[8-K] Occidental Petroleum Corporation Reports Material Event

Rhea-AI Filing Summary

Cloudflare, Inc. (NET) ‒ Form 144 notice

Chief Financial Officer Thomas J. Seifert and related entities have notified the SEC of an intent to sell up to 5,600 Class A shares on or after 28 Jul 2025 through Morgan Stanley. The block, valued at $1.11 million, represents roughly 0.002 % of the company’s 310.6 million shares outstanding.

The filing also lists recent Rule 10b5-1 programmed sales: 97,426 shares were sold during the past three months for gross proceeds of about $17.5 million, with individual tranches ranging from 400 to 41,556 shares. The filer certifies no knowledge of undisclosed adverse information.

Because Form 144 is a notice, actual sales may vary or be cancelled. Although the proposed sale is immaterial to the float, the ongoing insider disposition pattern may be viewed as a mild negative signal for investor sentiment.

Positive

• None.

Negative

• Continued insider selling: 97,426 shares sold in the last three months plus a planned 5,600-share sale may signal reduced management confidence.

Insights

Securities Analyst

TL;DR: CFO plans 5.6k-share sale; 97k shares already sold—small to float but supports continuing insider-selling trend.

The proposed $1.1 million sale equals only ~0.002 % of shares outstanding, so supply impact is negligible. However, when combined with the prior 97,426 shares off-loaded for ~$17.5 million over three months, it reinforces an ongoing insider-selling cadence. Persistent executive sales—especially by the CFO—can pressure sentiment, even if executed under 10b5-1 plans. No operational data accompany the filing, so the fundamental thesis for NET remains unchanged. I view the disclosure as modestly negative given the cumulative pattern, not the size of this specific trade.

Portfolio Manager

TL;DR: Transaction is de minimis to float; unlikely to alter supply-demand dynamics, view as neutral.

The 5,600-share intent is trivial relative to NET’s float and daily volume. Moreover, trades appear pre-scheduled, limiting informational value. While insiders have sold nearly 100k shares recently, that still equates to <0.05 % of shares outstanding—hardly thesis-changing. Unless additional executives join the selling or volumes accelerate, I consider the filing administratively routine. Portfolio action: monitor but no immediate adjustment.

0000797468FALSE00007974682025-07-282025-07-280000797468us-gaap:CommonStockMember2025-07-282025-07-280000797468oxy:WarrantsToPurchaseCommonStockMember2025-07-282025-07-28

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): July 28, 2025

OCCIDENTAL PETROLEUM CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware			1-9210			95-4035997
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

5 Greenway Plaza, Suite 110 Houston, Texas			77046
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 215-7000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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, $0.20 par value			OXY			New York Stock Exchange
Warrants to Purchase Common Stock, $0.20 par value			OXY WS			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. ☐

Introductory Note

As previously disclosed, on August 1, 2024, Occidental Petroleum Corporation ("Occidental") consummated the previously announced acquisition (the "Acquisition") of 100% of the issued and outstanding partner interests of CrownRock, L.P., a Delaware limited partnership ("CrownRock"), pursuant to the terms of that certain Partnership Interest Purchase Agreement, dated December 10, 2023, by and among Occidental, CrownRock Holdings, L.P., a Delaware limited partnership, CrownRock GP, LLC, a Delaware limited liability company, Coral Holdings LP, LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of Occidental, and Coral Holdings GP, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of Occidental.

On July 19, 2024, Occidental filed a Current Report on Form 8-K containing historical financial information of CrownRock and pro forma financial information to give effect to the Acquisition. Then, on August 12, 2024, Occidental filed a Current Report on Form 8-K containing historical financial information of CrownRock as of and for the six months ended June 30, 2024 and certain additional pro forma financial information to give effect to the Acquisition. Occidental is filing this Current Report on Form 8-K (this "Current Report") to provide updated pro forma financial information for the year ended December 31, 2024 as set forth in Item 8.01 below.

Item 8.01     Other Events

Financial Statements

The following unaudited pro forma condensed combined financial statements combining the historical consolidated financial statements of Occidental and its subsidiaries and CrownRock and its majority-owned subsidiaries to give effect to the Acquisition and the transactions contemplated therewith are filed as Exhibit 99.1 to this Current Report and are incorporated herein by reference:

•Unaudited Pro Forma Condensed Statement of Combined Operations for the year ended December 31, 2024; and

•Notes to Pro Forma Condensed Combined Financial Statements.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of revenue or other financial items or future financial position or sources of financing; any statements of the plans, strategies and objectives of management for future operations or business strategy; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Words such as “estimate,” “project,” “will,” “would,” “should,” “could,” “may,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “goal,” “target,” “objective,” “commit,” “advance” or similar expressions that convey the prospective nature of events or outcomes are generally indicative of forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report unless an earlier date is specified. Unless legally required, Occidental does not undertake any obligation to update, modify or withdraw any forward-looking statements as a result of new information, future events or otherwise.

Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. Actual outcomes or results may differ from anticipated results, sometimes materially. Factors that could cause results to differ from those projected or assumed in any forward-looking statement include, but are not limited to: general economic conditions, including slowdowns and recessions, domestically or internationally; Occidental’s indebtedness and other payment obligations, including the need to generate sufficient cash flows to fund operations; Occidental’s ability to successfully

monetize select assets and repay or refinance debt and the impact of changes in Occidental’s credit ratings or future increases in interest rates; assumptions about energy markets; global and local commodity and commodity-futures pricing fluctuations and volatility; supply and demand considerations for, and the prices of, Occidental’s products and services; actions by the Organization of the Petroleum Exporting Countries (“OPEC”) and non-OPEC oil producing countries; results from operations and competitive conditions; future impairments of Occidental's proved and unproved oil and gas properties or equity investments, or write-downs of productive assets, causing charges to earnings; unexpected changes in costs; government actions (including the effects of announced or future tariff increases and other geopolitical, trade, tariff, fiscal and regulatory uncertainties), war (including the Russia-Ukraine war and conflicts in the Middle East) and political conditions and events; inflation, its impact on markets and economic activity and related monetary policy actions by governments in response to inflation; availability of capital resources, levels of capital expenditures and contractual obligations; the regulatory approval environment, including Occidental's ability to timely obtain or maintain permits or other government approvals, including those necessary for drilling and/or development projects; Occidental's ability to successfully complete, or any material delay of, field developments, expansion projects, capital expenditures, efficiency projects, acquisitions or divestitures; risks associated with acquisitions, mergers and joint ventures, such as difficulties integrating businesses, uncertainty associated with financial projections or projected synergies, restructuring, increased costs and adverse tax consequences; uncertainties and liabilities associated with acquired and divested properties and businesses; uncertainties about the estimated quantities of oil, natural gas liquids and natural gas reserves; lower-than-expected production from development projects or acquisitions; Occidental’s ability to realize the anticipated benefits from prior or future streamlining actions to reduce fixed costs, simplify or improve processes and improve Occidental’s competitiveness; exploration, drilling and other operational risks; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver Occidental’s oil and natural gas and other processing and transportation considerations; volatility in the securities, capital or credit markets, including capital market disruptions and instability of financial institutions; health, safety and environmental (“HSE”) risks, costs and liability under existing or future federal, regional, state, provincial, tribal, local and international HSE laws, regulations and litigation (including related to climate change or remedial actions or assessments); legislative or regulatory changes, including changes relating to hydraulic fracturing or other oil and natural gas operations, retroactive royalty or production tax regimes, and deep-water and onshore drilling and permitting regulations; Occidental's ability to recognize intended benefits from its business strategies and initiatives, such as Occidental's low-carbon ventures businesses or announced greenhouse gas emissions reduction targets or net-zero goals; changes in government grant or loan programs; potential liability resulting from pending or future litigation, government investigations and other proceedings; disruption or interruption of production or manufacturing or facility damage due to accidents, chemical releases, labor unrest, weather, power outages, natural disasters, cyber-attacks, terrorist acts or insurgent activity; the scope and duration of global or regional health pandemics or epidemics, and actions taken by government authorities and other third parties in connection therewith; the creditworthiness and performance of Occidental's counterparties, including financial institutions, operating partners and other parties; failure of risk management; Occidental’s ability to retain and hire key personnel; supply, transportation and labor constraints; reorganization or restructuring of Occidental’s operations; changes in state, federal or international tax rates, deductions, incentives or credits; and actions by third parties that are beyond Occidental’s control.

Additional information concerning these and other factors that may cause Occidental’s results of operations and financial position to differ from expectations can be found in Occidental’s other filings with the U.S. Securities and Exchange Commission, including Occidental’s Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

99.1			Unaudited Pro Forma Condensed Combined Financial Statements.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

July 28, 2025			OCCIDENTAL PETROLEUM CORPORATION
			By:			/s/ Christopher O. Champion
			Name:			Christopher O. Champion
			Title:			Vice President, Chief Accounting Officer and Controller

FAQ

How many Cloudflare (NET) shares are proposed for sale in this Form 144?

5,600 Class A shares with an estimated market value of $1.11 million.

Who is the seller in Cloudflare's Form 144 filed on 28-Jul-2025?

Chief Financial Officer Thomas J. Seifert and affiliated entities under a Rule 10b5-1 plan.

What percentage of Cloudflare’s outstanding shares does the proposed sale represent?

Approximately 0.002 % of the 310.6 million shares outstanding.

How many Cloudflare shares have insiders sold in the past three months?

The filing reports 97,426 shares sold for roughly $17.5 million in gross proceeds.

Does Form 144 guarantee that the shares will be sold?

No. Form 144 is only a notice of intent; actual sales may differ or be cancelled.