[425] Berry Corp (bry) Business Combination Communication

Rhea-AI Filing Summary

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.

Insights

M&A and Regulatory Analyst

Merger timeline centers on HSR, FERC and Dec 15 vote.

The update lists the key gating items to close the CRC–Berry transaction: HSR clearance in November, Berry stockholder approval on December 15, 2025, and FERC approval, which is expected to take the longest. These approvals determine when ownership of Berry’s companies will transfer to CRC at legal close.

The Form S‑4 became effective on November 3, 2025, and the definitive proxy/prospectus was filed on November 4, 2025, enabling solicitation ahead of the vote. The Integration Management Office is targeting mid‑December Day 1 readiness, aligning with the earliest potential closing window cited.

The company’s expected close in January 2026 could accelerate to late December 2025 or extend into later in Q1 2026, depending on approvals. Actual timing will hinge on regulatory determinations and the shareholder vote outcome.

11/04/2025 - 04:53 PM

Filed by Berry Corporation (bry)

Pursuant to Rule 425 of the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Berry Corporation (bry)

Commission File No.: 001-38606

[The following email was sent to employees of Berry Corporation (bry) and C&J Well Services on November 4, 2025.]

To: All Berry and C&J Employees

Subject: Transaction Update – Overview of the Merger’s Legal Close Process

As we move toward completing the merger between CRC and Berry, we want to provide an overview of the key legal and regulatory steps that must be completed before the transaction officially closes, which we refer to as the “legal close” or “closing.” We currently expect that once all of the required approvals are complete, we will promptly move to legally close the transaction. At that moment, ownership of the Berry companies (including the Macpherson and C&J companies) will officially transfer to CRC, and all of those companies will continue to exist and operate as part of one combined organization within CRC. At that time, all Berry employees will be formally part of the CRC organization, though your employer (whether a Berry / Macpherson / C&J company) may not change, and the systems and processes may remain separate for a period after closing. This communication is intended to provide transparency around the approvals required before we can legally close, but keep in mind until we have received all of the approvals, we will not have visibility to the closing date.

Key Approvals Required Prior to Closing

Before we can close the transaction, several conditions must be satisfied, including the following approvals:

• FERC Approval – Federal Energy Regulatory Commission (FERC) review and approval

• HSR Clearance – Federal Trade Commission anti-trust review under the Hart-Scott-Rodino (HSR) Act

• Berry Shareholder Approval – Approval of the merger transaction by Berry shareholders at a special meeting to be held on December 15, 2025

Expected Timing of Closing

Based on what we know today, we expect to receive HSR clearance in November and that Berry shareholders will approve the merger transaction at the special meeting scheduled to be held on December 15, 2025. While there is some possibility of an expedited approval process by FERC, we expect FERC approval will take the longest to receive.

Given the above, we currently expect legal close to be in January 2026, although it could occur as early as the latter half of December 2025, or alternatively push into later in the first quarter of 2026. For purposes of our joint integration planning, the Integration Management Office (IMO) is using mid-December as the target to reach Day 1 readiness, as that is the earliest possible timeline by which the transaction could close. Preparing for Day 1 readiness by mid-December positions us to be ready for an efficient and smooth close, on an accelerated timeline, once all of the approvals are in hand and we can set a closing date. As we satisfy significant closing conditions, and when a clearer timeline is known, we will communicate it to the organization.

Next Steps

We will continue to update you as the milestones and timeline to close become clearer. In the meantime, we are planning to circulate another set of “Frequently Asked Questions” within the next week to broadly share answers to questions that have been raised over the last few weeks. As a reminder, these FAQs are also being posted on the Berry sharepoint / intranet for convenience to reference. Finally, if you have any additional questions or concerns to be addressed, please send them to imo@bry.com; you can also raise them directly to any member of our Executive Leadership Team.

Thank you for your continued partnership and collaboration as we move through this important phase of the merger process.

