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BUSINESS COMBINATIONS
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
Crimson Acquisition

On September 1, 2026, we completed the Crimson Acquisition for a payment of $70 million, which included $7 million of preliminary purchase price adjustments. The final purchase price remains subject to certain adjustments. Crimson owns various onshore midstream assets in California, including the SoCal Pipeline System and San Pablo Bay Pipeline. We believe this transaction enhances our ability to efficiently transport California-produced crude oil to higher-value markets while increasing operational flexibility and flow assurance across our portfolio.

The following table presents the preliminary purchase price allocation to the identifiable assets acquired and the liabilities assumed based on their estimated fair values as of the closing date of the Crimson Acquisition.

Preliminary Purchase Price
(in millions)
Assets Acquired
Cash$2 
Accounts receivable7 
Inventories2 
Other current assets5 
Property, plant and equipment67 
Other noncurrent assets8 
Total Assets Acquired91 
Liabilities Assumed
Accounts payable$4 
Accrued liabilities7 
Other long-term liabilities10 
Total Liabilities Assumed21 
Net Assets Acquired$70 

For the period of September 1, 2026 through September 30, 2026, total operating revenue and loss before income taxes associated with Crimson were not material.

Transaction and integration costs incurred in connection with the Crimson Acquisition were not significant.
At the date of this filing, our assessment of the fair value of assets acquired and liabilities assumed remains preliminary. Certain data necessary to complete the purchase price allocation is not yet available, and includes, but is not limited to, final appraisals of Crimson's property, plant and equipment (PP&E), evaluation of Crimson's materials and supplies inventory, measurement of leases, and valuation of certain assets and liabilities. We expect to complete the purchase price allocation during the 12-month period subsequent to the Crimson Acquisition closing date and adjustments may be made to the provisional amounts recorded as of September 30, 2026.

We recorded cash based on Crimson's bank balances as of September 1, 2026. The measurements for predominantly all of the other current and other noncurrent assets acquired and accounts payable, accrued liabilities and other long-term liabilities assumed are based on contracts in place at Crimson on the acquisition date. The fair value of certain acquired PP&E, primarily consisting of pipelines, gathering lines, and pipeline rights-of-way, is still under review for measurement based on final appraisals.

The pro forma results are not included as the impact was not material to our financial statements.

Berry Merger

On September 14, 2025, we entered into an agreement to combine with Berry in the Berry Merger. Berry was an independent upstream energy company that explored for and produced oil and natural gas in California, primarily in the San Joaquin basin, and in the Uinta basin in Utah. Berry also provided well servicing and abandonment services, which are included in our oil and natural gas segment. The Berry Merger added high quality, oil-weighted, mostly conventional proved developed reserves and sustainable cash flows to our operations.

Pursuant to the Berry Merger Agreement, on the effective date of the merger, December 18, 2025, we issued 5,572,115 shares of our common stock, which was calculated as 0.0718 shares of our common stock for each outstanding share of Berry stock as of December 17, 2025. As of December 18, 2025, and immediately following the closing of the Berry Merger, the former Berry stockholders owned 6% of CRC. We paid cash or issued replacement equity awards in settlement of certain Berry restricted and performance units. Upon closing of the Berry Merger, Berry's outstanding debt was repaid and the underlying credit agreements were terminated. We repaid a significant portion of this indebtedness with proceeds from our 2034 Senior Notes. For more information on the 2034 Senior Notes, refer to Note 4 Debt.

At the date of this filing, our assessment of the fair values of assets acquired and liabilities assumed remains preliminary. The valuation of certain PP&E has not been completed. We expect the PP&E valuation will be completed and the tax returns will be filed in the fourth quarter of 2026.

During the nine months ended September 30, 2026, we recognized measurement period adjustments that increased PP&E by $34 million, increased asset retirement obligations by $15 million, decreased deferred tax assets by $14 million, increased accounts payable by $4 million and decreased inventories by $3 million. We recognized an insignificant amount of measurement period adjustments in total operating expenses on our condensed consolidated statement of operations for the three months ended September 30, 2026 and $2 million of measurement period adjustments in total operating expenses on our condensed consolidated statement of operations for the nine months ended September 30, 2026. These adjustments reflected changes to accretion expense and depreciation, depletion and amortization expense resulting from changes to the purchase price allocation.

We expect to complete the purchase price allocation during the 12-month period subsequent to the Berry Merger closing date and adjustments may be made to the provisional amounts recorded as of September 30, 2026.

We measured assets and liabilities at acquisition date fair value on a nonrecurring basis.
The following table summarizes the consideration transferred:
Merger Consideration
(in millions, except share and per share data)
Shares of common stock
5,572,115 
Common stock per share fair value on December 17, 2025
$45.49 
   Fair value of share consideration
$253 
Settlement of Berry debt
449 
Stock-based compensation
7 
   Total consideration
$709 

The following table presents the preliminary purchase price allocation to the identifiable assets acquired and the liabilities assumed based on their estimated fair values as of the closing date of the Berry Merger:

Preliminary Purchase Price as of December 31, 2025
Adjustments
Preliminary Purchase Price as of September 30, 2026
(in millions)(in millions)(in millions)
Assets Acquired
Cash
$12 $— $12 
Accounts receivable
87 2 89 
Inventories
6 (3)3 
Other current assets
29 (2)27 
Property, plant and equipment659 34 693 
Fair value of derivative contracts
109 — 109 
Deferred tax asset
121 (14)107 
Other noncurrent assets
4 — 4 
Total Assets Acquired1,027 17 1,044 
Liabilities Assumed
Accounts payable$(62)$(4)$(66)
Accrued liabilities(50)2 (48)
Asset retirement obligations
(151)(15)(166)
Fair value of derivative contracts
(21)— (21)
Other long-term liabilities(34)— (34)
Total Liabilities Assumed(318)(17)(335)
Net Assets Acquired$709 $— $709 

Supplemental Unaudited Pro Forma Financial Information

The following supplemental unaudited pro forma financial information presents the total operating revenue, net income and earnings per share for the three and nine months ended September 30, 2025 as if the Berry Merger had occurred on January 1, 2025.
Three months ended September 30,Nine months ended
September 30,
20252025
(in millions, except per share amounts)
Total operating revenue
$996 $3,261 
Net income$55 $292 
EPS
Basic$0.62 $3.13 
Diluted$0.61 $3.10 
The pro forma information is presented for illustration purposes only and is not necessarily indicative of the operating results that would have occurred had the Berry Merger been completed on January 1, 2025, nor is it necessarily indicative of future operating results of the combined entity. The pro forma financial information for the three and nine months ended September 30, 2025 is a result of combining our three and nine months statements of operations with Berry's pre-merger results for the three and nine months ended September 30, 2025 and the pro forma adjustments include estimates and assumptions based on currently available information. The pro forma results do not reflect any cost savings anticipated as a result of the Berry Merger and exclude the impact of any severance. The pro forma results include adjustments to depreciation, depletion and amortization (DD&A) based on the purchase price allocated to PP&E and the estimated useful lives as well as adjustments to interest and accretion expense. We also included pro forma adjustments for certain compensation-related costs and transaction costs we incurred related to the Berry Merger. Management believes the estimates and assumptions are reasonable, and the relative effects of the Berry Merger are properly reflected. Future results may vary significantly from the results reflected in the pro forma information.