What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2025-11-05 compared with 2025-08-06 · 35 added, 42 removed, 31 unchanged (71% of the section changed)

1 unchanged sentence

Share Repurchases

Our Board of Directors has authorized a Share Repurchase Program to acquire up to $1.35 billion of our common stock through December 31, 2025.

In July 2025, our Board of Directors authorized an extension of our Share Repurchase Program through June 30, 2026.

Our Board of Directors has authorized a Share Repurchase Program to acquire up to $1.35 billion of our common stock through June 30, 2026.

The repurchases may be affected from time-to-time through open market purchases, privately negotiated transactions, Rule 10b5-1 plans, accelerated stock repurchases, derivative contracts or otherwise in compliance with Rule 10b-18, subject to market and contractual limitations in our debt agreements.

1 unchanged sentence

Shares repurchased are either retired or held as treasury stock.

Our share repurchase activity for the three months ended June 30, 2025 was as follows:

Our share repurchase activity for the three months ended September 30, 2025 was as follows:

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (a)

April 1, 2025 - April 30, 2025

May 1, 2025 - May 31, 2025

328,588 $ 42.59 328,588 —

June 1, 2025 - June 30, 2025

5,187,462 $ 45.93 5,187,462 —

July 1, 2025 - July 31, 2025 — $ — — $ —

August 1, 2025 - August 31, 2025 — $ — — —

September 1, 2025 - September 30, 2025 — $ — — —

Total — $ — — $ —

(a) The total value of shares that may yet be purchased under the Share Repurchase Program totaled $205 million as of June 30, 2025.

Refer to Part I, Item 1 – Financial Statements, Note 10 Stockholders' Equity for more information on a repurchase of shares during the second quarter of 2025 from one of the former Aera owners.

(a) The total value of shares that may yet be purchased under the Share Repurchase Program totaled $205 million as of September 30, 2025.

Item 5 Other Disclosures

Restricted Stock Units

On November 4, 2025, the Board of Directors approved the grant of restricted stock unit awards (RSUs) under our 2021 Long Term Incentive Plan to certain executive officers of the Company in order to provide a one-time retention award to our management team.

The amount of restricted stock units granted to each executive officer is as follows:

Name Number of Restricted Stock Units

Preston 47,649

Clio Crespy 42,355

Omar Hayat 42,355

The RSUs are eligible to vest, subject to the grantee’s continuous employment, according to the following schedule:

10% of the RSUs will vest each on the first, second, and third annual anniversaries of the grant date;

(ii) 30% of the RSUs will vest on the fourth annual anniversary of the grant date;

and (iii) 40% of the RSUs will vest on the fifth annual anniversary of the grant date.

Vested RSUs are settled in shares of the Company’s common stock.

Upon a termination of grantee’s employment by the Company without cause, by the grantee for good reason or due to death or disability, any unvested RSUs will vest in full, but will not be paid until the original settlement dates.

Upon grantee’s retirement, any unvested RSUs continue to vest on the original vesting schedule.

In the event of a change in control, any unvested RSUs vest in full if the grantee remains continuously employed through such change in control.

Any unvested RSUs are subject to forfeiture in the event of all other terminations of employment.

Vested and unvested RSUs will also be subject to special clawback provisions in the event of a termination for cause, and will be subject to our general compensation recovery and clawback policies, applicable law and stock exchange rules.

The foregoing description of the RSUs is not complete and is qualified in its entirety by reference to the full text of the RSU award, the form of which is attached as Exhibit 10.5 on this Quarterly Report on Form 10-Q and incorporated herein by reference.

Rule 10b5-1 Trading Arrangements

During the three months ended June 30, 2025, no directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Employment Agreements

The Company has entered into an Amended and Restated Employment Agreement (the “Employment Agreements”) with each of Messrs.

Bys and Preston, effective as of August 4, 2025.

The revised employment agreements will replace and supersede the prior employment agreements entered into by Messrs.

Bys and Preston in 2021 (the “2021 Employment Agreements”).

In addition to memorializing the applicable 2025 compensation arrangements previously approved by the Board for Messrs.

Bys and Preston (described below), the revisions to the Employment Agreements reflect the alignment of the employment agreements and terms of the Company’s severance obligations with respect to Messrs.

Bys and Preston with the Company’s other named executive officers.

Pursuant to his Employment Agreement, Mr.

Bys will receive an annual base salary of not less than $562,000.

He will also be eligible to receive:

(i) an annual cash bonus with a target value equal to 100% of his annual base salary;

(ii) participation in those benefit plans and programs of the Company available to similarly situated executives;

and (iii) annual long-term incentive awards (expected to be comprised 60% of performance stock units and 40% of restricted stock units) under the Company’s 2021 Long Term Incentive Plan (as amended, the “LTIP”) with a target grant value of 400% of base salary as in effect on the applicable grant date.

Pursuant to his Employment Agreement, Mr.

