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

A Berry Corp executive's beneficial ownership of securities changed following the company's merger into a wholly-owned subsidiary of California Resources Corporation.

Summary

• Berry Corporation (BRY) merged with Dornoch Merger Sub, LLC, becoming a wholly-owned subsidiary of California Resources Corporation (CRC) on December 18, 2025.
• Michael S. Helm, VP, CAO of Berry Corp, reported changes in his beneficial ownership of securities due to this merger.
• His 147,795 shares of Berry Common Stock were converted into the right to receive 0.0718 shares of CRC Common Stock per Berry share, with cash paid in lieu of fractional shares.
• 6,726 'Single Trigger' Restricted Stock Units (RSUs) accelerated and were cancelled for cash, calculated based on CRC's Volume-Weighted Average Price (VWAP) of $47.21 and the 0.0718 exchange ratio.
• 21,662 'Double Trigger' 2024 RSUs and 28,324 'Double Trigger' 2025 RSUs were cancelled and exchanged for equivalent CRC restricted stock units, retaining their original vesting terms and conditions.

Sentiment

Score: 5

Explanation: The filing is a factual report of a completed merger transaction and its impact on an insider's holdings, without expressing positive or negative sentiment regarding company performance or future prospects.

Positives

• The merger of Berry Corporation into California Resources Corporation was successfully consummated.
• Michael S. Helm received cash for his 'Single Trigger' Restricted Stock Units, providing liquidity for those holdings.

Negatives

• Michael S. Helm no longer directly holds common stock in Berry Corporation.
• A significant portion of his Restricted Stock Units (2024 and 2025 grants) were converted into CRC RSUs, maintaining their original vesting conditions, meaning immediate liquidity was not provided for these.

Future Outlook

The filing does not provide forward-looking statements or guidance beyond the consummation of the merger and the conversion of securities.

Industry Context

This transaction represents a consolidation within the energy sector, specifically impacting companies involved in oil and gas exploration and production. The merger of Berry Corporation into California Resources Corporation suggests a strategic move to combine assets or operations, potentially aiming for synergies or increased market presence in the relevant regions.

Stakeholder Impact

• Shareholders of Berry Corporation received consideration in the form of California Resources Corporation common stock and/or cash, effectively converting their investment into the acquiring entity.
• Employees holding Berry Corporation equity, such as Michael S. Helm, had their holdings converted into cash or equivalent equity in California Resources Corporation, impacting their long-term incentives and ownership structure.

Next Steps

• Michael S. Helm's newly issued CRC restricted stock units will continue to vest according to their original terms and conditions.

Key Dates

Keywords

Berry Corp, BRY, California Resources Corporation, CRC, Merger, Acquisition, Form 4, Restricted Stock Units, Executive Compensation, Beneficial Ownership, Oil and Gas