Berry Stockholders Approve Combination with CRC

Rhea-AI Summary

Berry (NASDAQ: BRY) announced that its stockholders approved a combination with California Resources (NYSE: CRC) at a Special Meeting held on Dec. 15, 2025. Under the merger agreement, Berry holders will receive a fixed exchange ratio of 0.0718 shares of CRC for each Berry share. Preliminary voting showed approval by approximately 73% of total shares outstanding and about 98% of shares voted in favor. The company said final voting results will be filed on a Form 8-K and the transaction closing is expected on Dec. 18, 2025.

Positive

• Fixed exchange ratio of 0.0718 CRC shares per BRY share
• Preliminary approval: ~98% of shares voted in favor
• Transaction expected to close on Dec. 18, 2025

Negative

• Approval represents ~73% of total shares outstanding (not unanimous)
• Berry shares will convert into CRC shares at closing

News Market Reaction

-3.76%

1 alert

-3.76% News Effect

On the day this news was published, BRY declined 3.76%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Exchange ratio: 0.0718 CRC shares per BRY share Support of shares outstanding: 73% Support of shares voted: 98% +1 more

4 metrics

Exchange ratio 0.0718 CRC shares per BRY share Fixed exchange ratio under the merger agreement

Support of shares outstanding 73% Approximate share of total BRY shares outstanding approving combination

Support of shares voted 98% Approximate share of voted BRY shares supporting the combination

Expected closing date December 18 Targeted transaction closing timing

Market Reality Check

Price: $3.26 Vol: Volume 539,527 is slightl...

normal vol

$3.26 Last Close

Volume Volume 539,527 is slightly below the 20-day average of 590,857, suggesting no unusual trading ahead of the vote confirmation. normal

Technical Price $3.46 is trading above the 200-day moving average of $3.14, indicating a pre-existing upward bias into the merger approval.

Peers on Argus

BRY was up 2.37% while key peers like PNRG (-7.18%), WTI (-0.58%), HUSA (-1.37%)...

BRY was up 2.37% while key peers like PNRG (-7.18%), WTI (-0.58%), HUSA (-1.37%), REI (-1.29%), and INR (-3.57%) traded lower, pointing to deal-specific strength rather than a sector move.

Historical Context

5 past events · Latest: Nov 05 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Nov 05	Q3 earnings & merger	Negative	-0.3%	Weaker Q3 results and merger update including exchange ratio details.
Sep 17	Sustainability report	Positive	-0.7%	Publication of 2025 sustainability report highlighting emission and safety gains.
Sep 15	Merger announcement	Positive	+21.1%	All-stock combination with CRC and outlined synergies and exchange ratio.
Aug 06	Q2 earnings	Positive	-4.0%	Q2 profit, debt reduction, dividend and hedge coverage disclosure.
Jul 16	Earnings scheduling	Neutral	+3.7%	Announcement of timetable for Q2 2025 earnings release and call.

Pattern Detected

Merger-related announcements for BRY have previously drawn strong positive reactions, while standalone operational or ESG updates have sometimes seen weak or negative follow-through.

Recent Company History

Over the last six months, Berry advanced a strategic shift toward combining with California Resources Corporation. The Sep 15 all-stock combination announcement drove a strong positive move. Subsequent filings and communications, including the DEFM14A and Q3 results on Nov 5, reiterated the 0.0718 CRC share exchange per BRY share. Sustainability updates and earnings have had mixed market responses. Today’s shareholder approval formalizes the path toward closing outlined in earlier regulatory filings.

Market Pulse Summary

This announcement confirms Berry stockholders’ approval of the pending all‑stock combination with Ca...

Analysis

This announcement confirms Berry stockholders’ approval of the pending all‑stock combination with California Resources Corporation, locking in the 0.0718 CRC share exchange ratio. Strong voting support—about 73% of shares outstanding and 98% of votes cast—reduces transaction uncertainty, following prior HSR clearance and proxy disclosures. Investors can focus on the expected December 18 closing, related regulatory reporting on Form 8‑K, and how the combined entity’s strategy and synergies compare to earlier merger communications.

