UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 3, 2025
OCCIDENTAL PETROLEUM CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-9210
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95-4035997
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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5 Greenway Plaza,
Suite 110
Houston, Texas
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77046
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (713) 215-7000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, $0.20 par value
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OXY
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New York Stock Exchange
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Warrants to Purchase Common Stock, $0.20 par value
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OXY WS
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 3.03 Material Modifications to Rights of Security Holders.
Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 8.01. Other Events.
On March 3, 2025, Occidental Petroleum Corporation (the “Company”) entered into an amendment (such amendment, the “Warrant Agreement Amendment”) to that
certain Warrant Agreement, dated as of July 24, 2020 (the “Warrant Agreement”), between the Company and Equiniti Trust Company, LLC, as Warrant Agent, pursuant to which the exercise price of $22.00 for each of the Company’s outstanding publicly
traded warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.20 per share (the “Common Stock”), was temporarily reduced to $21.30 if the Warrants are exercised pursuant to the terms and conditions of the Offer to
Exercise Warrants to Purchase Common Stock of Occidental Petroleum Corporation, dated March 3, 2025 (together with any amendments or supplements thereto, the “Offer to Exercise”), which the Company filed with the U.S. Securities and Exchange
Commission as an exhibit to the Company’s Schedule TO, dated March 3, 2025. The Offer to Exercise commenced on March 3, 2025 and will end at 5:00 p.m. (Eastern Time) on March 31, 2025, subject to extension by the Company in its sole discretion (the
“Expiration Date”). At and after the Expiration Date, Warrants may no longer be exercised at the reduced exercise price of $21.30. Other than as set forth above, the terms of the Warrants set forth in the Warrant Agreement remain unmodified and in
full force and effect.
The foregoing description of the Warrant Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Warrant Agreement Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
On March 3, 2025, the Company filed a prospectus supplement, dated March 3,
2025, pursuant to the Company’s existing effective shelf registration statement on Form S-3 (File No. 333-266420) in respect of the shares of Common Stock
issuable upon exercise of the Warrants.
A copy of the validity opinion in respect of the Common Stock issuable upon exercise of the Warrants is attached hereto as Exhibit 5.1 and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Opinion of Cravath, Swaine & Moore LLP regarding the validity of the Common Stock.
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10.1
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First Amendment to Warrant Agreement, dated as of March 3, 2025, by and between the Company and Equiniti Trust Company, LLC (incorporated by reference
to Exhibit (d)(2) to the Company’s Schedule TO filed with the SEC on March 3, 2025 (File No. 005-37605).
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Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1).
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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OCCIDENTAL PETROLEUM CORPORATION
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By:
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/s/ Nicole E. Clark |
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Name:
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Nicole E. Clark
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Title:
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Vice President, Chief Compliance Officer and Corporate Secretary
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Date: March 3, 2025