HOUSTON, February 19, 2026 — Leads & Copy — Occidental (NYSE: OXY) has commenced offers to purchase for cash its outstanding senior notes and debentures listed in the provided table. These are collectively known as the “Tender Offers.” The company has also begun Consent Solicitations with respect to certain series of the senior notes and debentures. The terms and conditions are detailed in Occidental’s Offer to Purchase and Consent Solicitation Statement, dated February 19, 2026.
Occidental is offering to purchase up to $700.0 million aggregate principal amount of its Zero Coupon Senior Notes due 2036, 6.125% Senior Notes due 2031, 6.625% Senior Notes due 2030, 7.200% Debentures due 2029 and 7.950% Debentures due 2029. The purchases are subject to the order of priority set forth in the table and the amount may be increased by Occidental. Occidental will only accept up to $58.0 million aggregate principal amount of the Zero Coupon Senior Notes due 2036, and the amount may be increased by Occidental.
Each Tender Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on March 19, 2026, unless extended or earlier terminated by Occidental. No tenders submitted after the Expiration Date will be valid. Holders of Notes that are validly tendered at or prior to 5:00 p.m., New York City time, on March 4, 2026 will receive the Total Consideration for such series of Notes, which includes the applicable early tender premium for such series of Notes as set forth in the table above. Holders of Notes validly tendered after the Early Tender Time, but before the Expiration Date, and accepted for purchase will receive the applicable Tender Offer Consideration but will not be eligible to receive the Early Tender Premium. All holders of Notes validly tendered and accepted for purchase will also receive accrued and unpaid interest, if any, on such Notes from the last interest payment date.
Notes may be withdrawn from the applicable Tender Offer prior to 5:00 p.m., New York City time, on March 4, 2026, but holders of Notes tendered after this time cannot withdraw their Notes. Occidental reserves the right to increase the Aggregate Cap and/or the Sub-Cap at any time, but does not expect to extend the applicable Withdrawal Deadline, subject to applicable law.
Occidental will purchase any Notes that have been validly tendered at or prior to the Early Tender Time and accepted promptly following the Early Tender Time. The Early Settlement Date is expected to occur on the third business day following the Early Tender Time. Settlement for Notes validly tendered after the Early Tender Time, but at or prior to the Expiration Date and accepted for purchase, will be promptly following the Expiration Date. The Settlement Date is expected to occur no later than the second business day following the Expiration Date.
If an aggregate principal amount of Notes validly tendered prior to the Early Tender Time exceeds the Aggregate Cap, Occidental will not accept for purchase any Notes tendered after the applicable Early Tender Time and will accept for purchase only the Notes validly tendered before the Early Tender Time pursuant to the Acceptance Priority Levels. Acceptance of tenders of the 0.000% 2036 Notes may be subject to proration if the aggregate principal amount of 0.000% 2036 Notes validly tendered is greater than the Sub-Cap, and acceptance of tenders of any series of Notes may be subject to proration if the aggregate principal amount of all Notes validly tendered is greater than the Aggregate Cap.
As part of the Tender Offers, Occidental is also soliciting consents from the holders of the 6.125% 2031 Notes, the 6.625% 2030 Notes, the 7.200% 2029 Debentures and the 7.950% 2029 Debentures for certain proposed amendments that would, among other things, eliminate certain of the covenants contained in the indenture governing the Consent Notes with respect to the applicable series of Consent Notes and change the minimum notice period for a notice of redemption to holders in respect of such applicable series of Consent Notes to 5 business days prior to the applicable redemption date. Adoption of the Proposed Amendments with respect to each series of Consent Notes requires the Requisite Consent. Each holder tendering Consent Notes pursuant to the Tender Offers must also deliver consents to the Proposed Amendments pursuant to the related Consent Solicitation and will be deemed to have delivered their consents by virtue of such tender.
The Tender Offers are not conditioned on the tender of any minimum principal amount of Notes, the consummation of any other Tender Offer or obtaining any Requisite Consent. However, the Tender Offers and Consent Solicitations are subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase.
Citigroup Global Markets Inc. is the sole Lead Dealer Manager in connection with the Tender Offers and the sole Lead Solicitation Agent in connection with the Consent Solicitations, and J.P. Morgan Securities LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC are the Co-Managers in connection with the Tender Offers and the Consent Solicitations. Global Bondholder Services Corporation has been retained to serve as the Tender Agent and Information Agent for the Tender Offers and Consent Solicitations.
Occidental is an international energy company that produces, markets and transports oil and natural gas. The company leverages its global leadership in carbon management to advance lower-carbon technologies and products. Headquartered in Houston, Occidental primarily operates in the United States, the Middle East and North Africa.
Source: Occidental
