Berry Corp (BRY) insider reports equity payout terms from CRC merger

Rhea-AI Filing Summary

Berry Corp director reports equity conversion and merger payout. A Berry Corp (BRY) director filed details of transactions completed on December 18, 2025, when Berry’s merger with California Resources Corporation (CRC) closed and Berry became a wholly owned CRC subsidiary. The filing shows 22,659 restricted stock units converting into Berry common stock and then the disposition of 127,337 shares of Berry common stock, leaving the director with no remaining Berry shares.

Under the merger terms, each Berry common share at the effective time was converted into the right to receive 0.0718 shares of CRC common stock, with cash paid instead of fractional CRC shares. In addition, each time-vesting restricted stock unit that accelerated at closing was cancelled in exchange for cash equal to the underlying Berry share count multiplied by $47.21 (the volume-weighted average price of CRC over a specified 15‑day period) and then multiplied by the same 0.0718 exchange ratio.

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M&A and insider transactions analyst

Form 4 reflects Berry’s merger closing with CRC and routine insider equity settlement.

This Form 4 describes how a Berry Corp director’s equity was handled when Berry’s merger with California Resources Corporation closed on December 18, 2025. The report shows 22,659 restricted stock units converting into Berry common stock, followed by the disposition of 127,337 Berry shares, resulting in no remaining Berry share ownership for this insider.

The explanatory note states that Merger Sub combined with Berry, leaving Berry as a wholly owned CRC subsidiary. Each Berry common share became the right to receive CRC common stock at a fixed exchange ratio of 0.0718, with cash paid instead of fractional shares. Time-based restricted stock units that accelerated at closing were cancelled for cash based on the number of underlying Berry shares multiplied by $47.21 and then by the 0.0718 exchange ratio, tying the payout to CRC’s VWAP over a defined 15‑day trading window.

The filing is primarily mechanical, documenting how previously agreed merger terms affected one director’s holdings rather than introducing new economic terms. The main implications for investors come from the already-established merger structure, while this report confirms execution of those terms for a specific insider as of the effective time of the transaction.

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

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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^*

Shourie Rajath

(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		22,659	A	(1)(3)	127,337	D
Common Stock	12/18/2025		D		127,337	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			22,659	(3)	(3)	Common Stock	22,659	(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 Rajath Shourie	12/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Berry Corp (BRY) report on December 18, 2025?

A Berry Corp director reported the conversion of 22,659 restricted stock units into Berry common stock and the disposition of 127,337 Berry common shares, reducing holdings to zero as part of the merger closing with California Resources Corporation.

How were Berry Corp (BRY) shares converted in the merger with California Resources Corporation?

Each share of Berry common stock at the merger’s effective time was converted into the right to receive 0.0718 shares of CRC common stock, with cash paid instead of issuing any fractional CRC shares.

What happened to Berry Corp (BRY) restricted stock units in the CRC merger?

Each time-based restricted stock unit that accelerated at closing was cancelled in exchange for cash equal to the number of Berry shares subject to the RSU multiplied by $47.21 and then multiplied by the 0.0718 exchange ratio tied to CRC common stock.

What is the significance of the $47.21 value mentioned for Berry Corp (BRY) RSUs?

The $47.21 figure is the volume-weighted average price per share of CRC common stock for 15 consecutive trading days ending two full trading days before the merger’s effective time, and it is used to calculate cash paid for accelerated Berry restricted stock units.

What structural change occurred to Berry Corp (BRY) in this transaction?

Upon closing the merger described in the filing, Berry Corporation survived the merger as a wholly owned subsidiary of California Resources Corporation, with former Berry shareholders receiving CRC common stock and cash for fractions under the agreed exchange terms.