Filed Pursuant to Rule 424(b)(3)
Registration No. 333-290871

 

MERGER PROPOSED - YOUR VOTE IS IMPORTANT

 

 

To the Valued Stockholders of Berry Corporation (bry):

Berry Corporation (bry) (“Berry”) has entered into an agreement and plan of merger (as it may be amended from time to time, the “Merger Agreement”), dated September 14, 2025, with California Resources Corporation (“CRC”) and Dornoch Merger Sub, LLC, a direct, wholly-owned subsidiary of CRC (“Merger Sub”), pursuant to which Merger Sub will merge with and into Berry, with Berry surviving as a direct, wholly-owned subsidiary of CRC (the “Merger”).

Berry stockholders (“Berry Stockholders”) as of the close of business on October 30, 2025, the record date, are invited to attend a special meeting of Berry Stockholders (the “Special Meeting”) on December 15, 2025, at 10:00 a.m., Central Time, via the Internet at www.virtualshareholdermeeting.com/BRY2025SM, with registration and log-in beginning at 9:45 a.m., Central Time, on that date. You will not be able to attend the Special Meeting in person. Berry Stockholders attending the meeting virtually will have the ability to fully participate in the Special Meeting, including the ability to ask questions and vote during the meeting. Berry Stockholders are being asked to consider and vote upon (i) a proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”), (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Berry’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”) and (iii) a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit solicitation of additional votes or proxies if there are not sufficient votes to approve the Merger Agreement Proposal (the “Adjournment Proposal”).

If the Merger is completed, Berry Stockholders will be entitled to receive 0.0718 shares of common stock, par value $0.01 per share, of CRC (“CRC Common Stock”) for each issued and outstanding share of common stock, par value $0.001 per share, of Berry (“Berry Common Stock”) they hold immediately prior to the effective time of the Merger (the “Merger Consideration”) as further described in the proxy statement/prospectus accompanying this notice. The market value of the Merger Consideration will fluctuate with the price of CRC Common Stock. Based on the closing price of CRC Common Stock on September 12, 2025, the last trading day before the public announcement of the signing of the Merger Agreement, the value of the per share Merger Consideration payable to holders of Berry Common Stock upon completion of the Merger was approximately $3.81. Based on the closing price of CRC Common Stock on November 3, 2025, the latest practicable date before the date of the proxy statement/prospectus accompanying this notice, the value of the Merger Consideration payable to holders of Berry Common Stock upon completion of the Merger was approximately $3.39. Berry Stockholders should obtain current stock price quotations for CRC Common Stock and Berry Common Stock. CRC Common Stock is traded on the New York Stock Exchange under the symbol “CRC,” and Berry Common Stock is traded on the Nasdaq Global Select Market under the symbol “BRY.”

The board of directors of Berry (the “Berry Board”) has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of, Berry and Berry Stockholders, (b) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, (c) resolved to recommend Berry Stockholders approve the adoption of the Merger Agreement and approve the transactions contemplated thereby on the terms and subject to the conditions set forth in the Merger Agreement and (d) directed that the Merger Agreement be submitted to Berry Stockholders for their adoption. The Berry Board recommends that Berry Stockholders vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

 

Berry will hold the Special Meeting of Berry Stockholders virtually to consider certain matters relating to the Merger. The Merger cannot be completed unless, among other things, Berry Stockholders approve the adoption of the Merger Agreement.

Your vote is very important. To ensure your representation at the Special Meeting, complete and return the enclosed proxy card or submit your proxy by phone or via the Internet. Please vote promptly regardless of whether you expect to attend the Special Meeting via the Special Meeting website. Submitting a proxy now will not prevent you from being able to vote at the Special Meeting via the Special Meeting website.

The proxy statement/prospectus for the Special Meeting, which both summarizes the Merger Agreement and attaches a copy thereto, is attached to this notice, and incorporated by reference into this notice.

The proxy statement/prospectus accompanying this notice is also being delivered to Berry Stockholders as CRC’s prospectus for its offering of shares of CRC Common Stock in connection with the Merger.

The obligations of CRC and Berry to complete the Merger are subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, a copy of which is included as part of the accompanying proxy statement/prospectus. The proxy statement/prospectus provides you with detailed information about the Merger. It also contains or references information about CRC and Berry and certain related matters. You are encouraged to read the proxy statement/prospectus carefully and in its entirety. In particular, you should carefully read the section entitled “Risk Factors” beginning on page 33 of the proxy statement/prospectus for a discussion of risks you should consider in evaluating the Merger and the issuance of shares of CRC Common Stock in connection with the Merger and how they will affect you.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call toll-free: (877) 750-8334

Banks and Brokerage Firms may call collect: (212) 750-5833

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Merger or determined if this proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated November 4, 2025 and is first being mailed to stockholders of Berry on or about November 5, 2025.

NOTICE OF SPECIAL MEETING

OF STOCKHOLDERS

TO BE HELD ON DECEMBER 15, 2025

To the Valued Stockholders of Berry Corporation (bry):

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Berry Corporation (bry) (“Berry” and such stockholders, “Berry Stockholders”), which will be held in a virtual meeting format only on December 15, 2025, at 10:00 a.m., Central Time, via the Internet at www.virtualshareholdermeeting.com/BRY2025SM, with registration and log-in beginning at 9:45 a.m., Central Time, on that date. You will not be able to attend the Special Meeting in person. Stockholders attending the meeting virtually will have the ability to fully participate in the Special Meeting, including the ability to ask questions and vote during the meeting. The record date for the Special Meeting is October 30, 2025 (the “Record Date”). Only holders of record of common stock, par value $0.001 per share, of Berry (“Berry Common Stock”) on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting.

At the Special Meeting, we plan to ask you to vote on:

 

1.

a proposal (the “Merger Agreement Proposal”) to adopt the Agreement and Plan of Merger, dated September 14, 2025 (as it may be amended from time to time, the “Merger Agreement”), a copy of which is attached as Annex A to the accompanying proxy statement/prospectus, among Berry, California Resources Corporation (“CRC”) and Dornoch Merger Sub, LLC, a direct, wholly-owned-subsidiary of CRC (“Merger Sub”), providing for the merger of Merger Sub with and into Berry (the “Merger”);

 

2.	a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Berry’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”); and

 

3.	a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit solicitation of additional votes or proxies if there are not sufficient votes to approve the Merger Agreement Proposal (the “Adjournment Proposal”).

The accompanying proxy statement/prospectus describes the proposals listed above in more detail. You should carefully read and consider the accompanying proxy statement/prospectus in its entirety, including the annexes to the proxy statement/prospectus, and the documents incorporated by reference in the proxy statement/prospectus, as they contain important information about, among other things, the Merger and how it affects you.

The board of directors of Berry (the “Berry Board”) has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of, Berry and Berry Stockholders, (b) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, (c) resolved to recommend Berry Stockholders approve the adoption of the Merger Agreement and approve the transactions contemplated thereby on the terms and subject to the conditions set forth in the Merger Agreement and (d) directed that the Merger Agreement be submitted to Berry Stockholders for their adoption. The Berry Board recommends that Berry Stockholders vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

Refer to the section entitled “Questions and Answers” beginning on page 1 of the accompanying proxy statement/prospectus for additional information on how to participate in the Special Meeting.

Your vote is very important, regardless of the number of shares that you own. The Merger cannot be completed unless Berry Stockholders approve the adoption of the Merger Agreement. Abstentions, failure to submit a proxy or vote at the Special Meeting and broker non-votes will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Please vote as promptly as possible, regardless of whether you expect to attend the Special Meeting via the Special Meeting website. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction form furnished by the bank, broker or other nominee. If you hold shares in your own name, please submit a proxy to have your shares voted as promptly as possible by (i) logging onto the website shown on your proxy card and following the instructions to vote online, (ii) dialing the toll-free number shown on your proxy card and following the instructions to vote by telephone or (iii) completing, dating, signing and returning the enclosed proxy card in the postage-prepaid envelope provided, so that your shares may be represented and voted at the Special Meeting if you later decide not to attend or become unable to attend. Submitting a proxy will also help to secure a quorum and avoid added solicitation costs. Submitting a proxy will not prevent you from voting at the Special Meeting via the Special Meeting website; any stockholder who is present at the Special Meeting via the Special Meeting website may vote, thereby revoking any previously submitted proxy. In addition, a proxy may also be revoked in writing before the Special Meeting in the manner described in the accompanying proxy statement/prospectus.

The proxy statement/prospectus of which this notice is a part provides a detailed description of the Merger and the Merger Agreement. We urge you to carefully read this proxy statement/prospectus, including the documents incorporated by reference herein, and the annexes in their entirety. In particular, we urge you to carefully read the section entitled “Risk Factors” beginning on page 33.

If you have questions about the matters to be voted on at the Special Meeting, would like additional copies of the accompanying proxy statement/prospectus or need help voting your shares of Berry Common Stock, please contact Berry’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call toll-free: (877) 750-8334

Banks and Brokerage Firms may call collect: (212) 750-5833

By Order of the Berry Board,

 

Jenarae N. Garland

Vice President, General Counsel, Corporate Secretary

and Chief Compliance Officer

November 4, 2025

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Berry Corporation (bry) (“Berry”) and California Resources Corporation (“CRC”) from other documents that is not included in or delivered with this proxy statement/prospectus, as permitted by the rules of the Securities and Exchange Commission (the “SEC”). For a listing of the documents incorporated by reference into this proxy statement/prospectus, see the section entitled “Where You Can Find More Information” beginning on page 175 of this proxy statement/prospectus.

Copies of any of the documents incorporated by reference herein, excluding exhibits to those documents unless specifically incorporated by reference herein, are available without charge to stockholders of Berry (“Berry Stockholders”) and stockholders of CRC (“CRC Stockholders”) upon written or oral request. You can obtain the documents incorporated by reference into this proxy statement/prospectus without charge by requesting them in writing or by telephone as follows:

For information related to Berry:

Berry Corporation (bry)

16000 N. Dallas Pkwy. Suite 500

Dallas, Texas 75248

Attention: Corporate Secretary

(661) 616-3811

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call toll-free: (877) 750-8334

Banks and Brokerage Firms may call collect: (212) 750-5833

For information related to CRC:

California Resources Corporation

1 World Trade Center, Suite 1500

Long Beach, CA 90831

Attention: General Counsel

(888) 848-4754

If you would like to request any of the documents that are incorporated by reference into this proxy statement/prospectus, please do so by December 8, 2025, which is five business days prior to the date of the special meeting of Berry Stockholders (the “Special Meeting”), in order to receive them before the meeting.

You may also obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge through the SEC’s website at www.sec.gov. In addition, you may obtain copies of documents filed by Berry with the SEC by accessing Berry’s website at https://ir.bry.com. You may also obtain copies of documents filed by CRC with the SEC by accessing CRC’s website at www.crc.com/investor-relations. We are not incorporating the contents of the websites of the SEC, Berry, CRC or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by CRC, constitutes a prospectus of CRC under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock, par value $0.01 per share, of CRC (“CRC Common Stock”) to be issued to Berry Stockholders in connection with the Agreement and Plan of Merger, dated September 14, 2025 (as it may be amended from time to time, the “Merger Agreement”), among Berry, CRC and Dornoch Merger Sub, LLC, a direct, wholly-owned subsidiary of CRC (“Merger Sub”), providing for the merger of Merger Sub with and into Berry, with Berry surviving as a direct, wholly-owned subsidiary of CRC (the “Merger”). This proxy statement/prospectus also constitutes a proxy statement of Berry under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to the Special Meeting.

Information contained in this proxy statement/prospectus regarding CRC has been provided by CRC, and information contained in this proxy statement/prospectus regarding Berry has been provided by Berry. CRC and Berry have both contributed to the information related to the Merger contained in this proxy statement/prospectus.

CRC and Berry have not authorized anyone to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated November 4, 2025, and you should assume that the information contained in this proxy statement/prospectus is accurate only as of such date unless the information specifically indicates that another date applies. You should also assume that the information incorporated by reference into this proxy statement/prospectus is accurate only as of the date of the incorporated document unless the information specifically indicates that another date applies. Neither the mailing of this proxy statement/prospectus to Berry Stockholders nor the issuance by CRC of shares of CRC Common Stock in connection with the Merger will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

 

		Page
QUESTIONS AND ANSWERS			1
SUMMARY			11
The Parties to the Merger (see page 52)			11
The Merger and the Merger Agreement (see pages 52 and 105)			12
Merger Consideration (see page 106)			12
Fractional Shares (see page 106)			12
Expected Timing of the Merger (see page 102)			12
Berry Special Meeting (see page 44)			12
CRC’s Reasons for the Merger (see page 67)			14
Recommendation of the Berry Board and Its Reasons for the Merger (see page 68)			14
Opinion of Guggenheim Securities, LLC, Financial Advisor to Berry (see page 78 and Annex B)			14
Interests of Certain Berry Directors and Executive Officers in the Merger (see page 91)			15
Treatment of Berry Equity Awards (see page 102)			16
Regulatory Approvals (see page 125)			17
No Solicitation of Acquisition Proposals (see page 121)			18
Conditions to the Closing of the Merger (see page 132)			19
Termination of the Merger Agreement (see page 133)			20
Termination Fee; Expense Reimbursement (see page 134)			21
Specific Performance (see page 136)			22
Material U.S. Federal Income Tax Consequences of the Merger to Berry Stockholders (see page 138)			22
Accounting Treatment (see page 101)			22
Comparison of Stockholder Rights (see page 159)			23
No Appraisal Rights (see page 169)			23
Litigation Relating to the Merger (see page 104)			23
Risk Factors (see page 33)			23
SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION			24
SUMMARY UNAUDITED PRO FORMA COMBINED OIL, NATURAL GAS AND NGL RESERVE INFORMATION AND PRODUCTION DATA			26
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE INFORMATION			28
COMPARATIVE PER SHARE MARKET PRICE DATA AND DIVIDENDS			30
Market Prices			30
Dividends			30
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			31
RISK FACTORS			33
Risks Related to the Merger			33
Risks Related to CRC After Completion of the Merger			38
Risks Related to CRC’s Business			43
Risks Related to Berry’s Business			43
THE SPECIAL MEETING			44
Date, Time and Place of the Special Meeting			44
Attending the Special Meeting			44

 

-i-

		Page
Purpose of the Special Meeting			44
Recommendation of the Berry Board			44
Record Date, Outstanding Shares, Stockholders Entitled to Vote and Voting Rights			44
Voting by Berry’s Directors and Executive Officers			45
Quorum, Abstentions and Broker Non-Votes			45
Vote Required			45
How to Vote			46
Revocation of Proxies and Changes to a Berry Stockholder’s Vote			46
Inspector of Election			47
Solicitation of Proxies			47
Adjournment			47
Questions and Additional Information			47
PROPOSAL 1: THE MERGER AGREEMENT PROPOSAL			49
PROPOSAL 2: THE ADVISORY COMPENSATION PROPOSAL			50
PROPOSAL 3: THE ADJOURNMENT PROPOSAL			51
THE MERGER			52
Parties to the Merger			52
Transaction Structure			52
Merger Consideration			53
Background of the Merger			53
CRC’s Reasons for the Merger			67
Recommendation of the Berry Board and Its Reasons for the Merger			68
Berry Unaudited Prospective Financial Information			73
Opinion of Guggenheim Securities, LLC, Financial Advisor to Berry			78
Interests of Certain Berry Directors and Executive Officers in the Merger			91
Board of Directors and Management of CRC Following Completion of the Merger			100
Indemnification; Directors’ and Officers’ Insurance			100
Accounting Treatment of the Merger			101
Regulatory Approvals			101
Expected Timing of the Merger			102
Exchange of Shares			102
Treatment of Berry Equity Awards			102
Dividend Policy			103
Listing of CRC Common Stock; Delisting of Berry Common Stock			103
No Appraisal Rights			104
Litigation Relating to the Merger			104
THE MERGER AGREEMENT			105
Explanatory Note Regarding the Merger Agreement			105
Structure of the Merger; Surviving Corporation Organizational Documents; Directors and Officers			105
Closing; Effective Time			106
Merger Consideration			106
Fractional Shares			106
Berry Equity Awards			107
Delivery of Merger Consideration			108
Withholding Rights			110
No Interest			110
Representations and Warranties			110

 

-ii-

		Page
Conduct of Business Pending the Merger			115
No Solicitation of Acquisition Proposals; Change of Recommendation			121
Cooperation; Regulatory Approvals and Efforts to Close the Merger			125
Indemnification; Directors’ and Officers’ Insurance			127
Employee Matters			129
Certain Other Covenants			130
Conditions to the Closing of the Merger			132
Termination of the Merger Agreement			133
Termination Fee; Expense Reimbursement			134
Specific Performance			136
Amendments or Other Modification; Waiver			136
Expenses			136
Third-Party Beneficiaries			136
Governing Law; Jurisdiction; Waiver of Trial by Jury			137
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			138
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			142
INFORMATION ABOUT THE COMPANIES			157
CRC			157
Berry			157
Dornoch Merger Sub, LLC			157
CERTAIN OTHER MATTERS			158
Certain Prior Transactions Between the Parties			158
COMPARISON OF STOCKHOLDER RIGHTS			159
NO APPRAISAL RIGHTS			169
LEGAL OPINIONS			170
Validity of Common Stock			170
Tax Opinion			170
EXPERTS			171
CRC			171
Berry			171
DEADLINES FOR SUBMITTING STOCKHOLDER PROPOSALS			172
HOUSEHOLDING OF PROXY MATERIALS			174
WHERE YOU CAN FIND MORE INFORMATION			175
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEX A: Merger Agreement			A-1
ANNEX B: Opinion of Guggenheim Securities, LLC			B-1

 

-iii-

QUESTIONS AND ANSWERS

The following are some questions that you, as a Berry Stockholder, may have regarding the Merger, the issuance of shares of CRC Common Stock to Berry Stockholders in connection with the Merger and the matters being considered at the Special Meeting, accompanied by the answers to those questions. We urge you to carefully read the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Merger, the issuance of shares of CRC Common Stock in connection with the Merger and the matters being considered at the Special Meeting. Additional important information is contained in the annexes to, and the documents incorporated by reference in, this proxy statement/prospectus.

 

Q:	Why am I receiving this document?

 

A:

You are receiving this proxy statement/prospectus because CRC and Berry have entered into the Merger Agreement, pursuant to which, among other things, upon the terms and subject to the conditions set forth in the Merger Agreement, which is attached as Annex A hereto, Merger Sub will merge with and into Berry, with Berry surviving as a direct, wholly-owned subsidiary of CRC. For Berry to complete the Merger, the holders of a majority of outstanding shares of common stock, par value $0.001 per share, of Berry (“Berry Common Stock”) entitled to vote on the matter must approve a proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”).

This proxy statement/prospectus, which you should read carefully, contains important information about the Merger, the Special Meeting and the matters being considered at the Special Meeting, including the Merger Agreement Proposal. This proxy statement/prospectus constitutes both a proxy statement of Berry and a prospectus of CRC. It is a proxy statement because the board of directors of Berry (the “Berry Board”) is soliciting proxies from Berry Stockholders in connection with the Special Meeting. It is a prospectus because CRC will issue shares of CRC Common Stock in exchange for outstanding shares of Berry Common Stock in the Merger.

 

Q:	Why are CRC stockholders not being asked to vote on the Merger?

