DEF 14A of California Resources Corp, Mar 18, 2026

DEF 14A of California Resources Corp

Filed Mar 18, 2026 · FY20250001193125-26-114093

Open on EDGAR

  1. TO BE HELD ON APRIL 30, 2026

    | Compensation Committee Report | 45 | | Executive Compensation Tables | 46 | | Summary Compensation Table | 46 | | Grants of Plan-Based Awards | 47 | | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 48 | | Outstanding Equity Awards at December 31, 2025 | 49 | | Stock Vested in 2025 | 50 | | 2025 Nonqualified Deferred Compensation Table | 50 | | Potential Payments upon Termination or Change in Control | 51 | | CEO Pay Ratio | 55 | | Pay Versus Performance Disclosures | 56 |

  2. TO BE HELD ON APRIL 30, 2026

    | Director Compensation | 60 | | Program Objectives | 60 | | Program Elements | 60 | | 2025 Compensation of Directors | 61 | | Stock Ownership Information | 62 | | Security Ownership of Directors, Management and Certain Beneficial Holders | 62 | | Delinquent Section 16(a) Reports | 63 | | Proposals Requiring Your Vote | 64 | | Proposal 1: Election of Directors | 64 | | Proposal 2: Ratification of the Appointment of the Independent Registered Public Accounting Firm | 64 | | Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation | 65 | | General Information | 66 | | Voting Procedures | 66 | | Record Date | 66 | | Appointment of Proxy Holders | 66 | | Quorum and Discretionary Authority | 66 | | How to Vote Shares Registered in Your Name | 67 | | How to Vote Shares Held in “Street Name” | 67 | | Revoking or Changing a Proxy | 68 | | Required Vote and Method of Counting | 68 | | Method and Cost of Soliciting and Tabulating Votes | 69 | | Attending the Annual Meeting | 69 | | Notice of Internet Availability of Proxy Materials | 70 | | Stockholder Proposals and Director Nominations | 71 | | Householding of Proxy Materials | 71 | | 2025 Annual Report | 72 | | Annex A – Reconciliation of Non-GAAP Measures | A-1 |

  3. Director and Director Nominee Skills and Qualifications

    Director and Director Nominee Skills and Qualifications

  4. Director and Director Nominee Skills and Qualifications

    | Summary of Director and Director Nominee Qualifications and Experience | Andrew B. Bremner | Tiffany (TJ) Thom Cepak | James N. Chapman | James R. Jackson | Christian S. Kendall | Francisco J. Leon | Mark A. (Mac) McFarland | William B. Roby | Alejandra (Ale) Veltmann | | SKILLS & EXPERIENCE | | | | | | | | | | | Board of Directors Experience | X | X | X | X | X | X | X | X | X | | CEO Experience | | | | | X | X | X | | | | Senior Executive Experience | X | X | | X | X | X | X | X | X | | Oil and Gas Industry Experience | X | X | | X | X | X | X | X | X | | Financial/Capital Markets Expertise | | X | X | | X | X | X | | X | | Mergers & Acquisitions Experience | X | X | X | X | X | X | X | X | X | | Engineering/Technology Expertise | X | X | | X | X | | X | X | | | Compensation Expertise | | X | X | | X | X | X | X | X | | Health & Safety Experience | | X | | | X | X | X | X | | | Environmental/Sustainability Experience | X | | | X | X | X | X | X | X | | Risk Management Experience | | X | X | | X | X | X | | | | Government/Regulatory Affairs Experience | | | | | X | X | X | X | |

  5. Director and Director Nominee Skills and Qualifications

    | | Andrew B. Bremner Director since: 2021 Age: 35 | • Partner of JB Energy Partners, LP • VP, Oil & Gas of Jaco Oil Company • Formerly Portfolio Management & Strategic Planning for California Resources Corporation |

  6. Director and Director Nominee Skills and Qualifications

    • Member of the Compensation Committee • Member of the Finance Committee • Member of the Sustainability Committee • Member of the Carbon TerraVault Committee Mr. Bremner, 35, has served as a member of California Resources Corporation's Board of Directors since May 2021. Since 2019, Mr. Bremner has served as a partner of JB Energy Partners, LP (JBEP) and is the Vice President of Oil & Gas for Jaco Oil Company. In these roles, Mr. Bremner leads the acquisition and management of a substantial portfolio of energy and alternative assets. From 2013 to 2019, Mr. Bremner worked for California Resources Corporation in various engineering roles, and most recently in Portfolio Management & Strategic Planning. Mr. Bremner earned his M.B.A. from the University of California, Los Angeles, and has a Bachelor of Science degree in Mechanical Engineering from California Polytechnic State University San Luis Obispo.

  7. Director and Director Nominee Skills and Qualifications

    | | Tiffany (TJ) Thom Cepak Independent Board Chair Director since: 2020 Age: 53 | • Director of Patterson-UTI • Former CFO of Energy XXI Gulf Coast Inc., KLR Energy and EPL Oil & Gas, Inc. • Former Director of EnLink Midstream, LLC, Yates Petroleum Corporation and Baytex Energy Corp. |

  8. Director and Director Nominee Skills and Qualifications

    • Chair of the Board • Member of the Finance Committee Ms. Cepak, 53, is the Independent Chair of California Resources Corporation’s Board of Directors and has served as a member since October 2020. Ms. Cepak has 29 years of energy industry experience, including both financial and operational appointments. She has served as a director of Patterson-UTI, a company that provides land drilling and pressure pumping services, directional drilling, rental equipment and technology, since August 2014 and as a director of Baytex Energy Corp., an independent oil and gas company, from June 2023 until January 2026. She had served as a director of Baytex’s predecessor, Ranger Oil Corporation, from September 2019 until its merger with Baytex. In addition, Ms. Cepak was a member of the Board of Directors of EnLink Midstream, LLC, from December 2021 until its acquisition by ONEOK, Inc. in January 2025. Ms. Cepak served as the Chief Financial Officer of Energy XXI Gulf Coast Inc. from August 2017 to October 2018. Ms. Cepak served as the Chief Financial Officer of KLR Energy (and, subsequent to its business combination, Rosehill Resources Inc.) from January 2015 to June 2017. Ms. Cepak served as a director of Yates Petroleum Corporation from October 2015 to October 2016. Ms. Cepak served four years as the Chief Financial Officer of EPL Oil & Gas, Inc., and was further appointed Executive Vice President in January 2014, and she served in those roles until June 2014, when EPL was sold. Ms. Cepak originally joined EPL as a Senior Asset Management Engineer, a position she held until she was appointed Director of Corporate Reserves in September 2001. Ms. Cepak was named EPL’s Director of Investor Relations in April 2006 and Vice President, Treasurer and Investor Relations in July 2008. In July 2009, Ms. Cepak was designated as EPL’s Principal Financial Officer and, in September 2009, she was appointed Senior Vice President. Prior to joining EPL, she was a Senior Reservoir Engineer with Exxon Production Company and ExxonMobil Company with operational roles including reservoir engineering and subsurface completion engineering for numerous offshore Gulf of Mexico properties. Ms. Cepak holds a B.S. in Engineering from the University of Illinois and an M.B.A. in Management with a concentration in Finance from Tulane University.

  9. Director and Director Nominee Skills and Qualifications

    | | James N. Chapman Director since: 2020 Age: 63 | • Advisory Director of SkyWorks Capital, LLC • Former Chairman and Lead Independent Director of Arch Resources, Inc. • Former Director of Denbury, Inc. • Over 40 years of investment banking experience |

  10. Director and Director Nominee Skills and Qualifications

    • Chair of the Compensation Committee • Chair of the Finance Committee Mr. Chapman, 63, has served as a member of California Resources Corporation’s Board of Directors since October 2020. Mr. Chapman serves as a non-executive Advisory Director of SkyWorks Capital, LLC, an aviation and aerospace management consulting services company based in Greenwich, Connecticut, which he joined in December 2004. Prior to SkyWorks, he was associated with Regiment Capital Advisors, LP, an investment advisor based in Boston specializing in high yield investments, which he joined in January 2003. Prior to Regiment, Mr. Chapman acted as a capital markets and strategic planning consultant with private and public companies, as well as investment advisers and hedge funds (including Regiment), across a range of industries. Prior to establishing an independent consulting practice, Mr. Chapman worked for The Renco Group, Inc. (a multi-billion dollar private corporation with diverse investment holdings located throughout the world) from December 1996 to December 2001. Prior to Renco, he was a founding principal of Fieldstone Private Capital Group, Inc. in August 1990 where he headed the Corporate Finance and High Yield Finance Groups. Prior to joining Fieldstone, Mr. Chapman worked for Bankers Trust Company from July 1985 to August 1990, most recently in the BT Securities capital markets area. Mr. Chapman has over 39 years of investment banking experience in a wide range of industries including aviation/airlines, metals/mining, natural resources/energy, automotive/general manufacturing, financial services, real estate and healthcare. Mr. Chapman served on the Board of Directors of Denbury, Inc. from September 2020 until its acquisition in November 2023. In addition, Mr. Chapman served on the Board of Directors of Arch Resources, Inc. from 2016 until May 2024, including as its Chairman from 2016 through April 2020 and Lead Independent Director from April 2020 until May 2024. Mr. Chapman received an M.B.A. degree with distinction from Dartmouth College in 1985 and was elected an Edward Tuck Scholar. He received his BA degree, with distinction, magna cum laude, at Dartmouth College in 1984 and was elected to Phi Beta Kappa, in addition to being a Rufus Choate Scholar.

  11. Director and Director Nominee Skills and Qualifications

    | | James R. Jackson Director since: 2024 Age: 49 | • Managing Director Sustainable Energies Group of CPP Investments • Director of VoltaGrid LLC • Former Director of Aera Energy LLC • Former Director of Encino Acquisition Partners, LLC |

  12. Director and Director Nominee Skills and Qualifications

    • Member of the Sustainability Committee Mr. Jackson, 49, has served as a member of California Resources Corporation’s Board of Directors since July 2024. Mr. Jackson is a Managing Director of the Sustainable Energies Group of CPPIB located in Toronto. Mr. Jackson originates, executes, and manages investments in the upstream and energy transition sectors. Mr. Jackson joined CPPIB in 2017 and prior to that was employed in the energy sector for 18 years in various technical and executive capacities at several small to large cap, public and private E&P companies. Mr. Jackson is on the board of VoltaGrid, LLC along with holding a seat on the Limited Partner Advisory Committee of the Quantum Capital Partners fund investments. Mr. Jackson previously served on the board of directors of Aera Energy LLC (“Aera”) until its merger with CRC in July 2024 and the board of directors of Encino Acquisition Partners LLC (“Encino”) until its merger with EOG Resources in August 2025. Mr. Jackson holds a Bachelor of Science degree in Chemical and Petroleum Engineering (Distinction) from the University of Calgary, is a licensed professional engineer and is a CFA Charterholder.

