Form 4: Berry Corp Director Reports Post-Merger Stock Changes

Berry Corp Director James M. Trimble reported stock and RSU changes after the merger with California Resources Corporation.

Summary

• James M. Trimble, a Director of Berry Corp (BRY), reported changes in beneficial ownership following the merger with California Resources Corporation (CRC).
• On December 18, 2025, Berry Corporation merged with and into Dornoch Merger Sub, LLC, becoming a wholly-owned subsidiary of CRC.
• Each share of Berry Common Stock held by the Reporting Person was converted into the right to receive 0.0718 shares of CRC Common Stock, with cash paid for fractional shares.
• The Reporting Person disposed of 43,667 shares of Berry Common Stock as a result of this conversion.
• All outstanding restricted stock units (RSUs) that accelerated at the merger's effective time were cancelled.
• These RSUs were exchanged for a cash amount equal to the number of RSU shares multiplied by the product of $47.21 (VWAP of CRC Common Stock) and the 0.0718 Exchange Ratio.
• The Reporting Person's beneficial ownership of both Berry Common Stock and Berry Restricted Stock Units became 0 following these transactions.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, which typically signifies the achievement of a strategic objective for the involved entities and provides liquidity or new equity for shareholders as per the agreed terms.

Positives

• The successful completion of the merger between Berry Corporation and California Resources Corporation.
• Shareholders of Berry Corporation received consideration (CRC Common Stock and/or cash) for their shares.
• Restricted Stock Units held by the director were settled for cash as per the merger agreement.

Negatives

• Berry Corporation ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary of California Resources Corporation.
• The Reporting Person no longer holds direct beneficial ownership in Berry Common Stock or Restricted Stock Units.

Future Outlook

This Form 4 filing reports a completed transaction and does not contain forward-looking statements or guidance regarding future operations or financial performance.

Management Comments

• On December 18, 2025, the transactions contemplated by the Agreement and Plan of Merger, dated September 14, 2025, by and among Berry Corporation, California Resources Corporation, and Dornoch Merger Sub, LLC were consummated. Pursuant to the Merger Agreement, Merger Sub merged with and into Berry Corporation, with Berry Corporation surviving as a wholly owned subsidiary of CRC.
• Pursuant to the Merger Agreement, each share of Berry Common Stock beneficially owned by the Reporting Person at the effective time of the Merger was converted into the right to receive 0.0718 shares of common stock of CRC, with cash paid in lieu of the issuance of fractional shares.
• Pursuant to the Merger Agreement, each outstanding restricted stock unit not subject to performance-based vesting conditions that accelerated at the Effective Time was cancelled in exchange for an amount in cash equal to the number of shares of Berry Common Stock subject to such RSU multiplied by the product of $47.21 (the VWAP per share of CRC Common Stock) and the 0.0718 Exchange Ratio.

Industry Context

The merger of Berry Corporation into California Resources Corporation represents a consolidation within the oil and gas exploration and production sector, potentially driven by market conditions, operational synergies, or strategic growth objectives. Such transactions are common in mature industries seeking efficiency and scale.

Stakeholder Impact

• Shareholders of Berry Corporation: Received consideration in the form of CRC Common Stock and/or cash for their Berry shares, effectively becoming shareholders of CRC or receiving cash proceeds.
• Employees of Berry Corporation: Berry Corporation is now a wholly-owned subsidiary of CRC, implying integration into CRC's operational structure.
• James M. Trimble (Reporting Person): His direct beneficial ownership in Berry Corporation has been fully liquidated, converting his equity into CRC shares and/or cash.

Next Steps

• The reporting person's holdings in Berry Corporation have been fully converted/liquidated as per the merger terms.
• Berry Corporation now operates as a wholly-owned subsidiary of California Resources Corporation.

Key Dates

Keywords

Berry Corp, California Resources Corporation, Merger, Acquisition, Form 4, Insider Transaction, Restricted Stock Units, Common Stock, BRY, CRC, Stock Exchange, Corporate Governance