 

A:

Applicable Delaware law, CRC’s certificate of incorporation and the rules of the New York Stock Exchange (the “NYSE”) do not require the stockholders of CRC (the “CRC Stockholders”) to approve the Merger, adopt the Merger Agreement or approve the issuance of the shares of CRC Common Stock that will be issued in connection with the Merger. Therefore, the vote of CRC Stockholders is not required and is not being sought. We are not asking CRC Stockholders for a proxy, and CRC Stockholders are requested not to send us a proxy.

 

Q:	What are Berry Stockholders being asked to vote on?

 

A:

At the Special Meeting, the holders of Berry Common Stock will be asked to vote on (i) the Merger Agreement Proposal, (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Berry’s named executive officers that is based on or otherwise relates to the Merger (the “Advisory Compensation Proposal”) and (iii) a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit solicitation of additional votes or proxies if there are not sufficient votes to approve the Merger Agreement Proposal (the “Adjournment Proposal”).

 

Q:	What will holders of Berry Common Stock receive for their shares of Berry Common Stock in the Merger?

 

A:	If the Merger is completed, each share of Berry Common Stock that is issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than shares of Berry Common Stock

 

1

owned by Berry, CRC or any of their respective wholly-owned subsidiaries, in each case not held on behalf of third parties) (such shares, “Excluded Shares”) will be automatically cancelled and cease to exist and will be converted into, and become exchangeable for, 0.0718 (the “Exchange Ratio”) shares of CRC Common Stock. Each Berry Stockholder will receive cash in lieu of any fractional share of CRC Common Stock that such stockholder would otherwise be entitled to receive in the Merger and any dividends or distributions (without interest) made with respect to shares of CRC Common Stock with a record date after the Effective Time of the Merger if (i) at the time the certificate is surrendered for exchange, such dividends or distributions have a record date after the Effective Time and have not been paid or (ii) at the appropriate payment date, such dividends or distributions have a record date after the Effective Time prior to the time of surrender but a payment date after the time of surrender (in each case, after giving effect to any required tax withholdings under the Merger Agreement). The aggregate number of shares of CRC Common Stock to be issued to the Berry Stockholders (the “Merger Consideration Shares”), together with any cash to be paid in lieu of any fractional shares of CRC Common Stock that Berry Stockholders would otherwise be entitled to receive in the Merger, in accordance with the terms of the Merger Agreement, is referred to as the “Merger Consideration.”

Shares of Berry Common Stock are currently listed on the Nasdaq Global Select Market (the “NASDAQ”) under the symbol “BRY.” Shares of CRC Common Stock are listed on the NYSE under the symbol “CRC.”

 

Q:	If I am a Berry Stockholder, how will I receive the portion of the Merger Consideration to which I am entitled?

 

A:

If you hold your shares of Berry Common Stock through the Depository Trust Company (“DTC”) in book-entry form, you will not be required to take any specific actions to exchange your shares of Berry Common Stock for shares of CRC Common Stock. After the completion of the Merger, an exchange agent (the “Exchange Agent”) will deliver to DTC or its nominees the Merger Consideration, together with cash in lieu of any fractional shares of CRC Common Stock to which DTC is entitled under the Merger Agreement.

If you hold your shares of Berry Common Stock in certificated form, or in book-entry form but not through DTC, after receiving the proper documentation from you, following the Effective Time, the Exchange Agent will deliver to you the Merger Consideration and a check in the amount of any cash in lieu of fractional share of CRC Common Stock to which you are entitled under the Merger Agreement.

 

Q:	What will holders of Berry equity and equity-based awards receive in the Merger?

 

A:

Outstanding Berry equity and equity-based long-term incentive awards will be treated as set forth in the Merger Agreement, as described in more detail in the section entitled “The Merger—Treatment of Berry Equity Awards” beginning on page 102 of this proxy statement/prospectus. In general, at the Effective Time, the restricted stock units, performance stock units and restricted cash awards of Berry will either accelerate and be cancelled in exchange for a cash payment or be assumed by CRC and continue as solely time-based awards, as applicable.

 

Q:	Are there any risks that I should consider as a Berry Stockholder in deciding how to vote?

 

A:

Yes. You should read and carefully consider the risks set forth in the section entitled “Risk Factors” beginning on page 33 of this proxy statement/prospectus. You also should read and carefully consider the risks that are described in the documents that are incorporated by reference into this proxy statement/prospectus.

 

Q:	How important is my vote as a Berry Stockholder?

 

A:	Your vote “FOR” each proposal presented at the Special Meeting is very important, and you are encouraged to submit a proxy or voting instruction form, as applicable, as soon as possible. The Merger cannot be completed without the approval by Berry Stockholders of the Merger Agreement Proposal.

 

2

Q:	What vote is required to approve each proposal at the Special Meeting?

 

A:	Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Berry Common Stock entitled to vote thereon. Abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Approval of the Advisory Compensation Proposal and the Adjournment Proposal requires, in each case, the affirmative vote of a majority of the votes cast on the applicable proposal. Abstentions and broker non-votes, if any, will have no effect on the Advisory Compensation Proposal or the Adjournment Proposal, assuming a quorum is present.

 

Q:	How does the Berry Board recommend that Berry Stockholders vote?

 

A:

The Berry Board has unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to, and in the best interests of, Berry and Berry Stockholders, (b) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, (c) resolved to recommend Berry Stockholders approve the adoption of the Merger Agreement and approve the transactions contemplated thereby on the terms and subject to the conditions set forth in the Merger Agreement and (d) directed that the Merger Agreement be submitted to Berry Stockholders for their adoption. The Berry Board recommends that stockholders of Berry vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal. Accordingly, the Berry Board unanimously recommends that Berry Stockholders vote (i) “FOR” the Merger Agreement Proposal, (ii) “FOR” the Advisory Compensation Proposal and (iii) “FOR” the Adjournment Proposal. For a detailed description of the various factors considered by the Berry Board in reaching this decision, see the section entitled “The Merger—Recommendation of the Berry Board and Its Reasons for the Merger” beginning on page 68 of this proxy statement/prospectus.

 

Q:	Why am I being asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, certain compensation arrangements for Berry’s named executive officers in connection with the Merger (the Advisory Compensation Proposal)?

 

A:	Under SEC rules, Berry is required to seek a non-binding, advisory vote of its stockholders with respect to the compensation that may be paid or become payable to Berry’s named executive officers that is based on or otherwise relates to the Merger, also known as “golden parachute” compensation.

 

Q:	What happens if the Advisory Compensation Proposal is not approved?

 

A:

Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on either Berry or CRC. Accordingly, if the Merger Agreement is adopted and the Merger is completed, the Merger-related compensation will be payable to Berry’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of advisory vote on the Advisory Compensation Proposal.

 

Q:	What happens if the Adjournment Proposal is not approved?

 

A:

This vote is being taken in order to allow Berry Stockholders to vote to adjourn the Special Meeting if there are not sufficient votes cast at the Special Meeting to approve the Merger Agreement Proposal. However, regardless of the results of voting for the Adjournment Proposal, the Fourth Amended and Restated Bylaws of Berry (the “Berry Bylaws”) allow the chairman of the Special Meeting to adjourn the Special Meeting at his or her discretion, subject to the terms of the Merger Agreement.

 

Q:	Do any of the executive officers or directors of Berry have interests in the Merger that may differ from or be in addition to my interests as a Berry Stockholder?

 

A:	In considering the recommendation of the Berry Board that Berry Stockholders vote to approve the Merger Agreement Proposal, to approve the Advisory Compensation Proposal and to approve the Adjournment

 

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Proposal, Berry Stockholders should be aware that some of Berry’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Berry Stockholders generally. The Berry Board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement and the transactions contemplated thereby, in approving the Merger and in recommending that Berry Stockholders approve the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

For more information regarding these interests, see the sections entitled “The Merger—Interests of Certain Berry Directors and Executive Officers in the Merger” and “Risk Factors—Risks Related to the Merger—Berry’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Berry Stockholders generally” beginning on pages 91 and 37, respectively, of this proxy statement/prospectus.

 

Q:	What will happen to Berry as a result of the Merger?

 

A:

Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Berry, with Berry surviving as a direct, wholly-owned subsidiary of CRC. After completion of the Merger (the “Closing”), Berry Common Stock will be delisted from the NASDAQ, will be deregistered under the Exchange Act and will cease to be publicly traded.

 

Q:	Who will own CRC immediately following the completion of the Merger?

 

A:

Each share of Berry Common Stock will be converted into, and exchangeable for 0.0718 shares of CRC Common Stock. At this Exchange Ratio, it is estimated that, immediately after completion of the Merger, CRC Stockholders as of immediately prior to the Merger would hold approximately 94% and Berry Stockholders as of immediately prior to the Merger (disregarding any shares of CRC Common Stock held by Berry Stockholders immediately prior to the Merger) would hold approximately 6% of the issued and outstanding shares of CRC Common Stock. The exact equity stake of Berry Stockholders in CRC immediately following the completion of the Merger will depend on the number of shares of CRC Common Stock and shares of Berry Common Stock issued and outstanding immediately prior to the Effective Time.

 

Q:	How will CRC Stockholders be affected by the Merger?

 

A:

Upon completion of the Merger, each CRC Stockholder will hold the same number of shares of CRC Common Stock that such stockholder held immediately prior to completion of the Merger. As a result of the Merger, CRC Stockholders will own shares in a larger company with more assets. However, because in connection with the Merger, CRC will be issuing additional shares of CRC Common Stock to Berry Stockholders in exchange for their shares of Berry Common Stock, each outstanding share of CRC Common Stock immediately prior to the Merger will represent a smaller percentage of the aggregate number of shares of CRC Common Stock outstanding after the Merger.

Upon completion of the Merger, the current directors and executive officers of CRC are expected to continue in their current positions, other than as may be publicly announced by CRC in the normal course.

 

Q:	What are the material U.S. federal income tax consequences of the Merger to holders of Berry Common Stock?

 

A:

Assuming that the Merger is completed as currently contemplated, CRC and Berry intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). It is a condition to Berry’s obligation to complete the Merger that it receive an opinion from Vinson & Elkins L.L.P. (“Vinson & Elkins,” counsel to Berry) or, if Vinson & Elkins is unwilling or unable to issue such an opinion, another nationally recognized law firm or accounting firm selected by CRC, which may be Sullivan & Cromwell, LLP (“Sullivan & Cromwell,” counsel to CRC),

 

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dated as of the date of Closing (the “Closing Date”), to the effect that the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code; provided that this condition will be deemed satisfied if Vinson & Elkins or such other firm would be able and willing to issue such opinion but for a change in law after the date of the Merger Agreement. Provided that the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder (as defined in the section entitled “Material United States Federal Income Tax Consequences of the Merger” beginning on page 138 of this proxy statement/prospectus) of shares of Berry Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of shares of Berry Common Stock for shares of CRC Common Stock pursuant to the Merger, except with respect to any cash received in lieu of fractional shares of CRC Common Stock.

Please see the section entitled “Material United States Federal Income Tax Consequences of the Merger” beginning on page 138 of this proxy statement/prospectus for a more detailed discussion of the U.S. federal income tax consequences of the Merger to U.S. holders of Berry Common Stock. Each Berry Stockholder is strongly encouraged to consult with its tax advisor to determine the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the Merger to it.

 

Q:	When do CRC and Berry expect to complete the Merger?

 

A:

CRC and Berry currently expect to complete the Merger in the first quarter of 2026. Neither CRC nor Berry, however, can predict the actual date on which the Merger will be completed, and they cannot assure that the Merger will be completed, because completion of the Merger is subject to conditions beyond the control of each of CRC and Berry. For more information, see the sections entitled “The Merger—Regulatory Approvals,” “The Merger Agreement—Conditions to the Closing of the Merger” and “Risk Factors—Risks Related to the Merger—The Merger is subject to conditions, including certain conditions that are beyond CRC’s and Berry’s control and may not be satisfied on a timely basis or at all. Failure to complete the Merger could have adverse effects on CRC and Berry” beginning on pages 101, 132 and 33, respectively, of this proxy statement/prospectus.

 

Q:	What are the conditions to the Closing?

 

A:

Under the terms of the Merger Agreement, the completion of the Merger is subject to the satisfaction or waiver of certain closing conditions, including, among others, the expiration of any waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and receipt of authorization to consummate the Merger under Section 203 of the U.S. Federal Power Act (the “FPA”) from the U.S. Federal Energy Regulatory Commission (“FERC”) and FERC’s implementing rules thereunder, the receipt of a tax opinion from Vinson & Elkins, counsel to Berry (or, if Vinson & Elkins is unable or unwilling to issue such an opinion, from another nationally recognized law or accounting firm selected by CRC, which may be Sullivan & Cromwell), to the effect that the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the receipt of approval of a shareholder resolution adopting the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, by the holders of a majority of the outstanding shares of Berry Common Stock entitled to vote on such matter at a stockholders’ meeting duly called and held for such purpose, in accordance with applicable law, the Second Amended and Restated Certificate of Incorporation of Berry (the “Berry Charter”) and the Berry Bylaws (the “Berry Stockholder Approval”).

The completion of the Merger is not subject to the approval of CRC Stockholders or the receipt of financing by CRC.

For more information, see the sections entitled “The Merger Agreement—Conditions to the Closing of the Merger” and “Risk Factors—Risks Related to the Merger—The Merger is subject to conditions, including certain conditions that are beyond CRC’s and Berry’s control and may not be satisfied on a timely basis or at all. Failure to complete the Merger could have adverse effects on CRC and Berry” beginning on pages 132 and 33, respectively, of this proxy statement/prospectus.

 

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Q:	What happens if the Merger is not completed?

 

A:

If the Merger Agreement Proposal is not approved by Berry Stockholders or the Merger is not completed for any other reason, Berry Stockholders will not receive any consideration pursuant to the Merger Agreement for shares of Berry Common Stock they own. Instead, Berry will remain an independent public company, and Berry Common Stock will continue to be listed and traded on the NASDAQ and registered under the Exchange Act. Except as otherwise provided in the Merger Agreement, if the Merger is not completed, each party will bear its own costs and expenses incurred in connection with the preparation, negotiation, execution and performance of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the fees and expenses of such party’s representatives.

Upon termination of the Merger Agreement, Berry may be required to pay CRC a termination fee of $12,044,370.00 under certain specified circumstances. See the section entitled “The Merger Agreement—Termination Fee; Expense Reimbursement—Termination Fee Payable by Berry” beginning on page 134 of this proxy statement/prospectus for more information.

 

Q:	When and where is the Special Meeting?

 

A:	The Special Meeting will be held in a virtual meeting format only on December 15, 2025, at 10:00 a.m., Central Time, via the Internet at www.virtualshareholdermeeting.com/BRY2025SM. You will not be able to attend the Special Meeting in person.

 

Q:	How can I attend the Special Meeting?

 

A:

The Special Meeting will be held in a virtual meeting format only on December 15, 2025 via the Internet at www.virtualshareholdermeeting.com/BRY2025SM, with registration and log-in beginning at 9:45 a.m., Central Time, that day. You will need the 16-digit control number provided on your proxy card or voting instruction card in order to participate in the Special Meeting. You will not be able to attend the Special Meeting in person.

Berry Stockholders attending the meeting virtually will have the ability to fully participate in the Special Meeting, including the ability to ask questions and vote during the meeting, from any remote location that has Internet connectivity. The virtual meeting platform is fully supported across most Internet browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plug-ins. Participants should ensure that they have a sufficient Internet connection. Online access will open at 9:45 a.m., Central Time, 15 minutes prior to the start of the Special Meeting, to allow time for Berry Stockholders to log in and test their system and Internet connectivity.

Berry Stockholders who participate in the Special Meeting via the Special Meeting website will be considered to have attended the Special Meeting and to have been present at the Special Meeting “in person,” including for purposes of determining a quorum and counting votes.

 

Q:	How do I vote or have my shares voted?

 

A:

If you are a Berry Stockholder of record, you may vote virtually at the Special Meeting or vote by proxy using one of the methods described below. Regardless of whether you plan to participate in the Special Meeting, the Berry Board urges you to vote by proxy to ensure your vote is counted. You may still participate in the Special Meeting and vote virtually even if you have already voted by proxy.

 

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To vote via the Internet, submit your proxy by using the Internet at www.proxyvote.com. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m., Eastern Time, on December 14, 2025, the day before the Special Meeting.

 

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•

To vote by telephone, submit your proxy by telephone at 1-800-690-6903. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m., Eastern Time, on December 14, 2025, the day before the Special Meeting.

 

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To vote using the proxy card, simply complete, sign and return the enclosed proxy card in the postage-paid envelope (if mailed in the United States) included with this proxy statement/prospectus. Berry Stockholders who vote this way should mail the proxy card early enough so that it is received before the date of the Special Meeting. If you return your signed proxy card to Berry before the Special Meeting, Berry will vote your shares as you direct.

 

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To vote virtually at the Special Meeting, visit www.virtualshareholdermeeting.com/BRY2025SM and enter the 16-digit control number included on your proxy card or voting instruction card that accompanied your proxy materials.

 

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If you are a beneficial owner of shares held in “street name” by your bank, brokerage firm or other nominee, you should have received a voting instruction card with these proxy materials from that organization rather than from Berry. Follow the instructions from your bank, brokerage firm or other nominee to see which of the above choices are available to you to ensure that your vote is counted. To vote virtually at the Special Meeting, you must obtain a legal proxy from your bank, brokerage firm or other nominee.

 

Q:	Who do I contact if I am encountering difficulties attending the Special Meeting?

 

A:	If you encounter technical difficulties attending the Special Meeting, please call the technical support number that will be provided in the virtual meeting log-in page. Technicians will be available to assist you.

 

Q:	Who can vote at, and what is the record date of, the Special Meeting?

 

A:

Only Berry Stockholders who held shares of Berry Common Stock of record at the close of business on October 30, 2025, the record date for the Special Meeting (the “Record Date”), are entitled to receive notice of, and to vote the shares of Berry Common Stock they held on the Record Date at, the Special Meeting.

If you hold your shares of Berry Common Stock through an account with a bank, broker or other nominee (that is, if you are the beneficial owner of shares held in “street name”), your bank, broker or other nominee that is the holder of record of those shares can give you the right to vote those shares at the Special Meeting. See the answer to the question “How can I attend the Special Meeting?” above for additional information.

 

Q:	How many votes may I cast?

 

A:	Each outstanding share of Berry Common Stock entitles its holder of record to one vote on each matter considered at the Special Meeting.

 

Q:	What constitutes a quorum at the Special Meeting?

 

A:	Berry Stockholders representing a majority of the voting power of all of the shares entitled to vote at the Special Meeting, present virtually or by proxy, will constitute a quorum. Abstentions, withheld votes and broker non-votes will be counted towards a quorum.

At the close of business on the Record Date, there were 77,607,094 shares of Berry Common Stock outstanding and entitled to vote.

 

Q:	What do I need to do now?

 

A:	After you have carefully read and considered the information contained or incorporated by reference into this proxy statement/prospectus, please vote your shares as soon as possible so that your shares of Berry

 

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Common Stock will be represented at the Special Meeting. Please follow the instructions set forth on the proxy card or, if your shares of Berry Common Stock are held in “street name,” on the voting instruction form provided by your bank, broker other nominee.

Additional information on voting procedures can be found in the section entitled “The Special Meeting” beginning on page 44 of this proxy statement/prospectus.

