Material Agreement (Form 8-K)

On October 1, 2025, Occidental Chemical Holding, LLC ("OCH"), and Environmental Resource Holdings, LLC ("ERH"), each wholly-owned indirect subsidiaries of Occidental Petroleum Corporation ("Occidental"), entered into a purchase and sale agreement (the "Purchase Agreement") with Berkshire Hathaway Inc. ("Berkshire Hathaway"), pursuant to which, subject to the terms and conditions set forth therein, Berkshire Hathaway has agreed to acquire from Occidental all of the issued and outstanding equity interests in Occidental Chemical Corporation ("OCC"), which holds Occidental's chemical business ("OxyChem"), in an all-cash transaction (the "Transaction") for $9.7 billion, subject to customary adjustments for cash and indebtedness and for changes in working capital from an agreed upon working capital target. OxyChem is a global manufacturer of commodity chemicals, with applications in water treatment, pharmaceuticals, healthcare and commercial and residential development.

The Purchase Agreement contains customary representations and warranties of OCH and ERH, including those relating to the business and operations of OxyChem, in each case subject to various materiality qualifiers. The Purchase Agreement also contains customary representations and warranties of Berkshire Hathaway, subject to customary materiality qualifiers. The Purchase Agreement provides for customary covenants, including covenants relating to (i) OCH using commercially reasonable efforts to operate OxyChem in the ordinary course and to refrain from taking certain actions without Berkshire Hathaway's consent during the period from the execution of the Purchase Agreement to the closing of the Transaction (the "Closing") and (ii) the parties using reasonable best efforts to obtain certain regulatory approvals necessary to consummate the Transaction. OCH has also agreed to indemnify Berkshire Hathaway for any (a) pre-closing liabilities of OxyChem, (b) inaccuracies of customary fundamental representations and warranties, (c) inaccuracies of other representations and warranties, subject to a deductible and cap, (d) breaches of certain covenants and (e) certain losses related to pre-closing taxes, in each case, subject to certain limitations and procedures. ERH will retain environmental liabilities relating to OxyChem's legacy sites and has also agreed to indemnify Berkshire Hathaway for such liabilities, subject to certain limitations and procedures.

Consummation of the Transaction is subject to various closing conditions, including: (i) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the receipt of certain other required regulatory consents or approvals and (iii) the absence of laws or judgments preventing the consummation of the Transaction. The obligation of each party to consummate the Transaction is also conditioned upon the other party's representations and warranties being true and correct (subject to certain materiality qualifications) and the other party having performed in all material respects its obligations under the Purchase Agreement.

The Purchase Agreement contains certain termination rights permitting each party to terminate the Purchase Agreement under certain specified circumstances, including if the Closing has not occurred on or before March 30, 2026, subject to an automatic extension of 90 days if certain conditions relating to regulatory approvals have not been satisfied or waived by such date.

At the Closing, OCH, certain other subsidiaries of Occidental, as applicable, and OCC will enter into other definitive agreements relating to the Transaction, including, among others, (i) a Transition Services Agreement, pursuant to which OCH and OCC will provide certain transition services to each other for a period of time following the Closing, and (ii) a Remediation Management Agreement, pursuant to which, among other things, Glenn Springs Holdings, Inc., a wholly-owned indirect subsidiary of Occidental, will manage, and OCC may perform, certain remedial projects, for which OCH is required to indemnify Berkshire Hathaway under the Purchase Agreement, at operating sites owned by OCC. At the Closing, Occidental will also enter into a Guaranty in favor of Berkshire Hathaway, pursuant to which Occidental will guarantee OCH's and ERH's indemnification obligations under the Purchase Agreement.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

The foregoing summary has been included to provide security holders with information regarding the terms of the Purchase Agreement. It is not intended to provide any factual information about Occidental, OCH, ERH, OCC or Berkshire Hathaway or their respective subsidiaries or affiliates. The Purchase Agreement contains representations and warranties that OCH and ERH, on one hand, and Berkshire Hathaway, on the other hand, made to and solely for the benefit of each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Purchase Agreement or contained in confidential disclosures provided by the parties. Some of those representations and warranties (i) may not be accurate or complete as of any specified date and are modified, qualified and created in important part by the underlying disclosures provided by the parties, (ii) may be subject to a contractual standard of materiality different from those generally applicable to security holders or (iii) may have been used for the purpose of allocating risk between the parties to the Purchase Agreement rather than establishing matters as facts. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information. Security holders are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Occidental, OCH, ERH, OCC or Berkshire Hathaway. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Occidental's public disclosures.