California Resources (NYSE: CRC) prices $350M upsized 7.000% 2034 notes

Rhea-AI Filing Summary

California Resources Corporation is raising new debt through an upsized private offering of $350 million aggregate principal amount of 7.000% senior unsecured notes due 2034, priced at 100.500% of par. These additional notes will form a single series with $400 million of existing 7.000% notes under the same indenture.

The notes mature on January 15, 2034 and pay 7.000% interest semi-annually starting July 15, 2026. CRC intends to use the net proceeds, along with cash on hand or borrowings under its revolving credit facility, to redeem $350 million of its 8.250% senior unsecured notes due 2029, at 100% of principal plus the Applicable Premium and accrued interest, with the redemption expected to be conditioned on completion of this new offering.

Insights

Debt capital markets analyst

CRC refinances higher‑coupon 2029 notes with larger 2034 issue.

California Resources Corporation is privately placing $350 million of 7.000% senior unsecured notes due 2034, upsized from $250 million. These notes join $400 million of existing 7.000% 2034 notes, creating a single, larger series under the same indenture.

The company plans to use net proceeds, plus cash or revolver borrowings, to redeem $350 million of 8.250% senior unsecured notes due 2029 at par plus the Applicable Premium and accrued interest. This shifts debt from a shorter‑dated, higher‑coupon instrument into longer‑dated paper with a lower stated rate.

The offering is expected to close on March 23, 2026, subject to customary conditions, and the redemption of the 2029 notes is expected to be conditioned on that completion. Actual balance-sheet impact will depend on final closing, redemption execution and any revolver usage disclosed in later filings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

_____________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 11, 2026

_____________________

California Resources Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware			001-36478						46-5670947
(State or Other Jurisdiction of Incorporation)			(Commission File Number)						(IRS Employer Identification No.)
1 World Trade Center
Suite 1500
Long Beach
California						90831
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 848-4754

_____________________

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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			CRC			New York Stock Exchange

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 8.01    Other Events.

On March 11, 2026, California Resources Corporation issued a press release announcing the pricing of its upsized private offering of an additional $350 million aggregate principal amount of its 7.000% senior unsecured notes due 2034 at 100.500% of par. The offering size was increased from the previously announced $250 million aggregate principal amount. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.						Description
99.1						Press Release, dated March 11, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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.

			California Resources Corporation
			/s/ Michael L. Preston
			Name:			Michael L. Preston
			Title:			Executive Vice President, Chief Strategy Officer and General Counsel

DATED: March 11, 2026

Exhibit 99.1

NEWS RELEASE    For immediate release

California Resources Corporation Announces Pricing of Upsized Private Offering
of $350 Million of Additional 7.000% Senior Unsecured Notes due 2034

Long Beach, California, March 11, 2026 – California Resources Corporation (NYSE: CRC) (the “Company”) announced today the pricing of an upsized private offering of $350 million in aggregate principal amount of its 7.000% senior unsecured notes due 2034 (the “Notes”). The offering size was increased from the previously announced $250 million aggregate principal amount. The Notes were priced at 100.500% of par, plus accrued and unpaid interest from October 8, 2025. The Notes will mature on January 15, 2034, pay interest at the rate of 7.000% per year and are payable semi-annually on January 15 and July 15 of each year. The first interest payment will be made on July 15, 2026. The Offering is expected to close on March 23, 2026, subject to customary closing conditions.

The Notes are being offered as additional notes under the indenture dated as of October 8, 2025, as may be supplemented from time to time (the “Indenture”), pursuant to which the Company previously issued $400 million aggregate principal amount of 7.000% Senior Notes (the “Existing Notes”). The Notes will have substantially identical terms, other than the issue date and issue price, as the Existing Notes, and the Notes and the Existing Notes will be treated as a single series of securities under the Indenture and will vote together as a single class. Except with respect to Notes offered pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), the Notes will have the same CUSIP and ISIN numbers as, and will be fungible with, the Existing Notes immediately upon issuance.

