution.

 

Notwithstanding anything in the Indenture to the contrary, the words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Fifth Supplemental Indenture or any document to be signed in connection herewith, including by the Trustee, shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

 

[SIGNATURE PAGES FOLLOW]

 

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Supplemental Indenture as of the date first above written.

	OCCIDENTAL PETROLEUM CORPORATION
	By:	/s/ Jaime R. Casas
		Name:	Jaime R. Casas
		Title:	Vice President and Treasurer

 

 

 

Signature Page to

Fifth Supplemental Indenture

(2019 Indenture)

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	By:	/s/ Terence Rawlins
		Name:	Terence Rawlins
		Title:	Vice President

 

Signature Page to

Fifth Supplemental Indenture

(2019 Indenture)

Occidental Announces Early Tender Results and Upsize in Cash Tender Offers and Consent Solicitations for Certain of its Senior Notes and Debentures

HOUSTON — March 5, 2026 — Occidental (NYSE: OXY) today announced the early tender results, as set forth in the table below, of its offers to purchase for cash (collectively, the “Tender Offers” and each a “Tender Offer”) its Zero Coupon Senior Notes due 2036 (the “0.000% 2036 Notes”), 6.125% Senior Notes due 2031 (the “6.125% 2031 Notes”), 6.625% Senior Notes due 2030 (the “6.625% 2030 Notes”), 7.200% Debentures due 2029 (the “7.200% 2029 Debentures”) and 7.950% Debentures due 2029 (the “7.950% 2029 Debentures” and, together with the 0.000% 2036 Notes, the 6.125% 2031 Notes, the 6.625% 2030 Notes and the 7.200% 2029 Debentures, the “Notes”) and Consent Solicitations (as defined below). In connection therewith, Occidental further announced that it is increasing the maximum aggregate principal amount of Notes it will accept for purchase (as amended herein, the “Aggregate Cap”), from the previously announced amount of $700,000,000 to $1,200,000,000. The $58,000,000 maximum aggregate principal amount of the 0.000% 2036 Notes it will accept for purchase (the “Sub-Cap”) has not been increased.

The Tender Offers and Consent Solicitations are being made pursuant to the terms and conditions described in Occidental’s Offer to Purchase and Consent Solicitation Statement, dated February 19, 2026, as amended by this press release (the “Offer to Purchase”). As set forth in the Offer to Purchase, Occidental reserves the right, but is under no obligation, to further increase the Aggregate Cap or to increase the Sub-Cap at any time, subject to applicable law.  Capitalized terms used but not defined herein have the meanings ascribed thereto in the Offer to Purchase.

According to the information received from Global Bondholder Services Corporation, the Tender Agent and Information Agent for the Tender Offers and Consent Solicitations, as of 5:00 p.m., New York City time, on March 4, 2026 (such date and time, the “Early Tender Time”), Occidental had received, and informed Global Bondholder Services Corporation it had accepted, valid tenders from holders of the Notes as outlined in the table below.

Title of Security				CUSIP / ISIN				Aggregate Principal Amount Outstanding (1)			Acceptance Priority Level			Aggregate Principal Amount Tendered as of the Early Tender Time		Aggregate Principal Amount Accepted for Purchase as of the Early Tender Time	Proration Factor	Reference Treasury Security	Bloomberg Reference Page(2)	Fixed Spread	Early Tender Premium(3)
Zero Coupon Senior Notes due 2036				674599DG7 / US674599DG73				$284,540,000 (4)			1			$21,533,000		$21,533,000	100%	4.125% U.S. Treasury Notes due 02/15/2036	FIT1	+ 55 basis points	$30
6.125% Senior Notes due 2031				674599EF8 / US674599EF81				$1,142,749,000			2			$843,259,000		$843,259,000	100%	3.750% U.S. Treasury Notes due 01/31/2031	FIT1	+ 60 basis points	$30
6.625% Senior Notes due 2030				674599ED3 / US674599ED34				$1,449,459,000			3			$1,166,481,000		$335,208,000	28.7%	3.750% U.S. Treasury Notes due 01/31/2031	FIT1	+ 50 basis points	$30

____________________________________

The purchase of all Notes validly tendered and not validly withdrawn in the Tender Offers as of the Early Tender Time would cause Occidental to purchase an aggregate principal amount of Notes that exceeds the Aggregate Cap. Accordingly, Occidental has accepted for purchase a portion of the tendered 6.625% 2030 Notes and all tendered Notes with a higher Acceptance Priority Level and has not accepted for purchase any of the tendered 7.200% 2029 Debentures or 7.950% 2029 Debentures in accordance with the proration procedures and other Acceptance Priority Procedures set forth in the Offer to Purchase.

As the Tender Offers were fully subscribed up to the Aggregate Cap as of the Early Tender Time, holders who validly tender Notes after the Early Tender Time, but before the Expiration Date, will not have any of such Notes accepted for payment unless Occidental further increases the Aggregate Cap. The early settlement date for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase will be March 9, 2026 (the “Early Settlement Date”), subject to the satisfaction or waiver of all conditions to the Tender Offers and Consent Solicitations described in the Offer to Purchase.

