California Resources Corp 10-Q

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds Share Repurchases 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. The Share Repurchase Program does not obligate us to repurchase any dollar amount or number of shares and our Board of Directors may modify, suspend or discontinue authorization of the program at any time. Shares repurchased are either retired or held as treasury stock. 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) 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 September 30, 2025. 58 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 Francisco J. Leon 84,710 Michael L. Preston 47,649 Clio Crespy 42,355 Omar Hayat 42,355 Jay A. Bys 26,472 Chris D. Gould 26,472 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 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. 59 Item 6 Exhibits 2.1** 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). 3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of California Resources Corporation (filed as Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on May 6, 2022 and incorporated herein by reference). 3.3 Certificate of Amendment of Amended and Restated Certificate of Incorporation of California Resources Corporation (filed as Exhibit 3.1 to Registrant's Current Report on Form 8-K filed on May 1, 2023 and incorporated herein by reference). 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). 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). 10.1** 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) 10.2** Amended and Restated Employment Agreement by and between Michael L. 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). 10.5* 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. 31.2* Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 104 Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibits 101). * - Filed or furnished herewith ** - Certain portions of this exhibit (indicated by "[*****]") have been omitted pursuant to Item 601(b)(10) of Regulation S-K. 60 SIGNATURES 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 thereunto duly authorized. CALIFORNIA RESOURCES CORPORATION DATE: November 5, 2025 /s/ Noelle M. Repetti Noelle M. Repetti Senior Vice President and Controller (Principal Accounting Officer) 61