Occidental Announces Total Consideration for its Cash Tender Offers and Consent Solicitations for Certain of its Senior Notes and Debentures

Rhea-AI Summary

Occidental (NYSE: OXY) announced the Total Consideration payable for its cash tender offers and consent solicitations for certain senior notes and debentures, with Early Settlement on March 9, 2026. Early Tender Premium of $30 per $1,000 was included for early tenders accepted by March 4, 2026.

Key accepted principal amounts include $843,259,000 of 6.125% 2031 notes and $335,208,000 of 6.625% 2030 notes; total consideration per $1,000 ranged from $612.42 to $1,086.83.

Positive

• Accepted $843,259,000 of 6.125% senior notes due 2031
• Accepted $335,208,000 of 6.625% senior notes due 2030
• Early Tender Premium of $30 per $1,000 increases participation incentive

Negative

• Occidental must pay increased near-term cash outflows equal to Total Consideration plus accrued interest
• Only $21,533,000 accepted of Zero Coupon 2036 notes versus $284,540,000 outstanding

Key Figures

0.000% 2036 Notes outstanding: $284,540,000 0.000% 2036 Notes tendered: $21,533,000 0.000% 2036 total consideration: $612.42 +5 more

8 metrics

0.000% 2036 Notes outstanding $284,540,000 Aggregate principal amount outstanding

0.000% 2036 Notes tendered $21,533,000 Principal amount tendered by Early Tender Time

0.000% 2036 total consideration $612.42 Per $1,000 principal amount validly tendered

6.125% 2031 total consideration $1,069.83 Per $1,000 principal amount validly tendered

6.625% 2030 total consideration $1,086.83 Per $1,000 principal amount validly tendered

Early Tender Premium $30 Per $1,000 principal amount of Notes

2036 accreted value $580,925.31 Per $1,000,000 principal at maturity as of Apr 10, 2026

2036 Reference Yield 4.136% 4.125% U.S. Treasury Notes due 02/15/2036

Market Reality Check

Price: $53.24 Vol: Volume 14,755,064 is 1.02...

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$53.24 Last Close

Volume Volume 14,755,064 is 1.02x the 20-day average of 14,492,855, indicating typical trading activity. normal

Technical Shares at 53.61 are trading above the 200-day MA of 43.97, near the 56.34 52-week high.

Peers on Argus

OXY slipped 0.13% while key peers like HES, FANG, EOG, EQT, and CNQ rose between...

OXY slipped 0.13% while key peers like HES, FANG, EOG, EQT, and CNQ rose between 0.51% and 1.59%, suggesting today’s slight weakness was company-specific rather than a sector-wide move.

Historical Context

5 past events · Latest: Feb 19 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 19	Debt tender launch	Positive	+9.4%	Announced up to $700M note tender offers with early tender incentives.
Feb 18	Earnings release	Neutral	+9.4%	Reported Q4 2025 results and held investor call with supporting materials.
Jan 05	Earnings scheduling	Neutral	+1.2%	Set dates for Q4 2025 earnings release and conference call logistics.
Jan 02	Asset sale	Positive	+3.1%	Closed $9.7B OxyChem sale to strengthen balance sheet and refocus portfolio.
Nov 10	Earnings release	Neutral	+0.1%	Announced Q3 2025 results and provided access to detailed filings and call.

Pattern Detected

Recent corporate actions and earnings headlines have generally coincided with positive price reactions, including the earlier tender offer launch and the OxyChem divestiture.

Recent Company History

Over the last several months, Occidental announced multiple milestones. On Feb 19, 2026, it launched cash tender offers and consent solicitations for certain notes and debentures, with pricing tied to Treasury yields. A day earlier, on Feb 18, 2026, it released fourth quarter 2025 results. Earlier, the company completed the $9.7 billion cash sale of OxyChem on Jan 2, 2026 to focus on its oil and gas portfolio. Today’s announcement details the final consideration terms for those ongoing tender offers, following the early tender deadline of Mar 4, 2026.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-07-28

The company has an effective S-3ASR shelf registration filed on 2025-07-28, currently showing 0 recorded takedowns in the provided context.

Market Pulse Summary

This announcement specifies the final consideration for Occidental’s note tender offers, including f...

Analysis

This announcement specifies the final consideration for Occidental’s note tender offers, including fixed spreads, reference Treasury yields, and an $30 early tender premium per $1,000 of notes. It follows the Feb 19, 2026 launch of tenders for up to $700.0 million of debt and the $9.7 billion OxyChem sale. Investors may monitor future disclosures on remaining note balances, additional liability management actions, and how these steps interact with the company’s existing S-3ASR shelf registration.