  13. Director and Director Nominee Skills and Qualifications

    | | Christian S. Kendall Director since: 2024 Age: 59 | • Former President & CEO and Director of Denbury Inc. • Former Senior VP Global Operations Services of Noble Energy |

  14. Director and Director Nominee Skills and Qualifications

    • Chair of the Nominating and Governance Committee • Member of the Audit Committee Mr. Kendall, 59, has served as a member of California Resources Corporation’s Board of Directors since May 2024. Mr. Kendall was the President and Chief Executive Officer of Denbury Inc., and a member of Denbury's Board of Directors, from July 2017, through its 2020 bankruptcy and emergence therefrom, until November 2023, when it was acquired by ExxonMobil Corporation. Mr. Kendall joined Denbury as Chief Operating Officer in September 2015 and was named President in October 2016. Prior to joining Denbury, Mr. Kendall was with Noble Energy, most recently serving as Senior Vice President, Global Operations Services. Over the course of his 14-year tenure at Noble Energy, he held a wide range of international and domestic leadership positions, primarily in the Eastern Mediterranean, Latin America and the Gulf of Mexico regions. Mr. Kendall began his career at Mobil Oil Corporation in 1989. Mr. Kendall has served on the board of directors of NOV Inc., a provider of oilfield equipment, technologies and expertise, since December 2024. In addition, he began serving on the board of Range Resources Corporation, a natural gas exploration and production company, in February 2025. Mr. Kendall earned his Bachelor of Science degree in Engineering, Civil Specialty, from the Colorado School of Mines and is a graduate of the Advanced Management Program at the Harvard Business School. Mr. Kendall also serves on the advisory board of Southern Methodist University’s Maguire Energy Institute.

  15. Director and Director Nominee Skills and Qualifications

    | | Francisco J. Leon President and CEO Director since: 2023 Age: 49 | • President & CEO of California Resources Corporation • Prior Executive Vice President and CFO of CRC • Prior Executive Vice President, Corporate Development & Strategic Planning of CRC • Prior Vice President – Portfolio Management and Strategic Planning of CRC |

  16. Director and Director Nominee Skills and Qualifications

    Mr. Leon, 49, is the President and Chief Executive Officer of California Resources Corporation and has served on its Board of Directors since April 2023. He previously served as the Executive Vice President and Chief Financial Officer of CRC from August 2020 to April 2023. Mr. Leon originally joined CRC in 2014 during the spin-off from Occidental Petroleum as Vice President of Portfolio Management and Strategic Planning. In 2018, Mr. Leon was named Vice President of Corporate Development where he oversaw all acquisition and divestiture activities for the company. Prior to joining CRC, Mr. Leon worked at Occidental Petroleum Corporation where he held various roles in Finance, Planning and U.S. and International Business Development areas. Mr. Leon started his career with Petrie Parkman & Co., Inc., an energy-focused boutique investment banking firm. Mr. Leon is a member of the National Petroleum Council and Vice Chair of the Western States Petroleum Association Board of Directors. He also serves on the American Exploration and Production Council Board of Directors, the California Chamber of Commerce Board of Directors, the American Red Cross Los Angeles Region Board, the BBA Advisory Board of the University of Texas McCombs School of Business, the Hispanics in Energy Board and is a member of the Latino Corporate Directors Association. From 2019 to 2022, Mr. Leon served on the Board of the Union Rescue Mission of Los Angeles which is one of the largest privately run homeless shelters in the U.S. Mr. Leon holds an M.B.A. from the University of Texas, Austin and a Bachelor of Arts in International Business from San Diego State University and CETYS Universidad in Mexico.

  17. Director and Director Nominee Skills and Qualifications

    | | Mark A. (Mac) McFarland Director since: 2020 Age: 56 | • Former President and CEO of CRC • CEO and Director of Talen Energy Corporation • Former Executive Chairman of GenOn Energy, Inc. • Former Director of Bruin E&P Partners, LLC, TerraForm Power, Inc. and Chaparral Energy, Inc. • Former CEO of GenOn Energy, Inc. and Luminant Holding Company LLC |

  18. Director and Director Nominee Skills and Qualifications

    • Chair of the Carbon TerraVault Committee Mr. McFarland, 56, has served on the Board of Directors of California Resources Corporation since October 2020 and previously served as its President and Chief Executive Officer from December 2020 until April 2023. Since May 2023, Mr. McFarland has served as Chief Executive Officer and a member of the Board of Directors of Talen Energy Corporation. Mr. McFarland is the former Executive Chairman of GenOn Energy, an independent power producer. From April 2017 to December 2018, he was the President and Chief Executive Officer of GenOn and served on its Board until September 2022. From 2013 to 2016, he served as Chief Executive Officer of Luminant Holding Company LLC, a subsidiary of Energy Future Holdings Corporation, and a large independent power producer. From 2008 to 2013, he served as both Chief Commercial Officer of Luminant and Executive Vice President, Corporate Development and Strategy of Energy Future Holdings. From 1999 to 2008, Mr. McFarland served in various roles at Exelon Corporation, including as Senior Vice President, Corporate Development. He previously served on the Boards of Bruin E&P Partners (an independent company), TerraForm Power, and Chaparral Energy. Mr. McFarland earned his Masters of Business Administration from the University of Delaware and a Bachelor of Science degree in Civil Engineering (Environmental Concentration) from Virginia Polytechnic Institute and State University. He received his professional engineer license in 1995.

  19. Director and Director Nominee Skills and Qualifications

    | | William B. Roby Director since: 2020 Age: 66 | • CEO of Shepherd Energy, LLC • Director of Vermilion Energy Inc. • Extensive experience in the oil and gas industry |

  20. Director and Director Nominee Skills and Qualifications

    • Chair of the Sustainability Committee • Member of the Audit Committee • Member of the Compensation Committee • Member of the Nominating and Governance Committee Mr. Roby, 66, has served as a member of California Resources Corporation’s Board of Directors since October 2020. Since 2015, Mr. Roby has served as the Chief Executive Officer of Shepherd Energy, LLC, Mr. Roby’s consulting company. From 2013 to 2014, he acted as Chief Operating Officer of Sheridan Production Company, LLC. From 2000 to 2013, he held a number of U.S. and international management positions with Occidental Petroleum Corporation, most recently as Senior Vice President, Worldwide Operations and Production/Facility Engineering. Prior to his work at Occidental, he was Vice President of Operations of Altura Energy Ltd., a joint venture between Shell Oil Company and Amoco Corporation in the Permian Basin, following 15 years of various managerial and engineering roles with Shell Oil. Mr. Roby has served as a member of the Board of Directors of the international E&P firm Vermilion Energy Inc. since 2017. He has a bachelor’s degree in mechanical engineering from Louisiana State University.

  21. Director and Director Nominee Skills and Qualifications

    | | Alejandra (Ale) Veltmann Director since: 2021 Age: 57 | • Director of NET Power, Inc. • Founder, Senior Advisor, former CEO and Director of ESG Lynk • Former Board Member of Structural Integrity Associates • Former VP and Chief Accounting Officer of Paragon Offshore Plc • Former Controller, VP and Chief Accounting Officer of Geokinetics, Inc. • Formerly with KPMG LLP and Arthur Andersen LLP |

  22. Director and Director Nominee Skills and Qualifications

    • Chair of the Audit Committee • Member of the Nominating and Governance Committee Ms. Veltmann, 57, has served as a member of California Resources Corporation's Board of Directors since December 2021. Ms. Veltmann has over 30 years of experience that includes financial leadership of publicly-listed entities, private entrepreneurial companies and global auditing firms. She has served as a director of the Board of NET Power, Inc., a clean technology company dedicated to the development of clean, reliable, and low cost energy, since 2023. Ms. Veltmann also serves as Senior Advisor of ESG Lynk, a sustainability reporting company she founded and sold, and served as CEO from 2018 to 2023. From 2021 to its acquisition in 2022, Ms. Veltmann served as board member of Structural Integrity Associates, a specialty engineering and services company providing services to the nuclear, fossil, renewables and critical infrastructure industries. From 2015 to 2018, she was Vice President and Chief Accounting Officer of Paragon Offshore Plc., an offshore drilling company. From 2010 to 2015, she worked in various roles including Corporate Controller and Vice President and Chief Accounting Officer at Geokinetics, Inc., formerly one of the world’s largest independent land and seafloor geophysical companies. She also worked in various auditor capacities at KPMG LLP from 1995 to 2002 and before that at Arthur Andersen LLP from 1992 to 1995. Ms. Veltmann is a certified public accountant and holds the FSA Credential from the Sustainability Accounting Standards Board (SASB) and the Director Certified credential from the National Association of Corporate Directors (NACD). She has a BBA degree in Accounting from The University of New Mexico and is an alumna of the Advanced Management Program at Harvard Business School. Board Refreshment and Evaluation

  23. Identifying and Evaluating Nominees for Director

    Identifying and Evaluating Nominees for Director Our Nominating and Governance Committee is responsible for leading the search for individuals qualified to serve as directors and for recommending to the Board nominees as directors to be presented for election at meetings of the stockholders or of the Board of Directors. Our Nominating and Governance Committee evaluates candidates for nomination to the Board of Directors, including those recommended by stockholders, and conducts appropriate inquiries into the backgrounds and qualifications of possible candidates. The Board values having unique and complementary backgrounds and perspectives in the boardroom and considers candidates who can provide varied perspectives and add unique value through skills highly relevant to our corporate strategy. The Nominating and Governance Committee may retain outside consultants to assist in identifying director candidates in its sole discretion, but it did not engage any outside consultants in connection with selecting the nominees for election at the Annual Meeting.

