California Resources (CRC) affiliate sold 2.5M shares; 1.02M more planned

Rhea-AI Filing Summary

A Form 144 related to California Resources Corporation (CRC) notifies a proposed sale of 1,023,681 shares of common stock through Citigroup Global Markets with an aggregate market value of $49,003,609. The filing reports 83,679,985 shares outstanding, so the proposed sale represents about 1.22% of the outstanding stock. The securities being sold were acquired on 07/01/2024 as merger consideration. The filing also discloses recent dispositions: IKAV Impact S.a r.l. sold 1,000,000 shares on 07/28/2025 for $49,750,000 and 1,500,000 shares on 08/06/2025 for $72,000,000. Combined, the recent and proposed transactions total 3,523,681 shares (about 4.21% of outstanding shares).

Positive

• None.

Negative

• Proposed sale of 1,023,681 CRC shares via Citigroup Global Markets with aggregate market value $49,003,609.
• Recent large disposals: IKAV Impact S.a r.l. sold 1,000,000 shares on 07/28/2025 for $49,750,000 and 1,500,000 shares on 08/06/2025 for $72,000,000.
• Scale of sales: The recent and proposed transactions total 3,523,681 shares, about 4.21% of outstanding shares (3,523,681 of 83,679,985), which could increase share supply.

Insights

Securities Analyst

TL;DR: Affiliate sale planned for 1.02M CRC shares (~$49M); recent related sales of 2.5M shares are notable but routine disclosures.

The Form 144 signals a proposed market sale of 1,023,681 CRC shares via Citigroup Global Markets at an aggregate market value of $49,003,609. The shares were acquired on 07/01/2024 as merger consideration, and the filer disclosed two recent sales totaling 2,500,000 shares generating approximately $121.75M in gross proceeds. From a market-structure perspective, the transactions increase available free float and could create temporary selling pressure, but they are executed through a broker and are disclosed via the required Form 144.

Corporate Governance Expert

TL;DR: Recent and proposed affiliate sales total ~3.52M shares (~4.21% of outstanding), a scale that governance watchers may find significant.

The combined disclosed disposals — 1,000,000 shares (07/28/2025), 1,500,000 shares (08/06/2025), and the proposed 1,023,681 shares — equal 3,523,681 shares. Against 83,679,985 shares outstanding, that equals roughly 4.21% of the company. Such concentrated affiliate selling over a short period can attract investor scrutiny regarding insider liquidity and ownership changes. The filer’s signature includes the customary representation of no undisclosed material adverse information.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Citigroup Global Markets Inc. 388 GREENWICH STREET New York NY 10013	1023681	49003609.00	83679985	08/12/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	07/01/2024	Merger with and into Issuer	Issuer			1023681	07/01/2024	Merger Consideration

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
IKAV Impact S.a r.l. 74a, Route de Luxembourg Wasserbillig N4 L-6633	Common Stock	07/28/2025	1000000	49750000.00
IKAV Impact S.a r.l. 74a, Route de Luxembourg Wasserbillig N4 L-6633	Common Stock	08/06/2025	1500000	72000000.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many CRC shares does the Form 144 propose to sell?

The filing proposes the sale of 1,023,681 shares of CRC common stock.

What is the aggregate market value of the proposed CRC sale?

The aggregate market value reported is $49,003,609.

Who is the broker handling the proposed CRC sale?

The broker named in the filing is Citigroup Global Markets Inc.

What sales by related parties occurred in the past three months?

IKAV Impact S.a r.l. sold 1,000,000 shares on 07/28/2025 for $49,750,000 and 1,500,000 shares on 08/06/2025 for $72,000,000.

When were the securities being sold acquired?

The securities were acquired on 07/01/2024 as merger consideration.

What percentage of CRC outstanding shares does the proposed sale represent?

The proposed sale of 1,023,681 shares represents about 1.22% of 83,679,985 shares outstanding.