California Resources Corp Completes Asset Deal

TL;DR

CRC just closed a big asset deal, filing an 8-K today.

AI Summary

California Resources Corp. announced on December 15, 2025, the completion of an acquisition or disposition of assets. The filing indicates an entry into a material definitive agreement and other events, with financial statements and exhibits included. The company is incorporated in Delaware and headquartered in Long Beach, California.

Why It Matters

This filing signals a significant corporate action for California Resources Corp, potentially impacting its asset base, operational strategy, and financial structure.

Risk Assessment

Risk Level: medium — The completion of an acquisition or disposition of assets can introduce significant financial and operational risks related to integration, valuation, and future performance.

Key Players & Entities

• California Resources Corp (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• Long Beach, California (location) — Principal Executive Offices
• December 15, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1.45 billion — t amount of the lenders thereunder from $1.45 billion to $1.46 billion. The above description
• $1.46 billion — enders thereunder from $1.45 billion to $1.46 billion. The above description of the Eighth Am
• $0.001 — , each share of common stock, par value $0.001 per share, of Berry (" Berry Common Sto
• $0.01 — io ") shares of common stock, par value $0.01 per share, of CRC (" CRC Common Stock "

Filing Documents

• crc-20251215.htm (8-K) — 56KB
• a20251215ex101.htm (EX-10.1) — 71KB
• a20251218ex231.htm (EX-23.1) — 2KB
• a20251215ex232.htm (EX-23.2) — 5KB
• a20251215ex991.htm (EX-99.1) — 14KB
• image_0.jpg (GRAPHIC) — 75KB
• 0001609253-25-000110.txt ( ) — 392KB
• crc-20251215.xsd (EX-101.SCH) — 2KB
• crc-20251215_lab.xml (EX-101.LAB) — 22KB
• crc-20251215_pre.xml (EX-101.PRE) — 13KB
• crc-20251215_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 15, 2025, California Resources Corporation, a Delaware corporation (" CRC ") entered into an amendment (the " Eighth Amendment ") to the Amended and Restated Credit Agreement, dated as of April 26, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the " Credit Agreement "), with Citibank, N.A., as administrative agent and collateral agent, and the banks, financial institutions and other lending institutions from time to time parties thereto. The Eighth Amendment became effective upon the closing of the previously announced all-stock combination (the " Merger ") contemplated by that certain Agreement and Plan of Merger, dated September 14, 2025 (the " Merger Agreement "), by and among CRC, Berry Corporation (bry), a Delaware corporation (" Berry ") and Dornoch Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of CRC (" Merger Sub "). The purpose of the Eighth Amendment was to, among other things, facilitate certain matters with respect to the closing of the Merger. Concurrently with the effectiveness of the Eighth Amendment and the closing of the Merger, CRC added an additional lender under the Credit Agreement and increased the aggregate elected commitment amount of the lenders thereunder from $1.45 billion to $1.46 billion. The above description of the Eighth Amendment is not complete and is qualified in its entirety by reference to the full text of the Eighth Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On December 18, 2025, CRC completed the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger (the " Effective Time "), Merger Sub merged with and into Berry, with Berry surviving the Merger as a direct, wholly-owned subsidiary of CRC. Merger Consideration Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of common stock, par value $0.001 per share, of Berry (" Berry Common Stock ") issued and outstanding immediately prior to the Effective Time, other than shares of Berry Common Stock owned by CRC, Berry, Merger Sub or any other direct or indirect wholly-owned subsidiary of CRC or Berry, in each case, not held on behalf of third parties, was automatically converted into, and became exchangeable for 0.0718 (the " Exchange Ratio ") shares of common stock, par value $0.01 per share, of CRC (" CRC Common Stock "), with cash (without interest) paid in lieu of fractional shares (the " Merger Consideration "). Treatment of Berry's Equity Awards At the Effective Time, any vesting conditions applicable to each outstanding Berry restricted stock unit that is not subject to performance-based vesting conditions (a " Berry RSU ") under the Stock Plans (as defined in the Merger Agreement) that would have accelerated at the Effective Time in accordance with its terms as in effect as of the date of the Merger Agreement (each such Berry RSU, a " Single Trigger Berry RSU ") is deemed to have automatically accelerated in full, and each Single Trigger Berry RSU was automatically cancelled and the holder thereof received (without interest) an amount in cash equal to (1)(x) the number of shares of Berry Common Stock subject to such Single Trigger Berry RSU immediately prior to the Effective Time multiplied by (y) the Equity Award Cash-Out Price (as defined in the Merger Agreement), plus (2) all unpaid dividend equivalents, if any, as of the Effective Time with respec

01. Other Events

Item 8.01. Other Events. On December 18, 2025, CRC issued a press release announcing the completion of the Merger. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Current Report on Form 8-K under Item 8.01, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (a) Financial statements of business or funds acquired. The audited consolidated financial statements of Berry as of December 31, 2024 and for the year ended December 31, 2024 and the related notes are incorporated by reference to Part II, Item 8 of Berry's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13, 2025. Certain estimates of Berry's oil and natural gas reserves and related information incorporated by reference in the audited consolidated financial statements of Berry as of December 31, 2024 and for the year ended December 31, 2024 on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13, 2025, were derived from reports prepared by the independent engineering firm, DeGolyer and MacNaughton, and are also incorporated by reference herein. The unaudited condensed financial statements of Berry as of September 30, 2024 and for the nine months ended September 30, 2024 and the related notes are incorporated by reference to Part I, Item 1 of Berry's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed with the SEC on November 5, 2025. (b) Pro forma financial information. The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (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* (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on September 17, 2025) . 10.1 Eighth Amendment to Amended and Restated Credit Agreement, entered into as of December 15, 2025. *** 23.1 Consent of KPMG LLP (independent registered public accounting firm for Berry Corporation (bry)). 23.2 Consent of DeGolyer and MacNaughton

View Full Filing

View this 8-K filing on SEC EDGAR