 

Q:	If a stockholder gives a proxy, how are the shares of Berry Common Stock voted?

 

A:

The individuals named on the enclosed proxy card will vote your shares of Berry Common Stock in the way that you indicate. When completing the proxy card or the Internet or telephone processes, you may specify whether your shares of Berry Common Stock should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the Special Meeting.

 

Q:	How will my shares of Berry Common Stock be voted if I return a blank proxy?

 

A:	If you sign, date, and return your proxy card and do not indicate how you want your shares of Berry Common Stock to be voted, then your shares of Berry Common Stock will be voted “FOR” the Merger Agreement Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

 

Q:	Who will count the votes?

 

A:	The votes at the Special Meeting will be counted by an independent inspector of elections appointed by Berry.

 

Q:	What should I do if I receive more than one set of voting materials for the Special Meeting?

 

A:	You may receive more than one set of voting materials for the Special Meeting, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction forms.

If, for example, you hold your shares of Berry Common Stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares of Berry Common Stock. In that case, you should follow the procedures specified by your bank, broker or other nominee to make sure that you vote all of your shares held in those brokerage accounts.

If, for example, you are a holder of record and your shares of Berry Common Stock are registered in more than one name, you will receive more than one proxy card. Please submit each separate proxy card that you receive (or cast your vote via the Internet or by telephone) by following the instructions set forth in each separate proxy card to ensure that you vote all of the shares of which you are a holder of record.

 

Q:	What’s the difference between holding shares as a stockholder of record and holding shares as a beneficial owner?

 

A:

If your shares of Berry Common Stock are registered directly in your name with Berry’s transfer agent, Equiniti Trust Company, you are considered the stockholder of record of those shares. The proxy materials for the Special Meeting will be sent directly to you by Berry, and you are entitled to attend and vote at the Special Meeting as a stockholder of record.

If your shares of Berry Common Stock are held through a bank, broker or other nominee, you are considered the beneficial owner of the shares of Berry Common Stock held in “street name.” In that case, the proxy materials for the Special Meeting have been forwarded to you by your bank, broker or other nominee that is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting, and you are also invited to attend and vote at the Special Meeting as described in the answer to the question “How can I attend the Special Meeting?” above.

 

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Q:	If my shares are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?

 

A:

No. If your shares are held in the name of a bank, broker or other nominee, you will receive separate instructions from your bank, broker or other nominee describing how to vote your shares. The availability of Internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, broker or other nominee and follow the voting procedures provided by your bank, broker or other nominee on your voting instruction form.

You should instruct your broker, bank or other nominee how to vote your shares. Banks, brokers and other nominees that hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees that hold shares in street name for a beneficial owner of those shares are not allowed to exercise voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. “Broker non-votes” occur when shares held in street name are present at a stockholder meeting at which at least one item of business is a routine proposal, but the bank, broker or other nominee is not instructed by the beneficial owner of those shares to vote on a particular proposal for which the bank, broker or other nominee does not have discretionary voting power. Under applicable rules, each of the proposals to be voted on at the Special Meeting will be “non-routine,” and therefore, it is expected that there will be no broker non-votes at the Special Meeting. Accordingly, if you are a Berry Stockholder that beneficially owns shares of Berry Common Stock held in street name, and you do not instruct your bank, broker or other nominee on how to vote your shares, your bank, broker or other nominee may not vote your shares on the Merger Agreement Proposal, the Advisory Compensation Proposal or the Adjournment Proposal, and your shares will not be considered present and entitled to vote at the Special Meeting for the purpose of determining whether a quorum is present at the Special Meeting.

 

Q:	What do I do if I am a Berry Stockholder and I want to revoke my proxy?

 

A:	If you are a Berry Stockholder of record, you may revoke your proxy prior to its exercise at the Special Meeting by:

 

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voting again by properly submitting a new, revised proxy card or voting by Internet or telephone, as applicable, on a date later than your prior proxy, but prior to the closing of the polls during the Special Meeting;

 

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sending a written notice of revocation to Berry’s Corporate Secretary at 16000 North Dallas Parkway, Suite 500, Dallas, Texas 75248, which must be received prior to 11:59 p.m., Eastern Time, on December 14, 2025; or

 

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attending the Special Meeting and voting via the Special Meeting website during the Special Meeting, although attendance at the Special Meeting alone is not sufficient to revoke a prior properly submitted proxy.

If you are a beneficial owner of Berry Common Stock held through a bank, broker or other nominee, you must follow the specific instructions provided to you by your bank, broker or other nominee to change or revoke any instructions you have already given to your bank, broker or other nominee. You may also change your vote by attending the Special Meeting and voting via the Special Meeting website during the Special Meeting. See the answer to the question “How can I attend the Special Meeting?” above for additional information.

 

Q:	What happens if I sell or otherwise transfer my shares of Berry Common Stock after the Record Date but before the Special Meeting?

 

A:	The Record Date is October 30, 2025, which is earlier than the date of the Special Meeting. If you sell or otherwise transfer your shares of Berry Common Stock after the Record Date but before the Special Meeting,

 

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unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares, and each of you notifies Berry in writing of those special arrangements, you will retain your right to vote those shares at the Special Meeting, but will otherwise transfer ownership of those shares.

 

Q:	What happens if I sell or otherwise transfer my shares of Berry Common Stock before the completion of the Merger?

 

A:

Only holders of shares of Berry Common Stock at the Effective Time will be entitled to receive the Merger Consideration. If you sell or otherwise transfer your shares of Berry Common Stock prior to the completion of the Merger, you will not be entitled to receive the Merger Consideration by virtue of the Merger.

 

Q:	Where can I find voting results of the Special Meeting?

 

A:	Berry intends to announce preliminary voting results at the Special Meeting and to publish the final voting results in a Current Report on Form 8-K that will be filed with the SEC within four business days following certification of the final voting results.

 

Q:	Do CRC Stockholders and Berry Stockholders have appraisal rights?

 

A:

Neither CRC Stockholders nor Berry Stockholders are entitled to appraisal rights under the General Corporation Law of the State of Delaware (the “DGCL”) in connection with the Merger. For more information, please see the sections entitled “The Merger—No Appraisal Rights” and “No Appraisal Rights” beginning on pages 104 and 169, respectively, of this proxy statement/prospectus.

 

Q:	Who will solicit and pay the cost of soliciting proxies in connection with the Special Meeting?

 

A:

Berry and the Berry Board are soliciting Berry Stockholders’ proxies in connection with the Special Meeting, and Berry will bear the cost of soliciting such proxies. Proxies in connection with the Special Meeting may be solicited by officers, directors and regular supervisory and executive employees of Berry, none of whom will receive any additional compensation for such solicitation. Berry has retained Innisfree M&A Incorporated (“Innisfree”) as proxy solicitor to assist with the solicitation of proxies in connection with the Special Meeting, for which Berry will pay Innisfree a fee of $40,000, plus fees and expenses for its assistance in the solicitation process. Berry will supply banks, brokers and other nominees that hold shares of Berry Common Stock of record for beneficial owners with copies of proxy soliciting material in connection with the Special Meeting to be sent to such beneficial owners, in which case these parties will be reimbursed by Berry for their reasonable expenses for completing the sending of such material to beneficial owners.

 

Q:	How can I find more information about CRC and Berry?

 

A:	You can find more information about CRC and Berry from various sources described in the section entitled “Where You Can Find More Information” beginning on page 175 of this proxy statement/prospectus.

 

Q:	Who can answer any questions I may have about the Special Meeting or the Merger?

 

A:	If you have any questions about the Special Meeting, the Merger or how to submit your proxy, or if you need additional copies of this proxy statement/prospectus, you may contact Berry’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call toll-free: (877) 750-8334

Banks and Brokerage Firms may call collect: (212) 750-5833

 

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COMPARATIVE PER SHARE MARKET PRICE DATA AND DIVIDENDS

Market Prices

CRC Common Stock is listed on the NYSE under the symbol “CRC,” and Berry Common Stock is listed on the NASDAQ under the symbol “BRY.”

The following table sets forth the last sales price per share of CRC Common Stock and per share of Berry Common Stock as reported on the NYSE and the NASDAQ, respectively on September 12, 2025, the trading day before the public announcement of the execution of the Merger Agreement, and on November 3, 2025, the last trading day before the date of this proxy statement/prospectus. The table also shows the estimated implied value of the Merger Consideration proposed for each share of Berry Common Stock as of the same two dates. The implied value for the Merger Consideration was calculated by multiplying the closing price of a share of CRC Common Stock on the relevant date by the Exchange Ratio for each share of Berry Common Stock.

 

		CRC Common Stock				Berry Common Stock				Implied per Share Value of Merger Consideration
September 12, 2025		$	53.01			$	3.31			$	3.81
November 3, 2025		$	47.16			$	3.36			$	3.39

The market prices of CRC Common Stock and Berry Common Stock have fluctuated since the date of the announcement of the execution of the Merger Agreement and will continue to fluctuate prior to the completion of the Merger and, in the case of CRC Common Stock thereafter. No assurance can be given concerning the market prices of CRC Common Stock or Berry Common Stock before completion of the Merger or of CRC Common Stock after completion of the Merger. Accordingly, these comparisons may not provide meaningful information to stockholders in determining how to vote with respect to the proposals described in this proxy statement/prospectus. We urge you to obtain current market quotations for CRC Common Stock and Berry Common Stock and to review carefully the other information contained in this proxy statement/prospectus. Please see the section entitled “Risk Factors—Risks Related to CRC After Completion of the Merger” beginning on page 38 of this proxy statement/prospectus.

Dividends

The CRC Board has approved a cash dividend policy that contemplates a total annual dividend of $1.55 per share of CRC Common Stock, payable to stockholders in quarterly increments of $0.3875 per share. CRC last paid a cash dividend of $0.3875 per share on September 12, 2025. The terms of the Merger Agreement limit CRC’s ability to declare, set aside or pay dividends prior to the completion of the Merger, except for (i) regular quarterly cash dividends (or corresponding dividend equivalents in respect of equity awards) payable by CRC in the ordinary course (and excluding any special dividends), with increases as the CRC Board may determine from time to time, and (ii) intercompany dividends and distributions between CRC and its wholly-owned subsidiaries.

The terms of the Merger Agreement limit Berry’s ability to declare, set aside or pay dividends, except for (i) regular quarterly dividends in an amount not to exceed $0.03 per share of Berry Common Stock, in each case declared and paid at such times and in such amounts as is consistent with historical practice over the 12-month period prior to the date of the Merger Agreement, and (ii) intercompany dividends and distributions between Berry and its wholly-owned subsidiaries. Berry last paid its stockholders a cash dividend of $0.03 per share on August 28, 2025.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, 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 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 of which are beyond CRC’s and Berry’s control. No assurance can be given that such forward-looking statements will be correct or achieved or that the assumptions are accurate or will not change over time.

Particular uncertainties that could cause CRC’s and/or Berry’s actual results to be materially different from those described in the forward-looking statements include, but are not limited to: (i) transaction costs, (ii) unknown liabilities, (iii) the risk that any announcements relating to the transaction could have adverse effects on the market price of CRC Common Stock or Berry Common Stock, (iv) the ability to successfully integrate the businesses, (v) the ability to achieve projected synergies or it may take longer than expected to achieve those synergies, (vi) risks related to financial community and rating agency perceptions of each of CRC and Berry or its respective business, operations, financial condition and the industry in which it operates, (vii) risks related to the potential impact of general economic, political and market factors on CRC or Berry or the transaction, (viii) the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction, (ix) the risk that stockholders of Berry may not approve the transaction, (x) risks related to disruption of management time from ongoing business operations due to the transaction, (xi) effects of the announcement, pendency or completion of the transaction on the ability of CRC and Berry to retain customers and retain and hire key personnel and maintain relationships with their respective suppliers and customers, (xii) the risk that all necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated, (xiii) risks that any of the other closing conditions to the transaction may not be satisfied in a timely manner (or at all), (xiv) those expressed in CRC’s other forward-looking statements including those factors discussed in Part I, Item 1A - Risk Factors in CRC’s Annual Report on Form 10-K and its other SEC filings available at www.crc.com and (xv) those expressed in Berry’s other forward-looking statements including those factors discussed in Part I, Item 1A - Risk Factors in Berry’s Annual Report on Form 10-K and its other SEC filings available at https://ir.bry.com. The foregoing list of factors is not exhaustive.

Actual outcomes and results may differ materially from those stated or implied in forward-looking statements contained in, or incorporated by reference into, this proxy statement/prospectus due to a number of risks and uncertainties, including those risk factors described in the section entitled “Risk Factors” beginning on page 33 of this proxy statement/prospectus. Additional risks or uncertainties that are not currently known to CRC or Berry, that CRC or Berry currently deem to be immaterial, or that could apply to any company could also cause actual outcomes and results to differ materially from those stated or implied in forward-looking statements. See the section entitled “Where You Can Find More Information” beginning on page 175 of this proxy statement/prospectus for more information about the SEC filings incorporated by reference into this proxy statement/prospectus.

CRC and Berry each cautions you not to place undue reliance on forward-looking statements contained in this proxy statement/prospectus, which speak only as of the date hereof, and each of CRC and Berry is under no

 

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obligation, and expressly disclaims any obligation to update, alter or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise. This proxy statement/prospectus may also contain information from third-party sources. This data may involve a number of assumptions and limitations, and each of CRC and Berry has not independently verified them and do not warrant the accuracy or completeness of such third-party information.

 

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RISK FACTORS

In deciding how to vote, you should carefully consider the following risk factors as well as the other information contained in, or incorporated by reference into, this proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 31 of this proxy statement/prospectus.

Risks Related to the Merger

The Merger is subject to conditions, including certain conditions that are beyond CRC’s and Berry’s control and may not be satisfied on a timely basis or at all. Failure to complete the Merger could have adverse effects on CRC and Berry.

Completion of the Merger is subject to a number of conditions, including, among others: (i) the approval by Berry Stockholders of the adoption of the Merger Agreement, (ii) the expiration or termination of any waiting period applicable to the Merger under the HSR Act and (iii) the receipt of authorization to consummate the Merger under Section 203 of the FPA from FERC and FERC’s implementing rules thereunder, which make the completion and timing of the completion of the Merger uncertain. For a more detailed discussion regarding conditions to the Merger, see “The Merger Agreement—Conditions to the Closing of the Merger” beginning on page 132.

As described under “Risk Factors—The Merger is subject to certain regulatory approvals that, if delayed, not granted or granted with certain burdensome conditions, could delay, impair or prevent completion of the Merger or result in additional costs or reduce the anticipated benefits of the Merger” beginning on page 34 of this proxy statement/prospectus, the completion of the Merger is subject to the expiration or termination of the applicable waiting period under the HSR Act and receipt of the FERC Approval. Regulatory review under the HSR Act, the FPA and other applicable regulations may result in regulatory authorities imposing conditions on the granting of such approvals. Such conditions and the process of obtaining regulatory approvals could have the effect of delaying completion of the Merger or of imposing additional costs or limitations on the combined company following the completion of the Merger, and such conditions could result in a closing condition under the Merger Agreement not being satisfied. The regulatory approvals may not be received at all, may not be received in a timely fashion, or may contain conditions on the completion of the Merger that CRC is not required to accept under the terms of the Merger Agreement.

CRC and Berry cannot assure you that the various conditions to the Closing will be satisfied or will not result in the abandonment or delay of the Merger. Any delay in completing the Merger could cause CRC and Berry not to realize, or to be delayed in realizing, some or all of the benefits that CRC and Berry expect to achieve if the Merger is completed within the time currently expected. See the section entitled “The Merger Agreement—Conditions to the Closing of the Merger” beginning on page 132 of this proxy statement/prospectus for more information.

If the Merger is not completed for any reason, including as a result of Berry Stockholders’ failure to approve the Merger Agreement Proposal, CRC’s and Berry’s ongoing businesses could be adversely affected, and, without realizing any of the benefits of having completed the Merger, CRC and Berry would be subject to a number of risks, including:

 

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time and resources committed by CRC’s and Berry’s management to matters relating to the Merger could otherwise have been devoted to day-to-day operations or pursuing other beneficial opportunities;

 

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the market price of CRC Common Stock or Berry Common Stock could decline as a result, particularly if the then-current market price were elevated based on a market assumption that the Merger would be completed;

 

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Berry could be required to pay a termination fee or provide expense reimbursement, as applicable, as required by the Merger Agreement;

 

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CRC could be required to provide expense reimbursement as required by the Merger Agreement;

 

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litigation related to the failure to complete the Merger or related to any enforcement proceeding that may be commenced against CRC or Berry to perform their respective obligations pursuant to the Merger Agreement; and

 

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if the Merger Agreement were terminated, and Berry were to seek another business combination, Berry might not be able to negotiate or complete a transaction on terms comparable to or more attractive than the terms of the Merger Agreement.

Additionally, each of CRC and Berry has incurred and will incur substantial expenses in connection with the negotiation and completion of the Merger contemplated by the Merger Agreement, as well as the costs and expenses of preparing, filing, printing and mailing this proxy statement/prospectus, and all filing and other fees paid in connection with the Merger. If the Merger is not completed, CRC and Berry would have to pay some of these expenses without realizing the expected benefits of the Merger.

The Merger is subject to certain regulatory approvals that, if delayed, not granted or granted with certain burdensome conditions, could delay, impair or prevent completion of the Merger or result in additional costs or reduce the anticipated benefits of the Merger.

The completion of the Merger is subject to the expiration or termination of all waiting periods (and any agreed upon extensions of any waiting period or commitment not to complete the Merger for any period of time) applicable to the completion of the Merger under the HSR Act and the receipt of certain additional regulatory approvals.

With respect to United States antitrust and competition laws, under the HSR Act, the Merger may not be completed until Notification and Report Forms (“HSR Notifications”) have been filed with the FTC and the DOJ and the applicable waiting period (or any extension thereof) has expired or been terminated. A transaction requiring notification under the HSR Act may not be completed until the expiration of the applicable 30-day waiting period following the parties’ filing of their respective HSR Notifications or the early termination of that waiting period, at the earliest. If the FTC or the DOJ issues a Request for Additional Information and Documentary Material (a “Second Request”) prior to the expiration of the waiting period, the parties must observe an additional 30-day waiting period, which begins to run only after both parties have complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period (or commit not to complete the Merger for a specified period of time). Each of CRC and Berry filed HSR Notifications with the FTC and the DOJ on October 10, 2025.

At any time before or after completion of the Merger, notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, the DOJ or the FTC could take such action under antitrust or competition laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or to terminate existing relationships and contractual rights. Under certain circumstances, private parties may also seek to take legal action against the Merger under antitrust or competition laws.

Any one of these requirements, limitations, costs, divestitures or restrictions imposed by regulatory authorities could jeopardize or delay the completion, or reduce the anticipated benefits, of the Merger. There is no assurance that CRC and Berry will obtain all required regulatory consents or approvals on a timely basis, or at all. Failure to obtain the necessary consents and approvals could substantially delay or prevent the completion of the Merger, which could negatively affect both CRC and Berry.

 

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The Merger Agreement limits Berry’s abilities to pursue alternatives to the Merger and could discourage a potential transaction partner from making a favorable alternative transaction proposal.

