OCCIDENTAL PETROLEUM CORP /DE/ 8-K

What Happened

• Occidental Petroleum Corporation announced on February 19, 2026 that it commenced cash tender offers to purchase up to $700.0 million aggregate principal (subject to increase) of certain outstanding debt securities (the “Subject Notes”). The offers cover five series: 0.000% Senior Notes due 2036, 6.125% Senior Notes due 2031, 6.625% Senior Notes due 2030, 7.200% Debentures due 2029 and 7.950% Debentures due 2029.
• The Offer to Purchase and Consent Solicitation Statement is dated February 19, 2026. The tender offers and consent solicitations expire at 5:00 p.m. New York City time on March 19, 2026 (unless extended). Holders who validly tender by 5:00 p.m. New York City time on March 4, 2026 and are accepted will receive an early tender premium if accepted.

Key Details

• Maximum aggregate principal amount for the Tender Offers: $700.0 million (may be increased by Occidental).
• Sub-cap for the 0.000% 2036 Notes: $58.0 million aggregate principal.
• Consent Solicitation: Occidental is soliciting consents (except for the 0.000% 2036 Notes) to adopt proposed amendments that would eliminate certain covenants in the applicable indentures; adoption requires the requisite consents described in the Offer to Purchase.
• Funding: Occidental intends to fund the Tender Offers with cash on hand, including proceeds from the January 2, 2026 sale of Occidental Chemical Corporation and its subsidiaries.
• Timing and conditions: Tender Offers and Consent Solicitations are subject to the terms and conditions in the Offer to Purchase; Occidental may amend, extend, withdraw or terminate the offers in its sole discretion, subject to law.

Why It Matters

• For investors, these tender offers can reduce Occidental’s outstanding near- and medium-term debt if accepted, and the consent solicitations could remove covenant restrictions in certain indentures—potentially giving Occidental more flexibility in managing its balance sheet.
• The company is using sale proceeds and cash on hand to finance the offers, which signals management is allocating liquidity to reduce specific liabilities.
• Holders of the affected notes should review the Offer to Purchase for specifics on pricing, early tender premiums, deadlines and conditions before deciding whether to tender or provide consents.