How much debt is Occidental seeking to retire through these tender offers?

Occidental will purchase up to $700.0 million aggregate principal amount across the five series, which may be increased at its discretion. Outstanding principal as of the announcement date totals roughly $3.0 billion across the eligible notes, so the cap covers only part of the eligible debt. The zero-coupon 2036 notes are further limited to $58.0 million.

What do holders receive if they tender?

Holders receive a Total Consideration per $1,000 principal amount, based on the applicable Treasury yield plus a fixed spread, plus accrued and unpaid interest. Tenders by March 4, 2026 also include an early tender premium of $30 per $1,000. Later tenders receive only the Tender Offer Consideration, which is the Total Consideration minus the premium.

Why are consent solicitations included, and what do they change for holders who don't tender?

The consents would amend the indentures for the 6.125% 2031, 6.625% 2030, 7.200% 2029, and 7.950% 2029 series by removing certain covenants and shortening the redemption notice period to 5 business days. If the requisite consent is reached and accepted, the changes bind all holders of that series, including those who do not tender. Holders who do not tender lose these covenant protections and may be redeemed on shorter notice. The zero-coupon 2036 notes are not part of the consent solicitation.

What is the timing and settlement process?

The Early Settlement Date is expected on the third business day after the March 4 early tender deadline. Holders tendering after that point settle on the Settlement Date, which is expected no later than the second business day after the March 19, 2026 expiration. Occidental may extend or terminate the offers, and withdrawal rights end at the March 4 deadline unless extended.

Could this transaction signal anything about Occidental's financial position?

The offers are funded with proceeds from the chemical business sale, which points to a debt reduction strategy rather than a new borrowing program. Retiring higher-coupon notes such as the 6.625% and 7.200% series would reduce interest expense. The filing does not disclose post-transaction leverage, liquidity, or the amount of sale proceeds, so investors should review the company's upcoming earnings and the Offer to Purchase for those details.

OXY/OXY-WT 8-K: Regulation FD

01—Abstract

Summary

Summary of the 8-K filed February 19, 2026. Cited figures are marked; the original filing is the authoritative source.

On February 19, 2026, Occidental Petroleum (NYSE: OXY) launched cash tender offers and consent solicitations for up to $700.0 million^a aggregate principal amount of five series of its senior notes and debentures: the Zero Coupon 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 zero-coupon 2036 notes are subject to a separate $58.0 million^b sub-cap. The offers are funded with cash on hand, including proceeds from the January 2, 2026 closing of the sale of Occidental Chemical Corporation, signaling a deleveraging move that uses chemical-business sale proceeds to retire debt. Holders who tender by the Early Tender Time of 5:00 p.m.

NYC time on March 4, 2026 receive the Total Consideration, which includes an early tender premium of $30^c per $1,000 principal amount, plus accrued interest. Pricing is set at 10:00 a.m. NYC time on March 5, 2026, using fixed spreads of 50 to 65 basis points over the relevant U.S. Treasury yield (55 bps for the 2036 zero-coupon notes).

Tenders after the early deadline but before the March 19, 2026 expiration receive only the tender offer consideration, without the premium. The offers are not conditioned on any minimum tender amount or on receiving requisite consents. For the four series other than the zero-coupon notes, Occidental is soliciting consents to amend the indentures.

The amendments would eliminate certain covenants and shorten the minimum notice period for redemption to 5 business days. Non-tendering holders would be bound by these changes once the amendments become operative, which weakens protections for holders who do not participate. The filing does not disclose the size of the chemical sale proceeds or the company's post-transaction leverage, so the full credit impact of the transaction cannot be assessed from this document alone.

02—Key points

Key Highlights

Occidental launched tender offers for up to $700.0 million aggregate principal across five series of senior notes and debentures, with a $58.0 million sub-cap on the Zero Coupon Senior Notes due 2036.
Funding comes from cash on hand, including proceeds from the January 2, 2026 closing of the sale of all equity in Occidental Chemical Corporation.
Early tender deadline is March 4, 2026 (5:00 p.m. NYC), with a $30 per $1,000 early tender premium; the offers expire March 19, 2026.
Pricing uses fixed spreads of 50 to 65 basis points over the referenced U.S. Treasury yield, with the price determined at 10:00 a.m. NYC on March 5, 2026.
Consent solicitations on four series (2031, 2030, and two 2029 series) would eliminate certain indenture covenants and cut the minimum redemption notice period to 5 business days for non-tendering holders.
Tender offers are not conditioned on minimum tender levels or on obtaining requisite consents, and Occidental may amend, extend, or terminate the offers at its discretion.
Acceptance priority ranks the 2036 zero-coupon notes first, then the 6.125% 2031, 6.625% 2030, 7.200% 2029, and 7.950% 2029 series, with proration if tenders exceed the caps.

03—Questions

Frequently Asked Questions

How much debt is Occidental seeking to retire through these tender offers?
Occidental will purchase up to $700.0 million aggregate principal amount across the five series, which may be increased at its discretion. Outstanding principal as of the announcement date totals roughly $3.0 billion across the eligible notes, so the cap covers only part of the eligible debt. The zero-coupon 2036 notes are further limited to $58.0 million.
What do holders receive if they tender?
Holders receive a Total Consideration per $1,000 principal amount, based on the applicable Treasury yield plus a fixed spread, plus accrued and unpaid interest. Tenders by March 4, 2026 also include an early tender premium of $30 per $1,000. Later tenders receive only the Tender Offer Consideration, which is the Total Consideration minus the premium.
Why are consent solicitations included, and what do they change for holders who don't tender?
The consents would amend the indentures for the 6.125% 2031, 6.625% 2030, 7.200% 2029, and 7.950% 2029 series by removing certain covenants and shortening the redemption notice period to 5 business days. If the requisite consent is reached and accepted, the changes bind all holders of that series, including those who do not tender. Holders who do not tender lose these covenant protections and may be redeemed on shorter notice. The zero-coupon 2036 notes are not part of the consent solicitation.
What is the timing and settlement process?
The Early Settlement Date is expected on the third business day after the March 4 early tender deadline. Holders tendering after that point settle on the Settlement Date, which is expected no later than the second business day after the March 19, 2026 expiration. Occidental may extend or terminate the offers, and withdrawal rights end at the March 4 deadline unless extended.
Could this transaction signal anything about Occidental's financial position?
The offers are funded with proceeds from the chemical business sale, which points to a debt reduction strategy rather than a new borrowing program. Retiring higher-coupon notes such as the 6.625% and 7.200% series would reduce interest expense. The filing does not disclose post-transaction leverage, liquidity, or the amount of sale proceeds, so investors should review the company's upcoming earnings and the Offer to Purchase for those details.

04—Continue

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