Holders of Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Time and have been accepted for purchase pursuant to the applicable Tender Offer will receive the applicable Total Consideration for the applicable series of Notes, which includes the applicable early tender premium for such series of Notes as set forth in the table above (the “Early Tender Premium”), together with accrued but unpaid interest, if any, on such Notes from the last interest payment date with respect to such Notes to, but not including, the Early Settlement Date. In accordance with the procedures set forth in the Offer to Purchase, the Total Consideration will be determined by reference to the applicable fixed spread specified in the table above plus the yield of the applicable U.S. Treasury security specified in the table above (the “Reference Treasury Security”), based on the bid-side price of such Reference Treasury Security as quoted on the applicable Bloomberg Reference Page set forth in the table above at 10:00 a.m., New York City time, on March 5, 2026, and will be announced by Occidental promptly thereafter.  The Tender Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on March 19, 2026, unless earlier extended or terminated by Occidental.

As part of the Tender Offers, Occidental also solicited consents (the “Consent Solicitations”) from the holders of the 6.125% 2031 Notes, the 6.625% 2030 Notes, the 7.200% 2029 Debentures and the 7.950% 2029 Debentures (collectively, the “Consent Notes”) for certain proposed amendments (the “Proposed Amendments”) described in the Offer to Purchase that would, among other things, eliminate certain of the covenants contained in the indenture governing the Consent Notes with respect to the applicable series of Consent Notes and change the minimum notice period for notice of redemption to holders in respect of such applicable series of Consent Notes to 5 business days prior to the applicable redemption date. Adoption of the Proposed Amendments with respect to each series of Consent Notes requires the requisite consent applicable to such series of Consent Notes as described in the Offer to Purchase (the “Requisite Consent”).  As of the Early Tender Time, the Requisite Consent required to approve the Proposed Amendments with respect to the 6.125% 2031 Notes has been received, and the Company intends to execute a supplemental indenture to the indenture governing such series of Notes on the Early Settlement Date. As of the Early Tender Time, the Requisite Consent required to approve the Proposed Amendments with respect to the 6.625% 2030 Notes, the 7.200% 2029 Debentures and the 7.950% 2029 Debentures was not obtained by the Company and, therefore, the indenture governing such Notes will not be amended and will remain in effect in its present form.

Citigroup Global Markets Inc. is the sole Lead Dealer Manager (the “Lead Dealer Manager”) in connection with the Tender Offers and the sole Lead Solicitation Agent in connection with the Consent Solicitations, and J.P. Morgan Securities LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC are the Co-Dealer Managers in connection with the Tender Offers and the Consent Solicitations. Global Bondholder Services Corporation has been retained to serve as the Tender Agent and Information Agent for the Tender Offers and Consent Solicitations. Persons with questions regarding the Tender Offers and Consent Solicitations should contact Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106, J.P. Morgan Securities LLC at (toll-free) (866) 834-4666 or (collect) (212) 834-3424, RBC Capital Markets, LLC at (toll-free) (877) 381-2099 or (collect) (212) 618-7843, TD Securities (USA) LLC at (toll-free) (866) 584-2096 or (collect) (212) 827-2842 or Wells Fargo Securities, LLC at (toll-free) (866) 309-6316 or (collect) (704) 410-4235. Requests for the Offer to Purchase should be directed to Global Bondholder Services Corporation at (banks or brokers) (212) 430-3774 or (toll-free) (855) 654-2015 or by email to contact@gbsc-usa.com.

None of Occidental, the Dealer Managers and Solicitation Agents, the Tender Agent and Information Agent, the trustee under the indenture governing the Notes or any of their respective affiliates is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers and Consent Solicitations. Holders must make their own decision as to whether to participate in the Tender Offers and Consent Solicitations and, if so, the principal amount of Notes as to which action is to be taken.

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. Neither this press release nor the Offer to Purchase is an offer to sell or a solicitation of an offer to buy any securities. The Tender Offers and Consent Solicitations are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Occidental by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Occidental

Occidental is an international energy company that produces, markets and transports oil and natural gas to maximize value and provide resources fundamental to life. The company leverages its global leadership in carbon management to advance lower-carbon technologies and products. Headquartered in Houston, Occidental primarily operates in the United States, the Middle East and North Africa. To learn more, visit oxy.com.

Cautionary Statement Concerning Forward-Looking Statements

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

Words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,” “objective,” “commit,” “advance,” “likely” or similar expressions that convey the prospective nature of events or outcomes are generally indicative of forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of this press release. Unless legally required, we undertake no obligation to update, modify or withdraw any forward-looking statements, as a result of new information, future events or otherwise. Material risks that may affect our results of operations and financial position appear under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in Occidental’s other filings with the U.S. Securities and Exchange Commission.

