Current Report · Items 7.01, 9.01 · 8-K
Occidental Petroleum Corporation
OXYNYSEEQUITYCurrent
Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On February 19, 2026, Occidental Petroleum Corporation (“Occidental”) issued a press release announcing that it had commenced cash tender offers (the “Tender Offers”) to purchase its outstanding 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…
Filed Feb 19, 2026Accepted Feb 19, 2026, 7:11 AM ESTCIK 797468Accession 0000950157-26-000166
Company context
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.
Current securities
Disclosure sections
Items 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01
Regulation FD Disclosure.
On February 19, 2026, Occidental Petroleum Corporation (“Occidental”) issued
a press release announcing that it had commenced cash tender offers (the “Tender Offers”) to purchase its outstanding 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 “Subject Notes”), subject to a maximum aggregate principal amount of $700.0 million and a $58.0 million aggregate principal amount sub-cap in the case of the
0.000% 2036 Notes, each of which may be increased by Occidental.
In connection with the Tender Offers, Occidental is also soliciting consents from the holders of each series of Subject Notes (other than the 0.000% 2036
Notes) (the “Consent Solicitations”) for proposed amendments described in the Offer to Purchase (as defined below) that would, among other things, eliminate certain
covenants contained in the indenture governing such series of Subject Notes (the “Proposed Amendments”). Adoption of the Proposed Amendments with respect to each such
series of Subject Notes requires the requisite consent applicable to each such series of Subject Notes as described in the Offer to Purchase.
The Tender Offers and Consent Solicitations are made upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated February 19, 2026 (the “Offer to Purchase”). The Tender Offers and Consent Solicitations will each expire at 5:00 p.m., New York City time, on
March 19, 2026, unless extended or earlier terminated by Occidental. Holders of Subject Notes that are validly tendered prior to 5:00 p.m., New York City time, on March 4, 2026 and accepted for purchase pursuant to the applicable Tender Offer will
receive, in addition to the applicable tender offer consideration, the applicable early tender premium for such series of Subject Notes, in each case subject to the terms and conditions described in the Offer to Purchase. Occidental intends to fund
the Tender Offers with cash on hand, including proceeds from the January 2, 2026 consummation of the sale of all of the issued and outstanding equity interests in Occidental Chemical Corporation and its subsidiaries.
The Tender Offers and Consent Solicitations are conditioned upon the satisfaction or waiver of the conditions set forth in the Offer to Purchase.
Occidental reserves the right to amend, extend, withdraw or terminate any of the Tender Offers and/or Consent Solicitations in its sole discretion, subject to applicable law.
A copy of the press release relating to the commencement of the Tender Offers and Consent Solicitations is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference in its entirety.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htmEX-99.1
2
ex99-1.htm
PRESS RELEASE
Exhibit 99.1
Occidental Announces Cash Tender Offers and Consent
Solicitations for Certain of its Senior Notes and Debentures
HOUSTON - February 19,
2026 - Occidental (NYSE: OXY) today announced that it has commenced offers to purchase for cash (collectively, the “ Tender
Offers ” and each a “ Tender Offer ”) its outstanding senior notes and debentures listed in the table below and Consent Solicitations (as defined below) with respect to certain series of such senior notes and debentures, upon the terms
and conditions described in Occidental’s Offer to Purchase and Consent Solicitation Statement, dated February 19, 2026 (the “ Offer to Purchase ”).
Title of Security CUSIP / ISIN Aggregate Principal Amount Outstanding(1) Acceptance Priority Level Reference Treasury Security Bloomberg Reference Page(2) Fixed Spread Early Tender Premium(3) Sub-Cap Consent Notes
6.125% Senior Notes due 2031 674599EF8 / US674599EF81 $1,142,749,000 2 3.750% U.S. Treasury Notes due 01/31/2…
Open exhibit ↗