Berry Corp (BRY) CEO equity converted and RSUs cashed in CRC deal

Rhea-AI Filing Summary

Berry Corporation reported insider equity transactions tied to its merger with California Resources Corporation (CRC). On December 18, 2025, the merger under the previously signed Agreement and Plan of Merger was completed, with Dornoch Merger Sub, LLC merging into Berry, which now operates as a wholly owned subsidiary of CRC.

Each share of Berry common stock owned by the reporting person 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 fractional shares. Certain Berry restricted stock units that accelerated at closing were cancelled for cash based on the number of underlying Berry shares multiplied by $47.21 and the 0.0718 exchange ratio, while other restricted stock units were converted into CRC restricted stock units that keep their original vesting terms.

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^*

Araujo Fernando

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive 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
2023 Restricted Stock Units	12/18/2025		M		29,899	A	(1)(3)	352,960	D
Common Stock	12/18/2025		D		352,960	D	(1)(2)(3)(4)	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
2023 Restricted Stock Units	(3)	12/18/2025		M			29,899	(3)	(3)	Common Stock	29,899	(3)	0	D
2024 Restricted Stock Units	(4)	12/18/2025		D			82,166	(4)	(4)	Common Stock	82,166	(4)	0	D
2025 Restricted Stock Units	(4)	12/18/2025		D			166,163	(4)	(4)	Common Stock	166,163	(4)	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 .

4. Pursuant to the Merger Agreement, each outstanding RSU that is not a Single Trigger RSU ("Double Trigger RSU") was canceled in exchange for a restricted stock unit of CRC denominated in a number of shares of CRC Common Stock equal to the product of (x) the number of shares of Berry Common Stock subject to such Double Trigger RSU multiplied by (y) the Exchange Ratio 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 Fernando Araujo	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 in this Form 4?

The filing reports equity transactions for a Berry Corp director and Chief Executive Officer in connection with the closing of the merger with California Resources Corporation (CRC) on December 18, 2025. Common stock and restricted stock units were converted or cashed out according to the merger terms.

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

At the effective time of the merger, each share of Berry common stock owned by the reporting person was converted into the right to receive 0.0718 shares of CRC common stock, with cash paid in lieu of any fractional CRC shares as part of the merger consideration.

How were Berry Corp (BRY) restricted stock units treated in the merger?

Outstanding Berry restricted stock units were split into two categories. Single Trigger RSUs that accelerated at closing were cancelled for cash, while Double Trigger RSUs were cancelled and replaced with CRC restricted stock units that remain subject to the same vesting and other terms as before the effective time.

How was the cash payment for Single Trigger RSUs of Berry Corp (BRY) calculated?

Each Single Trigger RSU was cancelled in exchange for cash equal to the number of Berry shares subject to that RSU multiplied by the product of $47.21 and the 0.0718 exchange ratio. The $47.21 figure reflects the volume-weighted average price per share of CRC common stock over 15 trading days defined in the merger agreement.

What are Double Trigger RSUs in the Berry Corp (BRY) merger context?

Double Trigger RSUs are Berry restricted stock units that did not accelerate solely at the merger’s effective time. They were cancelled and replaced with CRC restricted stock units representing a number of CRC shares equal to the Berry units multiplied by the 0.0718 exchange ratio, and they keep the same vesting and other conditions.

Did Berry Corp (BRY) become a subsidiary after the CRC merger?

Yes. Upon closing, Dornoch Merger Sub, LLC merged with and into Berry Corporation, and Berry survived as a wholly owned subsidiary of California Resources Corporation as described in the Agreement and Plan of Merger.