Contacts

Occidental Announces Total Consideration for its Cash Tender Offers and Consent Solicitations for Certain of its Senior Notes and Debentures

HOUSTON — March 5, 2026 — Occidental (NYSE: OXY) today announced the consideration payable in respect of its offers to purchase for cash (collectively, the “Tender Offers” and each a “Tender Offer”) its Zero Coupon Senior Notes due 2036 (the “0.000% 2036 Notes”), 6.125% Senior Notes due 2031 (the “6.125% 2031 Notes”), 6.625% Senior Notes due 2030 (the “6.625% 2030 Notes”), 7.200% Debentures due 2029 (the “7.200% 2029 Debentures”) and 7.950% Debentures due 2029 (the “7.950% 2029 Debentures” and, together with the 0.000% 2036 Notes, the 6.125% 2031 Notes, the 6.625% 2030 Notes and the 7.200% 2029 Debentures, the “Notes”) and the solicitation of consents (the “Consent Solicitations”) with respect to the Notes (other than the 0.000% 2036 Notes), upon the terms and conditions described in Occidental’s Offer to Purchase and Consent Solicitation Statement, dated February 19, 2026, as amended (the “Offer to Purchase”).

The consideration (the “Total Consideration”) for each $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Time (as defined below) and accepted for purchase pursuant to the Tender Offers was determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified in the table below, plus the yield of the applicable U.S. Treasury security specified in the table below (the “Reference Treasury Security”), based on the bid-side price of such Reference Treasury Security as quoted on the Bloomberg Reference Page specified in the table below at 10:00 a.m., New York City time, on March 5, 2026.

____________________________________

Holders of Notes that were validly tendered at or prior to 5:00 p.m., New York City time, on March 4, 2026 (the “Early Tender Time”) and accepted for purchase pursuant to the applicable Tender Offer will receive the Total Consideration for such series of Notes, which includes the applicable early tender premium for such series of Notes as set forth in the table above (the “Early Tender Premium”). All holders of Notes validly tendered and accepted for purchase pursuant to the Tender Offers will also receive accrued and unpaid interest, if any, on such Notes from the last interest payment date with respect to those Notes to, but not including, March 9, 2026 (the “Early Settlement Date”). Subject to the terms and conditions described in the Offer to Purchase, Occidental will purchase any Notes that have been validly tendered at or prior to the Early Tender Time and accepted in the applicable Tender Offer on the Early Settlement Date. 

Citigroup Global Markets Inc. is the sole Lead Dealer Manager (the “Lead Dealer Manager”) in connection with the Tender Offers and the sole Lead Solicitation Agent in connection with the Consent Solicitations, and J.P. Morgan Securities LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC are the Co-Dealer Managers in connection with the Tender Offers and the Consent Solicitations. Global Bondholder Services Corporation has been retained to serve as the Tender Agent and Information Agent for the Tender Offers and Consent Solicitations. Persons with questions regarding the Tender Offers and Consent Solicitations should contact Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106, J.P. Morgan Securities LLC at (toll-free) (866) 834-4666 or (collect) (212) 834-3424, RBC Capital Markets, LLC at (toll-free) (877) 381-2099 or (collect) (212) 618-7843, TD Securities (USA) LLC at (toll-free) (866) 584-2096 or (collect) (212) 827-2842 or Wells Fargo Securities, LLC at (toll-free) (866) 309-6316 or (collect) (704) 410-4235. Requests for the Offer to Purchase should be directed to Global Bondholder Services Corporation at (banks or brokers) (212) 430-3774 or (toll-free) (855) 654-2015 or by email to contact@gbsc-usa.com.

None of Occidental, the Dealer Managers and Solicitation Agents, the Tender Agent and Information Agent, the trustee under the indenture governing the Notes or any of their respective affiliates is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers and Consent Solicitations. Holders must make their own decision as to whether to participate in the Tender Offers and Consent Solicitations and, if so, the principal amount of Notes as to which action is to be taken.

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. Neither this press release nor the Offer to Purchase is an offer to sell or a solicitation of an offer to buy any securities. The Tender Offers and Consent Solicitations are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Occidental by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Occidental

Occidental is an international energy company that produces, markets and transports oil and natural gas to maximize value and provide resources fundamental to life. The company leverages its global leadership in carbon management to advance lower-carbon technologies and products. Headquartered in Houston, Occidental primarily operates in the United States, the Middle East and North Africa. To learn more, visit oxy.com.

Cautionary Statement Concerning Forward-Looking Statements

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

Words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,” “objective,” “commit,” “advance,” “likely” or similar expressions that convey the prospective nature of events or outcomes are generally indicative of forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of this press release. Unless legally required, we undertake no obligation to update, modify or withdraw any forward-looking statements, as a result of new information, future events or otherwise. Material risks that may affect our results of operations and financial position appear under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in Occidental’s other filings with the U.S. Securities and Exchange Commission.

Contacts

Media	Investors
Eric Moses	Babatunde A. Cole
713-497-2017	713-552-8811
eric_moses@oxy.com	investors@oxy.com