Form 4: Berry Corp Director's Holdings Shift Post-Merger

A Berry Corp director reported changes in beneficial ownership following the company's merger with California Resources Corporation on December 18, 2025.

Summary

• The merger of Berry Corporation (bry) with California Resources Corporation (CRC) was consummated on December 18, 2025, resulting in Berry Corporation becoming a wholly-owned subsidiary of CRC.
• Renee J. Hornbaker, a director of Berry Corp, reported changes in her beneficial ownership due to the merger.
• Her 122,205 shares of Berry Common Stock were converted into the right to receive 0.0718 shares of CRC Common Stock for each Berry share, with cash paid for fractional shares.
• Her 33,233 Restricted Stock Units (RSUs) that accelerated at the Effective Time were cancelled in exchange for cash.
• The cash amount for the RSUs was calculated by multiplying the number of RSU shares by the product of $47.21 (the VWAP per share of CRC Common Stock) and the 0.0718 Exchange Ratio.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a significant corporate merger, which is generally a positive event for the acquiring company and provides liquidity for the acquired company's shareholders. However, it is a factual report of a transaction rather than a performance update.

Positives

• The successful consummation of the merger indicates the completion of a significant strategic transaction for Berry Corporation and California Resources Corporation.
• The reporting person received consideration (CRC Common Stock and cash) for her Berry Common Stock and Restricted Stock Units, providing liquidity for her holdings.

Negatives

• Berry Common Stock is no longer publicly traded, as Berry Corporation became a wholly-owned subsidiary of California Resources Corporation, meaning former Berry shareholders no longer hold direct equity in Berry.

Future Outlook

This filing reports a completed transaction and does not provide forward-looking statements or guidance for the combined entity.

Industry Context

The merger of Berry Corporation into California Resources Corporation represents a consolidation within the oil and gas industry, particularly in the California region. Such transactions are often driven by objectives like achieving economies of scale, consolidating resource bases, and enhancing market position for the acquiring entity.

Comparison to Industry Standards

• Mergers and acquisitions are a common strategic tool in the oil and gas sector, frequently used to optimize portfolios and achieve operational synergies.
• The use of an exchange ratio for common stock conversion and cash settlement for accelerated restricted stock units are standard mechanisms in corporate mergers to provide fair value to the acquired company's equity holders.

Management Changes

Stakeholder Impact

• Shareholders of Berry Corporation: Their shares were converted into California Resources Corporation Common Stock or cash, effectively transitioning their investment.
• Management of Berry Corporation: Equity holdings (RSUs) were cashed out, and their roles in the independent public company ceased as Berry Corporation became a subsidiary.

Next Steps

• Berry Corporation will operate as a wholly-owned subsidiary of California Resources Corporation.
• Former Berry Corporation shareholders now hold California Resources Corporation Common Stock or cash, depending on their original holdings and fractional share entitlements.

Key Dates

Keywords

Berry Corporation, California Resources Corporation, Merger, Form 4, Beneficial Ownership, Restricted Stock Units, Common Stock, Director, Corporate Action, Oil and Gas