Form 4: Berry Corp Director Exits Shares Post-Merger
Insider Transaction Report
Anne L. Mariucci, a director of Berry Corp, disposed of all her common stock and had restricted stock units cancelled for cash following the company's merger with California Resources Corporation.
Summary
- Berry Corporation (BRY) merged with California Resources Corporation (CRC) on December 18, 2025, resulting in Berry Corp becoming a wholly-owned subsidiary of CRC.
- Anne L. Mariucci, a director of Berry Corp, disposed of 158,661 shares of Berry Common Stock.
- Each share of Berry Common Stock was converted into the right to receive 0.0718 shares of CRC Common Stock, with cash paid for fractional shares.
- 22,659 outstanding restricted stock units (RSUs) not subject to performance-based vesting were cancelled for cash.
- The cash amount for the cancelled RSUs was calculated based on the number of RSU shares multiplied by the product of CRC's 15-day Volume-Weighted Average Price (VWAP) of $47.21 and the Exchange Ratio of 0.0718.
- Following these transactions, Anne L. Mariucci beneficially owns 0 shares of Berry Common Stock and 0 derivative securities (RSUs) of Berry Corporation.
Sentiment
Score: 5
Explanation: Neutral, as this is a factual report of a completed merger transaction and insider share disposition, not a performance update or forward-looking statement.
Positives
- Reporting person received merger consideration for her Berry Common Stock and cash for her Restricted Stock Units.
Negatives
- Reporting person no longer holds any beneficial ownership in Berry Corporation's common stock or derivative securities.
Future Outlook
The filing indicates the completion of the merger, resulting in Berry Corporation becoming a wholly-owned subsidiary of California Resources Corporation. This implies Berry Corp's independent public trading has ceased, and its future operations will be integrated under CRC.
Industry Context
The merger of Berry Corporation into California Resources Corporation represents a consolidation within the energy sector, specifically in oil and gas exploration and production. Such mergers often aim to achieve economies of scale, expand operational footprint, or enhance market position. This transaction integrates Berry's assets and operations into CRC's portfolio, potentially strengthening CRC's overall market presence and operational efficiency.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director of Berry Corp | Anne L. Mariucci | N/A | 12/18/2025 | Cessation of independent public entity status due to merger; director's role at Berry Corp likely terminated or transitioned. |
Stakeholder Impact
- Shareholders of Berry Corp: Received cash and/or CRC Common Stock in exchange for their Berry shares.
- Employees of Berry Corp: Operations integrated into California Resources Corporation, potentially leading to changes in management structure or roles.
- Berry Corp as an entity: Ceased to be an independent publicly traded company, now a wholly-owned subsidiary of CRC.
Next Steps
- Berry Corporation will operate as a wholly-owned subsidiary of California Resources Corporation.
Key Dates
| Date | Description |
|---|---|
| 09/14/2025 | Date of Agreement and Plan of Merger between Berry Corporation, California Resources Corporation, and Dornoch Merger Sub, LLC. |
| 12/18/2025 | Date of earliest transaction; consummation of the merger where Berry Corporation became a wholly-owned subsidiary of California Resources Corporation. |
Keywords
Berry Corp, BRY, California Resources Corporation, CRC, Merger, Acquisition, Form 4, Insider Transaction, Beneficial Ownership, Restricted Stock Units, Equity Transaction
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