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[Form 4] Berry Corp (bry) Insider Trading Activity

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

Rhea-AI Filing Summary

Berry Corporation director reports equity conversion in CRC merger. A Form 4 for director Anne L. Mariucci shows the completion of the merger in which Dornoch Merger Sub, LLC combined with Berry Corporation, leaving Berry as a wholly owned subsidiary of California Resources Corporation (CRC).

At the effective time of the merger, each share of Berry common stock was converted into the right to receive 0.0718 shares of CRC common stock, with cash paid instead of any fractional shares. In connection with this, 22,659 2025 restricted stock units were settled into common stock and 158,661 Berry common shares were disposed of in the transaction, leaving the reporting person with no Berry shares beneficially owned.

The filing also explains that each time-vesting restricted stock unit that accelerated at closing was cancelled in exchange for cash equal to the number of Berry shares underlying the award multiplied by the product of $47.21

Positive

  • None.

Negative

  • None.

Insights

Director equity is converted or cashed out as Berry becomes a CRC subsidiary.

The disclosure shows how director Anne L. Mariucci’s Berry equity was treated when Berry Corporation became a wholly owned subsidiary of California Resources Corporation. The merger agreement converts each Berry common share into 0.0718 shares of CRC common stock, a fixed stock-for-stock exchange ratio that also governs the treatment of equity awards.

For compensation, 22,659 time-based restricted stock units accelerated and were effectively turned into Berry common shares, which were then converted or canceled as part of the merger mechanics. The filing states that each such RSU was cancelled in exchange for cash equal to the number of Berry shares subject to the award multiplied by the product of $47.21, the CRC volume-weighted average price defined in the agreement, and the 0.0718 exchange ratio.

After the reported transactions, the Form 4 lists 0 Berry shares beneficially owned, reflecting that the director’s legacy Berry position has been fully converted into CRC stock rights and cash according to the merger terms. Subsequent company disclosures would be the place to find how these director holdings appear on the CRC side.

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*
MARIUCCI ANNE L

(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) 158,661 D
Common Stock 12/18/2025 D 158,661 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 Anne L. Mariucci 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.
Berry Corporation

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