Under the Merger Agreement, Berry is required, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly initiate, solicit, propose or take any action to knowingly facilitate any inquiry or the making of any proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal (as defined in the section entitled “The Merger Agreement—No Solicitation of Acquisition Proposals; Change of Recommendation—No Change of Recommendation or Alternative Acquisition Agreement” beginning on page 123 of this proxy statement/prospectus) or to engage in, continue or otherwise participate in any discussions with or negotiations relating to, provide non-public information in connection with, or otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, or otherwise enter into any alternative transaction agreement. In addition, upon termination of the Merger Agreement under certain circumstances, Berry may be required to pay CRC a termination fee of $12,044,370. In certain circumstances, CRC and Berry could be required to provide expense reimbursement as required by the Merger Agreement. See the sections entitled “The Merger Agreement—No Solicitation of Acquisition Proposals; Change of Recommendation”, “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fee; Expense Reimbursement” beginning on pages 121, 133 and 134 of this proxy statement/prospectus, respectively. These provisions could discourage a potential transaction partner that might have an interest in acquiring all or a significant portion of Berry from considering or pursuing an alternative transaction with Berry or proposing such a transaction, even if the potential transaction partner were prepared to pay consideration with a higher per share cash or market value than the per share market value proposed to be received or realized in the Merger. These provisions might also result in a potential transaction partner proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable by Berry in certain circumstances. If the Merger Agreement were terminated, and Berry were to seek another business combination, Berry might not be able to negotiate or complete a transaction on terms comparable to or more attractive than the terms of the Merger Agreement.

The Merger, and uncertainty regarding the Merger, may adversely affect CRC’s and Berry’s relationships with customers, suppliers, strategic partners and others and could adversely affect each company’s ability to effectively manage its respective business.

The Merger will occur only if the Merger Agreement’s conditions to the Closing are satisfied or waived. Accordingly, there may be uncertainty regarding the completion of the Merger. This uncertainty and the prospect of the Merger itself may cause customers, suppliers, strategic partners and others that deal with CRC or Berry to delay or defer entering into contracts with CRC or Berry or making other decisions concerning CRC or Berry or to seek changes in or cancellation of existing business relationships with CRC or Berry. Delays or deferrals of contracts or other decisions or changes in or cancellations of existing agreements or relationships could in some individual cases or in the aggregate have an adverse impact on the respective businesses of CRC and Berry, regardless of whether the Merger is ultimately completed. See the section entitled “The Merger Agreement—Conduct of Business Pending the Merger” beginning on page 115 of this proxy statement/prospectus for more information regarding the restrictive covenants to which CRC and Berry are subject.

In addition, under the terms of the Merger Agreement, CRC, Berry and their subsidiaries are subject to certain restrictions on the conduct of their business prior to the completion of the Merger, including being obligated to use their commercially reasonable efforts to conduct their business in the ordinary course of business and being limited in their ability in certain cases to take certain actions that may adversely affect their ability to consummate the Merger on a timely basis without the consent of the other party, which could delay or otherwise adversely affect the parties’ ability to execute certain of their business strategies or limit their ability to respond to competitive or other developments that arise prior to the completion of the Merger and could negatively affect their business and operations.

 

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Uncertainties associated with the Merger may result in a loss of management and other key personnel of Berry, which could adversely affect the future business and operations of Berry should the Merger not be completed.

Berry is dependent on the experience and industry knowledge of its officers and other key management, technical and professional personnel to execute its business plans. Current and prospective employees of Berry may experience uncertainty about their roles within the combined company following the Merger or have other concerns regarding the timing and completion of the Merger or the operations of the combined company following the Merger, any of which may have an adverse effect on the ability of Berry to retain, attract or motivate key management and other key personnel. Furthermore, Berry may incur costs in its efforts to retain management personnel and other key employees prior to completion of the Merger. Accordingly, no assurance can be given that Berry will be able to retain management personnel and other key employees to the same extent that Berry has been able to in the past. If Berry is unable to retain personnel, including key management, who are critical to its future operations, Berry could face disruptions in its operations, loss of customers, suppliers, strategic partners or others that deal with Berry, loss of key information, expertise or know-how and unanticipated additional recruitment and training costs.

The Merger might be completed even if material adverse changes, such as industry-wide changes or other events, subsequent to the announcement of the Merger were to occur.

Although one of the conditions to the Closing is there not having occurred any Berry Material Adverse Effect (as defined in the section entitled “The Merger Agreement—Representations and Warranties—Representations and Warranties of Berry” beginning on page 110 of this proxy statement/prospectus) or CRC Material Adverse Effect (as defined in the section entitled “The Merger Agreement—Representations and Warranties—Representations and Warranties of CRC and Merger Sub” beginning on page 113 of this proxy statement/prospectus) since the date of the Merger Agreement, some types of changes would not constitute a basis for the parties to refuse to complete the Merger, even if such changes would have a material adverse effect on either of the parties. In such a case, CRC’s business and financial position, results of operations and cash flows after the Merger might be negatively affected as a result of the Merger.

Berry is expected to incur significant transaction costs in connection with the Merger, which may be in excess of those anticipated by Berry.

Berry has incurred and is expected to continue to incur significant non-recurring costs associated with negotiating and completing the Merger, including fees paid to financial, legal, accounting and other advisors and employee retention costs. These fees and costs have been, and will continue to be, substantial and, in many cases, will be borne by Berry whether or not the Merger is completed, and could have an adverse effect on Berry’s financial position, results of operations and cash flows.

Berry Stockholders will not be entitled to appraisal rights in the Merger.

Appraisal rights are statutory rights that, if applicable under Delaware law, enable stockholders of a corporation to dissent from an extraordinary transaction, such as a merger, and to demand that such corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to such stockholders in connection with the extraordinary transaction. Under the DGCL, stockholders generally do not have appraisal rights if the shares of stock they hold are either listed on a national securities exchange or held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the Merger Agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash in lieu of fractional shares or (d) any combination of the foregoing.

 

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Because CRC Common Stock is listed on the NYSE and Berry Common Stock is listed on the NASDAQ, both national securities exchanges, and because Berry Stockholders are not required by the terms of the Merger Agreement to accept for their shares of Berry Common Stock anything other than shares of CRC Common Stock and cash in lieu of fractional shares, holders of Berry Common Stock are not entitled to appraisal rights in connection with the Merger. See the section entitled “No Appraisal Rights” beginning on page 169 of this proxy statement/prospectus for more information.

CRC and Berry may be a target of securities class action and derivative lawsuits, which could result in substantial costs and could delay or prevent the completion of the Merger.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is unsuccessful, defending against these claims can result in substantial costs. An adverse judgment could result in monetary damages, which could have a negative impact on CRC’s and Berry’s respective liquidity and financial condition.

Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, or from being completed within the expected time frame, which may adversely affect CRC’s and Berry’s respective business, financial position and results of operation.

Current Berry Stockholders will have a significantly reduced ownership and voting interest in the combined company after the Merger compared to their ownership in Berry and will exercise less influence over management.

At the Effective Time, each share of Berry Common Stock will be converted into, and exchangeable for 0.0718 shares of CRC Common Stock. At this Exchange Ratio, it is estimated that, immediately after completion of the Merger, Berry Stockholders as of immediately prior to the Merger (disregarding any shares of CRC Common Stock held by Berry Stockholders immediately prior to the Merger) would hold approximately 6% of the outstanding shares of CRC Common Stock. As a result, Berry Stockholders will have a significantly reduced share of ownership and voting interests, resulting in less influence on the policies of the combined company than they currently have on the policies of Berry. In addition, CRC may from time to time engage in issuances of equity or equity-linked securities, which would result in additional dilution.

The exact equity stake of Berry Stockholders in CRC immediately following the completion of the Merger will depend on the number of shares of CRC Common Stock and shares of Berry Common Stock issued and outstanding immediately prior to the Effective Time. The issuance of these new shares could have the effect of depressing the market price of CRC Common Stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, CRC’s earnings per share could cause the price of CRC Common Stock to decline or to increase at a reduced rate.

Berry’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Berry Stockholders generally.

In considering the recommendation of the Berry Board that Berry Stockholders vote in favor of the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal, Berry Stockholders should be aware of the fact that, aside from their interests as Berry Stockholders, certain Berry directors and executive officers have interests in the Merger and the other transactions contemplated under the Merger Agreement that may be different from, or in addition to, the interests of Berry Stockholders generally. These interests include but are not limited to:

 

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directors and executive officers of Berry have rights to continuing indemnification and directors’ and officers’ liability insurance;

 

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executive officers of Berry (including Berry’s current named executive officers) have retention agreements which provide for a retention payment payable if employed through the Effective Time;

 

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directors and executive officers of Berry have equity-based awards and, in certain circumstances, restricted cash awards, that, at the Effective Time, will receive the treatment described in the section entitled “The Merger—Treatment of Berry Equity Awards” beginning on page 102 of this proxy statement/prospectus;

 

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executive officers of Berry that experience a qualifying termination of employment upon or following the Effective Time will be entitled to acceleration and vesting of their equity-based awards in accordance with the terms of the applicable equity incentive plan and award agreement, as described in the section entitled “The Merger—Interests of Certain Berry Directors and Executive Officers in the Merger” beginning on page 91 of this proxy statement/prospectus; and

 

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executive officers of Berry are eligible to receive certain severance payments and benefits either under their employment agreements, key employee agreements or change in control agreements with Berry, as described in the section entitled “The Merger—Interests of Certain Berry Directors and Executive Officers in the Merger” beginning on page 91 of this proxy statement/prospectus.

See the section entitled “The Merger—Interests of Certain Berry Directors and Executive Officers in the Merger” beginning on page 91 of this proxy statement/prospectus for a more detailed description of the interests of Berry’s directors and executive officers. The Berry Board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement, the Merger and the other transactions contemplated under the Merger Agreement, in approving the Merger and the other transactions contemplated under the Merger Agreement and in recommending that Berry Stockholders approve the Merger Agreement Proposal.

CRC and Berry may waive one or more of the conditions to the Closing without resoliciting Berry Stockholder approval of the Merger Agreement Proposal and may terminate the Merger Agreement even if it has been adopted by Berry Stockholders.

Certain conditions to the Closing may be waived, in whole or in part, to the extent permitted by applicable law and by signed written agreement of CRC, Berry and Merger Sub or by signed written agreement of the party against which such waiver is to be effective. In addition, CRC and Berry can agree in writing to terminate the Merger Agreement even if Berry Stockholders have already voted to adopt the Merger Agreement.

Risks Related to CRC After Completion of the Merger

The Exchange Ratio is fixed and will not be adjusted in the event of fluctuations in the market price shares of CRC Common Stock or shares of Berry Common Stock.

In the Merger, each share of Berry Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares), will be converted into, and become exchangeable for, 0.0718 shares of CRC Common Stock. The Exchange Ratio is fixed in the Merger Agreement and will not be adjusted for changes in the market price of either Berry Common Stock or CRC Common Stock. Due to the fixed Exchange Ratio, fluctuations in the price of CRC Common Stock will drive corresponding changes in the value of the Merger Consideration payable to each Berry Stockholder. As a result, changes in the price of CRC Common Stock prior to the completion of the Merger will affect the market value that Berry Stockholders will become entitled to receive at the Effective Time. Changes in the price of CRC Common Stock or Berry Common Stock could result from changes in the business, operations or prospects of CRC or Berry prior to or following the completion of the Merger, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of CRC or Berry, including, among other things, a decline in the price of oil or gas, a reduction in demand for oil and gas products, increased regulation of drilling and production and a number of other factors beyond the companies’ control that are more fully described in the risk factors sections included in

 

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CRC’s and Berry’s respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2024, each of which is filed with the SEC and incorporated by reference into this proxy statement/prospectus.

The Merger may be completed a considerable period of time after the date of the Special Meeting. Therefore, at the time of the Special Meeting, Berry Stockholders will not know with certainty the value of the shares of CRC Common Stock that they will receive upon completion of the Merger. You should obtain current market quotations for shares of CRC Common Stock and Berry Common Stock. CRC Common Stock is listed on the NYSE under the symbol “CRC,” and Berry Common Stock is listed on the NASDAQ under the symbol “BRY.”

The market price for CRC Common Stock following the Closing Date may be affected by factors different from those that historically have affected or currently affect CRC Common Stock and Berry Common Stock.

Following the Merger, CRC Stockholders and former Berry Stockholders will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities. CRC’s financial position after the Merger may differ from its financial position before the Merger, and the financial position, results of operations and cash flows of the combined company may be affected by factors that are different from those currently or historically affecting the results of operations of CRC and those currently or historically affecting the results of operations of Berry. Accordingly, the market price and performance of CRC Common Stock is likely to be different from the performance of CRC Common Stock or Berry Common Stock in the absence of the Merger, which may adversely affect the value of a Berry Stockholder’s investment following completion of the Merger, regardless of the combined company’s actual operating performance. For a discussion of the businesses of CRC and Berry and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus.

Following completion of the Merger, the market price of CRC Common Stock may be volatile, and holders of CRC Common Stock could lose a significant portion of their investment due to drops in the market price of CRC Common Stock following completion of the Merger.

The market price of CRC Common Stock may decline as a result of completing the Merger if, among other things, it is unable to achieve the expected benefits and synergies of the Merger, if the Merger is not completed within the anticipated timeframe or at all or if the costs related to the Merger are greater than expected. The market price of CRC Common Stock also may decline if CRC does not achieve the perceived benefits and expected synergies of the Merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the Merger on CRC’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

Following their receipt of shares of CRC Common Stock as Merger Consideration in the Merger, former Berry Stockholders may seek to sell the shares of CRC Common Stock delivered to them, and the Merger Agreement contains no restriction on the ability of former Berry Stockholders to sell such shares of CRC Common Stock following completion of the Merger. Other CRC Stockholders may also seek to sell shares of CRC Common Stock held by them following, or in anticipation of, completion of the Merger. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of shares of CRC Common Stock, may affect the market for, and the market price of, CRC Common Stock in an adverse manner.

If the Merger is completed, CRC may not achieve the anticipated benefits of the Merger, including anticipated synergies.

There can be no assurance that CRC will be able to successfully integrate Berry following Closing, and the anticipated benefits of the Merger, including the anticipated operational and other synergies between the companies, may not be realized fully or at all or may take longer to realize than expected or may have unanticipated adverse results. Anticipated benefits are based on expectations about the future that are subject to

 

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change (such as assumptions about CRC’s future production activity, service costs and future operational plans). If CRC is not able to realize the anticipated benefits expected from the Merger within the anticipated timing or at all, CRC’s business, financial position, results of operations and cash flows may be adversely affected, CRC’s earnings per share may be diluted, the accretive effect of the Merger may decrease or be delayed and the market price of CRC Common Stock may be negatively impacted.

The integration of the two companies will require significant time and focus from management following the Merger and could result in performance shortfalls as a result of the diversion of management’s attention to such integration efforts. Difficulties in integrating Berry into CRC may result in the combined company performing differently than expected, in operational challenges or in the failure to realize anticipated benefits, including anticipated operational and other synergies between the two companies, in whole or in part, on the anticipated timeline or at all.

In addition, CRC’s business may be negatively impacted following the Merger if it is unable to effectively manage the expanded operations of the combined company, which include the operations of CJWS, a California-focused oilfield services subsidiary of Berry that provides well servicing and abandonment services to third party operators in California. Provision of well servicing and abandonment services would be a new line of business for CRC. Actual growth and any potential cost savings, if achieved, may be lower than what CRC and Berry expect and may take longer to achieve than anticipated. If CRC and Berry are not able to adequately address integration challenges, they may be unable to successfully integrate their operations or realize the anticipated benefits of the integration of the two companies.

CRC and Berry, including their respective subsidiaries, have operated and, until the completion of the Merger, will continue to operate independently. It is possible that the pendency of the Merger, as well as the integration process, could result in the loss of key personnel, the loss of customers, suppliers, strategic partners or others that deal with CRC or Berry, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs, an overall post-completion integration process that takes longer than originally anticipated, as well as the disruption of each company’s ongoing businesses. Any or all of those occurrences could adversely affect the combined company’s operations, including the ability to maintain relationships with customers, suppliers, strategic partners, others that deal with CRC or Berry and employees prior to, or after, the Merger or to achieve the anticipated benefits of the Merger.

The combined company may be exposed to increased litigation following the Merger, which could have an adverse effect on the combined company’s business, financial position, results of operations and cash flows.

The combined company may be exposed to increased litigation from stockholders, customers, suppliers, distributors and other third parties due to the combination of CRC’s and Berry’s businesses following the Merger. Such litigation may have an adverse impact on the combined company’s business, financial position, results of operations and cash flows, or may cause disruptions to the combined company’s operations.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and may not be reflective of the operating results and financial condition of the combined company following completion of the Merger.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what CRC’s actual financial position or results of operations would have been had the Merger been completed on the dates indicated, or similarly, with respect to the pro forma income statement, if the Aera Merger had been completed on January 1, 2024 instead of July 1, 2024. The impact of the Aera Merger is included in CRC’s historical condensed combined financial statements as of and for the six months ended June 30, 2025; as such, no adjustments for the impact of the Aera Merger have been applied to these financial statements on a pro forma basis. Further, CRC’s actual results and financial position after the Merger may differ materially and adversely from the unaudited pro forma condensed

 

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combined financial information that is included in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information has been prepared on the basis that CRC will be identified as the acquirer under GAAP and reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed. The final acquisition accounting will be based upon the actual purchase price and the fair value of the assets and liabilities of Berry under GAAP as of the date of the completion of the Merger. In addition, subsequent to the Closing, there will be further refinements of the acquisition accounting as additional information becomes available. Accordingly, the final acquisition accounting may differ materially from the pro forma condensed combined financial information reflected in this document. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 142 for more information.

The combined company may record goodwill, long-lived assets and intangible assets that could become impaired and result in material non-cash charges to the results of operations of the combined company in the future.

The Merger will be accounted for as an acquisition by CRC in accordance with GAAP. Under the acquisition method of accounting, the assets and liabilities of Berry and its subsidiaries will be recorded, as of completion, at their respective fair values and added to those of CRC. The reported financial condition and results of operations of CRC for periods after completion of the Merger will reflect Berry balances and results after completion of the Merger but will not be restated retroactively to reflect the historical financial position or results of operations of Berry and its subsidiaries for periods prior to the Merger. For additional information, see the section titled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 142.

Under the acquisition method of accounting, the total purchase price will be allocated to Berry’s tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of completion of the Merger. The excess of the purchase price over those fair values will be recorded as goodwill. Finalization of the purchase price and fair values of the assets acquired in the Merger may result in the creation of goodwill and the addition of long-lived assets based upon the application of the acquisition method of accounting. To the extent such goodwill, long-lived assets or intangibles are recorded and the values become impaired, the combined company may be required to recognize material non-cash charges relating to such impairment. The combined company’s operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.

The unaudited forecasted financial information presented in this proxy statement/prospectus is based on various assumptions and may not be realized.

The unaudited forecasted financial information of Berry set forth in the forecasts included under the section entitled “The Merger—Berry Unaudited Prospective Financial Information” beginning on page 73 of this proxy statement/prospectus was prepared solely for internal use and is subjective in many respects. Berry’s prospective financial information was based solely upon assumptions of, and information available to, Berry’s management when prepared. These estimates and assumptions are subject to uncertainties, many of which are beyond Berry’s control and may not be realized. Many factors mentioned in this proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 31 of this proxy statement/prospectus will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from CRC’s and Berry’s estimates. In view of these uncertainties, the inclusion of prospective financial information of Berry in this proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

The unaudited prospective financial information of Berry set forth in the forecasts included under the section entitled “The Merger—Berry Unaudited Prospective Financial Information” beginning on page 73 of this

 

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proxy statement/prospectus was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. Further, any forward-looking statement speaks only as of the date on which it is made, and neither CRC nor Berry undertakes any obligation, other than as required by applicable law, to update, correct or otherwise revise the unaudited prospective financial information included in this proxy statement/prospectus to reflect events or circumstances after the date such prospective financial information was prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances, even in the event that any or all of the assumptions underlying any such prospective financial information are no longer appropriate (even in the short term).

