California Resources Corp. Signs Material Definitive Agreement

TL;DR

CRC signed a big deal on 9/14/25. Details TBD.

AI Summary

California Resources Corp. (CRC) entered into a material definitive agreement on September 14, 2025. The filing does not disclose the specifics of this agreement, but it is categorized under Item Information as a Material Definitive Agreement and Financial Statements and Exhibits.

Why It Matters

This filing indicates a significant new agreement for California Resources Corp., which could impact its operations, financial standing, and future strategic direction.

Risk Assessment

Risk Level: medium — The lack of specific details regarding the material definitive agreement introduces uncertainty about its implications for the company.

Key Players & Entities

• California Resources Corp. (company) — Registrant
• September 14, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ) each share of common stock, par value $0.001 per share, of the Company ("Company Com
• $0.01 — tio") shares of common stock, par value $0.01 per share, of Parent ("Parent Common St
• $12,044,370.00 — ired to pay Parent a termination fee of $12,044,370.00 if the Merger Agreement is terminated u
• $5,000,000.00 — unt of such reimbursement not to exceed $5,000,000.00. The Merger Agreement provides that in

Filing Documents

• crc-20250914.htm (8-K) — 58KB
• mergeragreementedgar.htm (EX-2.1) — 1116KB
• 0001609253-25-000076.txt ( ) — 1458KB
• crc-20250914.xsd (EX-101.SCH) — 2KB
• crc-20250914_lab.xml (EX-101.LAB) — 22KB
• crc-20250914_pre.xml (EX-101.PRE) — 13KB
• crc-20250914_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On September 14, 2025, California Resources Corporation, a Delaware corporation ("Parent" or "CRC"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Parent, Berry Corporation (bry), a Delaware corporation (the "Company" or "Berry") and Dornoch Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a direct, wholly-owned subsidiary of Parent (the "Surviving Corporation"). On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), (i) each share of common stock, par value $0.001 per share, of the Company ("Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent, the Company, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent or the Company, in each case, not held on behalf of third parties (such shares, the "Excluded Shares")) will be automatically converted into, and become exchangeable for, 0.0718 (the "Exchange Ratio") shares of common stock, par value $0.01 per share, of Parent ("Parent Common Stock"); (ii) each Excluded Share will be automatically cancelled and cease to exist without payment of any consideration therefor; and (iii) each equity interest of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation. The issuance of Parent Common Stock in respect of the Merger will be registered under a registration statement on Form S-4 that will be filed by Parent, which

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated September 14, 2025, by and among California Resources Corporation, Berry Corporation (bry) and Dornoch Merger Sub, LLC. * 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the SEC upon request by the SEC. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Information set forth in this communication, including financial estimates and statements as to the effects of the transaction, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other securities laws. All statements other than historical facts are forward-looking statements, and include statements regarding the benefits of the transaction, future financial position and operating results of CRC and Berry, business strategy, projected revenues, earnings, costs, capital expenditures and plans, objectives and intentions of management for the future. Words such as "expect," "could," "may," "anticipate," "intend," "plan," "ability," "believe," "seek," "see," "will," "would," "estimate," "forecast," "target," "guidance," "outlook," "opportunity" or "strategy" or similar expressions are generally intended to identify forward-looking statements. Such forward-looking statements are based upon the current beliefs and expectations of the management of CRC and Berry and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, projected in, or implied by, such statements. The expectations and forecasts reflected in these forward-looking statements are inherently subject to numerous risks and uncertainties, most of which are difficult to predict and many

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View this 8-K filing on SEC EDGAR