Form 4: CRC COO Hayat Boosts Stake After PSU Vesting

California Resources Corp's EVP & COO, Omar Hayat, increased his direct beneficial ownership by 293 shares after performance stock units vested and shares were withheld for taxes.

Summary

• Omar Hayat, EVP & Chief Operating Officer of California Resources Corp (CRC), reported changes in his beneficial ownership of common stock.
• On February 23, 2026, Hayat acquired 1,744 shares of common stock at a price of $0, representing performance stock units (PSUs) granted on February 23, 2023, which met their performance criteria.
• Concurrently, on February 23, 2026, Hayat disposed of 1,451 shares of common stock at a price of $58.15 to satisfy tax withholding obligations related to the vesting of both restricted stock units (RSUs) and PSUs.
• Following these transactions, Hayat's direct beneficial ownership stands at 92,380 shares of common stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal. The vesting of performance stock units indicates the company met specific performance targets, and the net increase in the COO's beneficial ownership, even after tax withholding, suggests continued executive confidence.

Positives

• The vesting of 1,744 performance stock units indicates that the company met specific performance criteria, which is generally a positive sign for operational execution.
• Omar Hayat's net increase in direct beneficial ownership by 293 shares (1,744 acquired 1,451 disposed for tax) suggests continued alignment of management's interests with shareholders.

Negatives

• The disposition of 1,451 shares for tax withholding purposes, while standard practice, represents a reduction in the total shares received from the vesting event.

Industry Context

StockSavvy.ai notes that insider transaction filings like this Form 4 provide transparency into executive stock ownership changes. While routine for compensation, the net increase in shares held by a key executive like the COO can be viewed as a positive signal of confidence in the company's future, aligning with broader trends of executive incentives tied to long-term performance.

Comparison to Industry Standards

• Form 4 filings are standard regulatory disclosures for insider transactions across all publicly traded companies.
• The vesting of performance-based equity awards and subsequent tax withholding is a common practice in executive compensation packages, comparable to practices at peers in the energy sector such as EOG Resources or Pioneer Natural Resources, where executive compensation often includes a significant equity component tied to performance metrics.

Related Party Transactions

• Acquisition of 1,744 shares of common stock by Omar Hayat, EVP & COO, resulting from the vesting of performance stock units (PSUs) granted on February 23, 2023, after performance criteria were certified on February 23, 2026.
• Disposition of 1,451 shares of common stock by Omar Hayat, EVP & COO, at $58.15 per share, to satisfy tax withholding obligations related to the vesting of restricted stock units (RSUs) and PSUs on February 23, 2026.

Stakeholder Impact

• Shareholders: The vesting of performance stock units suggests that the company met specific performance targets, which is generally positive. The net increase in the COO's beneficial ownership aligns management's interests with those of shareholders.

Key Dates

Recommendation

The filing details routine executive compensation events, specifically the vesting of performance stock units and subsequent tax-related share dispositions. While the vesting indicates performance criteria were met and the executive's net beneficial ownership slightly increased, these transactions are standard and do not present new fundamental information that would significantly alter an investment thesis. Therefore, a 'hold' recommendation is appropriate, pending further fundamental analysis.

Keywords

California Resources Corp, CRC, Omar Hayat, Form 4, Insider Trading, Beneficial Ownership, Performance Stock Units, Restricted Stock Units, Executive Compensation, Stock Vesting, Tax Withholding