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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Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | 2025 Restricted Stock Units | 22,659 | $0.00 | -- |
| Exercise | 2025 Restricted Stock Units | 22,659 | $0.00 | -- |
| Disposition | Common Stock | 127,337 | $0.00 | -- |
Footnotes (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"). 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"). 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.
