Berry Corporation SEC Filings

Berry Corporation (BRY) announced that the waiting period under the Hart-Scott-Rodino Act expired at 11:59 p.m. Eastern Time on November 10, 2025 for its pending combination under which Berry will become a direct, wholly-owned subsidiary of California Resources Corporation (CRC).

Completion of the Merger remains subject to other customary conditions, including Berry shareholder approval and prior authorization by the U.S. Federal Energy Regulatory Commission under Section 203 of the Federal Power Act. CRC’s Form S-4 became effective on November 3, 2025, and the definitive proxy statement/prospectus was filed on November 4, 2025 and first sent to Berry stockholders on or about November 5, 2025.

Berry Corporation (BRY) announced that the Hart-Scott-Rodino (HSR) waiting period expired at 11:59 p.m. ET on November 10, 2025 for its pending combination with California Resources Corporation. Upon completion, Berry will become a direct, wholly owned subsidiary of CRC.

Closing is still subject to customary conditions, including Berry shareholder approval and prior authorization by the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act, as outlined in the definitive proxy statement/prospectus. CRC’s Form S-4 became effective on November 3, 2025, and the definitive proxy statement/prospectus was filed on November 4, 2025.

Berry Corporation (BRY) filed its Q3 2025 10‑Q, reporting weaker results and detailing its pending merger with California Resources Corporation (CRC). Total revenues and other were $151.1 million versus $261.7 million a year ago, and the company posted a net loss of $26.0 million (basic and diluted EPS of $‑0.34) compared with net income of $69.9 million in Q3 2024.

For the first nine months, Berry recorded a net loss of $89.1 million, including a non‑cash, pre‑tax impairment of $157.9 million recognized in Q1 2025. Operating cash flow for the period was $129.9 million against capital expenditures of $99.7 million. Stockholders’ equity declined to $639.0 million, and retained earnings moved to an accumulated deficit of $32.7 million.

Debt consisted primarily of the 2024 Term Loan with $416.3 million outstanding at September 30, 2025; the 2024 Revolver had no borrowings, $14 million of letters of credit, and about $49 million of availability. The Board declared quarterly cash dividends of $0.03 per share, consistent with merger constraints. Under the CRC agreement, each BRY share will convert into 0.0718 CRC shares at closing, expected in the first quarter of 2026, subject to approvals and customary conditions.

Berry Corporation (BRY) furnished a press release announcing its financial condition and results of operations for the three months ended September 30, 2025. The company made this disclosure on November 5, 2025.

The press release is provided as Exhibit 99.1 and is incorporated by reference. The materials are expressly stated as furnished and not deemed “filed” for purposes of Section 18 of the Exchange Act.

Berry Corporation (BRY)California Resources Corporation (CRC), outlining the legal and regulatory steps before closing. The company expects to receive HSR clearance in November, and Berry shareholders are scheduled to vote at a special meeting on December 15, 2025. FERC approval is expected to take the longest.

Given these milestones, Berry currently expects the legal close in January 2026, though it could occur in the latter half of December 2025 or slip into later in the first quarter of 2026. The Integration Management Office is targeting mid‑December for Day 1 readiness. The CRC Form S‑4 became effective on November 3, 2025, and the definitive proxy statement/prospectus was filed on November 4, 2025, with materials expected to be sent to Berry stockholders on or about November 5, 2025.

Berry Corporation (BRY) called a special meeting to vote on its proposed merger with California Resources Corporation (CRC)0.0718 shares of CRC common stock. Based on CRC’s closing prices, the implied value per Berry share was $3.81 on September 12, 2025 and $3.39 on November 3, 2025.

The virtual meeting is on December 15, 2025 at 10:00 a.m. CT, and the record date is October 30, 2025 with 77,607,094 shares outstanding and entitled to vote. Adoption of the merger agreement requires the affirmative vote of a majority of outstanding shares. The Berry board unanimously recommends voting FOR all proposals.

Conditions include HSR waiting period expiration and FERC Section 203 authorization; the deal is not subject to CRC stockholder approval or CRC financing. Fractional CRC shares will be paid in cash based on a 15-day VWAP. If completed, Berry will become a wholly owned CRC subsidiary and BRY will be delisted. The agreement includes a $12,044,370 termination fee in specified cases and expense reimbursements up to $5 million. Expected timing is Q1 2026; no appraisal rights apply.

Berry Corp (BRY) disclosed an insider equity transaction. A director reported the conversion of restricted stock units into common shares on 10/23/2025.

The filing shows a Code M transaction settling 5,252 restricted stock units into 5,252 shares of common stock at a reported price of $0.00. Following the transaction, the director directly held 5,252 shares of common stock, and no derivative restricted stock units remained outstanding.

The explanation notes that each restricted stock unit represented a right to receive one share of Berry Corporation common stock on October 23, 2025.

Dimensional Fund Advisors LP reported beneficial ownership of 3,606,498 shares of Berry Corp common stock, representing 4.6% of the class. The filing shows 3,593,946 shares with sole voting power and 3,606,498 shares with sole dispositive power, and the reporting person disclaims beneficial ownership because the shares are owned by various managed Funds. The filing clarifies that no single Fund under Dimensional is known to hold more than 5% of the class and that the shares were acquired and are held in the ordinary course of business, not for the purpose of changing control.