OCCIDENTAL PETROLEUM CORP /DE/ (OXY) Risk Factors

ITEM 1A.    RISK FACTORS

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.

Volatile global and local commodity pricing strongly affects the Company’s results of operations.

The Company’s financial results correlate closely to the prices it obtains for its products, particularly oil and, to a lesser extent, NGL and natural gas. 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. Historically, the markets for oil, NGL and natural gas have been volatile and may continue to be volatile in the future. Prices for oil, NGL and natural gas fluctuate widely. Prices are determined by global and local market forces which are not in the Company’s control. These factors include, among others:

•Domestic and international supplies of, and demand for, oil, NGL, natural gas and refined products;

•General economic conditions, including domestic or international economic slowdowns or recessions;

•The cost of exploring for, developing, producing, refining and marketing oil, NGL, natural gas and refined products;

•Operational impacts such as production disruptions, technological advances and regional market conditions, including available transportation capacity and infrastructure constraints in producing areas;

•Changes in weather patterns and climate;

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

•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;

•The price and availability of and demand for alternative and competing fuels;

•The effect of energy conservation efforts and technological advances affecting energy consumption and supply;

•Government policies and support and market demand for low-carbon technologies;

•Domestic and international laws, regulations, tariffs and taxes, shareholder activism or activities by advocacy groups that restrict the exploration, development, production, import or export of hydrocarbons and other products and goods;

•Additional or increased nationalization and expropriation activities by governments;

•The impact and uncertainty of significant health events, including pandemics and epidemics; and

•The effect of releases from or replenishment of the U.S. Strategic Petroleum Reserve.

The long-term effects of these and other conditions on the prices of oil, NGL and natural gas are uncertain and there can be no assurance that the demand or pricing for the Company’s products will follow historic patterns. Prolonged or substantial decline, or sustained market uncertainty, in these commodity prices may have the following effects on the Company’s business:

•Adversely affect the Company’s financial condition, results of operations, cash flows, ability to reduce debt, access to and cost of capital, and ability to finance planned capital expenditures or planned acquisitions, pay dividends or repurchase shares;

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

•Reduce the amount of oil, NGL and natural gas that the Company can produce economically;

•Cause the Company to delay or postpone capital projects;

•Reduce the amounts of the Company’s estimated proved oil, NGL and natural gas reserves;

•Reduce the standardized measure of discounted future net cash flows relating to oil, NGL and natural gas reserves; and

•Adversely impact the ability of the Company’s partners to fund their working interest capital requirements.

Generally, the Company’s historical practice has been to remain exposed to the market prices of commodities at the corporate level. As of December 31, 2025, there were no commodity hedges in place. Management may choose to put hedges in place in the future for oil, NGL and natural gas commodities. Commodity price risk management activities may prevent the Company from fully benefiting from price increases and may expose it to regulatory, counterparty credit and other risks.

Anadarko’s Tronox settlement may not be deductible for income tax purposes and the Company may be required to repay the tax refund Anadarko received in 2016 related to the deduction of the Tronox settlement payment.

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.

In accordance with ASC Topic 740’s guidance on the accounting for uncertain tax positions, the Company has not recorded a tax benefit for the tentative cash tax refund or for the additional cash tax benefits realized from the utilization of tax attributes associated with the claimed deduction. 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. For additional information on income taxes generally and the Tronox tax matter, see Note 9 - Income Taxes and Note 12 - Lawsuits, Claims, Commitments and Contingencies, respectively, in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

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. Periodically, the Company has relied on access to capital markets for funding. The Company’s future access to capital markets and/or availability at favorable terms or 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, investor sentiment, risks impacting financial institutions or the credit markets more broadly and/or the Company’s performance, credit ratings or ability to meet existing debt obligations. The Company is regularly evaluated by the major credit rating agencies based on numerous factors, including its financial strength, conditions affecting the oil and gas industry and commodity price outlooks. 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. If the Company is unable to generate sufficient funds from its operations or complete divestitures on favorable terms, or at all, to fund its capital requirements, including its existing debt obligations, or to raise additional capital on acceptable terms, the Company’s financial condition, results of operations, cash flows and/or stock price could be adversely affected.

Government actions, regulatory changes and political, economic and social instability may adversely affect the Company’s operations and results of operations.

The Company’s domestic and international operations are subject to extensive laws and regulations and may be adversely affected by the actions and decisions of many federal, state, local and international governments, political interests and advocacy groups.