  24. Compensation Program Best Practices

    Compensation Program Best Practices Our executive compensation program is designed to incorporate compensation and governance best practices and is overseen by our Compensation Committee. Our short-term and long-term incentive plans are primarily performance-based and are intended to align with the short- and long-term best interests of stockholders. The Compensation Committee has engaged in best practices to further align executive pay with Company performance and to ensure good governance in the following ways: WHAT WE DO √ We pay for performance. A significant portion of the compensation of our named executive officers is directly linked to the Company’s performance, by way of a compensation structure that includes performance-based annual and long-term incentive awards. √ We are stockholder aligned. Annual and long-term incentive awards are based on performance measures that are aligned with the creation of value for our stockholders. All of the outstanding long-term incentive awards for our named executives are stock-based. √ We have “double trigger” change in control provisions. Our change in control arrangements for named executive officers require both the occurrence of a change in control event and termination of employment before applicable vesting of awards occurs. √ We solicit feedback from stockholders. We regularly reach out to our largest stockholders for feedback on our governance and executive compensation. √ We provide market-competitive compensation. Our compensation program is competitive within our industry and recognizes evolving governance practices, which allows us to attract and retain key talent. √ We have stock ownership requirements. We maintain stock ownership guidelines for our named executive officers and stock grant delivery mechanics for our directors that require meaningful stock ownership in the Company. √ We have a clawback policy. Our Incentive-Based Compensation Recoupment Policy requires the Company to recoup certain incentive compensation in the event of a financial restatement and was recently updated to comply with SEC and NYSE requirements. √ We seek independent advice. The Compensation Committee retains an independent advisor to review executive compensation and provide advice to the Compensation Committee. WHAT WE DON’T DO. X We do not allow hedging or pledging. Our Insider Trading Policy prohibits certain transactions involving our stock, including hedging and pledging. X We do not allow the repricing of stock options. Our equity incentive plan prohibits the repricing or backdating of stock options. X We do not offer enhanced retirement benefits. Our nonqualified defined compensation plan provides restorative, but not enhanced, retirement benefits for our executives. X We do not encourage excessive risk or inappropriate risk taking through our incentive programs. Our plans do not motivate executives to engage in activities that create excessive or inappropriate risk for the Company.

  25. Role of Independent Compensation Consultants

    Role of Independent Compensation Consultants The Compensation Committee retained Lyons Benenson & Company Inc. (“LB&Co”), after considering all factors relevant to LB&Co’s independence from our management and members of our Compensation Committee and determining that it was independent and without conflicts of interest under the Securities and Exchange Commission rules and the NYSE Listed Company Manual standards. LB&Co advised the Compensation Committee beginning in late 2020.

  26. Use of Compensation Data

    Use of Compensation Data During 2025, our Compensation Committee analyzed the comparative total compensation of our executive officers. To facilitate this analysis, LB&Co provided the Compensation Committee with comparative Peer Group compensation data that included base salaries, annual incentive opportunities, and long-term incentive opportunities. This information reflected recent publicly available information and other market data for our selected peer companies listed below, which are within the same Global Industry Classification Standard (GICS) Sub-Industry classification and are of similar size and/or have similar geographic operating locations as the Company. We believe that it provided our Compensation Committee with a sufficient basis to analyze the comparative total compensation of our executive officers. We utilized a Compensation Peer Group of 15 companies in 2025. Our 2025 peer group included several changes from the 2024 Peer Group. We removed Denbury Inc., Callon Petroleum Company, and PDC Energy, Inc., due to acquisitions, and CNX Resources Corporation, Comstock Resources, Inc., SM Energy Company, and Crescent Energy Company, due to their revenue size. We added APA Corporation, Chesapeake Energy Corporation, EQT Corporation, and Ovintiv Inc. based on revenue size and industry alignment.

  27. Use of Compensation Data

    | 2025 Compensation Peer Group Companies | | | | Antero Resources Corporation | APA Corporation | Chesapeake Energy Corporation | | Chord Energy Corporation | Coterra Energy Inc. | Diamondback Energy, Inc. | | EQT Corporation | Marathon Oil Corporation | Matador Resources Company | | Murphy Oil Corporation | Ovintiv Inc. | Permian Resources Corporation | | Range Resources Corporation | Southwestern Energy Company | Whitecap Resources Inc. |

  28. Annual Incentive Program (“AIP”)

    Annual Incentive Program (“AIP”)

  29. AnnuaI Incentive Targets

    | Name | 2025 Annual Incentive Target (as a % of Bonus Eligible Salary) | | Francisco J. Leon | 125% | | Clio Crespy | 100% | | Chris D. Gould | 100% | | Omar Hayat | 100% | | Michael L. Preston | 100% |

  30. AnnuaI Incentive Targets

    Payouts under the AIP can range from 0% to 200% of the annual incentive target for an individual. Payout of 80% of the annual incentive target amount is based on the AIP Scorecard metrics and 20% is based on the Committee’s assessment of an NEO’s individual performance.

  31. AIP Scorecard Metrics

    AIP Scorecard Metrics In February 2025, the Compensation Committee established the scorecard for the 2025 AIP to incentivize the AIP participants to undertake actions and invest capital to achieve sustainable long-term value for CRC. The construct of the AIP recognized the material impact that fluctuations in commodity prices have on CRC’s financial measures including adjusted EBITDAX and free cash flow. As such, while any AIP program cannot eliminate the impact of such fluctuations, the AIP scorecard includes metrics related to capital efficiency and synergy realization which are not impacted by commodity prices. Further, the importance of Sustainability-related metrics was highlighted by weighting that portion of the AIP scorecard opportunity at 30%. The overall AIP scorecard result for 2025 was approved by the Compensation Committee at 153.6%.

  32. 2025 Scorecard Results

    2025 Scorecard Results 2025 Annual Incentive Program Scorecard Company Performance Measure Weight Threshold (50% Payout) Target (100% Payout) Maximum (200% Payout) Operational Results Unweighted Est Payout % Bonus Payout Financial Results (40%): Adjusted EBITDAX ($MM) 20.0% 904 1130 1356 1252 154.0% 30.8% Free Cash Flow ($MM) 20.0% 483 603 724 655 142.9% 28.6% E&P Cost Management (5%): E&P Capital Efficiency ($k/boepd) 5.0% 50 43 37 38 183.3% 9.2% Sustainability (30%): Carbon Management First Injection (Execute to Operate)/Full Injection (FEL-3) 7.5% 1 - All P&As completed for 26R 2 - All surface construction completed at 26R / 35R 3 - First Injection from 35R 2 50% 7.5% Data Center MOU + Cal Capture Readiness 7.5% 1 - Complete FEED for Cal Capture; 100MW Grey DC PPA 2 - Submit CUP/EIR for Cal Capture + 100MW Grey DC PPA 3 - Target + 150 MW Grey & Green DC PPA 2 50% 7.5% Environmental Spill Prevention 2.5% Gross fluids of reportable spills <7000 bbls Gross fluids of reportable spills <5000 bbls Gross fluids of reportable spills <3000 bbls 1124 200% 5.0% Pneumatic Replacements and Independent Certifications 2.5% 1 - Eliminate venting of 100 NG pneumatic devices 2 - Eliminate venting of 165 NG pneumatic devices 3 - Target + MiQ certification for Carbon Intensity for Sac Basin 3 200% 5.0% Safety - Combined IIR 10.0% < 0.55 < 0.40 < 0.28 0.40 100% 10.0% Synergies (25%) Combined CRC + Aera Synergies ($MM) 25.0% 45 65 85 85 200% 50.0% Total Scorecard Result 153.6% Descriptions of the performance measures are as follows, with all non-GAAP measures further described in Annex A, Reconciliation of Non-GAAP Measures:

  33. Individual NEO Payout Considerations

    Individual NEO Payout Considerations The Compensation Committee considered the contributions of the management team and assessed the overall performance to be exceptional. The Compensation Committee considered the contributions of each NEO and determined payouts ranging from 130% to 150% for the individual portions of the AIP were appropriate for the NEOs’ contributions to the Company’s overall performance in 2025. Highlights of the 2025 performance achieved and considered for Mr. Leon included: • Increased average net production by 25% year-over-year to 138 MBoe/d (79% oil), and realized $235 million in Aera merger-related synergies • Reported net income of $363 million, adjusted net income of $359 million and highest annual adjusted EBITDAX of $1,241 million since 2021 • Generated $865 million of net cash provided by operating activities and free cash flow of $543 million, highest annual free cash flow since 2021 • Increased annual dividend by 5%, marking four consecutive years of dividend growth, returning $513 million to shareholders including $377 million in share repurchases and $136 million in dividends • Lowered base decline to 8%–13% from 10%–15% through improved reservoir management • Increased proved undeveloped reserves by 190% and total proved reserves by 20% through operational improvements and mergers, despite 14% year-over-year decline in SEC pricing for oil • Exited 2025 with $117 million in available cash, $1,284 million in available borrowing capacity and liquidity of $1,401 million • Increased aggregate elected commitment under the Revolving Credit Facility to $1,460 million in 2025 from $1,150 million • Received “Grade A” certifications under MiQ’s Methane Emissions Performance Standard for production assets across the Los Angeles, Ventura, and San Joaquin basins (excluding assets added in the Berry Merger) • Substantially completed construction of CRC's first carbon capture and storage (CCS) project at the Elk Hills cryogenic gas plant • Executed new MOUs with leading California industrial and power partners to evaluate decarbonized solutions. • Closed all-stock combination with Berry Corporation In addition to their contributions to the strong financial results, the following performance highlights were considered by the Compensation Committee in determining the individual portion of the AIP for the following NEOs: For Ms. Crespy – • Established financial and strategic credibility in first year • Strengthened balance sheet, liquidity, and capital markets position • Enabled transformational M&A and enterprise integration • Modernized finance, controls, and risk management Advanced strategic optionality and long-term value creation For Mr. Gould – • Advanced Class VI portfolio, permits, and first injection • Achieved 98% completion of major construction and positioned CTV I for first injection • Executed PPAs for solar developments at Kern Front and Mount Poso • Advanced Geothermal business • Secured MOUs for CO2 offtake • Progressed data center development For Mr. Hayat – • Delivered safe, compliant operations at scale while minimizing operational risk • Delivered higher volumes, structurally lower decline, and improved forward capital efficiency • Extended asset life, increased proved reserves, and reduced sustaining capital burden • Accelerated merger synergy capture and structurally lowered operating cost base • Protected margins and delivered competitive cost advantage versus peers For Mr. Preston – • Provided effective legal support for CTV development, permitting initiatives, litigation, Berry merger, refinancing and RBL activities • Provided effective leadership for Aera integration, Berry merger negotiation, financial planning and modeling processes and budget development • Led effective business development, government affairs, legal, and public affairs teams • Developed and implemented permitting strategies to obtain new well permits as soon as possible • Increased state and local government engagement initiatives and community engagement • Facilitated constructive engagement with both legislators and the administration

