Berry Corp (BRY) insider reports RSU conversion after CRC merger

Rhea-AI Filing Summary

Berry Corp's vice president and chief financial officer filed a Form 4 to report equity changes tied to the completion of the company’s merger with California Resources Corporation (CRC). On December 18, 2025, Dornoch Merger Sub, LLC merged with and into Berry Corp, with Berry surviving as a wholly owned subsidiary of CRC.

As part of this transaction, 28,324 Berry restricted stock units not subject to performance conditions and not otherwise accelerated at the merger’s effective time were canceled and replaced with CRC restricted stock units. The new CRC awards are based on an exchange ratio of 0.0718 CRC common shares for each Berry share underlying the original awards and continue under the same vesting and other terms that applied before the merger.

Insights

Equity compensation and M&A analyst

Merger completion converts Berry executive RSUs into CRC RSUs on set terms.

The filing shows that the merger between Berry Corp and California Resources Corporation closed on December 18, 2025, with Berry becoming a wholly owned CRC subsidiary. For the reporting officer, 28,324 Berry restricted stock units that were not performance-based and not accelerated at closing were canceled and exchanged into CRC restricted stock units.

The exchange uses a fixed ratio of 0.0718% CRC common stock per Berry share underlying each affected RSU, and the new CRC awards keep the same vesting schedule and other terms that applied before the effective time. This preserves the economic structure and incentives for the executive through equivalent CRC equity rather than cash, aligning compensation with the combined company’s stock.

The disclosure is focused on this individual’s award conversion mechanics rather than broader merger consideration details. Future company filings from CRC or Berry’s successor entities would typically provide a more comprehensive view of post-merger capital structure and integration progress.

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^*

Magids Jeffrey D

(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, Chief Financial Officer

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

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(1)	(2)	12/18/2025		D			28,324	(2)	(2)	Common Stock	28,324	(2)	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 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 Jeffrey D. Magids	12/18/2025
	** Signature of Reporting Person	Date
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