The unaudited prospective financial information of Berry included in this proxy statement/prospectus has been prepared by, and is the responsibility of, the management of Berry. KPMG LLP has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying unaudited prospective financial information of Berry, and accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. The reports of KPMG LLP with respect to Berry incorporated by reference in this proxy statement/prospectus relate to the previously issued financial statements of Berry. These reports do not extend to Berry’s unaudited prospective financial information and should not be read to do so. Neither CRC’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information of Berry contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information of Berry. See the section entitled “The Merger—Berry Unaudited Prospective Financial Information” beginning on page 73 of this proxy statement/prospectus for more information.

The opinion of Berry’s financial advisor will not reflect changes in circumstances between the signing of the Merger Agreement and the completion of the Merger.

Berry has received an opinion from its financial advisor, Guggenheim Securities, in connection with the signing of the Merger Agreement, but has not obtained any updated opinion from its financial advisor as of the date of this proxy statement/prospectus. Changes in the operations and prospects of Berry, general market and economic conditions and other factors that may be beyond the control of CRC or Berry and on which Berry’s financial advisor’s opinion was based, may significantly alter the value of Berry or the prices of the shares of Berry Common Stock by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the date of such opinion. Because Berry currently does not anticipate asking its financial advisor to update its opinion, the opinion will not address the fairness of the number of shares of CRC Common Stock that will be received by holders of Berry Common Stock from a financial point of view at the time the Merger is completed. The Berry Board’s recommendation that Berry Stockholders vote in favor of the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal, however, are made as of the date of this proxy statement/prospectus.

For a description of the opinion that Berry received from its financial advisor, see the section entitled “The Merger—Opinion of Guggenheim Securities, LLC, Financial Advisor to Berry” beginning on page 78. A copy of the opinion of Guggenheim Securities is attached as Annex B.

Completion of the Merger may trigger change in control or other provisions in certain agreements to which Berry is a party.

The completion of the Merger may trigger change in control or other provisions in certain agreements to which Berry is a party. If CRC and Berry are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if CRC and Berry are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Berry. Termination of such

 

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agreements, payments of fees and other expenses incurred in connection with change of control or other provisions triggered as a result of the Merger may negatively affect Berry’s business, operations and financial results prior to the completion of the Merger and many continue to negatively affect the combined company following the completion of the Merger.

After the Merger is completed, Berry Stockholders will have their rights as stockholders governed by CRC’s organizational documents.

Upon completion of the Merger, Berry Stockholders will no longer be stockholders of Berry, but will instead become CRC Stockholders. Former Berry Stockholders will instead have rights as CRC Stockholders that differ from the rights they had as Berry Stockholders before the Merger. For a detailed comparison of the rights of CRC Stockholders to the rights of Berry Stockholders, see the section entitled “Comparison of Stockholder Rights” beginning on page 159 of this proxy statement/prospectus.

Risks Related to CRC’s Business

You should read and consider risk factors specific to CRC’s business that will also affect CRC after the Merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of CRC’s Annual Report on Form 10-K for the year ended December 31, 2024 and in any updates to those risk factors set forth in CRC’s Quarterly Reports on Form 10-Q and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 175 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

Risks Related to Berry’s Business

You should read and consider risk factors specific to Berry’s business that will also affect CRC after the Merger. These risks are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Berry’s Annual Report on Form 10-K for the year ended December 31, 2024 and in any updates to those risk factors set forth in Berry’s Quarterly Reports on Form 10-Q and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 175 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.

 

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

The Special Meeting will be held on December 15, 2025, at 10:00 a.m., Central Time, via the Internet at www.virtualshareholdermeeting.com/BRY2025SM, with registration and log-in beginning at 9:45 a.m., Central Time, on that date. You will not be able to attend the Special Meeting in person.

Attending the Special Meeting

The Special Meeting will be held in a virtual meeting format only on December 15, 2025 via the Internet at www.virtualshareholdermeeting.com/BRY2025SM, with registration and log-in beginning at 9:45 a.m., Central Time, that day. You will need the 16-digit control number provided on your proxy card or voting instruction card in order to participate in the Special Meeting. You will not be able to attend the Special Meeting in person.

Berry Stockholders attending the meeting virtually will have the ability to fully participate in the Special Meeting, including the ability to ask questions and vote during the meeting, from any remote location that has Internet connectivity. The virtual meeting platform is fully supported across most Internet browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plug-ins. Participants should ensure that they have a sufficient Internet connection. Online access will open at 9:45 a.m., Central Time, 15 minutes prior to the start of the Special Meeting, to allow time for Berry Stockholders to log in and test their system and Internet connectivity. Berry will offer live technical support for all Berry Stockholders attending the meeting. If Berry Stockholders encounter any difficulties accessing or logging into the meeting, please call the technical support number that will be provided in the virtual meeting log-in page.

Berry Stockholders who participate in the Special Meeting via the Special Meeting website will be considered to have attended the Special Meeting and to have been present at the Special Meeting “in person,” including for purposes of determining a quorum and counting votes.

Purpose of the Special Meeting

The purpose of the Special Meeting is to consider and vote on the Merger Agreement Proposal, the Advisory Compensation Proposal and the Adjournment Proposal. Approval of the Merger Agreement Proposal is a condition to the obligation of Berry and CRC to complete the Merger. Approval of the Advisory Compensation Proposal and the Adjournment Proposal are not conditions to the obligation of either Berry or CRC to complete the Merger.

Recommendation of the Berry Board

The Berry Board unanimously recommends that Berry Stockholders vote “FOR” the Merger Agreement Proposal, “FOR” the Advisory Compensation Proposal; and “FOR” the Adjournment Proposal.

For additional information on the recommendation of the Berry Board, see the section entitled “The Merger—Recommendation of the Berry Board and Its Reasons for the Merger” beginning on page 68.

Record Date, Outstanding Shares, Stockholders Entitled to Vote and Voting Rights

Only holders of record of issued and outstanding shares of Berry Common Stock as of the close of business on October 30, 2025, the Record Date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting.

 

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As of the Record Date, there were 77,607,094 shares of Berry Common Stock issued and outstanding and entitled to vote at the Special Meeting. You may cast one vote for each share of Berry Common Stock that you held as of the close of business on the Record Date.

In accordance with the Berry Bylaws, Berry will maintain at its corporate offices in Dallas, Texas, a list of the stockholders of record entitled to attend and vote during the Special Meeting. The list will be open to the examination of any Berry Stockholder, for purposes germane to the Special Meeting, during ordinary business hours for ten days before the Special Meeting. If you want to inspect the stockholder list, please contact Berry’s General Counsel and Corporate Secretary at StakeholderEngagement@bry.com.

Voting by Berry’s Directors and Executive Officers

As of the Record Date, Berry’s directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 1,171,775 shares of Berry Common Stock. These shares represent 1.5% of the total outstanding voting power of outstanding Berry Common Stock as of that date.

Berry currently expects that all of its directors and executive officers will vote their shares “FOR” the Merger Agreement Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

Quorum, Abstentions and Broker Non-Votes

A quorum of Berry Stockholders is necessary for Berry to hold a valid meeting. Berry Stockholders representing a majority of the voting power of all of the shares entitled to vote at the Special Meeting, present virtually or by proxy, will constitute a quorum for all purposes. Abstentions, withheld votes and broker non-votes will be counted towards a quorum.

If you submit a properly executed proxy card, even if you do not vote for any of the proposals or vote to “ABSTAIN” in respect of each proposal, your shares of Berry Common Stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the Special Meeting. Shares of Berry Common Stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the broker, bank or other nominee, and shares of Berry Common Stock with respect to which the beneficial owner otherwise fails to vote, will not be considered present and entitled to vote at the Special Meeting for the purpose of determining the presence of a quorum.

A broker non-vote will result if your broker, bank or other nominee returns a proxy but does not provide instruction as to how shares should be voted on a particular matter. It is not expected that there will be any broker non-votes at the Special Meeting. However, if there are any broker non-votes, the shares will not be considered present and entitled to vote at the Special Meeting for the purpose of determining the presence of a quorum.

Executed but unvoted proxies will be voted in accordance with the recommendations of the Berry Board (i.e., “FOR” all of the proposals).

Vote Required

Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Berry Common Stock entitled to vote thereon. Abstentions will have the same effect as a vote “AGAINST” the Merger Agreement Proposal, and failure to vote and broker non-votes will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Approval of the Advisory Compensation Proposal requires the affirmative vote of a majority of the votes cast on the Advisory Compensation Proposal. Abstentions, failure to vote, and broker non-votes will have no effect on the outcome of the vote.

 

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Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the Adjournment Proposal. Abstentions, failure to vote, and broker non-votes will have no effect on the outcome of the vote.

How to Vote

Berry Stockholders, whether holding shares directly as stockholders of record or beneficially in “street name,” may vote on the Internet by going to the web address provided on the enclosed proxy card and following the instructions for Internet voting, by phone using the toll-free phone number listed on the enclosed proxy card, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Berry Stockholders of record may vote their shares or submit their proxies in one of the following ways:

 

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Telephone: By phone (following the instructions by the deadline specified on the proxy card);

 

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Internet: By the Internet (following the instructions by the deadline specified on the proxy card);

 

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Mail: Complete, sign and return your proxy or voting instruction card via mail. If you vote by mail, your proxy card must be received by December 14, 2025; or

 

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Voting Virtually at the Special Meeting: To vote virtually at the Special meeting, visit www.virtualshareholdermeeting.com/BRY2025SM and enter the 16-digit control number included on your proxy card or voting instruction card that accompanied your proxy materials.

Berry Stockholders who hold their shares in “street name” by a broker, bank or other nominee should refer to the voting instruction form or other information forwarded by their broker, bank or other nominee for instructions on how to vote their shares.

Even if you plan to attend the Special Meeting virtually, the Berry Board recommends that you vote your shares in advance of the Special Meeting to ensure that your vote will be counted even if you later decide not to attend the Special Meeting.

Revocation of Proxies and Changes to a Berry Stockholder’s Vote

If you are a Berry Stockholder of record, you may revoke your proxy prior to its exercise at the Special Meeting by:

 

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voting again by properly submitting a new, revised proxy card or voting by Internet or telephone, as applicable, on a date later than your prior proxy, but prior to the closing of the polls during the Special Meeting;

 

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sending a written notice of revocation to Berry’s Corporate Secretary at 16000 North Dallas Parkway, Suite 500, Dallas, Texas 75248, which must be received prior to 11:59 p.m., Eastern Time, on December 14, 2025; or

 

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attending the Special Meeting and voting via the Special Meeting website during the Special Meeting, although attendance at the Special Meeting alone is not sufficient to revoke a prior properly submitted proxy.

If you are a beneficial owner of Berry Common Stock held through a bank, broker or other nominee, you must follow the specific instructions provided to you by your bank, broker or other nominee to change or revoke any instructions you have already given to your bank, broker or other nominee. You may also change your vote by attending the Special Meeting and voting via the Special Meeting website during the Special Meeting. See the answer to the question “How can I attend the Special Meeting?” in the section entitled “Questions and Answers” beginning on page 1 of this proxy statement/prospectus for additional information.

 

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Inspector of Election

The votes at the Special Meeting will be counted by an independent inspector of elections appointed by Berry.

Solicitation of Proxies

The enclosed proxy card is being solicited by Berry and the Berry Board. In addition to solicitation by mail, Berry’s directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation.

Berry has retained Innisfree to assist in the solicitation process. Berry will pay Innisfree a fee of $40,000, plus fees and expenses for its assistance in the solicitation process. Berry also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Berry will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of Berry Common Stock held of record by such nominee holders. Berry will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Adjournment

Berry Stockholders may be asked to vote to approve the adjournment of the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes cast at the Special Meeting to approve the Merger Agreement Proposal. The adjourned meeting may take place without further notice other than by an announcement made at the Special Meeting. In a subsequent reconvening of the Special Meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Regardless of the results of voting for the Adjournment Proposal, the Berry Bylaws allow the chairman of the Special Meeting to adjourn the Special Meeting at his or her discretion, subject to the terms of the Merger Agreement.

Under the terms of the Merger Agreement, Berry is permitted (and will, if requested in writing by CRC at least one day prior to the Special Meeting, in the case of (A) or (C) for up to ten business days, with the applicable number of days to be selected by CRC) to postpone or adjourn the Special Meeting (though not to any date less than four business days prior to March 14, 2026 (subject to up to two three-month extensions by CRC or Berry upon written notice in certain circumstances under the Merger Agreement)) (the “Outside Date”) if, (A) Berry is unable to obtain a quorum of Berry Stockholders, (B) the Berry Board has determined in good faith (after consultation with outside legal counsel) that such delay is required (x) by applicable law or (y) to allow for the dissemination of any supplement or amendment to the proxy statement/prospectus that is required to be filed and disseminated under applicable law or (C) after consultation, Berry or CRC believes in good faith that such adjournment or postponement is reasonably necessary to solicit additional proxies for the purpose of obtaining the Berry Stockholder Approval, in each case as long as the date of the Special Meeting is not postponed or adjourned more than ten business days in connection with any one postponement or adjournment or more than an aggregate of twenty business days from the original date (excluding any adjournments or postponements required by applicable law).

Questions and Additional Information

If you have any questions about how to vote or direct a vote in respect of your shares of Berry Common Stock, you may contact Innisfree, Berry’s proxy solicitor, toll-free at (877) 750-8334, or for brokers and banks, at (212) 750-5833.

 

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If you need assistance in completing your proxy card or have questions regarding the Special Meeting, contact:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

Stockholders may call toll-free: (877) 750-8334

Banks and Brokerage Firms may call collect: (212) 750-5833

The matters to be considered at the Special Meeting are of great importance to the Berry Stockholders. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference into this proxy statement/prospectus and submit your proxy by phone or the Internet or complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid envelope. If you submit your proxy by phone or the Internet, you do not need to return the enclosed proxy card.

 

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PROPOSAL 1: THE MERGER AGREEMENT PROPOSAL

It is a condition to the completion of the Merger that Berry Stockholders approve the Merger Agreement Proposal. In the Merger, each Berry Stockholder will receive, for each eligible share of Berry Common Stock that is issued and outstanding as of immediately prior to the Effective Time, the Merger Consideration of 0.0718 shares of CRC Common Stock, further described in the sections entitled “The Merger—Merger Consideration” and “The Merger Agreement—Merger Consideration” beginning on pages 53 and 106, respectively.

If Berry Stockholders fail to approve the Merger Agreement Proposal, the Merger will not occur.

Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Berry Common Stock entitled to vote thereon. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. Failure to vote on the Merger Agreement Proposal will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

The Berry Board unanimously recommends a vote “FOR” the Merger Agreement Proposal.

 

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PROPOSAL 2: THE ADVISORY COMPENSATION PROPOSAL

Pursuant to Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, which were enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, Berry is required to provide its stockholders the opportunity to vote to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Berry’s named executive officers that is based on or otherwise relates to the Merger, as described in the section entitled “The Merger—Interests of Certain Berry Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to Berry’s Named Executive Officers in Connection with the Merger” beginning on page 99. Accordingly, Berry Stockholders are being provided the opportunity to express their views on the compensation of Berry’s named executive officers.

As an advisory vote, this proposal is not binding upon Berry or the Berry Board or CRC or the CRC Board, and approval of this proposal is not a condition to completion of the Merger and is a vote separate and apart from the Merger Agreement Proposal. Accordingly, you may vote to approve the Merger Agreement Proposal and vote not to approve the Advisory Compensation Proposal and vice versa. Because the Merger-related executive compensation to be paid in connection with the Merger is based on the terms of the Merger Agreement as well as the contractual arrangements with Berry’s named executive officers, such compensation will be payable, regardless of the outcome of this advisory vote, if the Merger Agreement Proposal is approved (subject only to the contractual conditions applicable thereto). For the avoidance of doubt, the approval of the Advisory Compensation Proposal is not a condition to the closing of the Merger or otherwise required to effectuate the Merger. However, Berry seeks the support of its stockholders and believes that stockholder support is appropriate as the executive compensation programs are designed to incentivize executives to successfully execute a transaction such as that contemplated by the Merger Agreement Proposal from its early stages until consummation. Accordingly, holders of shares of Berry Common Stock are being asked to vote on the following resolution:

RESOLVED, that the stockholders of Berry Corporation (bry) approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to the named executive officers of Berry Corporation (bry) that is based on or otherwise relates to the Merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Merger—Interests of Certain Berry Directors and Executive Officers in the Merger—Quantification of Potential Payments and Benefits to Berry’s Named Executive Officers in Connection with the Merger” (which disclosure is required pursuant to Item 402(t) of Regulation S-K).

Approval of the Advisory Compensation Proposal requires the affirmative vote of the majority of votes cast on the Advisory Compensation Proposal, assuming a quorum is present. Abstentions, broker non-votes, and failure to vote will have no effect on the outcome of the vote.

The Berry Board unanimously recommends a vote “FOR” the Advisory Compensation Proposal.

 

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PROPOSAL 3: THE ADJOURNMENT PROPOSAL

Berry Stockholders may be asked to vote to approve the adjournment of the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes cast at the Special Meeting to approve the Merger Agreement Proposal.

The adjourned meeting may take place without further notice other than by an announcement made at the Special Meeting. In a subsequent reconvening of the Special Meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the Adjournment Proposal, regardless of whether a quorum is present. Abstentions, broker non-votes, and failure to vote will have no effect on the outcome of the vote.

The Berry Board unanimously recommends a vote “FOR” the Adjournment Proposal.

Regardless of the results of voting for the Adjournment Proposal, the Berry Bylaws allow the chairman of the Special Meeting to adjourn the Special Meeting at his or her discretion, subject to the terms of the Merger Agreement.

 

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THE MERGER

This section of the proxy statement/prospectus describes the material aspects of the proposed Merger. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus, including the full text of the Merger Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, for a more complete understanding of the proposed Merger and the transactions related thereto.

Parties to the Merger

California Resources Corporation

CRC is an independent energy and carbon management company committed to energy transition. CRC is committed to environmental stewardship while safely providing local, responsibly sourced energy. CRC is also focused on maximizing the value of its land, mineral ownership, and energy expertise for decarbonization by developing carbon capture and storage (CCS) and other emissions-reducing projects.

CRC was incorporated in Delaware in 2014. CRC Common Stock is listed and traded on the NYSE under the symbol “CRC” and its principal executive offices are located at 1 World Trade Center, Suite 1500, Long Beach, California 90831; its telephone number at that location is (888) 848-4754. Additional information about CRC is included in documents incorporated by reference into this proxy statement/prospectus. See the section titled “Where You Can Find More Information” beginning on page 175.

