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

Sentiment:

Merger-Related Insider Transaction Report


Berry Corp Director Rajath Shourie's beneficial ownership in Berry Common Stock converted to California Resources Corporation shares and cash following the consummation of the merger.

Summary

  • The merger of Berry Corporation (the "Issuer") into Dornoch Merger Sub, LLC, with Berry surviving as a wholly-owned subsidiary of California Resources Corporation ("CRC"), was consummated on December 18, 2025.
  • Rajath Shourie, a Director of Berry Corp, reported transactions related to this merger.
  • Each share of Berry Common Stock beneficially owned by Shourie at the effective time of the Merger was converted into the right to receive 0.0718 shares of CRC Common Stock, with cash paid in lieu of fractional shares.
  • Shourie disposed of 127,337 shares of Berry Common Stock due to this conversion.
  • Outstanding restricted stock units (RSUs) not subject to performance-based vesting conditions accelerated and were cancelled in exchange for cash.
  • The cash amount for RSUs was calculated as the number of RSU shares multiplied by the product of $47.21 (the VWAP per share of CRC Common Stock) and the 0.0718 Exchange Ratio.
  • Shourie acquired 22,659 "2025 Restricted Stock Units" as part of the RSU cancellation process.
  • Following these transactions, Shourie beneficially owns 0 shares of Berry Common Stock and 0 derivative securities.

Sentiment

Score: 7

Explanation: The filing reports the successful consummation of a merger, which typically represents a positive, planned outcome for the involved companies and their shareholders. The director's holdings were converted as per the merger agreement, indicating a smooth execution of the corporate action.

Positives

  • The consummation of the merger provides a defined exit and liquidity for Berry Corp shareholders, including the reporting director.
  • Restricted Stock Units (RSUs) held by the director accelerated and were converted to cash, providing immediate value.
  • The director received consideration for their Berry Corp holdings, transitioning to CRC shares and cash as per the merger agreement.

Negatives

  • The director no longer holds direct beneficial ownership in Berry Common Stock, as Berry Corp is now a wholly-owned subsidiary.
  • The director's equity position in Berry Corp is fully converted, removing direct exposure to Berry's independent operational performance.

Future Outlook

NA

Industry Context

The consummation of the merger between Berry Corporation and California Resources Corporation reflects ongoing consolidation trends within the energy sector, particularly among oil and gas producers, as companies seek scale, operational efficiencies, and strategic positioning.

Stakeholder Impact

  • Shareholders (including the reporting person): Berry Corp shareholders received merger consideration (CRC common stock and cash) in exchange for their Berry Common Stock.
  • Employees: Berry Corp employees are now part of the California Resources Corporation organization.
  • Berry Corporation: Ceased to be an independent publicly traded entity and is now a wholly-owned subsidiary of California Resources Corporation.

Next Steps

  • For the reporting person, the conversion of Berry Corp holdings into CRC shares and cash is complete.
  • Berry Corporation now operates as a wholly-owned subsidiary of California Resources Corporation.

Key Dates

DateDescription
09/14/2025Date of the Agreement and Plan of Merger between Berry Corporation, California Resources Corporation, and Dornoch Merger Sub, LLC.
12/18/2025Date of earliest transaction and 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, Restricted Stock Units, Equity Conversion, Rajath Shourie, Director, Oil and Gas

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