Preston will receive an annual base salary of not less than $675,000.

He will also be eligible to receive:

(i) an annual cash bonus with a target value equal to 100% of his annual base salary;

(ii) participation in those benefit plans and programs of the Company available to similarly situated executives;

and (iii) annual long-term incentive awards (expected to be comprised 60% of performance stock units and 40% of restricted stock units) under the LTIP with a target grant value of 400% of base salary as in effect on the applicable grant date.

The revised Employment Agreements provide that upon either Messrs.

Bys or Preston’s termination of employment by the Company without “Cause,” or by either individual for “Good Reason” (each quoted term as defined in the Employment Agreement), they will receive payment of any earned but unpaid annual bonus for the calendar year preceding the calendar year in which the applicable termination date occurs and, so long as they execute a release of claims in favor of the Company and its affiliates and abides by the restrictive covenants within the Employment Agreement, they shall receive severance payments, generally payable in monthly installments following the applicable termination date consisting of:

(i) cash payments equal to a multiple of one and one-half (1.5) times, increased to two (2) times if such termination of employment occurs within the one (1)-year period following a qualifying Change in Control (such term as defined in our Long Term Incentive Plan) of annual base salary plus target annual bonus awards for the year in which the termination occurs;

(ii) a pro-rata annual bonus for the calendar year in which the termination date occurs, based on actual performance levels earned for the applicable calendar year and payable at the time such bonuses are paid to similarly situated executives of the Company;

and (iii) reimbursement for the difference between the amount they pay to effect continued coverage (including coverage for her spouse and eligible dependents) under the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the contribution amount that similarly situated executives of the Company pay for the same or similar coverage under such group health plans, during the portion, if any, of the 18-month period following the Termination Date (or 24-month period in the event of a termination during the one (1)-year period following a qualifying Change in Control) that they elect to continue coverage.

In all other material respects, the revised Employment Agreements are otherwise substantially similar to the 2021 Employment Agreements.

The foregoing description of the Employment Agreements is qualified in its entirety by reference to the full and complete text of the Employment Agreements, each of which is filed herewith as Exhibit 10.1 and 10.2, respectively and incorporated herein by reference.

During the three months ended September 30, 2025, no directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Item 6 Exhibits

A greement and Plan of Merger, dated September 14, 2025, by and among California Resources Corporation, Berry Corporation (bry) and Dornoch Merger Sub, LLC (filed as Exhibit 2.1 to Registrant's Current Report on Form 8- K file d on September 17, 2025 and incorporated her e in by reference).

3.1 Amended and Restated Certificate of Incorporation of California Resources Corporation (filed as Exhibit 3.1 to Registrant’s Registration Statement on Form 8-A filed October 27, 2020 and incorporated herein by reference).

2 unchanged sentences

3.4 Amended and Restated Bylaws of California Resources Corporation (filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-A filed October 27, 2020 and incorporated herein by reference).

A mended and Restated Employment Agreement by and betwee n Jay A .

B ys and C alifornia Resources Co rporation, dated August 4, 2025 .

4.1 I ndenture , dated October 8, 2025, by and among the Company, the Guarantors and the Trustee (fi led as Exhibit 4.1 to Registrant's Current Report on Form 8-K filed on October 8, 2025 and incorporated herein by reference).

Amended and Restated Employment Agreement by and between Jay A.

Bys and California Resources Corporation, dated August 4, 2025 ( filed as Exhibit 10.

1 to Registrant's Quarterly Report on Form 10-Q filed August 6, 2025 and incorporated herein by reference)

Amended and Restated Employment Agreement by and between Michael L.

Preston and California Resources Corporation, dated August 4, 2025.

Preston and California Resources Corporation, dated August 4, 2025 ( filed as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q filed August 6, 2025 and incorporated herein by reference).

10.3 S ixth Amendment to Amended and Restated Credit Agreement, entered into effective as of September 22, 2025 , by and among California Resources Corporation, as the Borrower, the several lenders from time to time parties thereto and Citibank, N.A., as Administrative Agent (filed as Exhibit 10.1 to Registrant's Current Report on Form 8-K filed on September 24, 2025 and incorporated herein by reference).

10.4 S eventh Amendment to Amended and Restated Credit Agreement, entered into effective as of October 29, 2025 , by and among California Resources Corporation, as the Borrower, the several lenders from time to ti me parties thereto and Citibank, N.A., as Administrative Agent (filed as Exhibit 10.1 to Registrant's Current Report on Form 8 -K filed on October 31, 2025 and incorporated herein by referen ce).

Form of California Resources Corporation 2021 Long Term Incentive Plan Restricted Stock Unit Award Terms and Conditions.

31.1* Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

12 unchanged sentences

CALIFORNIA RESOURCES CORPORATION

August 6, 2025 /s/ Noelle M.

November 5, 2025 /s/ Noelle M.

Senior Vice President and Controller

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities