Amendment No. 1 to Schedule 13D filed on 23 June 2025 details several IKAV-affiliated and SIMLOG entities’ holdings in California Resources Corporation (CRC) common stock.
Key ownership disclosures:
- IKAV SICAV FIS SCA and its general partner report 3,803,418 shares, or 4.5 % of the outstanding class, with shared voting and dispositive power.
- SIMLOG Inc. and Simlog S. a r.l. jointly hold 279,737 shares (0.3 %), also on a shared-power basis.
- IKAV Energy Inc., IKAV Energy Holdings LLC, IKAV Inc., IKAV Energy Spain S.L. each disclose 115,906 shares (0.1 %) with shared authority.
All reporting persons cite “OO” as the source of funds, indicate zero sole voting or dispositive power, and list no outstanding legal proceedings. Citizenship spans Delaware, Spain and Luxembourg. The amendment signals that IKAV’s collective investment remains below the 5 % threshold that would classify it as a statutory “control” position, yet still represents a meaningful 4 %–5 % strategic stake in CRC.
Omar Hayat, EVP & Chief Operating Officer of California Resources Corp (NYSE: CRC), reported two tax-related share dispositions:
- On May 8, 2025, 102 shares were cancelled at $40.71 per share for tax payments on vested restricted stock units (RSUs)
- On June 19, 2025, 4,270 shares were cancelled at $46.05 per share for tax payments on vested RSUs
Following these transactions, Hayat directly owns 43,922 shares of CRC common stock, down from 48,192 shares. These dispositions were automatic share cancellations to cover tax obligations from RSU vestings, rather than open market sales. No derivative securities were involved in these transactions.
California Resources Corporation (CRC) filed an 8-K announcing a block repurchase and related board change. On 23 June 2025 the company agreed to buy back 4,950,000 common shares from major shareholder IKAV at $46.00 per share, for a total consideration of $227.7 million. Settlement is expected on 25 June 2025. The transaction will be funded with existing cash and operating cash flow and falls under CRC’s previously disclosed $1.35 billion share-repurchase program.
Following the buyback, IKAV’s ownership will drop below the 5 % threshold that entitled it to nominate one board director under the July 2024 Stockholder Agreement. Consequently, IKAV-nominated director Mr. Bobby Saadati will resign from the Board upon closing. In addition, the lock-up restrictions that limited IKAV and its affiliates from selling CRC shares under the 2024 Registration Rights Agreement will terminate once the repurchase is completed.
The filing contains customary forward-looking statement disclaimers noting execution risk and referencing the company’s SEC filings for broader risk factors.
- Aggregate buyback size: $227.7 million (approx. 3.8 % of FY-end 2024 market cap if similar to share count; actual percentage not disclosed in filing).
- Source of funds: cash on hand and operating cash flow; no new debt indicated.
- Governance impact: one less shareholder-nominated director; board composition may shift toward management-nominated members.
Overall, the event reduces share count, returns capital to shareholders, and eliminates a special nomination right tied to a now-smaller shareholder, but also removes lock-up protections, potentially allowing IKAV to dispose of its remaining holdings on the open market.