Berry Corp. (bry) Files 8-K with Major Corporate Changes

TL;DR

BRY 8-K: Major corporate changes, possible delisting notice, asset disposition, and executive shifts filed 12/18.

AI Summary

Berry Corp. (bry) filed an 8-K on December 18, 2025, reporting several significant events. These include the termination of a material definitive agreement, completion of an acquisition or disposition of assets, and notice of potential delisting or failure to meet listing standards. The filing also indicates material modifications to security holder rights, changes in control of the registrant, and changes in directors or officers, alongside amendments to its articles of incorporation or bylaws.

Why It Matters

This 8-K filing signals substantial shifts in Berry Corp.'s corporate structure and potentially its listing status, which could impact investors and stakeholders.

Risk Assessment

Risk Level: high — The filing indicates potential delisting, changes in control, and termination of agreements, all of which represent significant risks.

Key Players & Entities

• Berry Corp. (company) — Registrant
• bry (company) — Ticker Symbol
• 0001705873 (company) — Central Index Key
• 1231 (date) — Fiscal Year End
• 20251218 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share BRY Nasdaq Global Select
• $0.01 — tio") shares of common stock, par value $0.01 per share, of Parent ("Parent Common St

Filing Documents

• d83500d8k.htm (8-K) — 44KB
• d83500dex31.htm (EX-3.1) — 20KB
• d83500dex32.htm (EX-3.2) — 57KB
• 0001193125-25-325047.txt ( ) — 259KB
• bry-20251218.xsd (EX-101.SCH) — 3KB
• bry-20251218_lab.xml (EX-101.LAB) — 18KB
• bry-20251218_pre.xml (EX-101.PRE) — 11KB
• d83500d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 18, 2025 Berry Corporation (bry) (Exact Name of Registrant as Specified in Charter) Delaware 001-38606 81-5410470 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 16000 N. Dallas Parkway , Suite 500 Dallas , Texas 75248 (Address of Principal Executive Offices) (661) 616-3900 (Registrant's Telephone Number, Including Area Code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Exchange Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share BRY Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Introductory Note As previously announced, on September 14, 2025, Berry Corporation (bry), a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, California Resources Corporation, a Delaware corporation ("Parent"), and Dornoch Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent ("Merger Sub"). Upon the terms and subject to the conditions set forth in the Merger Agreement, on December 18, 2025, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a direct, wholly-owned subsidiary of Parent. Capitalized terms used and not otherwise defined herein have the meaning set forth in the Merger Agreement, which is attached hereto as Exhibit 2.1. 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 (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares (a) owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company or (b) owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent, in each case not held on behalf of third parties (such shares, the "Excluded Shares")) was automatically converted into, and became exchangeable for 0.0718 (the "Exchange Ratio") shares of common stock, par value $0.01 per share, of Parent ("Parent Common Stock") (together with cash in lieu of fractional shares, the "Merger Consideration"), (ii) each Excluded Share was automatically cancelled and ceased 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 was converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation, which constitutes the only outstanding shares of common stock of the Surviving Corporation immediately following the Effective Time. Additionally, at the Effective Time, any vesting conditions applicable to each outstanding Company restricted stock unit that was not subject to performance-based vesting conditions (a "Company RSU") under the Stock Plans that accelerated at the Effective Time in accordance with its terms as in effect as of the date of the Merger Agreement (each such Company RSU, a "Single Trigger Company RSU") (i) vested in full and (ii) was cancelled and converted into the right to receive, without interest, a cash payment equal to (x) the number of shares of Company Common Stock subject to such Single Trigger Company RSU award immediately prior to the Effective Time multiplied by (y) the Equity Award Cash-Out Price plus (z) all unpaid dividend equivalents, if any, as of the Effective Time with respect to such Single Trigger Company RSU, less applicable taxes required to be withheld with respect to such payment. Also, at the Effective Time, each Company RSU

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