  34. AIP Payouts

    AIP Payouts Approved Payouts 80% Scorecard Portion 20% Individual Performance Portion Total Payout Name Bonus Eligible Salary Target Bonus % Target Bonus $ Scorecard Payout 153.6% Individual Payout Percent Individual Portion Payout Approved Payout Francisco J. Leon $950,000 125% $1,187,500 $1,459,200 150% $356,250 $1,815,450 Clio Crespy $615,000 100% $615,000 $755,712 150% $184,500 $940,212 Chris D. Gould $615,000 100% $615,000 $755,712 130% $159,900 $915,612 Omar Hayat $575,000 100% $575,000 $706,560 150% $172,500 $879,060 Michael L. Preston $675,000 100% $675,000 $829,440 150% $202,500 $1,031,940

  35. Long-Term Incentive Grants

    Long-Term Incentive Grants Our 2025 Compensation Program included the continuation of long-term incentive grants. In February 2025, the Compensation Committee approved the structure and amounts for the 2025 annual long-term incentive awards, which were comprised of Restricted Stock Unit awards (“RSUs”) and Performance Stock Unit awards (“PSUs”) .

  36. 2025 Annual Grants

    2025 Annual Grants 21 2022 2023 2024 2025 2026 2027 2021 Emergence Grants Grant 33% RSU Vest 33% RSU Vest 33% RSU Vest 100% PSU Vest 2023 Partial 2-Year Grants Grant 33% RSU Vest* 33% RSU Vest* 67% PSU Vest** 2023 Full year Grants Grant 33% RSU Vest 33% RSU Vest 33T RSU Vest 100% PSU Vest 2024 Full Year Grants Grant 33% RSU Vest 33T RSU Vest 33T RSU Vest 100T PSU Vest 2025 Full Year Grants Grant 33% RSU Vest 33% RSU Vest 2026 Full Year Grants Grant 33% RSU Vest Annual Total Vesting 33% RSU Vest 0% PSU Vest 33% RSU Vest 0% PSU Vest 100% RSU Vest 100% PSU Vest 100% RSU Vest 67% PSU Vest 100T RSU Vest 100% PSU Vest 100% RSU Vest 100% PSU Vest The grant target values for the 2025 annual long-term incentive awards were split between 40% RSUs and 60% PSUs, reflecting our majority performance-based philosophy and consistent with stockholder feedback we received that long-term incentives should be majority performance-based. The awards are designed to vest over a three-year period. ANNUAL LONG-TERM INCENTIVE MIX (percent of Grant Target Value) CEO AND OTHER NEOS Restricted Stock Units (RSU) 40% 60% Performance Stock Units (PSU)

  37. 2025 Long-Term Incentive Grants

    2025 Long-Term Incentive Grants

  38. 2025 Long-Term Incentive Grants

    | | Type of | Grant | Units | | Name | Award Granted | Target Value | Granted | | Francisco J. Leon | 2025 RSU Award | $2,470,000 | 51,804 | | | 2025 PSU Award | $3,705,000 | 77,705 | | | RSU Retention Award | $4,000,000 | 84,710 | | Clio Crespy | Initial RSU Award | $1,250,000 | 26,383 | | | 2025 RSU Award | $984,000 | 20,638 | | | 2025 PSU Award | $1,476,000 | 30,956 | | | RSU Retention Award | $2,000,000 | 42,355 | | Chris D. Gould | 2025 RSU Award | $984,000 | 20,638 | | | 2025 PSU Award | $1,476,000 | 30,956 | | | RSU Retention Award | $1,250,000 | 26,472 | | Omar Hayat | 2025 RSU Award | $920,000 | 19,295 | | | 2025 PSU Award | $1,380,000 | 28,943 | | | RSU Retention Award | $2,000,000 | 42,355 | | Michael L. Preston | 2025 RSU Award | $1,080,000 | 22,651 | | | 2025 PSU Award | $1,620,000 | 33,977 | | | RSU Retention Award | $2,250,000 | 47,649 |

  39. Initial and 2025 Restricted Stock Unit Awards

    Initial and 2025 Restricted Stock Unit Awards The Initial and 2025 Restricted Stock Unit awards (“Initial RSU Award” and “2025 RSU Award”) are stock-based and stock-settled long-term incentive awards primarily intended to promote retention and enhance alignment with stockholder interests through development of ownership in the Company with time-vested payouts. The Initial RSU Award and 2025 RSU Awards generally vest on the anniversary dates of the grant date. The delivery of vested shares occurs immediately after each applicable vesting date. Dividend equivalents are accumulated and paid at the time shares are delivered.

  40. 2025 Performance Stock Unit Awards

    2025 Performance Stock Unit Awards The 2025 Performance Stock Unit awards (“2025 PSU Award”) are stock-based and stock-settled long-term incentive with performance measures based on the Company's cumulative Total Shareholder Return (“TSR”) and the Company's TSR relative the TSR of the companies included in the XOP Index. The 2025 PSU Awards generally vest on the third anniversary of the grant date. Payouts can range from 0% to 200% of the target PSUs awarded, based on the performance level attained during the performance period according to the payout matrices below. The performance period runs from January 1, 2025 through December 31, 2027. Delivery of earned shares occurs after the vesting date following the Compensation Committee's certification of the performance level achieved. Dividend equivalents are accumulated and paid on earned shares at the time shares are delivered. Payout Matrix for Three-Year Awards Percentage of Performance Units deemed to be Earned PS Units* Cumulative 3-Year TSR Relative TSR Measured Against the XOP Index 1st Quartile 2nd Quartile 3rd Quartile 4th Quartile Low - High 0 - 25th Percentile 25.01 - 50th Percentile 50.01 - 75th Percentile 75.01 - 100th Percentile 52.01% or greater 125% 150% 175% 200% 33.01% 52% 100% 100% - 125% 125.01% - 150% 150.01% - 175% 16.01% 33% 50% 50.01% - 75% 75.01% - 100% 100.01% - 150% 0.01% 16% 0% 0.01% - 25% 25.01% - 50% 50.01% - 75% -5.00% 0% 0% 0% 25% 50% Less than -5.00% 0% 0% 0% 0% * Where ranges are shown, Payout Factor will be interpolated in the range based on equal weighting of Absolute TSR and Relative TSR positions between low and high values. Payout Matrix for Two-Year Awards Percentage of Performance Units deemed to be Earned PS Units* Cumulative 2-Year TSR Relative TSR Measured Against the XOP Index 1st Quartile 2nd Quartile 3rd Quartile 4th Quartile Low - High 0 - 25th Percentile 25.01 - 50th Percentile 50.01 - 75th Percentile 75.01 - 100th Percentile 32.01% or greater 125% 150% 175% 200% 21.01% 32% 100% 100% - 125% 125.01% - 150% 150.01% - 175% 10.01% 21% 50% 50.01% - 75% 75.01% - 100% 100.01% - 150% 0.01% 10% 0% 0.01%-25% 25.01% - 50% 50.01% - 75% -5.00% 0% 0% 0% 25% 50% Less than -5.00% 0% 0% 0% 0% * Where ranges are shown, Payout Factor will be interpolated in the range based on equal weighting of Absolute TSR and Relative TSR positions between low and high values. Please see the table below titled “Outstanding Equity Awards at December 31, 2025” for a description of the outstanding equity-based awards that were held by our NEOs at the end of 2025, and the table below titled “Stock Vested in 2025” for a description of the NEO equity-based awards that vested during the 2025 year.

  41. Restricted Stock Unit Retention Awards

    Restricted Stock Unit Retention Awards In November 2025, the Compensation Committee determined that it would be in the best interests of stockholders and the Company to grant retention awards in the form of Restricted Stock Unit awards (“RSU Retention Awards”) to the NEOs in order ensure continued stability among the senior management team during a period of economic uncertainty. The RSU Retention Awards generally vest over five years, with 10% vesting on each of the first three anniversaries of the grant date, 30% vesting on the fourth anniversary of the grant date and 40% vesting on the fifth anniversary of the grant date. RSU Retention Awards will be immediately settled in shares following the vesting date. During the retention period, if the NEO is terminated by the Company without cause, due to the NEO's death or disability or retirement with sufficient notice to the Company, any remaining unvested portion of the award will immediately become vested and paid to the NEO.

  42. nual incentive 49%

    nual incentive 49% PAY MIX OF CEO AVERAGE PAY MIX OF NEOs OTHER THAN CEO 30% 8% 10% 52% salary annual incentive time-vested long-term incentive performance-based long-term incentive at risk 25% 10% 10% 54% 92% At Risk 90% At Risk

  43. Employment Agreements

    Employment Agreements In 2025, the Company entered into new employment agreements with Ms. Crespy and Mr. Preston, and in 2023, the Company entered into new employment agreements with Mr. Leon, Mr. Gould, and Mr. Hayat to update prior employment agreements or when they became an executive officer, as summarized below. The Compensation Committee believes it is in the best interests of stockholders to have agreements in place to help retain the CEO and other NEOs. These agreements also protect Company interests and ensure that covered executives can execute their duties in the best interests of stockholders without personal bias by providing change in control protections in the event a transaction that is in the best interests of stockholders would result in the termination of their employment.

