CRC (NYSE: CRC) COO reports PSU vesting and tax-withholding share surrender

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

California Resources Corp EVP & COO Omar Hayat reported equity compensation-related transactions. On May 8, 2026, 173 shares of common stock were acquired at $0.00 per share from vesting performance stock units granted on May 8, 2023. On the same date, 145 shares of common stock were surrendered to cover tax withholding on vested PSUs and RSUs, a non-market disposition. Following these transactions, Hayat directly holds 82,409 shares of common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Hayat Omar

Role EVP & Chief Operating Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	173	$0.00	--
Tax Withholding	Common Stock	94	$58.92	$6K
Tax Withholding	Common Stock	51	$58.92	$3K

Holdings After Transaction: Common Stock — 82,409 shares (Direct, null)

Footnotes (1)

Represents vesting of performance stock units ("PSUs") granted on May 8, 2023, that vested on May 8, 2026. Represents PSUs surrendered to satisfy the tax withholding on vesting of PSUs. Represents restricted stock units ("RSUs") surrendered to satisfy the tax withholding on RSUs that vested on May 8, 2026.

Key Figures

PSU vesting shares: 173 shares Tax withholding shares: 145 shares Reference price for withholding: $58.92 per share +1 more

4 metrics

PSU vesting shares 173 shares Common stock acquired at $0.00 per share from PSUs vested on May 8, 2026

Tax withholding shares 145 shares Common stock surrendered in two F-code transactions to satisfy tax withholding

Reference price for withholding $58.92 per share Price used for F-code tax-withholding dispositions on May 8, 2026

Shares held after transactions 82,409 shares Direct ownership of common stock following all reported May 8, 2026 transactions

Key Terms

performance stock units ("PSUs"), restricted stock units ("RSUs"), tax withholding, grant, award, or other acquisition

4 terms

performance stock units ("PSUs") financial

"Represents vesting of performance stock units ("PSUs") granted on May 8, 2023, that vested on May 8, 2026."

restricted stock units ("RSUs") financial

"Represents restricted stock units ("RSUs") surrendered to satisfy the tax withholding on RSUs that vested on May 8, 2026."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax withholding financial

"Represents PSUs surrendered to satisfy the tax withholding on vesting of PSUs."

Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.

grant, award, or other acquisition financial

"Transaction code A described as Grant, award, or other acquisition."

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 07:02 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hayat Omar

(Last)

(First)

(Middle)

1 WORLD TRADE CENTER, SUITE 1500

(Street)

LONG BEACH

CALIFORNIA

90831

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
California Resources Corp [ CRC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Operating Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/08/2026		A⁽¹⁾		173	A	$0	82,409	D
Common Stock	05/08/2026		F⁽²⁾		94	D	$58.92	82,315	D
Common Stock	05/08/2026		F⁽³⁾		51	D	$58.92	82,264	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents vesting of performance stock units ("PSUs") granted on May 8, 2023, that vested on May 8, 2026.

2. Represents PSUs surrendered to satisfy the tax withholding on vesting of PSUs.

3. Represents restricted stock units ("RSUs") surrendered to satisfy the tax withholding on RSUs that vested on May 8, 2026.

Remarks:

	/s/ Ulrik Damborg, Attorney-in-Fact for Omar Hayat	05/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CRC executive Omar Hayat report on this Form 4?

Omar Hayat reported routine compensation-related activity: 173 California Resources Corp shares were acquired from vesting PSUs, and 145 shares were surrendered to cover tax withholding on PSUs and RSUs. No open-market purchases or sales occurred in these transactions.

Were any California Resources Corp (CRC) shares sold on the open market in this Form 4?

No open-market sales were reported. The 145 CRC shares labeled with code F were surrendered solely to satisfy tax withholding obligations on vesting PSUs and RSUs, which is a standard, non-market mechanism rather than a discretionary stock sale.

How many CRC shares did Omar Hayat receive from vesting performance stock units?

Hayat acquired 173 shares of California Resources Corp common stock at $0.00 per share when performance stock units granted on May 8, 2023 vested on May 8, 2026. These shares reflect equity compensation rather than an open-market purchase transaction.

How many California Resources Corp shares were used to cover tax withholding?

A total of 145 CRC shares were surrendered to cover tax withholding, split into 51 shares and 94 shares at a reference price of $58.92 per share. These dispositions relate to vesting PSUs and RSUs and are not discretionary market sales.

What is Omar Hayat’s direct ownership in CRC after these Form 4 transactions?

After the reported vesting and tax-withholding dispositions, Omar Hayat directly holds 82,409 shares of California Resources Corp common stock. This figure reflects his position following the May 8, 2026 compensation-related equity events disclosed in the Form 4.