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. For additional discussion of some of these matters, see Note 9 - Income Taxes in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

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:

•Uncertain or volatile political, social and economic conditions;

•Political instability, social unrest, terrorism, war or armed conflict;

•Public health crises or other catastrophic events, such as pandemics;

•Confiscatory taxation or other adverse tax policies or currency controls;

•Trade regulations, tariffs or sanctions;

•Theft of, or lack of sufficient legal protection for, proprietary technology and other intellectual property;

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

•Restrictions on the repatriation of income or capital;

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

•Changes in the usage of the U.S. dollar in global trade;

•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;

•Developmental delays and cost overruns due to approval delays for, or denial of, drilling, construction, environmental and other regulatory approvals, permits and authorizations; and

•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. Domestic and international regulatory efforts are evolving, including the international alignment of such efforts, and the Company cannot predict what final regulations will be enacted, modified or reversed or what their ultimate impact on the Company’s business would be. 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.

The Company is subject to actual and threatened claims, litigation, assessments, investigations and other proceedings, including proceedings by governments and regulatory authorities, involving a wide range of issues, such as taxes, drilling, completions, production processes, commercial disputes, regulatory compliance, environmental remediation and health and safety. 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. The outcomes of these matters are inherently unpredictable and subject to significant uncertainties. Determining legal reserves or reasonably possible losses from such matters involves judgment and may not reflect the full range of uncertainties and unpredictable outcomes. Until the final resolution of such matters, the Company may be exposed to losses in excess of the amounts recorded, and such amounts could be material. Should any of its estimates and assumptions change or prove to have been incorrect, it could have a material adverse effect on the Company’s financial condition, results of operations and cash flows. For additional discussion of some of these matters, see Note 11 – Environmental Liabilities and Expenditures and Note 12 - Lawsuits, Claims, Commitments and Contingencies in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

The Company is subject to operational hazards and catastrophic events.

The Company’s operations, both onshore and offshore, face risks and hazards inherent to operating in the energy industry. These include well blowouts, fires, explosions, pipeline ruptures, spills, emissions or releases of regulated materials into the soil, surface water, ground water or the marine environment, material or mechanical failures, power outages, industrial accidents, abnormally pressured or structured formations, severe weather events (such as hurricanes, floods, freezes, heat waves or droughts), land deformations (such as earthquakes, landslides or subsidence), other acts of nature, pandemics, physical or cyber-attacks, terrorist attacks, piracy and other events that cause operations to be curtailed or cease. Coastal and offshore operations are particularly susceptible to disruption from severe weather events. The aforementioned events may present acute risks, such as specific storms or wildfires, or chronic risks, such as sea level rise or water scarcity. Any of these risks could adversely affect the Company as a result of:

•Injuries or impacts to the Company’s workforce and local communities;

•Damage to or destruction of property and equipment, including property and equipment owned by third parties which the Company’s operations rely upon;

•Damage to natural resources;

•Pollution or other environmental damage;

•Regulatory investigations, claims, fines or penalties;

•Loss of well location, acreage, expected production or related reserves;

•Suspension or delay of permits or operations or closure of facilities;

•Substantial liability claims;

•Significant response, repair or remediation costs that negatively impact the Company’s breakeven economics;

•Demand for or deployment of significant resources including capital, personnel, materials and equipment to respond to an event; and

•Legislative or regulatory changes resulting from an event.

The Company conducts offshore operations in the Gulf of America and international locations through certain subsidiaries. Offshore operations are vulnerable to unique risks in addition to those listed above, including deep-water technical complexity, logistical and security challenges, a limited number of partners available to participate in projects and more stringent permitting and regulatory requirements. The Company may also face longer recovery times and higher remediation costs for offshore incidents compared to onshore operations. Deep-water projects (greater than 1,000 feet) are especially challenging and costly due to limited infrastructure and support services, often requiring more time between discovery and ability to market production, thereby increasing commercial and operational risk. These factors can increase the potential for and impact of catastrophic events, which could result in significant operational disruption, increased costs or loss of production and could have a material adverse effect on the Company’s financial condition, results of operations, cash flows and reserves.

Health, safety and environmental laws and regulations and climate-related policies could have a material adverse effect on the Company’s financial condition, results of operations and cash flows.