Berry Corporation (bry)

Berry is a publicly traded western United States independent upstream energy company with a focus on onshore, low geologic risk, long-lived oil and gas reserves. Berry operates in two business segments: (i) exploration and production and (ii) well servicing and abandonment services. Berry’s E&P assets, located in California and Utah, are characterized by high oil content and are predominantly located in rural areas with low population. Berry’s California assets are in the San Joaquin Basin (100% oil), and its Utah assets are in the Uinta Basin (65% oil). Berry provides well servicing and abandonment services to third party operators in California and its California E&P operations through CJWS.

Berry was incorporated in Delaware in 2017. Berry Common Stock is listed and traded on the NASDAQ under the symbol “BRY” and its principal executive offices are located at 16000 N. Dallas Parkway, Suite 500, Dallas, Texas 75248; its telephone number at that location is (661) 616-3900. Additional information about Berry is included in documents incorporated by reference into this proxy statement/prospectus. See the section titled “Where You Can Find More Information” beginning on page 175.

Dornoch Merger Sub, LLC

Merger Sub is a direct, wholly-owned subsidiary of CRC and was formed solely for the purpose of effecting the Merger. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Berry, with Berry surviving as a direct, wholly-owned subsidiary of CRC. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, including the preparation of applicable regulatory filings in connection with the Merger.

Merger Sub was formed in Delaware on August 5, 2025. Merger Sub’s principal executive offices are located at 1 World Trade Center, Suite 1500, Long Beach, California 90831; its telephone number at that location is (888) 848-4754.

Transaction Structure

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into Berry, the separate corporate existence of Merger Sub

 

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will cease, and Berry will continue as the surviving corporation in the Merger (the “Surviving Corporation”) and a direct, wholly-owned subsidiary of CRC, and the separate corporate existence of CRC will continue unaffected by the Merger. The Merger will have the effects set forth in the Merger Agreement and the relevant provisions of the DGCL.

Merger Consideration

On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of Berry Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be automatically cancelled and cease to exist and will be converted into, and exchangeable for 0.0718 shares of CRC Common Stock. Shares of Berry Common Stock are currently listed on the NASDAQ under the symbol “BRY.” Shares of CRC Common Stock are listed on the NYSE under the symbol “CRC.” We encourage you to obtain current quotes for both Berry Common Stock and CRC Common Stock.

Background of the Merger

The following is a summary of the key events leading up to the signing of the Merger Agreement and certain of the key meetings, negotiations, discussions and actions by and between CRC and Berry and their respective advisors that preceded the public announcement of the transaction; it does not purport to catalogue every conversation or interaction among representatives of CRC and Berry.

Over the past several years, the Berry Board, with the assistance of Berry management and third-party advisors, has considered and evaluated various strategic and financial alternatives to leverage the value of Berry’s assets to maximize stockholder value. This has included regular reviews and evaluations of Berry’s long-term strategic plans and goals, overall industry trends and Berry’s operations, future growth opportunities, competitive position and risks in light of then-current business, economic, political and regulatory conditions. Additionally, Berry has actively explored strategic combinations with multiple parties, including with CRC, as well as various acquisition opportunities and other strategic alternatives. With respect to CRC, during this period, CRC and Berry engaged in exploratory discussions regarding exploring a potential combination, but until 2025 these discussions never advanced beyond a preliminary stage.

In October 2021, after broadly considering a wide variety of strategic alternatives, including mergers, sales, acquisitions and take private transactions, Berry engaged a global investment bank (“Financial Advisor A”) as its financial advisor to launch a sale-focused strategic alternative process for Berry (the “First Process”). The engagement letter with Financial Advisor A was executed on October 5, 2021, and was supplemented from time to time until terminated on March 23, 2022. Financial Advisor A reached out to approximately 30 different potential counterparties, including CRC, regarding the possibility of a strategic transaction. Fewer than 10 potential counterparties executed confidentiality agreements and only Party A, a publicly traded oil and gas company, progressed to substantive discussions on structuring and due diligence. Ultimately, no indicative proposals were submitted, and the First Process was terminated by early 2022.

In April 2022, Berry engaged Guggenheim Securities to lead a sale-focused strategic alternatives process (the “Second Process”). The engagement letter with Guggenheim Securities was executed on April 4, 2022, and has been supplemented from time to time. The Berry Board decided to engage Guggenheim Securities for the Second Process for a number of reasons, including their expertise, reputation and experience advising small-to-mid-cap companies with mid-market transactions, as well as their qualifications and experience in the upstream oil and gas industry, generally.

During the Second Process, at Berry’s direction, Guggenheim Securities reached out to some of the same potential counterparties contacted in the First Process, including CRC and Party A, in addition to approximately 30 potential counterparties that were not contacted in the First Process, including Party B, a private asset manager with traditional oil and gas and renewable energy assets. Ultimately, no indicative proposals were

 

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submitted with multiple potential counterparties citing risks related to the adverse political and regulatory environment in California and a perceived significant valuation disconnect between the price of Berry Common Stock and Berry’s net asset value. However, over the course of 2023 and 2024, Berry continued to engage with several of the potential counterparties contacted through the Second Process regarding strategic combinations, including CRC, Party A and Party B. On January 3, 2023, Berry and Party A entered into an amendment to the confidentiality agreement executed during the First Process, which extended the terms of the prior confidentiality agreement and contained a customary standstill provision that terminated September 14, 2025.

Throughout this same time period, Berry continued to actively evaluate and pursue other acquisitions and transactions of varying nature, type and significance, both within and outside of California. The Berry Board and management were highly focused on gaining scale as well as geographic and product diversification to drive long-term value creation for stockholders. Among other reasons for this strategy, the Berry Board and management believed that small-cap sub-scale oil and gas companies like Berry have consistently traded at a discount relative to the multiple of larger market cap peers and also have found it more difficult to access debt capital at attractive rates compared to industry peer companies with larger market capitalizations. Notwithstanding generating significant free cash flow in 2023 and 2024, Berry Common Stock consistently traded at a lower trading multiple than its larger market cap peers. Additionally, despite significant efforts over 2023 and 2024, Berry’s ability to access the high yield debt markets or obtain traditional financing to refinance the 2026 Notes (as defined below) was severely limited, primarily due to concerns about the California regulatory and political environment coupled with Berry’s lack of scale and diversification. The ability to refinance and extend its debt maturities directly impacts Berry’s liquidity and its ability to pursue acquisitions, reinvestment or strategic combinations. The Berry Board believed that a refinancing in connection with a transaction was the optimal path and would provide multiple benefits. During all of these discussions with potential strategic and financial counterparties, Berry representatives indicated a willingness to evaluate any proposed transaction to determine if it would provide the best value for Berry Stockholders, but, with the exception of Party A (as described below), no communications progressed to substantive value discussions or negotiations with meaningful due diligence.

In December 2023, a representative of Party A contacted Danielle Hunter, President of Berry, and expressed interest in advancing discussions of a potential strategic transaction and conducting initial due diligence. Berry management, together with Guggenheim Securities, updated the Berry Board regarding the status of discussions with Party A on January 18, 2024, and the Berry Board confirmed its support for re-engaging with Party A to explore a potential strategic transaction.

On February 4, 2024, Fernando Araujo, Berry’s Chief Executive Officer, received via email a non-binding proposal from Party A’s chief executive officer and independent non-executive chairman, proposing an at-market, stock-for-stock merger of the two companies with Party A continuing as the surviving publicly traded parent company (the “Party A Proposal”). Based on then-prevailing market prices, Berry Stockholders would own approximately 50% of the combined company. For governance terms, the Party A Proposal contemplated that the combined company’s board would have an equal number of independent directors from each of Berry’s board and Party A’s board, as well as Party A’s chief executive officer, and that the Party A executive team would manage the combined company with some or all of Berry’s management team offered positions in the combined company. The Party A Proposal also contemplated a post-closing refinancing of the 2026 Notes (as defined below).

On February 5, 2024, the Berry Board held a meeting in which Berry management and representatives of Guggenheim Securities also participated. Berry management reviewed the terms of the Party A Proposal, and Guggenheim Securities reviewed its preliminary financial analysis of Party A and of the potential strategic combination. Guggenheim Securities also reviewed from a financial point of view other strategic alternatives together with the risks and challenges associated with each option, including the significant standalone refinancing risk in the prevailing California regulatory environment. After discussing, the Berry Board authorized continued engagement and mutual due diligence regarding a potential combination with Party A.

 

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Over the next several months, Berry and Party A, together with the assistance of their respective outside legal counsel and financial advisors, engaged in mutual due diligence and discussions with respect to a potential strategic combination. During this period, in addition to extensive mutual due diligence, there were multiple meetings between and amongst members of the Berry Board and management and Party A board and management, including a meeting of the Berry Board independent directors Renée Hornbaker, Anne Mariucci and Rajath Shourie with Party A’s chief executive officer and chief financial officer, and a meeting of several of the Berry Board members and management with Party A’s board members and management.

In late March 2024, Party A communicated to Berry that it believed it was necessary to pause discussions while Party A completed an unrelated transaction that it had been pursuing simultaneously but had progressed more quickly than the potential Berry combination. Party A also communicated its view that by first completing the unrelated transaction, the combined company resulting from a combination of Berry and Party A would be better positioned to refinance Berry’s outstanding indebtedness.

Berry and Party A re-engaged in discussions in July 2024, with Party A communicating its desire to sign definitive transaction documentation in early August in connection with both companies’ financial reporting. However, Party A terminated discussions in early August because Party A’s Board expressed concerns regarding political and regulatory risks in California coupled with concerns regarding the potential difficulties in refinancing the outstanding indebtedness of Party A and Berry in connection with any combination transaction.

On August 9, 2024, Berry issued a press release and filed its Quarterly Report on Form 10-Q with the SEC, disclosing its financial and operating results for the quarter ended June 30, 2024. In that report, Berry disclosed that it was evaluating prospective financing arrangements to refinance its $400 million in aggregate principal amount of 7.0% senior notes due February 2026 that were issued in 2018 (the “2026 Notes”) and to extend the maturity date of Berry’s Credit Agreement with JPMorgan Chase Bank and the lenders party thereto, dated as of August 26, 2021 (the “2021 RBL Facility”), prior to the 2021 RBL Facility becoming current as of August 26, 2024 and the 2026 Notes becoming current as of February 15, 2025.

In early August 2024, the financial advisors of Party C, a publicly traded independent oil and gas company that was contacted during the Second Process but did not engage, contacted Guggenheim Securities to inquire as to whether Berry was still interested in considering a strategic transaction. Party C invited Mr. Araujo and Ms. Hunter to meet with Party C’s chief executive officer and chief financial officer while the parties attended an industry conference later that month. The parties met in person at the conference on August 20, 2024. During that meeting, Party C’s chief executive officer and chief financial officer expressed their interest in a strategic combination by which Party C would combine with Berry in an all-stock transaction. Berry entered into a confidentiality agreement with Party C on August 22, 2024, which included, among other things, a customary standstill provision that expired on August 22, 2025, and the parties began to engage in mutual due diligence shortly thereafter.

On September 16, 2024, Mr. Araujo and Ms. Hunter received via email a non-binding proposal from the chairman of the Party C board of directors and chief executive officer regarding a strategic combination pursuant to which Party C would combine with Berry in an all-stock transaction, with Berry Stockholders owning 20% of the combined company (the “Party C Proposal”). To achieve the proposed 80%-20% ownership split, Party C offered an exchange ratio that implied an at-market price at the time of the Party C Proposal. The Party C Proposal also contemplated a refinancing of Berry and Party C’s debt but did not include a financing contingency. The Party C Proposal also included proposed terms regarding the treatment of Berry’s existing equity awards in the transaction, required approvals and conditions, due diligence requirements, and targeted timing of a mid- to late- October announcement.

On September 21, 2024, the Berry Board held a meeting with Berry management and representatives of Guggenheim Securities and outside legal counsel to review the Party C Proposal. At the meeting, Guggenheim Securities reviewed with the Berry Board its preliminary financial analysis of Party C and of the potential

 

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strategic combination. After discussion, the Berry Board authorized members of Berry management to communicate to Party C’s chief executive officer that the Berry Board was interested in engaging in further mutual due diligence to further evaluate the Party C Proposal and directed Berry management and Berry’s advisors to work with Party C’s management team and advisors to negotiate the strategic combination and complete due diligence, including the evaluation of potential synergies.

In early October 2024, Party C’s chief executive officer and Ms. Hunter discussed Party C’s desire to delay the previously proposed timeline to sign definitive transaction documentation due to difficulties in finding a refinancing solution for both Party C and Berry’s debt. On October 5, 2024, the Berry Board held a meeting with Berry management and representatives of Guggenheim Securities and outside legal counsel to review the status of negotiations with Party C, including as to post-closing structural and governance matters of the combined company. The Berry Board and management also discussed Party C’s proposal to delay the timeline to sign definitive transaction documentation to early December 2024 due to Party C’s inability to find a refinancing solution for both Party C’s and Berry’s debt. The purpose of the proposed delay was to allow each of Party C and Berry to complete their respective refinancings and extend their debt maturities prior to announcement of a transaction. The Berry Board authorized management to proceed with negotiating the proposed Term Loan Credit Agreement (as defined in the Merger Agreement) to refinance the 2026 Notes and the new Revolving Credit Agreement (as defined in the Merger Agreement) to refinance the 2021 RBL Facility, with the goal of announcing the refinancing in connection with Berry’s third quarter financial reporting. Additionally, the Berry Board authorized Berry management to continue to advance diligence and negotiations with Party C with the assistance of Berry’s advisors, including with respect to certain post-closing governance issues and structuring of the combined company.

From October through December 2024, the respective members of the boards of directors and management of Berry and Party C corresponded and met several times to discuss the strategic combination, including post-closing governance and structure of the combined company, perform diligence, and negotiate definitive transaction documentation with the assistance of their respective advisors.

On November 4, 2024, Francisco Leon, the President and Chief Executive Officer of CRC, contacted Mr. Araujo to discuss CRC’s potential interest in a combination with Berry. In a subsequent discussion in late November 2024, Mr. Leon reiterated CRC’s interest in pursuing a strategic transaction with Berry, but stated an inability to immediately engage for reasons including that CRC was focused on the successful integration of Aera Energy LLC and achievement of synergies from the combination.

On November 7, 2024, Berry issued a press release and on November 8, 2024, filed its Quarterly Report on Form 10-Q with the SEC, disclosing its financial and operating results for the quarter ended September 30, 2024. In that report, Berry disclosed that it had entered into agreements regarding a comprehensive refinancing of its indebtedness, including the Term Loan Credit Agreement to redeem all of the 2026 Notes and the Revolving Credit Agreement to refinance the 2021 RBL Facility. Berry also disclosed revisions to its shareholder return model and dividend policy to comply with its new debt covenants and prioritize the repayment of debt. Thereafter, Party C, together with Berry management, also continued to pursue potential financing options with respect to the combined company either assuming or refinancing Berry’s outstanding debt.

On December 24, 2024, Berry completed its comprehensive refinancing of its indebtedness, including (i) entering into an amendment to, and borrowing under, the Term Loan Credit Agreement, (ii) entering into the Revolving Credit Agreement, (iii) terminating its outstanding obligations under the Revolving Loan and Security Agreement, dated as of August 9, 2022, among Tri Counties Bank, as lender, and CJWS and CJ Berry Well Services Management, LLC and the 2021 RBL Facility and (iv) redeeming its outstanding 2026 Notes. Among other things, the Term Loan Credit Agreement provided for the following: maturity on December 24, 2027 (which may be extended by up to two one-year increments subject to the payment of extension fees and satisfaction of other conditions), quarterly principal payments of 2.5% of the original principal plus any delayed draws, starting in March 2025, a 2.75% prepayment premium after December 24, 2026, and an additional 2% per

 

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annum interest rate in the event of a default. Berry borrowed the full $450 million initial term loan under the Term Loan Credit Agreement on December 24, 2024.

Berry continued to engage in discussions with Party C in January 2025 regarding potential financing options for the combined company. In late January, Party C notified Berry that it was turning its focus to completing its own financing transactions and was therefore discontinuing discussions with Berry. Party C expressed that it was still interested in pursuing a strategic combination later in 2025, but noted that through the course of diligence Party C had revised downward its view of Berry’s valuation due to Berry’s recent cash flow projections and thus any resumed discussions would involve Party C submitting a revised proposal with an updated exchange ratio reflecting a lower pro forma ownership in the combined company by Berry Stockholders. The Berry Board and management determined to stop exploring a strategic combination with Party C unless and until Party C reaffirmed the previously proposed 80%-20% ownership split of the combined company with a firm timeline for moving forward.

Throughout the first half of 2025, Berry management continued to evaluate potential strategic transactions and financing alternatives that may be available to Berry with a continued focus on increasing scale and improving Berry’s leverage position, including potential acquisition targets that were part of sale-side processes as well as with counterparties with whom Berry had previously engaged. The Berry Board was provided with regular updates about management’s efforts, including its discussions with CRC, Party A and Party B, and apprised of the significant challenges and strategic growth limitations facing Berry.

On January 9, 2025, Mr. Leon communicated to Mr. Araujo that CRC was ready to move forward in exploring a potential combination with Berry, and on January 13, 2025, Berry executed a mutual confidentiality agreement with CRC, which included a customary standstill provision. On January 14, 2025, Mr. Araujo advised the Berry Board regarding his discussion with CRC and the parties’ entry into the confidentiality agreement to facilitate due diligence.

On January 16, 2025, Mr. Leon and Mr. Araujo discussed CRC’s initial due diligence requests and plan for mutual management presentations. Over the next several weeks, Berry and CRC exchanged management presentations regarding their respective companies, organizational structures and assets and conducted limited due diligence, mostly focused on synergies and Berry’s Uinta Basin assets.

Later in January 2025, the chief executive officer of Party B reached out to Ms. Hunter to discuss Berry’s interest in a strategic combination with a privately-owned portfolio company of Party B engaged in oil and gas production, primarily Rockies gas. On January 24, 2025, Berry executed a mutual confidentiality agreement with Party B, which included a customary 9-month standstill provision. During February, Party B conducted initial due diligence and the parties engaged in preliminary discussions regarding a strategic combination.

On March 12, 2025, the chief executive officer of Party B contacted Ms. Hunter to preview the delivery of a formal transaction proposal, which he subsequently delivered later that same day (the “First Party B Proposal”). Under the First Party B Proposal, Berry would combine with a privately-owned portfolio company of Party B engaged in oil and gas production in an all-stock transaction whereby Party B would contribute its portfolio company to Berry in exchange for the issuance of Berry Common Stock to Party B. As a result of the transaction contemplated by the First Party B Proposal, Berry Stockholders would own 31% of the combined company, and Berry would continue as a public company controlled by Party B, which would hold 69% of the combined company. The First Party B Proposal indicated this implied a $734 million enterprise value for Berry, assuming a $4.25 per share price for Berry Common Stock, which corresponded to the 30-day volume weighted average trading price of Berry Common Stock as of the close of trading on March 6, 2025. Party B also proposed that three of the nine directors of the combined company would be designated by Berry.

The First Party B Proposal, together with materials prepared by Berry management and Berry’s financial advisor it had retained for the First Party B Proposal (“Financial Advisor B”) providing an initial assessment of

 

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the First Party B Proposal and detail about Party B’s business and assets, were delivered to the Berry Board on March 13, 2025. Ms. Hunter discussed the First Party B Proposal with the members of the Berry Board and confirmed the Berry Board’s continued interest in evaluating the First Party B Proposal and having Berry management, together with Financial Advisor B, present a more fulsome analysis of the proposed transaction and a potential response to the First Party B Proposal.