Best regards,

Integration Management Office

FORWARD-LOOKING STATEMENTS

Information set forth in this communication, including financial estimates and statements as to the effects 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. All statements other than historical facts are forward-looking statements, and include statements regarding the benefits of the proposed transaction, future financial position and operating results of Berry Corporation (bry) (“Berry”) and California Resources Corporation (“CRC”), business strategy, projected revenues, earnings, costs, capital expenditures and plans, objectives and intentions of management for the future. Words such as “expect,” “could,” “may,” “anticipate,” “intend,” “plan,” “ability,” “believe,” “seek,” “see,” “will,” “would,” “estimate,” “forecast,” “target,” “guidance,” “outlook,” “opportunity” or “strategy” or similar expressions are generally intended to identify forward-looking statements. Such forward-looking statements are based upon the current beliefs and expectations of the management of Berry and CRC and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, projected in, or implied by, such statements. The expectations and forecasts reflected in these forward-looking statements are inherently subject to numerous risks and

uncertainties, most of which are difficult to predict and many of which are beyond Berry’s and CRC’s control. No assurance can be given that such forward-looking statements will be correct or achieved or that the assumptions are accurate or will not change over time. Particular uncertainties that could cause Berry’s and/or CRC’s actual results to be materially different from those described in the forward-looking statements include: (i) transaction costs, (ii) unknown liabilities, (iii) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Berry’s common stock or CRC’s common stock, (iv) the ability to successfully integrate the businesses, (v) the ability to achieve projected synergies or it may take longer than expected to achieve those synergies, (vi) risks related to financial community and rating agency perceptions of each of Berry and CRC or its respective business, operations, financial condition and the industry in which it operates, (vii) risks related to the potential impact of general economic, political and market factors on Berry or CRC or the proposed transaction, (viii) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, (ix) the risk that stockholders of Berry may not approve the proposed transaction, (x) risks related to disruption of management time from ongoing business operations due to the proposed transaction, (xi) effects of the announcement, pendency or completion of the proposed transaction on the ability of Berry and CRC to retain customers and retain and hire key personnel and maintain relationships with their respective suppliers and customers, (xii) the risk that any of the other closing conditions to the proposed transaction may not be satisfied in a timely manner, including the risk that all necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated, (xiii) those expressed in Berry’s other forward-looking statements including those factors discussed in Part I, Item 1A – Risk Factors in Berry’s Annual Report on Form 10-K and its other SEC filings available at https://ir.bry.com/ and (xiv) those expressed in CRC’s other forward-looking statements including those factors discussed in Part I, Item 1A – Risk Factors in CRC’s Annual Report on Form 10-K and its other SEC filings available at www.crc.com. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the definitive proxy statement/prospectus that was filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 4, 2025, and other documents filed by Berry or CRC from time to time with the SEC.

Berry and CRC each cautions you not to place undue reliance on forward-looking statements contained in this communication, which speak only as of the date hereof, and each of Berry and CRC 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. This communication may also contain information from third-party sources. This data may involve a number of assumptions and limitations, and each of Berry and CRC has not independently verified them and do not warrant the accuracy or completeness of such third-party information.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed transaction, CRC filed with the SEC on October 14, 2025, a registration statement on Form S-4 (the “registration statement”) that became effective on November 3, 2025. The registration statement includes a proxy statement of Berry that also constitutes a prospectus of CRC. The definitive proxy statement/prospectus was filed with the SEC on November 4, 2025 and is expected to be sent to the holders of common stock of Berry on or about November 5, 2025. Berry and/or CRC may also file other documents in connection with the proposed transaction. Investors and stockholders of Berry and CRC are urged to read the definitive proxy statement/prospectus and any other documents filed or to be filed with the SEC in connection with the proposed transaction when they become available, as they contain or will contain important information about Berry, CRC, the proposed transaction and related matters. The registration statement and definitive proxy statement/prospectus are available, and other documents filed by Berry or CRC with the SEC when filed will be available, free of charge at the SEC’s website at https://www.sec.gov. Alternatively, investors and stockholders may obtain free copies of documents that are filed or will be filed with the SEC by Berry, including the definitive proxy statement/prospectus, on Berry’s website at https://ir.bry.com/reports-resources, and may obtain free copies of documents that are filed or will be filed with the SEC by CRC, including the registration statement and the definitive proxy statement/prospectus, on CRC’s website at https://www.crc.com/investor-relations. The information included on, or accessible through, Berry’s or CRC’s website is not incorporated by reference into this press release.