The Company’s operations, properties and assets are subject to extensive health, safety and environmental laws and regulations, including those governing drilling, completions, production, GHG and other air emissions, water use and discharges, waste management, environmental remediation and protection of wildlife and ecosystems. The requirements of these laws and regulations are complex, stringent and expensive to implement. Costs of compliance with these laws and regulations are significant and can be unpredictable and may require significant capital investment and operating costs, and violations can result in penalties, operational restrictions or cessation of operations in affected areas. In addition, evolving climate-related policies, such as those related to CCUS, monitoring, reporting or control of methane and other GHG emissions, and carbon pricing and associated allowances, credits, taxes, fees or incentives, as well as recent legislative developments such as the OBBBA, could increase costs or reduce demand for certain products. Some of these laws and regulations provide for strict, joint and several liability, and the Company could be liable for the actions of others, including prior owners or operators of properties or other assets.

Collectively, international, federal, state and local government and private actions relating to air emissions may require the Company to incur additional operating and maintenance costs, including for service providers and costs to purchase, operate and maintain emissions control systems, acquire emission allowances or credits, pay taxes or fees for methane and other GHG emissions or comply with new regulatory or reporting requirements. They could also affect permitting or other regulatory approvals or prevent the Company from conducting oil and gas development activities in certain areas. In addition, they could promote the use of alternative sources of energy and thereby decrease demand for the Company’s oil, NGL, natural gas and other products. Future legislation or regulatory or market changes could also increase the cost of consuming or reduce demand for the Company’s products and thereby lower the value of the Company’s reserves, potentially resulting in impairments. Consequently, actions designed to reduce GHG or other air emissions could cause the Company to make changes with respect to its business plan, operations or assets that may have an adverse effect on its financial condition, results of operations, cash flows and reserves.

It is difficult to predict the timing, likelihood and scope of such government and private actions and their ultimate effect on the Company, which could depend on, among other things, the type and extent of air emissions reductions required, the availability and price of emission allowances or credits, carbon accounting standards, the availability and price of alternative fuel sources, the energy sectors covered, market conditions (including consumer responsiveness to such changes), the Company’s ability to recover the costs incurred through its operating agreements or the pricing of its oil, NGL, natural gas and other products and whether service providers are able to pass increased costs through to the Company.

The Company uses and generates regulated substances in its operations, which have resulted in, and may in the future result in, further environmental remediation costs. The Company discloses on a consolidated basis the amounts currently recorded for environmental remediation with respect to existing conditions from alleged past practices at the sites the Company is currently monitoring and the range of reasonably possible additional losses at those sites beyond the amounts currently recorded. For additional discussion of such matters, see Note 11 – Environmental Liabilities and Expenditures and Note 12 - Lawsuits, Claims, Commitments and Contingencies in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K. In addition, stricter enforcement, changing interpretations or reversal of existing laws and regulations, the enactment of new laws and regulations, the discovery of previously unknown contamination or the imposition of new or increased requirements could require the Company to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on its financial condition, results of operations and cash flows.

The Company’s carbon management and sustainability initiatives and strategic objectives involve significant risks and uncertainties.

The Company’s aspirations, goals, initiatives and investments related to carbon management, DAC and sustainability, and the execution of its broader business strategies, expose it to significant financial, operational, regulatory, technological, legal, market, reputational and other risks. The Company’s results of operations depend on the extent to which it can execute new business strategies effectively, particularly in the context of climate-related policies that seek to lower carbon intensity, and evolving laws, regulations and government and private actions regarding the environment and climate change.

Efforts to reduce GHG emissions, other air emissions and carbon intensity and to advance sustainability initiatives are subject to numerous uncertainties and contingencies, many of which are beyond the Company’s control. These include evolving market conditions (such as demand for carbon sequestration and related CO2 removal credits, allowances or other attributes), supply chain constraints or delays (such as with respect to raw materials, equipment and electrical infrastructure), changes in the Company’s portfolio and the availability of grants, loans or tax deductions, incentives or credits (including, as applicable, the transferability thereof).

Certain of the Company’s strategic goals depend on the successful implementation of new and existing technologies on a commercial scale, including the deployment of DAC technology, start-up operations at STRATOS and the development of proposed CCUS projects. These technologies are in various stages of development or implementation and may require more capital, or take longer to develop, than currently expected. The Company may also be required to develop or implement additional technologies at substantial cost, and effective execution of these initiatives may necessitate significant new capital, which might not be available in the amounts or at the times anticipated. Any such capital‑raising activities could increase the Company’s leverage or overall cost of doing business. There is also a risk that some of these technologies may not perform as intended, may fail to achieve commercial viability, or may never develop to the stage necessary to support the Company’s long‑term plans. Further, these carbon management technologies are in competition with technologies being developed by governments and other companies, and the market for carbon sequestration and related CO2 removal credits, allowances or other attributes is not well established. If this market does not develop, or if the regulatory environment does not support carbon management activities, the Company may not be successful in the carbon management industry.