On March 24, 2025, the Berry Board held a meeting with members of Berry management and representatives of Financial Advisor B to discuss, among other topics, the First Party B Proposal. During the meeting, the Berry Board considered the proposed terms of the strategic combination with Party B and received a preliminary financial analysis of the proposed transaction from Financial Advisor B. The Berry Board, together with Berry management and Financial Advisor B, discussed the various challenges facing the oil and gas industry in the United States generally and, in relation to that, the benefit of the pro-forma positioning of the combined company with significantly greater scale and both geographic and product diversity. The Berry Board also discussed the challenges to Berry on a standalone basis, including the continued downward pressure on the stock price and trading multiples of Berry Common Stock, believed to be driven by, among other things, regulatory and political headwinds due to Berry’s California asset concentration, investors’ continued preference for larger companies with greater scale and trading volume, and concerns with respect to Berry’s relatively high leverage position and related capital constraints. After discussion, the Berry Board authorized Berry management, with the assistance of Berry’s advisors, to engage in initial negotiations and mutual due diligence with Party B to assist the Berry Board in more fully evaluating and responding to the First Party B Proposal.

On March 31, 2025, Berry engaged Vinson & Elkins to act as its legal counsel in connection with evaluating the First Party B Proposal as well as any potential strategic alternatives process. Vinson & Elkins had served as Berry’s counsel with respect to various corporate matters, including on securities law, acquisitions and divestitures, and financing matters for several years prior to this engagement.

Over the next several weeks, representatives of Berry and Party B, with the assistance of Berry’s and Party B’s respective advisors, engaged in mutual due diligence and discussions regarding a strategic combination, including with respect to commercial and operational, tax, accounting, employee, regulatory, corporate and governance matters, as well as with respect to financing the combined company. On March 28, 2025, Berry management and Berry’s advisors and representatives of Party B and its portfolio company and their advisors met to provide management presentations, during which the representatives presented information about their respective companies and discussed the strategic combination and combined company. During this time, commodities experienced volatility in line with broader markets, with industry-wide concerns about retaliation against the United States for tariffs and a potential global downturn. Between March 24, 2025 and April 17, 2025, Henry Hub spot prices decreased 17% and WTI spot prices decreased 6%, while gas-weighted equities decreased 8% and oil-weighted equities decreased 17%, resulting in significant downward pressures on the trading price of Berry Common Stock, which fell from $3.29 to $2.40.

On April 7, 2025, Party B’s chief executive officer and Ms. Hunter discussed governance matters related to the strategic combination, potential synergies, refinancing strategy, transaction structure and other corporate matters.

On April 14, 2025, Party B’s chief executive officer notified Ms. Hunter that Party B would be delivering a revised proposal reflecting a lower view of Berry’s valuation, given current market volatility, the significant changes in market conditions and then-current oil prices and outlook compared to that for gas, as well as the declining trading price of Berry Common Stock following tariff announcements on April 2, 2025 and corresponding declines in commodity prices. The Party B chief executive officer subsequently delivered the revised proposal (the “Revised Party B Proposal”) via email to Ms. Hunter, which reflected Party B’s revised views of relative value. The Revised Party B Proposal provided a lower implied at-market enterprise value of $676 million (reduced from $734 million), assuming a $3.02 per share price for Berry Common Stock, which corresponded to the 30-day volume weighted average trading price of Berry Common Stock as of the close of

 

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trading on April 14, 2025 and that Berry Stockholders would own 25% (reduced from 31%) of the combined public company that would be controlled by Party B.

On April 15, 2025, the Berry Board held a meeting with Berry management and representatives from each of Financial Advisor B and Vinson & Elkins in attendance. During the meeting, Financial Advisor B summarized the ongoing diligence process and provided their preliminary views of the Revised Party B Proposal. Vinson & Elkins reviewed fiduciary duties and governance considerations in the context of a public company sale or strategic combination, including fiduciary and governance considerations relevant to the Berry Board in light of the fact that under the terms of the Revised Party B Proposal, absent the negotiation of governance protections on behalf of Berry Stockholders, Berry would be controlled by a single large stockholder following closing of the combination. The Berry Board determined it wanted to continue to evaluate a potential response to Party B with respect to both the economic terms of the combination and key governance provisions proposed in the Revised Party B Proposal.

On April 17, 2025, the Berry Board held a meeting with Berry management and representatives from each of Financial Advisor B and Vinson & Elkins in attendance. During the meeting, Berry management first reviewed with the Berry Board updates as to Berry’s standalone plan and financial forecast, as well as various downside cases in which an extended period of low commodity prices could present covenant compliance risk under Berry’s existing debt agreements as well as liquidity concerns, given Berry’s budgeted plan for 2025 and forecast for 2026. Financial Advisor B presented an updated preliminary valuation analysis with respect to the proposed transaction with Party B contemplated in the Revised Party B Proposal and pro forma positioning of the combined company relative to Berry’s standalone plan. Vinson & Elkins discussed the Berry Board’s fiduciary duties in the context of a sale of control and the structural governance and contractual protections that the Berry Board may consider important to protect the interests of minority stockholders of the resulting pro forma company to the extent Party B would become the controlling stockholder, as well as common governance and contractual arrangements in sale of control transactions to protect the interests of minority stockholders. The Berry Board discussed the potential risks and benefits of the proposed transaction with Party B contemplated in the Revised Party B Proposal, compared to the risks and benefits of continuing on a standalone basis, including in light of Berry’s challenges to achieve scale and limited prospects, as well as the relative contributions of Berry and the Party B portfolio company to the combined business. The Berry Board also considered the recent decline in the price of Berry Common Stock in-line with the decline in oil prices, widening oil and gas price differentials and the ongoing broader market volatility and economic uncertainty after Liberation Day tariff announcements and other announcements by the Trump Administration. The Berry Board also considered potential near-term value drivers that could benefit Berry’s prospects and the price of Berry Common Stock, including anticipated regulatory reforms in California and Berry’s first operated horizontal development pad in the Uinta Basin coming online in the fall. Ultimately, in light of the above considerations, and the difficulties such factors and others presented to crystalizing relative valuations between the two companies, the Berry Board determined not to provide a formal counter offer to Party B at that time.

On April 18, 2025, Ms. Hunter notified the Party B chief executive officer of the Berry Board’s position, reiterating that the Berry Board was still interested in a strategic combination with Party B, but that additional analysis and due diligence was needed before the Berry Board could provide a formal response to the Revised Party B proposal. Ms. Hunter also noted that any counterproposal would be based on the valuation in the First Party B Proposal and the Berry Board’s view of Berry’s intrinsic value, which was not reflected in the current trading levels that were depressed due to market uncertainty and commodity price volatility. The Party B chief executive officer informed Ms. Hunter that Party B had received several offers for its business that Party B was considering. Ms. Hunter informed the Berry Board about her discussion with the Party B chief executive officer, and the Berry Board determined not to seek further engagement with Party B at that time.

On May 2, 2025, Mr. Leon delivered to Mr. Araujo a non-binding proposal to combine with Berry in an all-stock transaction with a 0.0715 fixed exchange ratio, implying Berry stockholder ownership of approximately 6% of the combined company and representing an implied 0% premium to the most recent closing trading price

 

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of Berry common stock of $2.59 on May 2, 2025 and an approximately 9% implied premium to Berry’s 20-day volume weighted average trading price as of the close of trading on May 2, 2025 (the “CRC Proposal”), which was near Berry’s 52-week low. CRC also provided a draft merger agreement and a detailed due diligence request list in conjunction with the CRC Proposal.

On May 6, 2025, the Berry Board held a special meeting to review the CRC Proposal with Berry management during which management reviewed preliminary materials provided by Guggenheim Securities. Jenarae Garland, Berry’s Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer, reviewed the Berry Board’s fiduciary duties with respect to evaluating the CRC Proposal. The Berry Board discussed with management the strategy for responding and potential responses to the CRC Proposal, as well as the engagement of legal and financial advisors to advise and support in evaluating the CRC Proposal.

The Berry Board also analyzed other potential acquisitions as well as re-evaluated Berry’s standalone prospects, including the significant cost and constraints of its Term Loan Credit Agreement and impediments to refinance it unless in connection with a strategic transaction, and Berry’s significant efforts and ongoing challenges to executing a strategic transaction. With repayment of Berry’s first lien term loan at par until December 24, 2026, increasing to 102.75% thereafter, Berry management had been continuously monitoring market conditions and pricing, all of which had materially deteriorated post-Liberation Day. The tighter covenants and structural constraints of the first lien term loan limited Berry’s access to liquidity that its assets could otherwise support. Without a strategic transaction to aid Berry in resetting its capital structure, Berry would have struggled to attract favorable terms from lenders in the current environment. Among other factors, the Berry Board considered that Berry’s small scale, California concentration and current valuation limited its access to the debt and equity markets, inhibiting Berry’s ability to fund potential growth opportunities. Berry Common Stock was trading at historical lows despite Berry being on track with regards to its budgeted plan for 2025, and the Berry Board determined that the current CRC Proposal undervalued Berry, as had the Revised Party B Proposal. The Berry Board weighed the benefits and risks of transacting at this time versus waiting for potential stock price improvement that might be realized later in the year if the anticipated regulatory reforms in California were passed and Berry’s first operated horizontal development pad in the Uinta Basin had exceptional results.

The Berry Board compared the advantages of the potential opportunities available to Berry, and again determined that, with respect to Party B, the factors impacting relative valuation were still a concern and that, given the significant value disconnect between the companies, a strategic combination with Party B should not be pursued at that time. Additionally, the Berry Board determined that it would continue its consideration of the CRC Proposal at the regularly scheduled quarterly board meeting to be held the next day on May 7, 2025.

At the May 7, 2025 board meeting, the Berry Board continued its consideration of the CRC Proposal. The Berry Board, together with Berry management, weighed the compelling strategic rationale for a combination with CRC and the concerns about the timing of moving forward with the same, given ongoing market volatility, which contributed to a near-term decline in the price of Berry Common Stock, and the potentially significant near-term value drivers both in California and Utah that the Berry Board believed were not currently reflected in Berry’s stock price. After discussion, the Berry Board authorized Mr. Araujo and Ms. Hunter to communicate to Mr. Leon, and authorized Guggenheim Securities to communicate to CRC’s financial advisor, RBC Capital Markets, LLC (“RBCCM”), that while the Berry Board would be interested in a strategic combination with CRC, the Berry Board was unwilling to engage with respect to the CRC Proposal because, among other things, the valuation offered by CRC did not represent a premium that would be in the best interests of Berry Stockholders.

On May 13, 2025, Mr. Araujo and Ms. Hunter communicated the Berry Board’s response to Mr. Leon and Michael Preston, Executive Vice President, Chief Strategy Officer and General Counsel of CRC. Mr. Leon responded that CRC expected the Berry Board to provide a counteroffer to the CRC Proposal and asked that Berry reconsider its initial response, emphasizing his belief that time was of the essence to transact. Guggenheim Securities, at the direction of the Berry Board, delivered Berry’s response to RBCCM. In response, RBCCM indicated that the CRC Proposal was intended to be a starting point for a negotiation and requested that the Berry Board reconsider its initial response and provide a formal counteroffer.

 

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On May 16, 2025, the Berry Board held a special meeting with Berry management and representatives of Guggenheim Securities to discuss the CRC Proposal. After discussion, the Berry Board authorized Guggenheim Securities to inform RBCCM that the Berry Board would be willing to engage in further discussions with CRC if the transaction resulted in the Berry Stockholders owning at least an 8% equity interest in the combined company. At the direction of the Berry Board, Guggenheim Securities delivered this message to RBCCM on May 19, 2025.

On May 20, 2025, Mr. Leon notified Mr. Araujo of the CRC Board’s negative reaction to Berry’s rejection of the CRC Proposal without providing a counterproposal and delivered a letter via email to Mr. Araujo terminating discussions while noting CRC was turning attention to other opportunities. The Berry Board was notified of CRC’s reaction and decision.

Following receipt of CRC’s letter terminating discussions, Mr. Araujo spoke with Mr. Leon. Mr. Leon again expressed disappointment in Berry’s response to the CRC Proposal but reiterated that he believed in the merits of a potential combination. Mr. Leon also stated that the CRC Board directed CRC management to focus on other priorities and that reviving any engagement would require a formal written proposal from Berry.

In May 2025, Ms. Hunter met with a representative of Party D, a private equity firm who had made contact through a member of the Berry Board, to discuss its interest in evaluating a potential take-private of Berry. On June 8, 2025, a representative of Party D emailed Ms. Hunter a formal, non-binding indication of interest from Party D regarding a potential take-private transaction. The proposal from Party D discussed strategy, financing and a proposed go-forward plan, but it did not include terms regarding price or valuation. On June 12, 2025, Berry entered into a confidentiality agreement with Party D which included, among other things, a customary standstill provision that terminated on September 14, 2025. On July 8, 2025, a Party D representative communicated to Ms. Hunter their view of Berry’s valuation would not support a take-private transaction, so Party D would not continue its evaluation.

Between June 6, 2025 and July 8, 2025, Henry Hub spot prices increased from $2.68 per MMBtu to $3.20 per MMBtu and WTI spot prices increased from $65.30 per barrel to $69.55, while the stock price for Berry Common Stock increased from $2.64 per share to $3.33 per share. In addition, there was some meaningful indication that California’s regulatory posture was becoming more supportive of responsible in-state production of oil and gas than recent history, which could benefit Berry’s and CRC’s respective businesses. During this time, Mr. Araujo and Ms. Hunter engaged in informal communications with Mr. Leon, and Ms. Hunter also communicated with a representative of Petrie Partners, one of CRC’s financial advisors, regarding the possibility of reinitiating transaction discussions in the near future and the expectations of each company’s boards with respect to deal terms and go-forward process. During these discussions, Mr. Leon expressed a willingness to re-engage in discussions regarding a strategic combination, but he emphasized that Berry would need to initiate with a formal written proposal and that time was of the essence. Mr. Araujo and Ms. Hunter emphasized the need for a market-based premium valuation with Berry sharing in the significant potential synergies anticipated in any combination. On July 3, 2025, Mr. Leon communicated to Mr. Araujo and Ms. Hunter that if Berry was interested in re-engaging to negotiate a transaction that Berry should act soon, as CRC was considering other opportunities that if acted on would preclude a transaction with Berry from happening in the near term.

On July 8, 2025, the Berry Board held a special meeting, which members of Berry management also attended. At the meeting, the Berry Board and management discussed their recent communications with Mr. Leon and with Petrie Partners, including the timing considerations expressed by Mr. Leon and management’s belief that a premium in the 10% to 20% range would be transactable. Also discussed at the meeting was Party D’s communication that it was no longer interested in pursuing a potential take-private transaction. After discussion and consideration of management’s recommendation to reinitiate discussions with CRC, which would include delivery of a formal written response to the CRC Proposal, the Berry Board authorized Mr. Araujo and Ms. Hunter to communicate the Berry Board’s interest and plan to re-engage. The Berry Board also directed management to have Guggenheim Securities prepare a refreshed preliminary valuation analysis and to have

 

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Vinson & Elkins prepare supporting transaction analysis materials to present to the Berry Board to inform a written response to the CRC Proposal, as well as a summary issues list to provide to CRC with the written counteroffer.

Following the Berry Board meeting, Mr. Araujo and Ms. Hunter communicated to Mr. Leon the outcome of the Berry Board meeting, and that the Berry Board would reconvene with the intent to prepare a formal written response to the CRC Proposal.

On July 14, 2025, Berry executed a new engagement letter with Guggenheim Securities to act as its financial advisor in connection with the potential sale of, or another extraordinary corporate transaction involving, Berry.

On July 15, 2025, the Berry Board held a meeting with members of Berry management and representatives of each of Guggenheim Securities and Vinson & Elkins in attendance. At the meeting, representatives of Guggenheim Securities reviewed Guggenheim Securities’ preliminary financial analysis of the CRC Proposal. Vinson & Elkins reviewed the Berry Board’s fiduciary duties under Delaware law in the context of the strategic combination, discussed process best practices and summarized the key legal terms and issues in CRC’s draft merger agreement. The Berry Board also discussed, together with Berry management and with the assistance of Berry’s advisors, Berry’s prior market check and outreach efforts. Among other things, the Berry Board discussed with Berry management the consensus view that Berry had substantively engaged with the most likely parties to propose a strategic combination for the Berry Stockholders. The Berry Board discussed the status of discussions with CRC, the merits and risks of the proposed transaction compared to Berry continuing to operate on a standalone basis, and authorized management, with the assistance of Berry’s advisors, to prepare and submit a counterproposal to CRC and to continue negotiations of key deal terms consistent with the Berry Board’s guidance. Vinson & Elkins also discussed with the Berry Board the key issues identified in the draft merger agreement provided by CRC with the CRC Proposal, including, among others, scope of the definition of “Material Adverse Effect”; the structure, amount and triggers for the termination fee payable by Berry to CRC in certain circumstances where the Merger Agreement has been terminated, including in the event where the Merger Agreement is terminated due to a failure to receive the Berry Stockholder Approval; regulatory efforts covenants regarding obtaining antitrust approval for the strategic combination; the lack of language allowing Berry to recover lost premium damages on behalf of its stockholders in the event of fraud or willful breach (“ConEd provision”); and the inclusion of a “force the vote” provision, requiring the Berry Board to hold a stockholder vote on the CRC transaction even if the Berry Board had subsequently changed its recommendation that Berry Stockholders approve the CRC transaction.

Later on July 15, 2025, Mr. Araujo sent Mr. Leon via email Berry’s counterproposal for Berry to combine with CRC in an all-stock transaction with a 0.0760 fixed exchange ratio, implying Berry shareholder ownership of approximately 6.8% of the combined company and an 18% premium based on the closing price of Berry Common Stock as of July 15, 2025 (the “Berry Counterproposal”). The Berry Counterproposal also included a high-level issues list regarding the Merger Agreement, which proposed, among other things, a Berry Termination Fee in the amount of 2.5% of the aggregate equity value of the transaction, removal of the “force the vote” provision and the provision requiring the payment of the Berry Termination Fee in the event where the Merger Agreement is terminated due to a failure to receive the Berry Stockholder Approval, inclusion of a ConEd provision, and revisions to the regulatory efforts covenants regarding obtaining antitrust approval for the strategic combination and definition of “Material Adverse Effect.”

On July 16, 2025, CRC counteroffered with a 0.073 fixed exchange ratio, which implied Berry Stockholder ownership of approximately 6.6% of the combined company and a 13.4% premium based on the closing price of Berry Common Stock as of July 15, 2025.

On July 17, 2025, CRC sent responses to Berry’s issues list for the Merger Agreement, including, among others, requests for the Berry Termination Fee to be equal to 5% of the aggregate equity value of the transaction,

 

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the payment of the Berry Termination Fee in the event where the Merger Agreement is terminated due to a failure to receive the Berry Stockholder Approval, a termination right for CRC upon the occurrence of a “Material Adverse Effect” with respect to Berry, the removal of a closing condition for Berry that CRC has not experienced a Material Adverse Effect, revisions to the definition of “Material Adverse Effect”; and rejection of the ConEd provision. That same day, Berry proposed a 0.0745 fixed exchange ratio, which implied Berry Stockholder ownership of approximately 6.7% of the combined company and a 15.7% premium to the closing price of Berry Common Stock as of July 15, 2025.