  44. 2023 CEO Employment Agreement

    2023 CEO Employment Agreement On February 23, 2023, the Company entered into a new employment agreement with Mr. Leon (the “2023 CEO Employment Agreement”) in connection with his anticipated promotion to the position of President and Chief Executive Officer, which superseded the employment agreement previously maintained by the Company and Mr. Leon, dated June 8, 2021, for his position of Executive Vice-President and Chief Financial Officer of the Company. The 2023 CEO Employment Agreement initially governed his role as the Company’s Executive Vice-President and Chief Financial Officer but automatically began covering his new role as President and Chief Executive Officer in connection with his promotion on the date of the Company’s 2023 Annual Meeting of Stockholders. The 2023 CEO Employment Agreement provides for an initial two-year term beginning on February 23, 2023 (the “Effective Date”) and will automatically renew for an additional one-year term on each anniversary of the Effective Date unless the Company or Mr. Leon provides 90 days’ written notice to the other that no such automatic renewal shall occur. The 2023 CEO Employment Agreement provides that Mr. Leon will receive an annual base salary of not less than $750,000. Mr. Leon will also be eligible to receive: (i) an annual cash bonus with a target value equal to 120% of his annual base salary; (ii) participation in those benefit plans and programs of the Company available to similarly situated executives; and (iii) at the same time as other executive officers of the Company receive 2023 annual equity award grants, annual long-term incentive awards (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 not less than 600% of his base salary as in effect on the applicable grant date. The performance stock unit awards will vest over a three-year cliff vesting period beginning on the date of grant, and the restricted stock units will vest in three equal installments over a three-year vesting period beginning on the date of grant. In addition to his annual 2023 LTIP awards described above, Mr. Leon will also receive two separate awards pursuant to the LTIP in 2023: (i) an award of restricted stock units with a grant date target value of $1,200,000 and (ii) an award of performance units with a grant date target value of $1,800,000, each award of which will vest over a two-year vesting period. The 2023 CEO Employment Agreement also contains provisions that could provide severance payments and benefits to Mr. Leon in qualifying situations. Those terms and an estimate of the payments that he could receive in connection with certain termination events are detailed further below within the section titled “Potential Payments Upon Termination or Change in Control.”

  45. 2025 CFO Employment Agreement

    2025 CFO Employment Agreement On November 25, 2024, the Company entered into an employment agreement (the “2025 CFO Employment Agreement”) with Clio Crespy, our new CFO. The 2025 CFO Employment Agreement provided for an initial two-year term beginning on January 1, 2025 (the “Effective Date”) and was automatically set to renew for an additional one-year term on each anniversary of the Effective Date unless the Company or Ms. Crespy provided 90 days’ written notice to the other that no such automatic renewal shall occur. Pursuant to the 2025 CFO Employment Agreement, Ms. Crespy will receive an annual base salary of not less than $615,000. She was eligible to receive: (i) an annual cash bonus with a target value equal to 100% of her annual base salary; (ii) participation in those benefit plans and programs of the Company available to similarly situated executives; (iii) annual long-term incentive awards under the Company’s LTIP with a target grant value of not less than 400% of Ms. Crespy’s base salary as in effect on the applicable grant date, and (iv) an initial long-term incentive award of restricted stock units under the Company’s LTIP with a target grant value of $1,350,000, effective as January 1, 2025. The 2025 CFO Employment Agreement also contained provisions that could provide severance payments and benefits to Ms. Crespy in qualifying situations. Those terms and an estimate of the payments that she could receive in connection with certain termination events are detailed further below within the section titled “Potential Payments Upon Termination or Change in Control.”

  46. 2023 CSO Employment Agreement

    2023 CSO Employment Agreement On July 27, 2023 (the “CSO Effective Date”), the Company entered into an amended and restated employment agreement (the “2023 CSO Employment Agreement”) with Chris D. Gould, our Chief Sustainability Officer, which superseded the employment agreement previously maintained by the Company and Mr. Gould, dated June 14, 2021. The 2023 CSO Employment Agreement provides for an initial two-year term beginning on the CSO Effective Date and will automatically renew for an additional one-year term on each anniversary of the Effective Date unless the Company or Mr. Gould provides 90 days’ written notice to the other that no such automatic renewal shall occur. Pursuant to the Employment Agreement, Mr. Gould will receive an annual base salary of not less than $600,000. He will also be eligible to receive: (i) an annual cash bonus with a target value equal to 100% of his annual base salary (prorated for calendar year 2023); (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 LTIP with a target grant value of not less than 400% of Mr. Gould’s base salary as in effect on the applicable grant date. The performance stock unit awards are expected to vest over a three-year cliff vesting period beginning on the date of grant, and the restricted stock units are expected to vest in three equal installments over a three-year vesting period beginning on the date of grant. The 2023 CSO Employment Agreement also contains provisions that could provide severance payments and benefits to Mr. Gould in qualifying situations. Those terms and an estimate of the payments that he could receive in connection with certain termination events are detailed further below within the section titled “Potential Payments Upon Termination or Change in Control.”

  47. 2023 COO Employment Agreement

    2023 COO Employment Agreement On July 27, 2023 (the “COO Effective Date”), the Company entered into an employment agreement (the “2023 COO Employment Agreement”) with Omar Hayat, now our Chief Operating Officer. The 2023 COO Employment Agreement provides for an initial two-year term beginning on the COO Effective Date and will automatically renew for an additional one-year term on each anniversary of the COO Effective Date unless the Company or Mr. Hayat provides 90 days’ written notice to the other that no such automatic renewal shall occur. Pursuant to the Employment Agreement, Mr. Hayat will receive an annual base salary of not less than $400,000. He will also be eligible to receive: (i) an annual cash bonus with a target value equal to 100% of his annual base salary (prorated for calendar year 2023); (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 LTIP with a target grant value of not less than 400% of Mr. Hayat’s base salary as in effect on the applicable grant date. The performance stock unit awards are expected to vest over a three-year cliff vesting period beginning on the date of grant, and the restricted stock units are expected to vest in three equal installments over a three-year vesting period beginning on the date of grant. The 2023 COO Employment Agreement also contains provisions that could provide severance payments and benefits to Mr. Hayat in qualifying situations. Those terms and an estimate of the payments that he could receive in connection with certain termination events are detailed further below within the section titled “Potential Payments Upon Termination or Change in Control.”

  48. 2025 CStO Employment Agreement

    2025 CStO Employment Agreement On August 4, 2025, the Company entered into an amended and restated employment agreement (the “2025 CStO Employment Agreement”) with Michael L. Preston. The 2025 CStO Employment Agreement provided for an initial one-year term beginning on August 4, 2025 (the “CStO Effective Date”) and will automatically renew for an additional one-year term on each anniversary of the CStO Effective Date unless the Company or Mr. Preston provided 90 days’ written notice to the other that no such automatic renewal shall occur. Pursuant to the 2025 CStO Employment Agreement, Mr. Preston will receive an annual base salary of not less than $675,000 Mr. Preston 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 LTIP with a target grant value of not less than 400% of Mr. Preston’s base salary as in effect on the applicable grant date. The performance stock unit awards are expected to vest over a three-year cliff vesting period beginning on the date of grant, and the restricted stock units are expected to vest in three equal installments over a three-year vesting period beginning on the date of grant. The 2025 CStO Employment Agreement also contains provisions that could provide severance payments and benefits to Mr. Preston in qualifying situations. Those terms and an estimate of the payments that he could receive in connection with certain termination events are detailed further below within the section titled “Potential Payments Upon Termination or Change in Control.”

  49. Benefits

    Benefits In addition to the components of the executive compensation program described above, we provided the following programs to our NEOs during the 2025 year. Qualified Defined Contribution Plan – All of our employees, including our NEOs, were eligible to participate in a tax-qualified, defined contribution plan. The defined contribution plan provided for periodic cash contributions by us based on annual employee cash compensation and employee-elected deferrals. Employees were permitted to contribute into the plan a percentage of their annual salary and bonus up to the annual limit set by the Internal Revenue Service (“IRS”). Employees were able to direct their account balances to a variety of investments. Nonqualified Defined Contribution Plans – All employees, including our NEOs, whose participation in our qualified defined contribution plan was limited by applicable tax laws were eligible to participate in our supplemental savings plan (the “SSP”), a nonqualified defined contribution plan, which provided additional retirement benefits outside of those limitations. Annual allocations for each participant were generally intended to restore the amounts that would have been contributed to our qualified defined contribution plan but for certain tax law limitations, and certain employer allocations were subject to a vesting schedule that required the completion of three years of service. Vested account balances will be payable following separation from service. Interest on SSP account balances was allocated monthly to each participant’s account based on the yield on five-year U.S. Treasury Constant Maturities plus 2% converted to a monthly allocation factor. In addition, we sponsored a supplemental retirement plan (the “SRP II”), which was established for purposes of the assumption by us of certain liabilities under the Occidental Petroleum Corporation Supplemental Retirement Plan II, including those for Messrs. Leon and Preston. All account balances under the SRP II were fully vested at all times and are credited with interest on a monthly basis based on the yield on five-year U.S. Treasury Constant Maturities plus 2% converted to a monthly allocation factor. No additional allocations were made under the SRP II other than the crediting of interest. In order to provide greater financial planning flexibility to participants while not increasing costs under the plan, the SRP II allowed in-service distribution of a participant’s account at a specified age, but not earlier than age 60, as elected by the participant when initially participating in the plan. After a participant receives a specified age distribution, future allocations under the SRP II and earnings on those allocations are to be distributed in the first 70 days of each following year. Nonqualified Deferred Compensation Plan – Certain management and other highly compensated employees (including each of our NEOs) were eligible to participate in our nonqualified deferred compensation plan (the “DCP”), although none of our NEOs participated during the 2025 year. Under the DCP, participants were able to elect to defer a portion of their base salary and annual bonus for a given year. For the year of deferral, we allocated an additional amount to a participant’s account equal to the sum of 6% (which is immediately vested) and 2% (which is subject to a vesting schedule that required the completion of three years of service) of the compensation deferred by the participant under the DCP to restore amounts that were not contributed to the qualified and nonqualified defined contribution plans due to such deferral of compensation under the DCP. Deferred amounts earned interest based on the yield on five-year U.S. Treasury Constant Maturities based on a monthly frequency plus 2%, converted to a monthly allocation factor. Vested account balances will be payable following separation from service, or upon attainment of a specified age elected by the participant. Tax Preparation and Financial Planning – Our executives, including each of the NEOs, were eligible to receive reimbursement, up to certain annual limits, for income tax preparation, financial planning and investment advice, including legal advice related to tax and financial matters. Insurance – We offered a variety of health coverage options to all employees. NEOs participated in these plans on the same terms as other employees. In addition, for executives, including the NEOs, we paid for an annual comprehensive physical examination. We provided all employees with life insurance equal to twice the employee’s base salary. Employee Stock Purchase Plan – We adopted the California Resources Corporation Employee Stock Purchase Plan (the “ESPP”), effective in July 2022, which was approved by stockholders in May 2022 at the 2022 Annual Meeting. The ESPP provides our employees (including our NEOs) the ability to purchase shares of our common stock at a price equal to 85% of the closing price of a share of our common stock as of either the first day of each offering period or the last day of each offering period, whichever amount is less. The maximum number of shares of our common stock authorized to be issued pursuant to the ESPP is 1.25 million, subject to adjustment pursuant to the terms of the ESPP. In addition, participants in the ESPP will be subject to certain limits on the number of shares that can be purchased in any given year and during any given offering period (a calendar quarter) under the ESPP.