Sustainability-related disclosures rely on developing standards, assumptions and methodologies that may continue to change, and new or amended rules could require the Company to modify reported goals or incur additional compliance costs. The Company may face scrutiny from investors, customers, advocacy groups and regulators, and failure, or perceived failure, to meet goals or reporting expectations could result in reputational harm, litigation or enforcement actions. Divergent stakeholder views, legislation and government policies on environmental and social matters may affect the Company’s access to capital, cost of financing and business relationships.

The Company’s low-carbon investments in subsidiaries, property, intangibles and goodwill are subject to impairment testing. If these initiatives do not perform as intended or fail to achieve commercial viability or markets do not develop, the Company may impair those assets. Future costs associated with reducing emissions and carbon intensity, as well as impacts resulting from other risk factors described herein, could lead to impairments in the future, particularly if such costs significantly impact the Company’s breakeven economics. These factors could materially impact the Company’s financial condition, results of operations and cash flows.

The Company operates in highly competitive environments and may not be able to source production or replace reserves.

Oil and gas reservoirs are characterized by declining production rates. Unless the Company conducts successful exploration or development activities, acquires properties containing proved reserves, or both, proved reserves will generally decline and negatively impact the Company’s revenue. Reserve replacement is subject to factors such as geology, government regulation, permitting, capital availability, commodity prices, costs of oilfield goods and services and the effectiveness of development plans, many of which are partially or fully outside of management’s control.

The exploration and production of oil, NGL and natural gas is a highly competitive business. The Company has many competitors (including national oil companies), some of which are larger and better funded, more risk-tolerant, have greater access to capital, technology and talent or have special competencies. As competitors develop or adopt new technologies (including artificial intelligence), the Company may be placed at a disadvantage and may be required to invest significant resources to remain competitive.

Competition for access to reserves may make it more difficult to find attractive investment opportunities or require delay of reserve replacement efforts. Further, during periods of low product prices, any cash conservation efforts may delay production growth and reserve replacement efforts. Also, there is substantial competition for capital available for investment in the oil and gas industry. The Company may be unable to acquire properties, grow production or replace reserves.

In addition, the Company’s acquisition activities carry risks including the potential for less-than-expected reserves or production or changed circumstances, such as declines in oil, NGL and natural gas prices, unexpected integration costs or difficulties, share price declines based on the market’s evaluation of the activity or unforeseen liabilities.

The Company may not be successful in finding, developing or acquiring additional reserves, and its efforts may not be economic. The value of Occidental’s securities and its ability to raise capital will be adversely impacted if it is not able to replace reserves that are depleted by production or replace its declining production with new production by successfully allocating capital to maintain its reserves and production base.

The Company’s oil and gas reserves and other significant financial statement items are estimates based on professional judgment and may be subject to revision.

Reported oil and gas reserves are estimates based on professional judgment and numerous assumptions regarding geophysical, engineering, technical and economic factors. The procedures and methods for estimating the reserves by the Company’s internal engineers have been reviewed by independent petroleum consultants. However, those procedures and methods are complex and require significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each reservoir and the resulting estimated oil and gas reserves are therefore inherently uncertain and may be estimated differently by different engineers, even when analyzing the same data. Actual production, revenues, expenditures, oil, NGL and natural gas prices and taxes with respect to the Company’s reserves may vary from estimates and the variance may be material.

In addition, the discounted cash flows included in this Form 10-K should not be construed as the fair value of the reserves attributable to the Company’s properties. The estimated discounted future net cash flows from proved reserves are based on an unweighted arithmetic average of the first-day-of-the-month price for each month within the year in accordance with SEC regulations. Actual future prices and costs may differ materially from SEC regulation-compliant prices and costs used for purposes of estimating future discounted net cash flows from proved reserves. Also, actual future net cash flows may differ from these discounted net cash flows due to the amount and timing of actual production, availability of financing for capital expenditures necessary to develop the Company’s undeveloped reserves, supply and demand for oil, NGL or natural gas, increases or decreases in consumption of oil, NGL or natural gas and changes in government regulations or taxation.