The Company intends to use the net proceeds from this offering, together with cash on hand and/or borrowings under its revolving credit facility, to fund the redemption of $350 million in aggregate principal amount of its 8.250% senior unsecured notes due 2029 (the “2029 Notes”) at a redemption price of 100% thereof, plus the Applicable Premium (as defined in the indenture governing the 2029 Notes) as of, and accrued and unpaid interest to, but excluding, the date of redemption. The redemption of the 2029 Notes is expected to be conditioned on the completion of the offering of the Notes. The offering of the Notes is not contingent upon completion of such redemption.

The Notes have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the rules promulgated thereunder and applicable state securities laws. The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.

This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor shall there be any offer, solicitation or sale of Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Additionally, this press release shall not constitute a notice of redemption under the indenture governing the 2029 Notes.

Forward-Looking Statement Disclosure

All statements, except for statements of historical fact, made in this release regarding activities, events or developments the Company expects, believes or anticipates will or may occur in the future, such as statements regarding the proposed offering and the intended use of proceeds, including the partial redemption of the 2029 Notes, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements speak only as of the date of this release. Although the Company believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Except as required by law, the Company expressly disclaims any obligation to and does not intend to publicly update or revise any forward-looking statements.

The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties incident to the Company’s business, most of which are difficult to predict and many of which are beyond the Company’s control. These risks include, but are not limited to, the risks described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

About California Resources Corporation

California Resources Corporation (CRC) is an independent energy and carbon management company advancing the energy transition. CRC is committed to environmental stewardship while safely providing local, responsibly sourced energy. CRC is also focused on maximizing the value of its land, mineral ownership, and energy expertise for decarbonization by developing carbon capture and storage and other emissions-reducing projects.

CRC Contacts:

Hailey Bonus

CRC Media

714-874-7732

CRC.Communications@crc.com

Daniel Juck

CRC Investor Relations

818-661-3700

CRC_IR@crc.com

FAQ

What type of financing is California Resources Corporation (CRC) undertaking in this 8-K?

California Resources Corporation is conducting a private offering of $350 million aggregate principal amount of 7.000% senior unsecured notes due 2034. The notes are additional to $400 million of existing 7.000% notes and will form a single series under the same indenture.

What are the key terms of CRC’s new 7.000% senior unsecured notes due 2034?

The new notes carry a 7.000% annual interest rate, priced at 100.500% of par plus accrued interest from October 8, 2025. They mature on January 15, 2034, with interest payable semi-annually on January 15 and July 15, beginning July 15, 2026.

How does the new debt offering compare to CRC’s previously announced size?

California Resources Corporation increased the offering to $350 million in aggregate principal amount from a previously announced $250 million. This upsizing indicates a larger-than-initially-planned issuance of the 7.000% senior unsecured notes due 2034 in the private market.

How does California Resources Corporation plan to use the proceeds from the $350 million notes?

CRC intends to use net proceeds from the 2034 notes, together with cash on hand and/or borrowings under its revolving credit facility, to fund the redemption of $350 million principal amount of its 8.250% senior unsecured notes due 2029, including Applicable Premium and accrued interest.

What is the relationship between the new notes and CRC’s existing 7.000% notes?

The $350 million of new 7.000% senior unsecured notes are being issued as additional notes under the existing October 8, 2025 indenture. They will have substantially identical terms to the $400 million existing notes and will trade and vote as a single series of securities.

When is CRC’s new notes offering expected to close and what conditions apply?

The offering of the new 7.000% senior unsecured notes is expected to close on March 23, 2026, subject to customary closing conditions. The planned redemption of the 8.250% 2029 notes is expected to be conditioned on the completion of this new notes offering.

Who is eligible to purchase California Resources Corporation’s new 2034 notes?

The notes are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons in offshore transactions under Regulation S. They are not registered under the Securities Act or state securities laws.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 10.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB