Form 4: Berry Corp President Reports Merger-Related Stock Changes

Sentiment:

Merger-Related Insider Transaction Report


Berry Corp President Danielle Hunter reported changes in her beneficial ownership following the company's merger with 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.
  • Each share of Berry Common Stock was converted into the right to receive 0.0718 shares of CRC Common Stock, with cash paid in lieu of fractional shares.
  • Danielle Hunter's 371,912 shares of Berry Common Stock were disposed of as part of the merger.
  • Her 20,179 2023 Restricted Stock Units (Single Trigger RSUs) were cancelled for cash, calculated based on a CRC Common Stock Volume-Weighted Average Price (VWAP) of $47.21 and the 0.0718 Exchange Ratio.
  • Her 50,420 2024 Restricted Stock Units and 101,964 2025 Restricted Stock Units (Double Trigger RSUs) were cancelled and exchanged for new CRC restricted stock units, maintaining their original terms and conditions.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, which is a significant corporate event. While it is a routine compliance filing, the underlying event (merger completion) is generally positive for the strategic direction of the combined entity, though it marks the end of Berry Corp as an independent public entity. The reporting person's equity was converted or cashed out as expected.

Positives

  • The merger of Berry Corporation into California Resources Corporation was successfully consummated, indicating the completion of a significant strategic transaction.
  • Reporting Person Danielle Hunter received consideration for her Berry Common Stock and cash for her Single Trigger RSUs, providing liquidity or new equity in the acquiring company.

Negatives

  • The reporting person no longer holds direct beneficial ownership of Berry Common Stock or Berry Restricted Stock Units, as Berry Corporation is now a wholly-owned subsidiary.

Future Outlook

The filing indicates the successful completion of the merger, transitioning Berry Corporation into a wholly-owned subsidiary of California Resources Corporation. The future outlook for Berry Corp will be integrated into CRC's overall strategic direction and reporting.

Management Comments

  • On December 18, 2025, the transactions contemplated by the Agreement and Plan of Merger, dated September 14, 2025 (the "Merger Agreement"), by and among Berry Corporation (bry) (the "Issuer"), California Resources Corporation ("CRC"), and Dornoch Merger Sub, LLC ("Merger Sub") were consummated.
  • Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer with the Issuer surviving as a wholly owned subsidiary of CRC (the "Merger").

Industry Context

This filing reflects a consolidation event within the energy sector, specifically in the oil and gas industry, where Berry Corp, an independent oil and gas company, has been acquired by California Resources Corporation. Such mergers are common strategies for companies seeking scale, operational synergies, or market share consolidation.

Comparison to Industry Standards

  • This Form 4 reports a standard insider transaction following a merger, consistent with corporate governance practices for reporting changes in beneficial ownership post-acquisition.
  • The exchange ratio and RSU treatment align with typical merger agreement provisions for equity compensation in similar industry transactions.

Stakeholder Impact

  • Shareholders of Berry Corp: Received CRC Common Stock or cash for their shares, ceasing to be direct shareholders of Berry Corp.
  • Employees (including management like Danielle Hunter): Equity compensation converted to CRC equivalents or cashed out, indicating integration into CRC's compensation structure.

Next Steps

  • Berry Corporation will operate as a wholly-owned subsidiary of California Resources Corporation.
  • Danielle Hunter will hold CRC Common Stock and CRC Restricted Stock Units in place of her previous Berry Corp holdings.

Key Dates

DateDescription
2025-09-14Date of the Agreement and Plan of Merger between Berry Corporation, California Resources Corporation, and Dornoch Merger Sub, LLC.
2025-12-18Date 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, Form 4, Beneficial Ownership, Restricted Stock Units, Equity Compensation, Danielle Hunter

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