Berry Corporation (BRY) ends resale registration after California Resources merger

Rhea-AI Filing Summary

Berry Corporation is deregistering all remaining unsold shares under a prior resale registration statement. That registration had covered the resale by certain stockholders of up to 46,833,346 shares of Berry’s common stock. Effective December 18, 2025, a merger was completed in which a subsidiary of California Resources Corporation merged with and into Berry, leaving Berry as a direct, wholly owned subsidiary of California Resources. Because of this merger, Berry has terminated all offerings under the resale registration and, through this post-effective amendment, is formally removing from registration all unsold shares and terminating the effectiveness of the registration statement.

As filed with the Securities and Exchange Commission on December 18, 2025.

Registration No. 333-228740

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 3 TO

FORM S-3

REGISTRATION STATEMENT NO. 333-228740

UNDER

THE SECURITIES ACT OF 1933

Berry Corporation (bry)

(Exact name of registrant as specified in its charter)

Delaware		81-5410470
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

16000 N. Dallas Parkway, Suite 500

Dallas, Texas 75248

(661) 616-3900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael L. Preston

Executive Vice President, Chief Strategy Officer and General Counsel

Berry Corporation (bry)

16000 N. Dallas Parkway, Suite 500

Dallas, Texas 75248

(661) 616-3900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Sarah K. Morgan

Vinson & Elkins L.L.P.

845 Texas Avenue

Suite 4700

Houston, Texas 77002

(713) 758-2222

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This post-effective amendment (the “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (No. 333-228740) (the “Registration Statement”) filed by Berry Corporation (bry), a Delaware corporation (the “Registrant”), with the U.S. Securities and Exchange Commission on August 9, 2019, relating to the resale by the selling stockholders named therein of up to 46,833,346 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”).

Effective December 18, 2025, pursuant to and in accordance with the Agreement and Plan of Merger by and among the Registrant, California Resources Corporation, a Delaware corporation (“Parent”), and Dornoch Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a direct, wholly-owned subsidiary of Parent.

As a result of the Merger, the Registrant has terminated all offerings of shares of Common Stock pursuant to the Registration Statement. In accordance with the undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration, by means of this Post-Effective Amendment, all shares of Common Stock registered but unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such shares of Common Stock and the Registrant hereby terminates the effectiveness of the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Long Beach, State of California, on December 18, 2025.

Berry Corporation (bry)
(Registrant)
By:		/s/ Michael L. Preston
		Name: Michael L. Preston
		Title: Executive Vice President, Chief Strategy Officer and General Counsel

Note: No other person is required to sign this Post-Effective Amendment to the Registration Statement on Form S-3 in reliance on Rule 478 under the Securities Act of 1933, as amended.

FAQ

What action is Berry Corporation (BRY) taking in this post-effective amendment?

Berry Corporation is filing a post-effective amendment to its Form S-3 registration statement to remove from registration all shares of common stock that were previously registered for resale but remain unsold. This amendment also terminates the effectiveness of that registration statement.

How many Berry Corporation shares were originally covered by the resale registration?

The registration statement had related to the resale by named selling stockholders of up to 46,833,346 shares of Berry Corporation’s common stock, each share having a par value of $0.001.

Why is Berry Corporation deregistering these unsold shares?

Berry is deregistering the unsold shares because, as a result of a merger completed on December 18, 2025, it has terminated all offerings of common stock under the registration statement and is now a direct, wholly owned subsidiary of California Resources Corporation.

What merger affected Berry Corporation’s registration statement?

Under an Agreement and Plan of Merger, Dornoch Merger Sub, LLC, a direct, wholly owned subsidiary of California Resources Corporation, merged with and into Berry Corporation, with Berry surviving as a direct, wholly owned subsidiary of California Resources.

Does this amendment register new securities for Berry Corporation (BRY)?

No. This post-effective amendment does not register new securities. Instead, it removes from registration all shares of common stock that were previously registered for resale and remain unsold and terminates the effectiveness of the existing registration statement.

Who signed the post-effective amendment for Berry Corporation?

The amendment was signed on behalf of Berry Corporation by Michael L. Preston, who serves as Executive Vice President, Chief Strategy Officer and General Counsel.