  50. Annual Incentive Program

    Annual Incentive Program In February 2026, the Compensation Committee approved the scorecard metrics for the 2026 Annual Incentive Program. In addition to metrics related to financial performance, cost management, power sales and post-merger synergy achievement, 20% of the 2026 scorecard weighting relates to ESG-related carbon management, environmental stewardship, and worker safety goals.

  51. Long-Term Incentive Grants

    Long-Term Incentive Grants The Compensation Committee continued granting long-term incentive awards to the NEOs in March 2026, consisting of 40% time-based restricted stock units and 60% performance stock units with payouts subject to absolute TSR and relative TSR goals compared to the XOP Index, as supported by feedback from our stockholder outreach. Other Compensation Matters

  52. Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information

    Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information We do no currently grant stock options or option-like equity awards to our employees or directors, therefore we do not currently have a formal practice or policy with respect to the grant of stock options or option-like awards. With respect to the RSU and PSUs that were granted during the 2025 year, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation in 2025.

  53. Summary Compensation Table (“SCT”)

    Summary Compensation Table (“SCT”)

  54. Summary Compensation Table (“SCT”)

    | | | | | | | | Change in | | | | | | | | | | | Pension | | | | | | | | | | | Value and | | | | | | | | | | | Nonqualified | | | | | | | | | | Non-Equity | Deferred | | | | Name and | | | | Stock | Option | Incentive Plan | Compensation | All Other | | | Principal | Year | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Position | | | (2) | (3) | (3) | (4) | (5) | (6) | | | Francisco J. Leon | 2025 | $930,769 | $356,250 | $9,070,699 | $0 | $1,459,200 | $4,681 | $255,167 | $12,076,766 | | President and | 2024 | $830,769 | $326,400 | $5,564,246 | $0 | $1,073,203 | $9,629 | $181,684 | $7,985,931 | | Chief Executive Officer | 2023 | $708,654 | $279,000 | $7,673,589 | $0 | $1,221,984 | $10,234 | $292,207 | $10,185,668 | | Clio Crespy (1) | 2025 | $598,442 | $184,500 | $5,384,183 | $0 | $755,712 | $0 | $294,803 | $7,217,640 | | Executive Vice President and | | | | | | | | | | | Chief Financial Officer | | | | | | | | | | | Chris D. Gould | 2025 | $615,000 | $159,900 | $3,274,227 | $0 | $755,712 | $1,034 | $161,121 | $4,966,994 | | Executive Vice President and | 2024 | $612,115 | $618,900 | $2,683,898 | $0 | $647,078 | $1,610 | $136,102 | $4,699,703 | | Chief Sustainability Officer | 2023 | $553,381 | $307,289 | $3,703,777 | $0 | $770,776 | $954 | $157,113 | $5,493,290 | | Omar Hayat (1) | 2025 | $565,384 | $172,500 | $3,882,514 | $0 | $706,560 | $2,342 | $152,782 | $5,482,082 | | Executive Vice President and | | | | | | | | | | | Chief Operating Officer | | | | | | | | | | | Michael L. Preston | 2025 | $665,385 | $202,500 | $4,461,102 | $0 | $829,440 | $10,017 | $158,163 | $6,326,607 | | Executive Vice President, | 2024 | $622,115 | $648,000 | $2,727,604 | $0 | $657,600 | $23,567 | $138,016 | $4,816,902 | | Chief Strategy Officer | 2023 | $569,038 | $298,128 | $3,819,735 | $0 | $789,742 | $27,431 | $253,195 | $5,757,269 | | and General Counsel | | | | | | | | | |

  55. Summary Compensation Table (“SCT”)

    (1) Ms. Crespy and Mr. Hayat were not NEOs in 2023 or 2024. Compensation paid for years in which the executive was not an NEO are not included in the SCT. (2) The amounts shown for 2024 for Messrs. Gould and Preston include the final 80% of the cash Retention Bonus Awards granted in February 2023 which were paid in February and August 2024. There are no amounts remaining payable under the Retention Bonus Awards. The amounts shown for all years include the individual performance portion of the AIP bonus payouts. (3) See the Grants of Plan-Based Awards Table below for detail regarding the 2025 awards. As required by the SEC rules, the amounts shown represent the grant date fair value of the awards granted in that year as computed in accordance with U.S. generally accepted accounting principles (GAAP) and Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, as more fully described in Note 10 in our Annual Report for the years ended December 31, 2025 and 2024 and Note 9 for the year ended December 31, 2023. Awards reported in the Stock Awards column reflect the value of both time-vested RSUs and performance-earned PSUs. Depending on the market price of CRC stock on the award certification date, the final payout value could be significantly higher or lower that the amount shown in the table. For PSUs, there was a possibility of no payout depending on the outcome of the performance criteria. Performance-based awards are reflected at probable grant date values in the table above, although the maximum grant date values are as follows: Leon - $13,384,103, Crespy - $7,102,551, Gould - $4,992,595, Hayat - $5,489,140, Preston - $6,347,166. (4) The amounts shown are the scorecard portion of the payouts under the AIP, which are based on Company performance. The amounts shown are the portion of each executive’s interest credited on nonqualified deferred compensation plan balances that was in excess of 120% of the long-term applicable federal rate, compounded monthly, as prescribed under Section 1274(d) of the Code. The following table shows “All Other Compensation” amounts for 2025.

  56. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below summarizes the plan-based awards granted in 2025 to our NEOs, which included AIP awards (Annual Incentive), Restricted Stock Unit awards (RSU) and Performance Stock Unit awards (PSU).

  57. Grants of Plan-Based Awards

    | | | | | | | | | All Other | | | | | | | | | | | Stock | | | | | | | | | | | Awards: | | | | | | | | | | | Number of | Grant Date | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Shares of | Fair Value | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | Stock | of Stock | | | | Plan Awards | | | Plan Awards | | | or Units | Awards | | Name / | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Type of Grant | Date | ($)(1) | ($) | ($) | (# Shares)(2) | (# Shares) | (# Shares) | (# Shares) | ($) | | Francisco J. Leon | | | | | | | | | | | Annual Incentive | | $14,844 | $1,187,500 | $2,375,000 | | | | | | | RSU(3) | 2/25/2025 | | | | | | | 51,804 | $2,358,118 | | PSU(4) | 2/25/2025 | | | | 8 | 77,705 | 155,410 | | $2,760,859 | | RSU(5) | 11/4/2025 | | | | | | | 84,710 | $3,951,722 | | Clio Crespy | | | | | | | | | | | Annual Incentive | | $7,688 | $615,000 | $1,230,000 | | | | | | | RSU(6) | 1/1/2025 | | | | | | | 26,383 | $1,369,014 | | RSU(3) | 2/25/2025 | | | | | | | 20,638 | $939,442 | | PSU(4) | 2/25/2025 | | | | 3 | 30,956 | 61,912 | | $1,099,867 | | RSU(5) | 11/4/2025 | | | | | | | 42,355 | $1,975,861 | | Chris D. Gould | | | | | | | | | | | Annual Incentive | | $7,688 | $615,000 | $1,230,000 | | | | | | | RSU(3) | 2/25/2025 | | | | | | | 20,638 | $939,442 | | PSU(4) | 2/25/2025 | | | | 3 | 30,956 | 61,912 | | $1,099,867 | | RSU(5) | 11/4/2025 | | | | | | | 26,472 | $1,234,919 | | Omar Hayat | | | | | | | | | | | Annual Incentive | | $7,188 | $575,000 | $1,150,000 | | | | | | | RSU(3) | 2/25/2025 | | | | | | | 19,295 | $878,308 | | PSU(4) | 2/25/2025 | | | | 3 | 28,943 | 57,886 | | $1,028,345 | | RSU(5) | 11/4/2025 | | | | | | | 42,355 | $1,975,861 | | Michael L. Preston | | | | | | | | | | | Annual Incentive | | $8,438 | $675,000 | $1,350,000 | | | | | | | RSU(3) | 2/25/2025 | | | | | | | 22,651 | $1,031,074 | | PSU(4) | 2/25/2025 | | | | 3 | 33,977 | 67,954 | | $1,207,203 | | RSU(5) | 11/4/2025 | | | | | | | 47,649 | $2,222,826 |

  58. Grants of Plan-Based Awards

    (1) The “Threshold” amounts are shown at 1.25% of target, calculated based on threshold payout of the lowest weighted performance metric under the award. Actual payments could have ranged from 0% to 200%. (2) The “Threshold” amounts are shown at 0.01% of target, calculated based on the lowest possible nonzero payout under the award. Actual payments can range from 0% to 200%. The amounts shown represent the estimated grant date fair value of the units granted as computed in accordance with FASB ASC Topic 718, as more fully described in Note 10 Stock-Based Compensation to CRC’s Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2025. The units vest one-third each on February 25, 2026, February 25, 2027 and February 25, 2028. (4) The amounts shown represent the estimated grant date fair value of the units granted as computed in accordance with FASB ASC Topic 718, as more fully described in Note 10 Stock-Based Compensation to CRC’s Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2025. The maximum payouts under the awards were: Leon - $7,074,263, Crespy - $2,818,234, Gould - $2,818,234, Hayat - $2,634,971, Preston - $3,093,266. Payouts under the PSU award can range from 0% to 200% of target number of units based on our cumulative TSR and TSR relative to the companies in the XOP Index during the three-year performance period from January 1, 2025 through December 31, 2027. The threshold amount is shown at 0.01% of target, calculated based on threshold payout under the performance metric for the award. Linear interpolation applies between the thresholds in the payout matrix shown in the “Compensation Discussion and Analysis” section above. The PSU awards vest on February 25, 2028. Vested shares are delivered immediately following certification of the performance result by the Compensation Committee following the vesting date. (5) The amounts shown represent the estimated grant date fair value of the units granted as computed in accordance with FASB ASC Topic 718, as more fully described in Note 10 Stock-Based Compensation to CRC’s Consolidated Financial Statements in the Form 10-K for the year ended December 31, 2025. The units vest 10% each on November 4, 2026, November 4, 2027, and November 4, 2028, 30% on November 4, 2029, and 40% on November 4. 2030.

