[Form 4] Berry Corp (bry) Insider Trading Activity
Rhea-AI Filing Summary
Berry Corp reports insider equity changes tied to its merger with California Resources Corporation (CRC). Vice President and Chief Accounting Officer Michael S. Helm, a company officer, filed this Form 4 as an individual reporting person.
On December 18, 2025, the merger under the Agreement and Plan of Merger dated September 14, 2025 was completed, with Dornoch Merger Sub merging into Berry and Berry surviving as a wholly owned subsidiary of CRC. Each share of Berry common stock held by the reporting person at the effective time was converted into the right to receive 0.0718 shares of CRC common stock, with cash paid instead of any fractional shares.
Certain Berry restricted stock units that accelerated at the merger time were cancelled for a cash payment based on the number of underlying Berry shares multiplied by $47.21 (the CRC volume-weighted average price defined in the merger agreement) and the 0.0718 exchange ratio. Other restricted stock units were converted into CRC restricted stock units, preserving the original vesting and other terms.
Positive
- None.
Negative
- None.
Insights
Officer equity awards were cashed out or rolled into CRC at Berry’s merger closing.
This filing shows how Berry Corp officer Michael S. Helm’s equity was treated when Berry became a wholly owned subsidiary of California Resources Corporation. At the December 18, 2025 closing, each Berry common share was converted into 0.0718 CRC common shares, establishing the equity exchange mechanics for existing holders.
Single-trigger restricted stock units that vested at closing were cancelled for cash. The cash amount per award is based on the number of Berry shares covered, multiplied by $47.21 (the CRC volume-weighted average price defined in the merger agreement) and the 0.0718 exchange ratio. This effectively realizes value immediately for those vested RSUs.
Double-trigger RSUs did not pay out at closing; instead, they were converted into CRC RSUs using the same 0.0718 exchange ratio and keep the prior vesting terms. The economic effect and timing for these awards will now depend on continued service and future vesting milestones under CRC rather than Berry.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | 2023 Restricted Stock Units | 6,726 | $0.00 | -- |
| Disposition | 2024 Restricted Stock Units | 21,662 | $0.00 | -- |
| Disposition | 2025 Restricted Stock Units | 28,324 | $0.00 | -- |
| Exercise | 2023 Restricted Stock Units | 6,726 | $0.00 | -- |
| Disposition | Common Stock | 147,795 | $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. 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.
