Berry (BRY) Proxy Filing summary

Executive summary

• A merger is proposed where Berry will merge with a CRC subsidiary, becoming a wholly owned CRC subsidiary, with Berry shareholders receiving 0.0718 CRC shares per Berry share, subject to approval at a special meeting on December 15, 2025.

• The Berry board unanimously recommends approval, citing strategic fit, financial accretion, and a 15% premium to Berry’s pre-announcement share price.

• The merger is expected to close in Q1 2026, pending regulatory and shareholder approvals, with Berry shares delisted post-merger.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the merger agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) potential adjournment of the meeting to solicit more votes if needed.

• Approval of the merger requires a majority of outstanding Berry shares; abstentions and broker non-votes count as votes against.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• Berry’s board conducted a multi-year strategic review, engaged advisors, and negotiated with multiple parties before agreeing to the CRC merger.

• Post-merger, CRC’s current directors and officers are expected to remain in place.

• The merger agreement includes customary governance and anti-takeover provisions.