  59. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  60. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025 The following table summarizes the outstanding equity awards for our NEOs as of December 31, 2025.

  61. Outstanding Equity Awards at December 31, 2025

    | | | Stock Awards | | | | | | | | | | Equity | | | | | | | Incentive | | | | | | | Plan | | | | | | Equity | Awards: | | | | | | Incentive | Market or | | | | Number | | Plan | Payout | | | | of | | Awards: | Value of | | | | Shares | Market | Number of | Unearned | | | | or Units | Value of | Unearned | Shares, | | | | of Stock | Shares or | Shares, Units | Units or | | | | That | Units That | or Other | Other Rights | | | | Have Not | Have Not | Rights That | That Have | | Name / Type | Grant | Vested | Vested | Have Not | Not Vested | | of Grant | Date | (#) | ($)(1) | Vested (#) | ($)(1) | | Francisco J. Leon | | | | | | | RSU(2) | 2/23/2023 | 14,807 | $662,021 | | | | RSU(3) | 2/22/2024 | 25,801 | $1,153,563 | | | | RSU(4) | 2/25/2025 | 51,804 | $2,316,157 | | | | RSU(5) | 11/4/2025 | 84,710 | $3,787,384 | | | | PSU(6) | 2/23/2023 | 27,320 | $1,221,477 | | | | PSU(7) | 2/22/2024 | | | 6 | $268 | | PSU(8) | 2/25/2025 | | | 8 | $358 | | Clio Crespy | | | | | | | RSU(9) | 1/1/2025 | 26,383 | $1,179,584 | | | | RSU(4) | 2/25/2025 | 20,638 | $922,725 | | | | RSU(5) | 11/4/2025 | 42,355 | $1,893,692 | | | | PSU(8) | 2/25/2025 | | | 3 | $134 | | Chris D. Gould | | | | | | | RSU(2) | 2/23/2023 | 7,147 | $319,542 | | | | RSU(3) | 2/22/2024 | 12,445 | $556,416 | | | | RSU(4) | 2/25/2025 | 20,638 | $922,725 | | | | RSU(5) | 11/4/2025 | 26,472 | $1,183,563 | | | | PSU(6) | 2/23/2023 | 13,186 | $589,546 | | | | PSU(7) | 2/22/2024 | | | 3 | $134 | | PSU(8) | 2/25/2025 | | | 3 | $134 | | Omar Hayat | | | | | | | RSU(2) | 2/23/2023 | 945 | $42,251 | | | | RSU(10) | 5/8/2023 | 93 | $4,158 | | | | RSU(11) | 6/19/2023 | 3,963 | $177,186 | | | | RSU(3) | 2/22/2024 | 10,624 | $474,999 | | | | RSU(4) | 2/25/2025 | 19,295 | $862,679 | | | | RSU(5) | 11/4/2025 | 42,355 | $1,893,692 | | | | PSU(6) | 2/23/2023 | 1,744 | $77,974 | | | | PSU(12) | 5/8/2023 | 173 | $7,735 | | | | PSU(13) | 6/19/2023 | 7,312 | $326,920 | | | | PSU(7) | 2/22/2024 | | | 2 | $89 | | PSU(8) | 2/25/2025 | | | 3 | $134 | | Michael L. Preston | | | | | | | RSU(2) | 2/23/2023 | 7,370 | $329,513 | | | | RSU(3) | 2/22/2024 | 12,648 | $565,492 | | | | RSU(4) | 2/25/2025 | 22,651 | $1,012,726 | | | | RSU(5) | 11/4/2025 | 47,649 | $2,130,387 | | | | PSU(6) | 2/23/2023 | 13,599 | $608,011 | | | | PSU(7) | 2/22/2024 | | | 3 | $134 | | PSU(8) | 2/25/2025 | | | 3 | $134 |

  62. Outstanding Equity Awards at December 31, 2025

    (1) The amount shown represents the product of the number of units in the column immediately to the left and the closing price on December 31, 2025, of our common stock as reported in the NYSE Composite Transactions, which was $44.71 per share. (2) These units vest on February 23, 2026, and settlement of vested units will occur immediately thereafter. (3) One half of these units vest on each of February 22, 2026, and February 22, 2027, and settlement of vested units will occur immediately thereafter. (4) One-third of these units vest on each of February 25, 2026, February 25, 2027, and February 25, 2028, and settlement of vested units will occur immediately thereafter. (5) These units vest 10% each on November 4, 2026, November 4, 2027, and November 4, 2028, 30% on November 4, 2029, and 40% on November 4, 2030, and settlement of vested units will occur immediately thereafter. Payout of this PSU award is subject to the achievement of specified cumulative TSR and TSR relative to the companies in the XOP Index over a three-year period from January 1, 2023 to December 31, 2025. The units cliff vest on February 23, 2026. This award is not reported in the Equity Incentive Plan Awards column because the performance condition for earnings a payout of 41% of the target units has been met, although vesting and settlement will not occur until February 23, 2026. (7) Payout of this PSU award is subject to the achievement of specified cumulative TSR and TSR relative to the companies in the XOP Index over a three-year period from January 1, 2024 to December 31, 2026. The units cliff vest on February 22, 2027. The number of shares is shown at threshold performance (8) Payout of this PSU award is subject to the achievement of specified cumulative TSR and TSR relative to the companies in the XOP Index over a three-year period from January 1, 2025 to December 31, 2027. The units cliff vest on February 25, 2028. The number of shares is shown at threshold performance. (9) One-third of these units vest on each of January 1, 2026, January 1, 2027, and January 1, 2028, and settlement of vested units will occur immediately thereafter. (10) These units vest on May 8, 2026, and settlement of vested units will occur immediately thereafter. (11) These units vest on June 19, 2026, and settlement of vested units will occur immediately thereafter. (12) Payout of this PSU award is subject to the achievement of specified cumulative TSR and TSR relative to the companies in the XOP Index over a three-year period from January 1, 2023 to December 31, 2025. The units cliff vest on May 8, 2026. This award is not reported in the Equity Incentive Plan Awards column because the performance condition for earnings a payout of 41% of the target units has been met, although vesting and settlement will not occur until May 8, 2026. (13) Payout of this PSU award is subject to the achievement of specified cumulative TSR and TSR relative to the companies in the XOP Index over a three-year period from January 1, 2023 to December 31, 2025. The units cliff vest on June 19, 2026. This award is not reported in the Equity Incentive Plan Awards column because the performance condition for earnings a payout of 41% of the target units has been met, although vesting and settlement will not occur until June 19, 2026.

  63. Stock Vested in 2025

    Stock Vested in 2025 The first tranche of the RSUs granted in 2024 vested during 2025. In addition, the performance period for the two-year PSUs granted in 2023 ended in December 2024 and the awards vested at 156% of the target award amounts, based on the absolute and relative TSR performance during the performance period. The second tranches of the three- and two-year RSUs granted in 2023 also vested and were delivered during 2025. At the time shares are delivered under the stock awards, shares are cancelled and the Company pays cash for required tax withholding, reducing the potential stock dilution from shares issued for stock awards. There are no outstanding option awards to be exercised.

  64. Stock Vested in 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Francisco J. Leon | 111,813 | $5,294,346 | | Clio Crespy | 0 | $0 | | Chris D. Gould | 53,965 | $2,555,243 | | Omar Hayat | 38,724 | $1,876,526 | | Michael L. Preston | 55,561 | $2,630,813 |

  65. Stock Vested in 2025

    (1) The second tranche of the RSUs granted to Messrs. Leon, Gould, Hayat and Preston on February 23, 2023, vested on February 23, 2025. The first tranche of RSUs granted to Messrs. Leon, Gould, Hayat and Preston on February 22, 2024, vested on February 22, 2025. The two-year PSUs granted to Messrs. Leon, Gould, Hayat and Preston on February 23, 2023, vested on February 23, 2025. Additional tranches of other RSUs granted to Mr. Hayat in 2023 vested in 2025. (2) These amounts were calculated as the number of vesting RSUs and PSUs times the closing stock price of our common stock as reported in the NYSE Composite Transactions on the respective vesting dates. Includes the cash value of RSUs and PSUs withheld to pay certain tax liabilities on RSUs and PSUs which vested during 2025. The number of RSUs withheld were: Mr. Leon - 60,260; Mr. Gould – 24,647; Mr. Hayat – 20,961; and Mr. Preston - 30,006.

  66. 2025 Nonqualified Deferred Compensation Table

    2025 Nonqualified Deferred Compensation Table The following table sets forth for 2025 the contributions, earnings, withdrawals and balances under the SSP, SRP II and the DCP in which the NEOs participated, although none of the NEOs participated in or had an account balance with respect to our DCP at the end of the 2025 calendar year. Messrs. Leon, Gould, Hayat and Preston were fully vested in their respective aggregate balances shown below, which include amounts CRC assumed from our former parent Occidental Petroleum Corporation’s plans. Ms. Crespy was not fully vested in her SSP balance at the end of 2025. For additional information relating to these plans, see “Nonqualified Defined Contribution Plans” and “Nonqualified Deferred Compensation Plan” above.