NO OFFER OR SOLICITATION

This press release is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

PARTICIPANTS IN THE SOLICITATION OF PROXIES

Berry and its directors and certain of Berry’s executive officers and other employees, and CRC and certain of its directors, executive officers and other employees, may be deemed to be participants in the solicitation of proxies from Berry’s stockholders in connection with the proposed transaction. A description of participants’ direct or indirect interests, by security holdings or otherwise, are included in the definitive proxy statement/prospectus relating to the proposed transaction that was filed with the SEC. Information regarding Berry’s directors and executive officers is contained in the “Proposal No. 1—Election of Directors,” “Corporate Governance,” “Executive Officers,” “Executive Compensation – Compensation Discussion and Analysis,” “Director Compensation,” “Security Ownership of Certain Beneficial Owners and Management,” and “Certain Relationships and Related Party Transactions” sections of Berry’s definitive proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on April 7, 2025; under the heading “Directors, Executive Officers and Corporate Governance” in Part III, Item 10 of Berry’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 13, 2025; in Item 5.07 of Berry’s Current Report on Form 8-K filed with the SEC on May 22, 2025; in Berry’s Current Reports on Form 8-K filed with the SEC on January 22, 2025 and October 25, 2024; in the definitive proxy statement/prospectus, including under the headings “Interest’s of Certain Berry Directors and Executive Officers in the Merger” beginning on pages 15 and 91; and under “Leadership” accessed through the “About” link on Berry’s website at https://bry.com/about/management/. Information regarding CRC’s directors and executive officers is contained in the “Board of Directors and Corporate Governance,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Director Compensation,” “Stock Ownership Information,” and “Proposals Requiring Your Vote – Proposal 1: Election of Directors” sections of CRC’s definitive proxy statement for CRC’s 2025 Annual Meeting of Stockholders, filed with the SEC on March 19, 2025; under the heading “Directors, Executive Officers and Corporate Governance” in Part III, Item 10 of CRC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 3, 2025; in Item 5.07 of CRC’s Current Report on Form 8-K filed with the SEC on May 6, 2025; in CRC’s Current Reports on Form 8-K filed with the SEC on June 23, 2025 and November 25, 2024; and under “Our Team” accessed through the “Our Business” link on CRC’s website at https://www.crc.com/our-business/our-team. Additional information regarding ownership of Berry’s securities by its directors and executive officers and of CRC’s securities by its directors and executive officers is included in such persons’ SEC filings on Forms 3, 4 or 5, which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001705873 and https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001609253, respectively. These documents and the other SEC filings described in this paragraph may be obtained free of charge as described above under the heading “Additional Information and Where to Find It.”

FAQ

What did Berry (BRY) disclose about the CRC merger timeline?

Berry expects HSR clearance in November, a stockholder vote on December 15, 2025, and anticipates FERC approval will take the longest, guiding the closing window.

When is the Berry (BRY) shareholder vote on the CRC merger?

The special meeting is scheduled for December 15, 2025.

When could the CRC–Berry merger legally close?

Berry currently expects legal close in January 2026, possibly as early as late December 2025 or later in the first quarter of 2026.

What happens at legal close for Berry employees and businesses?

Ownership of Berry companies will transfer to CRC, and all Berry employees will become part of CRC, while some systems and processes may remain separate for a period.

What are the latest SEC filing milestones for the CRC–Berry deal?

The CRC Form S‑4 became effective on November 3, 2025, and the definitive proxy statement/prospectus was filed on November 4, 2025.

Where can investors access the definitive proxy/prospectus for BRY?

It is available at the SEC’s website (sec.gov), Berry’s site (ir.bry.com), and CRC’s site (crc.com).

Who can I contact for additional questions about the integration?

Questions can be sent to imo@bry.com.