Key Terms

cash tender offers, consent solicitations, reference treasury security, basis points, +4 more

8 terms

cash tender offers financial

"announced the consideration payable in respect of its offers to purchase for cash"

A cash tender offer is when a company or investor offers to buy shares directly from shareholders for cash, usually at a price higher than the current market value. It’s a way to quickly acquire a large number of shares, often to gain control of a company or influence its decisions.

consent solicitations financial

"and the solicitation of consents (the “Consent Solicitations”) with respect to the Notes"

A consent solicitation is a formal request sent to shareholders asking them to approve or waive specific corporate actions — such as contract changes, mergers, or amendments to governance rules — often by signing a written consent instead of voting at a meeting. For investors this matters because it can speed up major decisions and alter rights or payments without a public vote, so shareholders need to weigh potential benefits, risks and any pressure to agree, much like neighbors being asked to sign off on a change to a shared driveway.

reference treasury security financial

"plus the yield of the applicable U.S. Treasury security specified in the table below"

A reference treasury security is a specific government bond or bill chosen as the benchmark for valuing or comparing another debt instrument. Think of it like a standard weight on a scale: investors use its yield and price as the baseline to measure risk, set interest spreads, and discount future payments, so changes in that benchmark directly affect how other bonds and interest-sensitive assets are priced.

basis points financial

"Fixed Spread | + 55 basis points | $30 | $612.42"

Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.

early tender premium financial

"includes the applicable early tender premium for such series of Notes"

An early tender premium is a small extra payment offered to investors who agree to sell or exchange their securities promptly during a tender offer, acting like a bonus for those who sign up before the deadline. It matters to investors because it changes the effective payout and timing of a deal — taking the premium can boost near‑term cash received but may also lock you into a transaction sooner than you’d otherwise choose, so it affects return and strategy.

total consideration financial

"The consideration (the “Total Consideration”) for each $1,000 principal amount of Notes"

Total consideration is the full amount of value exchanged in a transaction, including all payments, assets, or benefits involved. It represents what is given up or received in a deal, much like the total price paid when buying a house, covering both the purchase price and any additional costs or benefits. For investors, understanding total consideration helps assess the true scale and value of a transaction.

accreted value financial

"The accreted value as of April 10, 2026, the next applicable Accreted Value"

Accreted value is the grown-up worth of a security that was issued at a discount — for example a zero-coupon bond or a bond with original issue discount — after interest or discount has been added over time, up to a given date. Think of it like a snowball that started small and accumulates size as it rolls: for investors it shows the true accumulated value and expected payoff, helps compare yields, and determines tax and accounting treatment.

debentures financial

"7.200% Debentures due 2029 (the “7.200% 2029 Debentures”) and 7.950% Debentures"

A debenture is a company’s long-term IOU sold to investors that promises regular interest payments and repayment of principal at a set date; unlike equity, it represents debt rather than ownership. Think of it like lending money to a business in exchange for a fixed stream of payments, so investors watch a debenture’s interest rate and the borrower’s financial health to judge income reliability and risk of not being repaid.

AI-generated analysis. Not financial advice.

HOUSTON, March 05, 2026 (GLOBE NEWSWIRE) -- Occidental (NYSE: OXY) today announced the consideration payable in respect of its offers to purchase for cash (collectively, the “Tender Offers” and each a “Tender Offer”) its 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 “Notes”) and the solicitation of consents (the “Consent Solicitations”) with respect to the Notes (other than the 0.000% 2036 Notes), upon the terms and conditions described in Occidental’s Offer to Purchase and Consent Solicitation Statement, dated February 19, 2026, as amended (the “Offer to Purchase”).

The consideration (the “Total Consideration”) for each $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Time (as defined below) and accepted for purchase pursuant to the Tender Offers was determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified in the table below plus the yield of the applicable U.S. Treasury security specified in the table below (the “Reference Treasury Security”), based on the bid-side price of such Reference Treasury Security as quoted on the Bloomberg Reference Page specified in the table below at 10:00 a.m., New York City time, on March 5, 2026.

Title of Security

CUSIP / ISIN

Aggregate Principal Amount Outstanding(1)

Aggregate Principal Amount Tendered as of the Early Tender Time and Accepted for Purchase

Reference Treasury Security

Reference Yield

Bloomberg Reference Page(2)

Fixed Spread

Early Tender Premium(3)

Total Consideration(3)

Zero Coupon Senior Notes due 2036

674599DG7 / US674599DG73

$284,540,000(4)

$21,533,000

4.125% U.S. Treasury Notes due 02/15/2036

4.136%

FIT1

+ 55 basis points

$30

$612.42

6.125% Senior Notes due 2031

674599EF8 / US674599EF81

$1,142,749,000

$843,259,000

3.750% U.S. Treasury Notes due 01/31/2031

3.730%

FIT1

+ 60 basis points

$30

$1,069.83

6.625% Senior Notes due 2030

674599ED3 / US674599ED34

$1,449,459,000

$335,208,000

3.750% U.S. Treasury Notes due 01/31/2031

3.730%

FIT1

+ 50 basis points

$30

$1,086.83

(1)	Aggregate principal amount outstanding as of the date hereof.
(2)	The page on Bloomberg from which the Lead Dealer Manager (as defined below) quoted the bid-side price of the Reference Treasury Security.
(3)	Per $1,000 principal amount of Notes validly tendered and accepted for purchase by Occidental. The Total Consideration includes the Early Tender Premium (as defined below).
(4)	Aggregate principal amount at maturity. The accreted value as of April 10, 2026, the next applicable Accreted Value Calculation Date, will be approximately $580,925.31 per $1,000,000 aggregate principal amount at maturity of the Zero Coupon Senior Notes due 2036.

Holders of Notes that were validly tendered at or prior to 5:00 p.m., New York City time, on March 4, 2026 (the “Early Tender Time”) and accepted for purchase pursuant to the applicable Tender Offer will receive the Total Consideration for such series of Notes, which includes the applicable early tender premium for such series of Notes as set forth in the table above (the “Early Tender Premium”). All holders of Notes validly tendered and accepted for purchase pursuant to the Tender Offers will also receive accrued and unpaid interest, if any, on such Notes from the last interest payment date with respect to those Notes to, but not including, March 9, 2026 (the “Early Settlement Date”). Subject to the terms and conditions described in the Offer to Purchase, Occidental will purchase any Notes that have been validly tendered at or prior to the Early Tender Time and accepted in the applicable Tender Offer on the Early Settlement Date.

Citigroup Global Markets Inc. is the sole Lead Dealer Manager (the “Lead Dealer Manager”) in connection with the Tender Offers and the sole Lead Solicitation Agent in connection with the Consent Solicitations, and J.P. Morgan Securities LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC are the Co-Dealer Managers in connection with the Tender Offers and the Consent Solicitations. Global Bondholder Services Corporation has been retained to serve as the Tender Agent and Information Agent for the Tender Offers and Consent Solicitations. Persons with questions regarding the Tender Offers and Consent Solicitations should contact Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106, J.P. Morgan Securities LLC at (toll-free) (866) 834-4666 or (collect) (212) 834-3424, RBC Capital Markets, LLC at (toll-free) (877) 381-2099 or (collect) (212) 618-7843, TD Securities (USA) LLC at (toll-free) (866) 584-2096 or (collect) (212) 827-2842 or Wells Fargo Securities, LLC at (toll-free) (866) 309-6316 or (collect) (704) 410-4235. Requests for the Offer to Purchase should be directed to Global Bondholder Services Corporation at (banks or brokers) (212) 430-3774 or (toll-free) (855) 654-2015 or by email to contact@gbsc-usa.com.

None of Occidental, the Dealer Managers and Solicitation Agents, the Tender Agent and Information Agent, the trustee under the indenture governing the Notes or any of their respective affiliates is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers and Consent Solicitations. Holders must make their own decision as to whether to participate in the Tender Offers and Consent Solicitations and, if so, the principal amount of Notes as to which action is to be taken.

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. Neither this press release nor the Offer to Purchase is an offer to sell or a solicitation of an offer to buy any securities. The Tender Offers and Consent Solicitations are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Occidental by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Occidental

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.