Key Terms

fixed exchange ratio, Form 8-K, U.S. Securities and Exchange Commission

3 terms

fixed exchange ratio financial

"will receive a fixed exchange ratio of 0.0718 shares of CRC common stock"

A fixed exchange ratio is a predetermined rate used in a stock-for-stock merger that states exactly how many shares of the acquiring or combined company each holder of the target company will receive for each share they own. It matters to investors because it locks in the proportion of ownership, potential dilution and exposure to future share-price moves—like agreeing today to trade three apples for one orange regardless of how apple or orange prices change later—so holders can assess value and voting impact before the deal completes.

Form 8-K regulatory

"final voting results ... will be reported in a Form 8-K to be filed"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

U.S. Securities and Exchange Commission regulatory

"Form 8-K to be filed with the U.S. Securities and Exchange Commission"

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

AI-generated analysis. Not financial advice.

DALLAS, Dec. 15, 2025 (GLOBE NEWSWIRE) -- Berry Corporation (bry) (NASDAQ: BRY) (“Berry”) today announced that, at its Special Meeting of Stockholders held earlier today, Berry stockholders voted to approve its combination with California Resources Corporation (“CRC”) (NYSE: CRC). As previously announced, under the terms of the merger agreement, Berry stockholders will receive a fixed exchange ratio of 0.0718 shares of CRC common stock for each share of Berry common stock.

According to preliminary results, Berry stockholders approved the transaction with approximately 73% of the total shares outstanding and approximately 98% of the shares voted in support of the combination. The final voting results of Berry’s Special Meeting will be reported in a Form 8-K to be filed with the U.S. Securities and Exchange Commission (the “SEC”).

The closing of the transaction is expected to occur on December 18.

About Berry Corporation (BRY)

Berry is a publicly traded western United States independent upstream energy company with a focus on onshore, low geologic risk, long-lived oil and gas reserves. We operate in two business segments: (i) exploration and production (“E&P”) and (ii) well servicing and abandonment services. Our E&P assets are located in California and Utah, are characterized by high oil content and are predominantly located in rural areas with low population. Our California assets are in the San Joaquin Basin (100% oil), and our Utah assets are in the Uinta Basin (70% oil). We provide our well servicing and abandonment services to third party operators in California and our California E&P operations through C&J Well Services (CJWS).

FORWARD-LOOKING STATEMENTS

Statements we make regarding the closing of the proposed transaction constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other securities laws. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in such statements. These risks and uncertainties include, but are not limited to, the risk that any of the closing conditions to the proposed transaction may not be satisfied in a timely manner. Additional information concerning these and other important risks and uncertainties are described in the “Risk Factors” section of the definitive proxy statement/prospectus that was filed by Berry with the SEC on November 4, 2025, and other documents filed by Berry from time to time with the SEC. We caution you not to place undue reliance on forward-looking statements contained in this press release, which speak only as of the date hereof. Berry is under no obligation, and expressly disclaims any obligation to update, alter or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact        

Contact: Berry Corporation (bry)
Christopher Denison: Director – Investor Relations & Sustainability
ir@bry.com
(661) 616-3811

FAQ

What did Berry (BRY) stockholders approve on December 15, 2025?

Stockholders approved a combination with California Resources (CRC) under the merger agreement.

What is the exchange ratio for Berry (BRY) shareholders in the CRC merger?

Berry shareholders will receive 0.0718 shares of CRC for each Berry share they hold.

When is the BRY and CRC transaction expected to close?

The companies expect the transaction to close on December 18, 2025.

How strongly did Berry (BRY) investors vote for the CRC combination?

Preliminary results show about 98% of shares voted supported the combination and ~73% of total shares outstanding approved it.

Will Berry file final voting results with the SEC for the CRC merger?

Yes; final voting results will be reported in a Form 8-K filed with the U.S. Securities and Exchange Commission.

What happens to Berry (BRY) shares after the CRC merger closes?

At closing, eligible Berry shares will be converted into CRC shares at the 0.0718 exchange ratio.