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Berry Corp (BRY) director details 27,911-share disposition after CRC merger

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

Rhea-AI Filing Summary

Berry Corp director reports stock and RSU changes tied to merger

A Berry Corp (BRY) director reported transactions on December 18, 2025, the date Berry’s merger with California Resources Corporation (CRC) was completed. The filing shows 22,659 Berry restricted stock units were converted into common stock and then the resulting 27,911 Berry common shares were disposed, leaving the director with 0 shares of Berry stock.

Under the merger terms, each Berry share was converted into the right to receive 0.0718 CRC shares, with cash paid instead of fractional CRC shares. Single-trigger restricted stock units that vested at the merger were cancelled in exchange for cash equal to the number of units times $47.21 (the CRC volume-weighted average price) and the 0.0718 exchange ratio.

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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*
Bob Matthew Regis

(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) 27,911 D
Common Stock 12/18/2025 D 27,911 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 Matthew Regis Bob 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 Berry Corp (BRY) report on December 18, 2025?

The report shows a Berry Corp director converted 22,659 restricted stock units into common stock and then disposed of 27,911 Berry common shares, resulting in no remaining Berry shares held.

How did the California Resources Corporation merger affect Berry Corp (BRY) shares?

At the merger’s effective time, each share of Berry common stock was converted into the right to receive 0.0718 shares of CRC common stock, with cash paid for any fractional CRC shares.

What happened to the Berry Corp (BRY) restricted stock units in this filing?

Each outstanding Berry restricted stock unit that accelerated at the effective time was cancelled in exchange for cash equal to the number of units multiplied by $47.21 and the 0.0718 exchange ratio.

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

The $47.21 figure is the volume-weighted average price of CRC common stock over 15 consecutive trading days used under the merger agreement to determine the cash value of cancelled Berry restricted stock units.

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

The reporting person is identified as a director of Berry Corp and filed the report as a single reporting person, not as part of a group.

Did the Berry Corp (BRY) director retain any Berry shares after these transactions?

No. After the reported conversion and disposition, the filing lists 0 shares of Berry common stock beneficially owned by the director.

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