California Resources Corp
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
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Sep 30, 2025 · Filed Nov 5, 2025
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Item 5. Other Disclosures
Restricted Stock Units
On November 4, 2025, the Board of Directors approved the grant of restricted stock unit awards (RSUs) under our 2021 Long Term Incentive Plan to certain executive officers of the Company in order to provide a one-time retention award to our management team. The amount of restricted stock units granted to each executive officer is as follows:
| Name | Number of Restricted Stock Units |
|---|---|
| Francisco J. Leon | 84,710 |
| Michael L. Preston | 47,649 |
| Clio Crespy | 42,355 |
| Omar Hayat | 42,355 |
| Jay A. Bys | 26,472 |
| Chris D. Gould | 26,472 |
The RSUs are eligible to vest, subject to the grantee’s continuous employment, according to the following schedule: 10% of the RSUs will vest each on the first, second, and third annual anniversaries of the grant date; (ii) 30% of the RSUs will vest on the fourth annual anniversary of the grant date; and (iii) 40% of the RSUs will vest on the fifth annual anniversary of the grant date. Vested RSUs are settled in shares of the Company’s common stock.
Upon a termination of grantee’s employment by the Company without cause, by the grantee for good reason or due to death or disability, any unvested RSUs will vest in full, but will not be paid until the original settlement dates. Upon grantee’s retirement, any unvested RSUs continue to vest on the original vesting schedule. In the event of a change in control, any unvested RSUs vest in full if the grantee remains continuously employed through such change in control. Any unvested RSUs are subject to forfeiture in the event of all other terminations of employment. Vested and unvested RSUs will also be subject to special clawback provisions in the event of a termination for cause, and will be subject to our general compensation recovery and clawback policies, applicable law and stock exchange rules.
The foregoing description of the RSUs is not complete and is qualified in its entirety by reference to the full text of the RSU award, the form of which is attached as Exhibit 10.5 on this Quarterly Report on Form 10-Q and incorporated herein by reference.
Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2025, no directors or officers adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
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