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California Resources EVP boosts ownership via performance stock vesting

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

California Resources Corp. (CRC) Form 4 highlights: EVP & COO Omar Hayat reported two transactions dated 07/29/2025.

  • Automatic acquisition: 18,986 common shares credited on vesting of performance stock units (PSUs) granted 05/08/23 and 06/19/23 (Transaction code A).
  • Tax withholding sale: 10,225 shares surrendered to the company at $50.22 per share to cover withholding taxes on the same vesting event (Transaction code F).
  • Net effect: Insider’s direct beneficial ownership rose by 8,761 shares to 52,683 shares.

No derivative securities were involved and no open-market purchase or discretionary sale occurred. The activity reflects standard equity award vesting rather than a valuation-driven trade, but the insider’s net share increase modestly deepens alignment with shareholders.

Positive

  • Insider ownership increases by 8,761 shares, marginally aligning management with shareholders.

Negative

  • None.

Insights

TL;DR: Executive net gain of 8.7k CRC shares via PSU vesting; neutral-to-slightly positive signal, no open-market buying.

The filing records routine vesting of PSUs for COO Omar Hayat. Because taxes were settled by share surrender (10,225 shares), cash wasn’t deployed, but the executive retained 8,761 shares, increasing stake to 52,683. This modest lift strengthens ownership but does not constitute an active bullish purchase. No red flags—no derivative sales, loans or pledges. Impact on float is immaterial. Investors may view the higher insider stake as a mild credibility booster, yet the absence of cash purchase tempers the significance.

Insider Hayat Omar
Role EVP & Chief Operating Officer
Type Security Shares Price Value
Grant/Award Common Stock 18,986 $0.00 --
Tax Withholding Common Stock 10,225 $50.22 $513K
Holdings After Transaction: Common Stock — 62,908 shares (Direct)
Footnotes (1)
  1. Represents vesting of performance stock units ("PSUs") granted on May 8, 2023 and June 19, 2023, whose performance criteria were certified on July 29, 2025. Represents PSUs surrendered to satisfy the tax withholding on vesting of PSUs.
Form 4 Insider Transactions: What Each Field Means →
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 CA 90831
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
07/29/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 07/29/2025 A(1) 18,986 A (1) 62,908 D
Common Stock 07/29/2025 F(2) 10,225 D $50.22 52,683 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents vesting of performance stock units ("PSUs") granted on May 8, 2023 and June 19, 2023, whose performance criteria were certified on July 29, 2025.
2. Represents PSUs surrendered to satisfy the tax withholding on vesting of PSUs.
Remarks:
/s/ Ulrik Damborg, Attorney-in-Fact for Omar Hayat 07/31/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many CRC shares did Omar Hayat acquire on 07/29/25?

18,986 shares were acquired through PSU vesting.

Why were 10,225 CRC shares disposed of in the same filing?

They were surrendered at $50.22 to satisfy tax withholding on the vested PSUs.

What is Omar Hayat’s total direct CRC share ownership after the transactions?

He now directly owns 52,683 shares.

Does this Form 4 indicate open-market buying or selling?

No. The transactions stem from equity award vesting and tax withholding, not open-market trades.

Were any derivative securities exercised or sold?

No derivative transactions were reported in Table II.