Cautionary Statement Concerning Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows and business prospects. Actual outcomes or results may differ from anticipated results, sometimes materially. Factors that could cause results to differ from those projected or assumed in any forward-looking statement include, but are not limited to: general economic conditions, including slowdowns and recessions, domestically or internationally; Occidental’s indebtedness and other payment obligations, including the need to generate sufficient cash flows to fund operations; Occidental’s ability to successfully monetize select assets and repay or refinance debt and the impact of changes in Occidental’s credit ratings or future increases in interest rates; assumptions about energy markets; global and local commodity and commodity-futures pricing fluctuations and volatility; supply and demand considerations for, and the prices of, Occidental’s products and services; actions by the Organization of the Petroleum Exporting Countries (OPEC) and non-OPEC oil producing countries; results from operations and competitive conditions; future impairments of Occidental’s proved and unproved oil and gas properties or equity investments, or write-downs of productive assets, causing charges to earnings; unexpected changes in costs; government actions (including the effects of announced or future tariff increases and other geopolitical, trade, tariff, fiscal and regulatory uncertainties), war (including the Russia-Ukraine war and conflicts in the Middle East) and political conditions and events (such as in Latin America); inflation, its impact on markets and economic activity and related monetary policy actions by governments in response to inflation; availability of capital resources, levels of capital expenditures and contractual obligations; the regulatory approval environment, including Occidental’s ability to timely obtain or maintain permits or other government approvals, including those necessary for drilling and/or development projects; Occidental’s ability to successfully complete, or any material delay of, field developments, expansion projects, capital expenditures, efficiency projects, acquisitions or divestitures; risks associated with acquisitions, mergers and joint ventures, such as difficulties integrating businesses, uncertainty associated with financial projections or projected synergies, restructuring, increased costs and adverse tax consequences; uncertainties and liabilities associated with acquired and divested properties and businesses, including retained liabilities and indemnification obligations associated with the chemical business; uncertainties about the estimated quantities of oil, NGL and natural gas reserves; lower-than-expected production from development projects or acquisitions; Occidental’s ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes and improve Occidental’s competitiveness; exploration, drilling and other operational risks; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver Occidental’s oil and natural gas and other processing and transportation considerations; volatility in the securities, capital or credit markets, including capital market disruptions and instability of financial institutions; health, safety and environmental (HSE) risks, costs and liability under existing or future federal, regional, state, provincial, tribal, local and international HSE laws, regulations and litigation (including related to climate change or remedial actions or assessments); legislative or regulatory changes, including changes relating to hydraulic fracturing or other oil and natural gas operations, retroactive royalty or production tax regimes, and deep-water and onshore drilling and permitting regulations; Occidental’s ability to recognize intended benefits from its business strategies and initiatives, such as the sale of the chemical business, Occidental’s low-carbon ventures businesses and announced greenhouse gas emissions reduction targets or net-zero goals; changes in government grant or loan programs; potential liability resulting from pending or future litigation, government investigations and other proceedings; disruption or interruption of production or facility damage due to accidents, chemical releases, labor unrest, weather, power outages, natural disasters, cyber-attacks, terrorist acts or insurgent activity; the scope and duration of global or regional health pandemics or epidemics and actions taken by government authorities and other third parties in connection therewith; the creditworthiness and performance of Occidental’s counterparties, including financial institutions, operating partners and other parties; failure of risk management; Occidental’s ability to retain and hire key personnel; supply, transportation and labor constraints; reorganization or restructuring of Occidental’s operations; changes in state, federal or international tax rates, deductions, incentives or credits; and actions by third parties that are beyond Occidental’s control.

Words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,” “objective,” “commit,” “advance,” “likely” or similar expressions that convey the prospective nature of events or outcomes are generally indicative of forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of this press release. Unless legally required, we undertake no obligation to update, modify or withdraw any forward-looking statements, as a result of new information, future events or otherwise. Material risks that may affect our results of operations and financial position appear under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and in Occidental’s other filings with the U.S. Securities and Exchange Commission.

Contacts

Media	Investors
Eric Moses	Babatunde A. Cole
713-497-2017	713-552-8811
eric_moses@oxy.com	investors@oxy.com

FAQ

What Total Consideration did Occidental (OXY) set for the 6.125% senior notes due 2031?

The Total Consideration for the 6.125% 2031 notes is $1,069.83 per $1,000 accepted. According to the company, this includes a $30 early tender premium and is based on a reference Treasury yield plus a 60 bps spread.

How much principal of the 6.625% senior notes due 2030 was accepted in Occidental's (OXY) tender offer?

Occidental accepted $335,208,000 principal of the 6.625% 2030 notes. According to the company, the Total Consideration for that series was $1,086.83 per $1,000, including a $30 early tender premium.

When will Occidental (OXY) settle accepted tenders and pay Total Consideration?

Occidental expects to purchase accepted Notes on the Early Settlement Date of March 9, 2026. According to the company, accrued and unpaid interest will be paid up to, but not including, that date for accepted tenders.

What was Occidental's (OXY) Total Consideration for the zero coupon senior notes due 2036?

The Total Consideration for the zero coupon 2036 notes is $612.42 per $1,000 accepted at the early tender. According to the company, this figure reflects the reference Treasury yield plus a 55 basis point spread and the $30 early premium.

Who are the dealer managers and agents for Occidental's (OXY) tender offers and consent solicitations?

Citigroup is the sole Lead Dealer Manager and Lead Solicitation Agent, with J.P. Morgan, RBC, TD Securities and Wells Fargo as co-dealer managers. According to the company, Global Bondholder Services is serving as Tender Agent and Information Agent.