Berry Corp (BRY) director logs equity conversion and cash RSU payout

Rhea-AI Filing Summary

Berry Corp director reports final share conversion and RSU payout tied to merger with California Resources Corporation. On December 18, 2025, the merger under the Agreement and Plan of Merger dated September 14, 2025 was completed, with Dornoch Merger Sub, LLC merging into Berry Corporation and Berry surviving as a wholly owned subsidiary of California Resources Corporation (CRC).

Each share of Berry common stock beneficially owned by the reporting person at the effective time was converted into the right to receive 0.0718 shares of CRC common stock, with cash paid instead of fractional shares. In addition, each accelerated restricted stock unit that was not subject to performance-based vesting was cancelled and exchanged for cash equal to the number of underlying Berry shares multiplied by $47.21, the volume-weighted average price of CRC common stock specified in the merger agreement, and then multiplied by the same 0.0718 exchange ratio.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HORNBAKER RENEE J

(Last) (First) (Middle)

16000 N. DALLAS PKWY., SUITE 500

(Street)

DALLAS TX 75248

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Berry Corp (bry) [ BRY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
2025 Restricted Stock Units	12/18/2025		M		33,233	A	(1)(3)	122,205	D
Common Stock	12/18/2025		D		122,205	D	(1)(2)(3)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2025 Restricted Stock Units	(3)	12/18/2025		M			33,233	(3)	(3)	Common Stock	33,233	(3)	0	D

Explanation of Responses:

1. On December 18, 2025, the transactions contemplated by the Agreement and Plan of Merger, dated September 14, 2025 (the "Merger Agreement"), by and among Berry Corporation (bry) (the "Issuer"), California Resources Corporation ("CRC"), and Dornoch Merger Sub, LLC ("Merger Sub") were consummated. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of CRC (the "Merger").

2. Pursuant to the Merger Agreement, each share of the Issuer's common stock, par value $0.001 per share ("Berry Common Stock"), beneficially owned by the Reporting Person at the effective time of the Merger (the "Effective Time") was converted into the right to receive 0.0718 (the "Exchange Ratio") shares of common stock, par value $0.01 per share, of CRC ("CRC Common Stock"), with cash paid in lieu of the issuance of fractional shares (the "Merger Consideration").

3. Pursuant to the Merger Agreement, each outstanding restricted stock unit not subject to performance-based vesting conditions ("RSU") that accelerated at the Effective Time in accordance with its terms ("Single Trigger RSU") was cancelled in exchange for an amount in cash equal to the number of shares of Berry Common Stock subject to such Single Trigger RSU multiplied by the product of (a) $47.21 (the VWAP per share of CRC Common Stock for the 15 consecutive trading days ending on and including the second full trading day prior to the Effective Time in accordance with the Merger Agreement) and (b) the Exchange Ratio.

	/s/ Danielle Hunter as attorney-in-fact for Renee J. Hornbaker	12/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What merger transaction is reflected in this Berry Corp (BRY) Form 4 filing?

The filing reflects the completion on December 18, 2025 of the merger under the Agreement and Plan of Merger dated September 14, 2025, in which Dornoch Merger Sub, LLC merged with and into Berry Corporation, and Berry became a wholly owned subsidiary of California Resources Corporation (CRC).

How were Berry Corp (BRY) common shares converted in the CRC merger?

At the effective time of the merger, each share of Berry common stock beneficially owned by the reporting person was converted into the right to receive 0.0718 shares of CRC common stock, with cash paid in lieu of any fractional CRC shares.

What happened to the reporting persons Berry Corp restricted stock units in the merger?

Each outstanding Berry restricted stock unit not subject to performance-based vesting that accelerated at the effective time was cancelled and exchanged for cash. The cash amount equaled the number of Berry shares underlying the RSU multiplied by $47.21 (the CRC VWAP defined in the merger agreement) and then multiplied by the 0.0718 exchange ratio.

What is the significance of the $47.21 price mentioned in the Berry Corp (BRY) Form 4?

The $47.21 figure is the volume-weighted average price per share of CRC common stock for the 15 consecutive trading days ending on and including the second full trading day before the effective time, as defined in the merger agreement, and is used to calculate the cash paid for cancelled Berry restricted stock units.

What role does the reporting person have at Berry Corp (BRY)?

The reporting person is identified as a Director of Berry Corporation, as indicated in the relationship section of the filing.

Was this Berry Corp (BRY) insider transaction filed for one or multiple reporting persons?

The document states that the Form 4 was filed by one reporting person, as indicated in the individual or joint/group filing section.