Form 4: Berry CFO's RSUs Convert to CRC Shares Post-Merger

Sentiment:

Officer Equity Transaction Report


Berry Corporation's CFO, Jeffrey D. Magids, converted his restricted stock units into California Resources Corporation shares following the consummation of their merger.

Summary

  • The merger between Berry Corporation (bry), California Resources Corporation (CRC), and Dornoch Merger Sub, LLC was completed on December 18, 2025.
  • Berry Corporation (bry) is now a wholly owned subsidiary of California Resources Corporation.
  • Jeffrey D. Magids, VP and Chief Financial Officer of Berry Corporation, reported the conversion of his restricted stock units (RSUs).
  • Each outstanding Berry RSU not subject to performance-based vesting and not accelerated at the effective time of the Merger was canceled.
  • These were exchanged for restricted stock units of California Resources Corporation, denominated in CRC common stock.
  • The conversion ratio for each Berry RSU was 0.0718 shares of CRC common stock.
  • The new CRC RSUs retain the same terms and conditions, including vesting terms, as were applicable prior to the Merger's effective time.
  • Following the transaction, Jeffrey D. Magids beneficially owns 28,324 CRC restricted stock units.

Sentiment

Score: 7

Explanation: The filing reports the expected completion of a merger and the standard conversion of executive equity awards, indicating a smooth execution of a strategic corporate action. It's a neutral-to-positive event as it signifies the successful closing of a major transaction.

Positives

  • The successful consummation of the merger between Berry Corporation and California Resources Corporation indicates a completed strategic transaction.
  • The conversion of Berry RSUs to CRC RSUs ensures continuity of equity incentives for management post-merger, aligning their interests with the new parent company.

Future Outlook

The converted restricted stock units of California Resources Corporation remain subject to their original vesting terms and conditions, indicating future equity incentives for the reporting person are tied to CRC's performance and continued employment.

Industry Context

This transaction reflects the ongoing consolidation within the energy sector, specifically in oil and gas, where companies merge to achieve scale, operational efficiencies, or strategic market positioning. The conversion of equity awards is a standard procedure in such corporate integrations to align management incentives with the new parent company.

Stakeholder Impact

  • Shareholders (Berry Corp): Their shares would have been exchanged as per the merger agreement, leading to Berry Corp no longer being a publicly traded entity.
  • Employees (Berry Corp): Equity compensation for executives like the CFO is converted, aligning their incentives with the new parent company, CRC.

Next Steps

  • The converted CRC restricted stock units will continue to vest according to their original terms and conditions.

Key Dates

DateDescription
2025-09-14Date of the Agreement and Plan of Merger between Berry Corporation, California Resources Corporation, and Dornoch Merger Sub, LLC.
2025-12-18Date of earliest transaction and consummation of the Merger, where Berry Corporation became a wholly owned subsidiary of California Resources Corporation. Also the date of RSU conversion.

Recommendation

hold

This Form 4 filing reports a routine post-merger equity conversion for an executive. It confirms the successful completion of the Berry Corp acquisition by California Resources Corporation. As Berry Corp is now a wholly-owned subsidiary, its shares are no longer publicly traded. For investors holding CRC, this filing is neutral, confirming the integration process. For former Berry shareholders, the transaction is complete. Therefore, a 'hold' recommendation for CRC is appropriate as this filing does not introduce new information to alter an investment thesis, but rather confirms an expected event.

Keywords

Berry Corporation, California Resources Corporation, Merger, Form 4, Restricted Stock Units, Equity Compensation, Officer Transaction, BRY, CRC

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