In preparing its periodic reports and financial statements, the Company is required to make estimates and assumptions as of a specified date. These estimates and assumptions, including those related to oil and gas or other reserves, are based on management’s best knowledge and experience at the time, but are subject to substantial uncertainty. Changes in business plans, market conditions, commodity prices, and the pace of energy transition or new information may materially differ from estimates. If these estimates and assumptions prove to be inaccurate or materially differ from actual results, the Company’s financial position, results of operations and cash flows could be adversely affected.

The Company may experience delays, cost overruns, losses or unrealized expectations in development efforts and exploration activities.

Oil, NGL and natural gas exploration and production activities are subject to numerous risks beyond the Company’s control, including the risk that drilling will not result in commercially viable oil, NGL or natural gas production. In its development and exploration activities, the Company bears the risks of:

•Equipment failures;

•Construction delays;

•Escalating costs for, competition for, shortages of or delays in services, materials, supplies, equipment or labor or other supply chain constraints;

•Increasing prices as a result of inflation;

•Disappointing drilling results or reservoir performance;

•Actions by third-party operators of its properties;

•Delays imposed by or resulting from compliance with permits, laws, regulations or litigation and costs of drilling wells on lands subject to complex development terms or circumstances;

•Oil, NGL and natural gas gathering, transportation and processing availability, restrictions or limitations; and

•Title, property or access issues or border disputes and other associated risks that may affect its ability to profitably grow production, replace reserves and achieve its targeted returns.

Exploration is inherently risky and is subject to delays, misinterpretation of geologic or engineering data, unexpected geologic conditions or finding reserves of disappointing quality or quantity, which could have a material adverse effect on the Company’s financial condition, results of operations, cash flows and reserves.

The Company’s operations could be adversely affected if it is unable to source water or sand or dispose of surplus fluids.

Water and sand are essential inputs for the exploration and production of oil and gas. The Company’s ability to obtain water or sand for its operations may be affected by factors such as regional supply and demand, price volatility, transportation availability and other market conditions. Additionally, some government authorities have restricted the use of water subject to their jurisdiction for hydraulic fracturing. Restrictions on sourcing water or sand, increased costs or regulatory changes affecting the use of these inputs could disrupt operations, increase expenses or limit production. Compliance with evolving environmental regulations or shortages of water or sand may require the Company to curtail activities or incur additional costs. As a result, the Company may be unable to economically produce oil, NGL and natural gas, which could have a material adverse effect on its financial condition, results of operations and cash flows.

The Company must also dispose of the surplus fluids produced from oil and gas operations, including produced water, either directly or through the use of third-party vendors. Legal requirements related to the subsurface injection of produced water are subject to change. In response to increased seismic activity, some states have curtailed water disposal and suspended disposal permits in seismic response areas (SRAs), particularly in deep disposal wells, and adopted additional regulations governing produced water disposal and recycling. While the Company has retained the ability to dispose of surplus produced water under applicable guidelines and regulations, increased seismicity and formation pressures, or responses to such events by agencies and companies, such as curtailing or relocating disposal, could impact the location, timing and cost of development programs and existing operations, particularly in or near SRAs. Restrictions or higher operating costs as a result of more stringent regulations, permits or government directives, potential litigation or other developments could materially impact the Company’s ability to dispose of produced water, which could have a material adverse effect on its financial condition, results of operations and cash flows.

The Company’s production from CO2 EOR operations may decline if it is unable to obtain sufficient amounts of CO2.

CO2 EOR operations are critical to the Company’s long-term strategy. Oil production from these projects depends on reliable access to sufficient amounts of naturally occurring or anthropogenic (human-made) CO2. Supply disruptions due to, among other things, CO2 producing well and facility issues, third-party failures, regulatory constraints or market conditions could limit CO2 availability and delay or reduce production. This could have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Acquisitions, divestitures and other transactions may cause financial results to differ from the Company’s or investors’ expectations, may not deliver anticipated benefits and could disrupt current operations.

The success of acquisitions, divestitures and other transactions will depend, in part, on the Company’s ability to successfully complete and realize the anticipated benefits of such transactions. Both acquisitions and divestitures (including the OxyChem Transaction) and associated restructuring may result in the Company bearing unforeseen or greater liabilities, costs, tax consequences or regulatory or contractual issues than anticipated and divert management’s attention from ongoing business operations. In addition, in the case of acquisitions, difficulties in integrating businesses or employees may result in the failure to realize anticipated results, benefits and synergies in the expected timeframes and in operational challenges. Any of the foregoing risks associated with acquired or divested properties or businesses may have an adverse impact on the Company’s financial condition, operating results or cash flows. For further information on such transactions, see Note 4 - Acquisitions, Divestitures and Other Transactions in the Notes to Consolidated Financial Statements in Part II Item 8 of this Form 10-K.