  67. 2025 Nonqualified Deferred Compensation Table

    | | | | | | Aggregate | | | | | Executive | Company | Aggregate | Withdrawals/ | Aggregate | | | | Contributions | Contributions | Earnings | Distributions | Balance | | | | 2025 | in 2025 | in 2025 | in 2025 | at 12/31/2025 | | Name | Plan | ($)(1) | ($)(2) | ($)(3) | ($) | ($)(4) | | Francisco J. Leon | SSP | $0 | $207,939 | $64,594 | $0 | $1,353,329 | | | SRP II | $0 | $0 | $11,605 | $0 | $200,992 | | Clio Crespy | SSP | $0 | $26,086 | $0 | $0 | $26,086 | | Chris D. Gould | SSP | $0 | $121,141 | $17,069 | $0 | $433,289 | | Omar Hayat | SSP | $0 | $124,512 | $31,534 | $0 | $684,733 | | Michael L. Preston | SSP | $0 | $146,663 | $91,907 | $0 | $1,757,993 | | | SRP II | $0 | $0 | $77,686 | $0 | $1,345,436 |

  68. 2025 Nonqualified Deferred Compensation Table

    (1) No employee contributions are permitted in the SSP or SRP II. None of the NEOs elected to defer compensation under the DCP for 2025. (2) Amounts represent Company contributions to the SSP and are reported under “All Other Compensation” in the Summary Compensation Table for 2025. (3) The amounts reported in this column include aggregate interest as provided in the SSP and SRP II plans that accrued during 2025. Included in these amounts are excess earnings which are reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table for 2025 because they were above-market earnings as follows: Mr. Leon - $4,681; Mr. Gould – $1,034; Mr. Hayat - $2,342; Mr. Preston - $10,017. (4) The amounts reported in this column reflect the total balance of the NEO’s accounts in the plans as of December 31, 2025. The total amount previously reported in the Summary Compensation Table for each of the NEOs was as follows: Mr. Leon – $873,928; Ms. Crespy - $26,086, Mr. Gould – $427,638; Mr. Hayat – $124,512; Mr. Preston – $1,036,468.

  69. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Payments and other benefits payable to NEOs in various termination circumstances and a change in control were subject to certain policies, plans and employment agreements. Following is a summary of the material terms of these arrangements.

  70. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of our CEO. For 2025, our last completed fiscal year: • The median of the annual total compensation of all employees of our company (other than our CEO) was $206,474. • The annual total compensation of our CEO, as reported in the Summary Compensation Table above, was $12,076,766. • Based on this information, for 2025 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was reasonably estimated to be 58 to 1. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: • We determined that, as of December 31, 2025 (which is the date we chose to identify our median employee), our employee population consisted of approximately 1,500 individuals with all of these individuals located in the United States (as reported in Part I, Items 1 & 2 Business and Properties, in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2026 (our “Annual Report”)). This population consisted of our full-time, part-time, and temporary employees, as we do not have seasonal workers, but excluded approximately 990 employees who joined the Company upon our merger with Berry on December 18, 2025, since CRC did not determine their compensation for 2025. • We used the total compensation reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2025 as a consistently applied compensation measure to identify our median employee. We did not make any assumptions, adjustments, or estimates with respect to the W-2 wages, and we did not annualize the compensation for any employees that were not employed by us for all of 2025. We believe the use of W-2 wages, as applicable, is the most appropriate compensation measure since it includes the total taxable compensation received by our employees in 2025. We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all of our employees, including our CEO, are located in the United States, we did not make any cost of living adjustments in identifying the median employee. After we identified our median employee, we combined all of the elements of such employee’s compensation for the 2025 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $206,474. • With respect to the annual total compensation of our CEO, we used the aggregate amounts reported in the “Total” column of our 2025 Summary Compensation Table for Mr. Leon, who served as our CEO throughout 2025, included above and incorporated by reference under Item 11 of Part III of our Annual Report. This pay ratio is calculated in a manner consistent with SEC rules. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies – including companies in our peer group – may not be comparable to the pay ratio reported above. Other companies may have different employment and compensation practices, different geographic breadth, perform different types of work, and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.

  71. Pay Versus Performance Disclosures

    Pay Versus Performance Disclosures As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and the Company’s financial performance for applicable years. The following table summarizes compensation values reported in the Summary Compensation Table for individuals serving as our principal executive officer (“PEO”) and the average for our other NEOs, as compared to “compensation actually paid” and the Company's financial performance for the years ended December 31, 2025, 2024, 2023, 2022 and 2021. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. “Compensation actually paid” includes payments made to executives during the applicable year such as salary, performance bonus, and various benefits. However, the SEC’s valuation methods for this section emphasize the changes in fair value of equity awards under applicable financial accounting standards, and as such, references to “compensation actually paid” below reflects the change in equity award values on the applicable calculation dates and does not necessarily reflect what our NEOs received year-to-year.

  72. Pay Versus Performance Disclosures

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (millions) | Free Cash Flow (millions) | | | | | | | TSR | Peer Group TSR(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $12,076,766 | $9,547,033 | $5,998,331 | $5,040,333 | $211.03 | $299.13 | $363 | $655 | | 2024 | $7,985,931 | $6,639,906 | $4,891,617 | $3,534,993 | $236.66 | $338.68 | $376 | $595 | | 2023(4) | $914,697 | $(2,675,996) | | | | | | | | 2023(5) | $10,185,668 | $13,968,755 | $5,255,617 | $5,995,797 | $242.89 | $362.06 | $564 | $595 | | 2022 | $2,807,749 | $3,368,621 | $1,382,810 | $1,448,173 | $188.50 | $356.11 | $524 | $360 | | 2021 | $17,583,281 | $30,872,890 | $4,834,140 | $8,066,445 | $181.84 | $237.14 | $625 | $458 |

  73. Pay Versus Performance Disclosures

    (1) The PEO and the non-PEO NEOs for each year are as follows: • 2025: PEO – Francisco J. Leon; Non-PEOs – Clio Crespy, Chris D. Gould, Omar Hayat, Michael L. Preston • 2024: PEO – Francisco J. Leon; Non-PEOs – Manuela (“Nelly”) Molina, Jay A. Bys, Chris D. Gould, Michael L. Preston • 2023: PEOs – Mark A. McFarland and Francisco J. Leon; Non-PEOs – Manuela (“Nelly”) Molina, Jay A. Bys, Chris D. Gould, Michael L. Preston, Shawn M. Kerns 2022 and 2021: PEO – Mark A. McFarland; Non-PEOs – Francisco J. Leon, Jay A. Bys, Shawn M. Kerns, Michael L. Preston The following tables reconcile the Summary Compensation Table totals to the Compensation Actually Paid totals:

  74. Pay Versus Performance Disclosures

    | | 2025 | | PEO Summary Compensation Table Totals | $12,076,766 | | Add (Subtract): | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (9,070,699) | | Fair value at year end of equity awards granted during the year | 8,815,272 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (2,944,554) | | Change in fair value of equity awards granted in prior years that vested during the year | 670,248 | | Equity awards granted in prior years that were forfeited during the year | — | | Total Equity Award Related Adjustments | (2,529,733) | | Compensation Actually Paid Totals | $9,547,033 |

  75. Pay Versus Performance Disclosures

    | | 2025 | | Non-PEO NEOs Summary Compensation Table Totals | $5,998,331 | | Add (Subtract): | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (4,250,507) | | Fair value at year end of equity awards granted during the year | 4,089,533 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (936,275) | | Change in fair value of equity awards granted in prior years that vested during the year | 139,251 | | Equity awards granted in prior years that were forfeited during the year | — | | Total Equity Award Related Adjustments | (957,998) | | Compensation Actually Paid Totals | $5,040,333 |

  76. Pay Versus Performance Disclosures

    (3) Peer Group TSR for the peer group of prior years is the same peer group used for Item 201(e) of Reg S-K as shown in our 2025 Annual Report. For the 2025 year, that peer group consisted of APA Corporation; BKV Corporation; Chord Energy Corporation; Civitas Resources, Inc.; Comstock Resources Inc.; Crescent Energy Company; Gulfport Energy Corp; Kosmos Energy Ltd.; Magnolia Oil & Gas Corp; Matador Resources Company; Murphy Oil Corporation; Northern Oil and Gas, Inc.; Range Resources Corporation; Sable Offshore Corporation; SM Energy Company; Talos Energy Inc.; and Vermilion Energy Inc. Before-Tax Free Cash Flow is a non-GAAP measure described above in the AIP Scorecard Metrics section of the Compensation Discussion and Analysis section above. See also Annex A for a reconciliation to the nearest GAAP measure. (4) Information shown for PEO McFarland, who was PEO through April 28, 2023. The negative amount shown for Compensation Actually Paid is due primarily to the forfeiture of RSUs upon Mr. McFarland’s termination. (5) Information shown for PEO Leon, who was PEO beginning April 28, 2023.

  77. Discussion of Relationship Between Compensation Actually Paid and Performance Measures

    Discussion of Relationship Between Compensation Actually Paid and Performance Measures The relationship between compensation actually paid and the Company’s financial performance over the period shown in the table above is described as follows.

  78. Disclosure of Most Important Performance Measures for Fiscal Year 2025

    | | Fees Earned | | Other | | | | or Paid in | Stock Awards | Compensation | | | Name | Cash | (1) | (2) | Total | | Andrew B. Bremner | $181,500 | $206,382 | $— | $387,882 | | Tiffany (TJ) Thom Cepak | $216,000 | $335,361 | $75,005 | $626,366 | | James N. Chapman | $191,500 | $206,382 | $51,274 | $449,156 | | James R. Jackson | $141,000 | $206,382 | $— | $347,382 | | Christian S. Kendall | $176,500 | $206,382 | $— | $382,882 | | Mark A. (Mac) McFarland | $151,500 | $206,382 | $96,140 | $454,022 | | William B. Roby | $194,000 | $206,382 | $51,274 | $451,656 | | Bobby Saadati (3) | $70,500 | $206,382 | $— | $276,882 | | Alejandra (Ale) Veltmann | $167,000 | $206,382 | $— | $373,382 |

  79. Proposal 1. Election of Directors

    Proposal 1. Election of Directors Pursuant to the Company's Bylaws, a nominee will be elected to the Board of Directors if such nominee receives the highest number of votes cast “FOR” a particular position on the Board of Directors. The election of directors involves a matter on which a broker (or other nominee) does not have “discretionary” authority to vote. If you do not instruct your broker how to vote with respect to this item, your broker may not vote your shares with respect to this proposal. In such case, a broker non-vote will occur. Pursuant to the director resignation policy in our Corporate Governance Guidelines, the Board expects a nominee who fails to receive a greater number of votes cast “FOR” than votes cast “WITHHOLD” will tender their resignation to the Nominating & Governance Committee. Broker non-votes are not considered votes cast and will have no effect on the outcome of the election of directors.