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Berry Corp (BRY) VP & GC reports 137,987-share RSU conversion in CRC deal

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Berry Corporation’s vice president, general counsel, corporate secretary and chief compliance officer, Jenarae N. Garland, reported a merger-related change in her equity holdings. On December 18, 2025, a total of 137,987 shares of Berry common stock, previously reported as restricted stock units, were shown as disposed of, leaving her with 0 shares of Berry common stock directly owned.

This occurred when Berry completed a merger under a September 14, 2025 Merger Agreement among Berry Corporation (BRY), California Resources Corporation (CRC) and Dornoch Merger Sub, LLC. Merger Sub merged into Berry, and Berry became a wholly owned subsidiary of CRC. Each outstanding non‑performance Double Trigger RSU that did not accelerate at the merger’s effective time was canceled and replaced with a CRC restricted stock unit, based on an exchange factor of 0.0718 CRC common shares for each Berry common share underlying the RSU, with the same vesting terms as before.

Positive

  • None.

Negative

  • None.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Garland Jenarae N

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, GC, Corp Sec & CCO
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
Common Stock 12/18/2025 D 137,987(1) D (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
Explanation of Responses:
1. Consists of Double Trigger RSUs (as defined below) that the Reporting Person previously reported in Table I.
2. 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").
3. Pursuant to the Merger Agreement, each outstanding restricted stock unit not subject to performance-based vesting conditions that was not accelerated at the effective time of the Merger (the "Effective Time") in accordance with its terms ("Double Trigger RSU") was canceled in exchange for a restricted stock unit of CRC denominated in a number of shares of common stock, par value $0.01 per share, of CRC equal to the product of (x) the number of shares of the Issuer's common stock, par value $0.001 per share, subject to such Double Trigger RSU multiplied by (y) 0.0718 and remains subject to the same terms and conditions (including vesting terms) as were applicable prior to the Effective Time.
/s/ Danielle Hunter as attorney-in-fact for Jenarae N. Garland 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Jenarae N. Garland report for Berry Corp (BRY)?

Jenarae N. Garland reported the disposition of 137,987 shares of Berry common stock on December 18, 2025, which reduced her directly owned Berry common stock holdings to 0 shares. These shares were tied to previously reported restricted stock units.

What is Jenarae N. Garland’s role at Berry Corp (BRY)?

Jenarae N. Garland is an officer of Berry Corporation, serving as Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer, as indicated in the filing.

What merger involving Berry Corp (BRY) is referenced in this Form 4?

The filing references an Agreement and Plan of Merger dated September 14, 2025 among Berry Corporation (BRY), California Resources Corporation (CRC), and Dornoch Merger Sub, LLC. On December 18, 2025, Merger Sub merged with and into Berry, and Berry survived as a wholly owned subsidiary of CRC.

How were Berry Corp (BRY) Double Trigger RSUs treated in the merger with CRC?

Each outstanding Berry restricted stock unit that was not subject to performance conditions and did not accelerate at the effective time of the merger (a Double Trigger RSU) was canceled and exchanged for a CRC restricted stock unit. The new CRC RSU represents a number of CRC common shares equal to the Berry shares underlying the RSU multiplied by 0.0718, and it keeps the same terms and vesting conditions as before the merger.

What does the 0.0718 exchange factor mean for Berry Corp (BRY) RSUs?

The factor of 0.0718 means that for each share of Berry common stock underlying a Double Trigger RSU, the holder received a CRC restricted stock unit denominated in a number of CRC common shares equal to the Berry share amount multiplied by 0.0718, as described in the Merger Agreement.

Does the filing indicate that Berry Corp (BRY) is now owned by California Resources Corporation?

Yes. The filing states that, upon consummation of the merger on December 18, 2025, Merger Sub merged with and into Berry and Berry survived as a wholly owned subsidiary of California Resources Corporation (CRC).

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