An Occidental subsidiary acts as the general partner of WES, a publicly traded master limited partnership, which may involve potential legal liability.

An Occidental subsidiary, Western Midstream Holdings, LLC, acts as the general partner of WES, a publicly traded master limited partnership. Its general partner interest in WES may increase the possibility that it could be subject to claims of breach of duties owed to WES, including claims of conflict of interest. Any such claims could increase the Company’s costs and any liability resulting from such claims could have a material adverse effect on the Company’s financial condition, operating results or cash flows.

The Company is exposed to cybersecurity, digital infrastructure and data security risks.

The Company relies on technology to enable its business operations. The increasing use of digital technology, information technology and operational technology, including services and networks maintained by the Company as well as third parties, exposes the Company to evolving threats, including unauthorized access, ransomware or other malware, service disruptions, threats to the security of facilities and infrastructure, cyber terrorism, critical infrastructure attacks, supply chain attacks and other attacks on third-party vendors. Cyber incidents, whether from insiders or external actors, such as criminals, hacktivists or nation state threat actors, could disrupt operations or compromise sensitive information, which may impact the Company’s reputation, result in regulatory penalties or result in financial losses.

Technology failures, network disruptions and breaches of data security could disrupt the Company’s operations in numerous ways, including by causing accidents, delays or losses and impacts to the Company’s workforce, customers and local communities, impeding processing of transactions and reporting financial results, and leading to the unintentional disclosure of Company, partner, customer or employee information. In addition, the Company faces risks related to the unauthorized access, theft or misuse of proprietary information, including intellectual property, trade secrets and sensitive business data. These risks may arise not only from external actors but also from current or former insiders, including former employees, contractors or other parties with prior access to the Company’s systems. Loss or compromise of proprietary information could adversely impact the Company’s competitive position, strategic initiatives or business relationships. The Company also has exposure to cybersecurity risks where its systems, data and proprietary information are accessed, collected, hosted and/or processed by third-party cloud and other service providers. The Company also faces increased risk with the growing sophistication of artificial intelligence capabilities, which may improve or expand the existing capabilities of

cyber threat actors. While the Company uses advanced technologies, including AI-based tools, to strengthen its defenses and support business operations, such measures may not be successful in preventing or mitigating cyber threats.

Moreover, laws and regulations governing cybersecurity and data privacy and the unauthorized disclosure of confidential, regulated or protected information pose increasingly complex compliance challenges and potential costs, and any failure to comply with these requirements or other applicable laws and regulations in this area could result in significant regulatory penalties or other legal liabilities.

Despite robust cybersecurity measures, the Company has experienced cyber-attacks in the past and expects such threats to continue to evolve, including increasing in magnitude and sophistication. The cyber risk landscape changes over time due to a variety of internal and external factors, including during geopolitical tensions and as a result of technological developments. There can be no assurance that the Company’s cybersecurity and operational resilience measures, or the efforts of its partners, will be sufficient to prevent, identify or effectively address cybersecurity incidents. The Company may incur significant increased costs in order to continue to enhance its cybersecurity measures and to investigate and remediate cybersecurity incidents. A significant cyber incident could have a material adverse affect on the Company’s financial condition, results of operations or cash flows.

Insurance does not cover all risks, which could result in significant financial exposure.

Third-party insurance may not provide adequate, or any, coverage with respect to the risks the Company faces or the Company may be self-insured or uninsured with respect to the related losses. In addition, under certain circumstances, the Company may be liable for environmental conditions on properties that it currently owns, leases or operates that were caused by previous owners or operators of those properties. As a result, the Company may incur substantial liabilities to third parties or government entities for which it does not have sufficient insurance coverage, which could reduce or eliminate funds available for exploration, development, acquisitions or other investments, or cause it to incur losses. The Company relies on existing liquidity, financial resources and borrowing capacity to meet short-term obligations that arise from time to time, but there can be no assurance that those sources will be available or adequate. The occurrence of a significant incident, series of events or unforeseen liability for which the Company is self-insured, not fully insured or uninsured or for which the insurance recovery is significantly delayed could have a material adverse effect on the Company’s financial condition, results of operations and cash flows.