On July 18, 2025, CRC and Berry reached alignment to proceed towards completing due diligence and negotiating definitive agreements with the assumption that final agreement on the exchange ratio, which would be determined once the definitive agreements were substantially complete, would be within a targeted range from 0.073 to 0.0745 shares of CRC Common Stock for each share of Berry Common Stock, while also acknowledging that the boards of both companies were sensitive to valuation premiums and so the parties would also target announcing a transaction with a “mid-teens” percentage spot premium. Based on the closing price of Berry Common Stock as of July 15, 2025, 0.073 and 0.0745 fixed exchange ratios represented an approximately 13.4% and 15.7% premium, respectively. The Berry Board was apprised of the plan to move forward expeditiously together to complete mutual due diligence and negotiate definitive documentation, with the goal being to announce a transaction during August 2025.

On July 21, 2025, Vinson & Elkins, on behalf of Berry, sent a revised draft of the Merger Agreement to CRC’s counsel, Sullivan & Cromwell. The revised draft reflected Berry’s position on key terms that were outlined in the initial issues list exchanged with CRC.

On July 24, 2025, Sullivan & Cromwell, on behalf of CRC, sent a revised draft of the Merger Agreement to Vinson & Elkins, reflecting CRC’s responses to Berry’s initial issues list that it had provided previously.

On July 25, 2025, the Berry Board met to discuss next steps on negotiating a transaction, which members of management and representatives of each of Vinson & Elkins and Guggenheim Securities also attended. During the meeting, Guggenheim Securities reviewed implied premiums and ownership ranges based on the range of the exchange ratios then being discussed.

That same day, the Berry Compensation Committee met with representatives of Vinson & Elkins and the Berry Compensation Committee’s independent compensation advisor, Meridian, to discuss matters related to the Merger, including preliminary compensation and retention considerations with respect to the Merger.

On July 28, 2025, Vinson & Elkins, on behalf of Berry, sent a further revised draft of the Merger Agreement to Sullivan & Cromwell. Vinson & Elkins’ revised draft included, among other things, the following changes: lowering the Berry Termination Fee amount from 5% to 3% of the aggregate equity value of the transaction, rejecting payment of the Berry Termination Fee in the event where the Merger Agreement is terminated due to a failure to receive the Berry Stockholder Approval, removing the right for CRC to terminate the merger agreement upon a “Material Adverse Effect” to Berry, revising the definition of “Material Adverse Effect” to exclude any effects arising out of, attributable to or relating to an application of law following the execution of the Merger Agreement, and reinserting the ConEd provision. On July 30, 2025, representatives of Vinson & Elkins and Sullivan & Cromwell held a meeting to discuss material open issues in the latest draft of the Merger Agreement, including the Berry Termination Fee and the payment of the Berry Termination Fee in the event where the Merger Agreement is terminated due to a failure to receive the Berry Stockholder Approval, Berry’s closing condition regarding no occurrence of a “Material Adverse Effect” of CRC, and the regulatory efforts covenants regarding obtaining antitrust approval for the strategic combination. Later that day, the Berry Board held a meeting with members of Berry management and representatives of each of Vinson & Elkins and Guggenheim Securities in attendance. During the meeting, the Berry Board reviewed the key open issues in the Merger Agreement, and discussed the process and timing for reaching agreement on principal terms.

 

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On July 31, 2025, Sullivan & Cromwell, on behalf of CRC, sent a revised draft of the Merger Agreement to Vinson & Elkins. Among other things, this draft included changes to the “Material Adverse Effect” definition to permit effects arising out of, attributable to or relating to an application of law following the execution of the Merger Agreement to be taken into account in whether a “Material Adverse Effect” has occurred, proposed a Berry Termination Fee amount of 4.5% of the aggregate equity value of the transaction, removed the ConEd provision, and proposed that Berry pay CRC’s reasonable, documented, out-of-pocket expenses in the event where the Merger Agreement is terminated due to a failure to receive the Berry Stockholder Approval (subject to a cap to be determined). Later that day, members of Berry management, members of CRC management and representatives of each of Vinson & Elkins and Sullivan & Cromwell held a meeting to discuss the changes to the “Material Adverse Effect” definition in the latest draft of the Merger Agreement received by Berry.

On August 3, 2025, members of Berry management, members of CRC management and representatives of each of Vinson & Elkins and Sullivan & Cromwell held a meeting to discuss material open items in the Merger Agreement, including the Berry Termination Fee, the payment of CRC’s reasonable, documented, out-of-pocket expenses in the event where the Merger Agreement is terminated due to a failure to receive the Berry Stockholder Approval, Berry’s closing condition regarding no occurrence of a “Material Adverse Effect” of CRC, and the regulatory efforts covenants regarding obtaining antitrust approval for the strategic combination.

On August 4, 2025, Vinson & Elkins, on behalf of Berry, sent a revised draft of the Merger Agreement to Sullivan & Cromwell. Among other things, this draft revised the “Material Adverse Effect” definition to permit effects resulting from application of California law following the execution of the Merger Agreement to be taken into account in whether a “Material Adverse Effect” has occurred (such effects, the “Specified Effects”), and included a reverse termination fee (amount to be determined) to be paid to Berry in the event the Merger Agreement was terminated on account of the Specified Effects (the “CRC Termination Fee”). It also proposed a Berry Termination Fee amount of 3.5% of the aggregate equity value of the transaction and a cap of 0.75% of the aggregate equity value of the transaction on the amount of CRC’s expenses to be reimbursed by Berry in the event where the Merger Agreement is terminated due to a failure to receive the Berry Stockholder Approval.

Later that day, Jody Johnson, Vice President and Deputy General Counsel at CRC, emailed Ms. Garland with additional proposals and edits to the Merger Agreement, including confirmation of accepting Berry’s proposed changes to the definition of “Material Adverse Effect” in its latest draft of the Merger Agreement, a Berry Termination Fee amount of 4.25% of the aggregate equity value of the transaction and a cap of $5 million on the amount of CRC’s expenses to be reimbursed by Berry in the event where the Merger Agreement is terminated due to a failure to receive the Berry Stockholder Approval.

On August 5, 2025, the Berry Board held a regular quarterly meeting, with members of Berry management and representatives of each of Vinson & Elkins and Guggenheim Securities in attendance for a portion of the meeting. At the meeting, among other things, Berry management with the assistance of Berry’s advisors provided an update on the status of negotiations with CRC, reviewed the principal open issues in the Merger Agreement, and discussed the strategy for resolving outstanding points and moving toward signing.

On August 6, 2025, Sullivan & Cromwell, on behalf of CRC, sent a revised draft of the Merger Agreement to Vinson & Elkins, reflecting CRC’s responses to Berry’s latest proposals. Among other things, this draft rejected the CRC Termination Fee, proposed a Berry Termination Fee amount of 4.25% of the aggregate equity value of the transaction, proposed a cap of $5 million on the amount of CRC’s expenses to be reimbursed by Berry in the event where the Merger Agreement is terminated due to a failure to receive the Berry Stockholder Approval, and removed the ConEd provision.

On August 7, 2025, CRC indicated its preference to adjust the timeline for finalizing the transaction to after the then-upcoming September California legislative session in view of the potential legislative reforms to support in-state production being considered during the session. Mr. Leon offered to meet with the Berry Board to directly express his preference of finalizing the transaction on this timeline, and it was agreed that Mr. Leon and

 

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CRC’s Board Chair, Tiffany (TJ) Thom Cepak, would meet with Mr. Araujo, Ms. Hunter and Berry’s Board Chair, Ms. Hornbaker, to discuss CRC’s request.

On August 8, 2025, the Berry Board held a special meeting and discussed the status of negotiations and CRC’s request to adjust the timeline for finalizing the transaction with Berry management. The Berry Board considered the potential positive impacts to Berry’s business from California’s efforts to boost in-state oil and gas production, which would be further enhanced by a combination with CRC. After discussion, the Berry Board remained supportive of continuing to pursue the combination subject to positive discussions between principals, subject to resolution of remaining issues.

At a telephonic meeting on August 10, 2025 attended by Mr. Araujo, Ms. Hunter, Ms. Hornbaker, Mr. Leon and Ms. Cepak, the companies expressed mutual support for continuing to pursue the combination on an adjusted timeline.

Between August 10 and August 24, 2025, Berry continued to respond to diligence requests from CRC and, on August 24, sent a draft of the Company Disclosure Letter (as defined in the section entitled “The Merger Agreement—Explanatory Note Regarding the Merger Agreement” beginning on page 105 of this proxy statement/prospectus) to CRC for review in connection with the Merger Agreement. Over the next few weeks, Berry and CRC exchanged drafts of the Company Disclosure Letter.

On September 4, 2025, Vinson & Elkins, on behalf of Berry, sent a revised draft of the Merger Agreement to Sullivan & Cromwell. Among other things, it reinserted the ConEd provision, and proposed a Berry Termination Fee amount equal to 3.5% of the aggregate equity value of the transaction, and proposed a CRC Termination Fee in an amount equal to the Berry Termination Fee payable by CRC to Berry in the event that the Merger Agreement is terminated due to a “Material Adverse Effect” of CRC or Berry related to any application of any applicable California state law following the date of the Merger Agreement, or any proceeding to enforce any such application.

On September 8, 2025, Sullivan & Cromwell, on behalf of CRC, sent a revised draft of the Merger Agreement to Vinson & Elkins. Among other things, the draft deleted the ConEd provision and the CRC Termination Fee and proposed a Berry Termination Fee amount equal to 4.0% of the aggregate equity value of the transaction.

On September 10, 2025, the Berry Board held a meeting at which members of Berry management and representatives of each of Vinson & Elkins and Guggenheim Securities were present. At the meeting, Berry management, with the assistance of Berry’s legal counsel, provided an update on the status of the Merger Agreement negotiations with CRC, reviewed the remaining open items in the Merger Agreement and discussed the process and timing for finalizing the agreement. The Berry Board also discussed Berry’s prior market check and outreach efforts, including the engagement of financial advisors and outreach to a broad set of potential counterparties.

On September 11, 2025, members of Berry management, members of CRC management and representatives of each of Vinson & Elkins and Sullivan & Cromwell discussed the remaining open items in the Merger Agreement.

Later on September 11, 2025, Vinson & Elkins, on behalf of Berry, sent a draft Merger Agreement to Sullivan & Cromwell, which reserved on the key commercial points being discussed between members of management at each of CRC and Berry.

The evening of September 12, 2025, Vinson & Elkins, on behalf of Berry, sent a draft of the Merger Agreement to Sullivan & Cromwell. Among other things, this draft included a Berry Termination Fee in an amount equal to 3.9% of the aggregate equity value of the transaction, language requiring CRC to use reasonable

 

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best efforts to prevent any Specified Effect from causing the failure of any of the closing conditions, the ConEd provision, subject to a cap of 15% of the total equity value of the deal at signing, and the CRC Termination Fee in the amount of $10 million.

That same evening, Mr. Araujo, Ms. Hunter and Ms. Garland met with Mr. Leon and Mr. Preston to discuss the exchange ratio and other open matters in the Merger Agreement. Mr. Leon presented CRC’s proposed exchange ratio of 0.0718, which represented an approximately 15% premium to the closing price of Berry Common Stock on September 12, 2025, which was in-line with CRC’s expectation of announcing a transaction with a spot premium at announcement not higher than a “mid-teens” percentage premium, and an approximately 17%, 21% and 24% premium to Berry’s 10-day, 20-day and 30-day volume weighted average trading price, respectively.

On September 13, 2025, the Berry Board held a meeting with members of management of Berry and representatives of each of Vinson & Elkins and Guggenheim Securities to review the proposed final exchange ratio of 0.0718 and terms of the Merger Agreement and to approve the execution of the Merger Agreement. During the meeting, Vinson & Elkins reviewed again with the Berry Board its fiduciary duties in connection with evaluating the Merger Agreement. Berry management and its advisors summarized the negotiation process, the proposed final terms of the Merger Agreement, the resolution of the key issues in the Merger Agreement as well as the Berry Board’s prior market check and outreach efforts. At the request of the Berry Board, Guggenheim Securities reviewed its financial analysis of the Exchange Ratio and rendered an oral opinion to the Berry Board to the effect that, as of such date and based upon and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Exchange Ratio was fair, from a financial point of view, to Berry Stockholders, as more fully described below under the heading “The Merger—Opinion of Guggenheim Securities, LLC, Financial Advisor to Berry”. The Berry Board discussed the potential benefits and risks of the Merger, compared to continuing on a standalone basis, and their belief that the Merger was in the best interest of the Berry Stockholders. At the conclusion of the meeting, the Berry Board unanimously (a) determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of, Berry and the Berry Stockholders, approved and declared advisable the Merger Agreement and the transactions contemplated thereby and resolved to recommend that the Berry Stockholders approve the adoption of the Merger Agreement and approve the transactions contemplated thereby on the terms and subject to the conditions set forth in the Merger Agreement, and (b) directed that the Merger Agreement be submitted to the Berry Stockholders for their adoption. Additional information regarding the reasons for this determination is described below under “The Merger—Recommendation of the Berry Board and Its Reasons for the Merger.” The Berry Board authorized Berry management to finalize the Merger Agreement within the parameters authorized by the Berry Board.

That same day, the Berry Compensation Committee met to discuss compensation matters related to the Merger, including the terms and amounts of the employee retention pool and the executive retention agreements. At the conclusion of the meeting, the Berry Compensation Committee approved the terms and amounts of the employee retention pool and the executive retention agreements.

Later that evening, Sullivan & Cromwell, on behalf of CRC, sent a revised draft of the Merger Agreement to Vinson & Elkins. This draft, among other things, proposed that CRC would not have any liability in excess of $40,255,219 (representing the premium to the Berry Stockholders implied by the Exchange Ratio) except in the case of fraud, and revised the CRC Termination Fee to an expense reimbursement whereby CRC would reimburse Berry’s expenses up to $5 million in the event of a termination due to the Specified Effects.

Also, on September 13, 2025, the California state legislature passed Senate Bill 237 (“SB 237”), which Berry and CRC had each been following closely and believed would provide for a more streamlined, consistent and reliable permitting process aimed at reversing a multi-year production decline in Kern County, California. Among other provisions, SB 237 deems a specified Kern County environmental impact report sufficient for full compliance with the requirements of the California Environmental Quality Act (CEQA) for purposes of a certain

 

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Kern County zoning ordinance related to oil and gas activities. This provision of SB 237 will become effective as of January 1, 2026, and the issuance of new well permits in Kern County is expected to resume.

On September 14, 2025, representatives of each of CRC, Sullivan & Cromwell, Berry and Vinson & Elkins met to discuss the final outstanding points of the Merger Agreement, including limiting the liability cap to $40,255,219 (representing the premium to the Berry Stockholders implied by the Exchange Ratio) plus the costs of any expenses incurred by Berry if Berry commences a suit in order to obtain payment of such damages and accepting expense reimbursement of Berry’s expenses in lieu of the CRC Termination Fee in the event of a termination due to the Specified Effects. That day, Vinson & Elkins and Sullivan & Cromwell exchanged multiple drafts of the Merger Agreement and related transaction documents to finalize the documentation. Later that evening, the Berry Board held a meeting with representatives of each of Berry management, Guggenheim Securities, and Vinson & Elkins to receive an update as to the final terms of the Merger Agreement and to review minor changes to the financial analyses that had been previously reviewed by Guggenheim Securities due to updates in share counts reflected in the final draft of the Merger Agreement. At the request of the Berry Board, Guggenheim Securities reaffirmed its oral opinion given September 13, 2025 as described above, confirmed by delivery of a written opinion dated as of September 14, 2025. The Berry Board then reaffirmed its prior approvals.

Later on September 14, 2025, Berry, CRC and Merger Sub executed the Merger Agreement and related transaction documents.

On the morning of September 15, 2025, prior to the opening of trading, Berry and CRC issued a joint press release announcing the transaction and later that day hosted a joint conference call to discuss the transaction. Each of Berry and CRC filed a Current Report on Form 8-K with the SEC announcing the transaction.

On October 1, 2025, CRC and Berry jointly filed the documentation for submission to FERC for approval under Section 203 of the FPA. Later that day, FERC issued notice of the filing and set the comment date to November 17, 2025.

On October 10, 2025, CRC and Berry each filed with the FTC and the DOJ HSR Notifications relating to the Merger Agreement and the Merger as required by the HSR Act.

CRC’s Reasons for the Merger

In evaluating the Merger Agreement and the Transactions, the CRC Board, including the Finance Committee, consulted with CRC’s executive management team and CRC’s outside legal counsel and financial advisors. The CRC Board, including the Finance Committee, believes that:

 

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The Merger presents a compelling fit with CRC’s low decline, conventional assets in California. The Merger will add high quality, oil-weighted, mostly conventional proved developed reserves and sustainable cash flow to CRC. As a result of the Merger, CRC will also own CJWS, which will enhance CRC’s ability to maintain active wells, strengthen its well abandonment capabilities, help support safe and responsible operations, mitigate future cost inflation and ensure long-term operational efficiency.

 

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The Merger will be accretive to key financial metrics. The Merger will be accretive to net cash provided by operating activities and free cash flow.

 

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Significant synergies have been identified, with upside potential. Within 12 months post-Closing, CRC expects to achieve annual synergies of $80 million to $90 million. Approximately 50% of the run-rate synergies are expected to be implemented within six months of Closing and the remaining 50% of synergies are anticipated within 12 months of Closing. Synergies are expected to primarily come through corporate synergies, lower interest costs through debt refinancing, operating improvements and supply chain efficiencies.

 

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•

CRC will maintain financial strength and flexibility. Post-Closing, CRC will maintain its strong balance sheet position with significant liquidity and financial flexibility.

 

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The Uinta Basin position offers strategic optionality and development upside. Berry’s large, contiguous Uinta Basin position provides additional operational and financial optionality.

Certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 31 of this proxy statement/prospectus.

Recommendation of the Berry Board and Its Reasons for the Merger

By unanimous vote, the Berry Board, at a meeting held on September 13, 2025, (a) determined that the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to, and in the best interests of, Berry and the Berry Stockholders, approved and declared advisable the Merger Agreement and the transactions contemplated thereby and resolved to recommend that the Berry Stockholders approve the adoption of the Merger Agreement and approve the transactions contemplated thereby on the terms and subject to the conditions set forth in the Merger Agreement, and (b) directed that the Merger Agreement be submitted to the Berry Stockholders for their adoption. The Berry Board unanimously recommends that Berry Stockholders vote “FOR” the Merger Agreement Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

In reaching its determinations and recommendations, the Berry Board consulted with Berry management and financial and legal advisors and considered a range of factors and scenarios, as discussed below. Factors that weighed in favor of the Merger include:

 

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Greater Stockholder Value and Return Potential. The Berry Board assessed the value and nature of the consideration to be received in the Merger by Berry Stockholders, including:

 

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the stock-for-stock transaction enables Berry Stockholders to fully participate in the value and opportunities of CRC, a significantly larger and more diversified company, including its asset portfolio, strong balance sheet, dividends, share repurchases, carbon management opportunities, and expected future growth;

 

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the shares of CRC Common Stock that will be delivered to Berry Stockholders as Merger Consideration are believed to be highly attractive currency that will benefit both near and long term from the significant synergies expected from the combination of CRC and Berry;

 

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the consideration of CRC Common Stock to be paid to Berry Stockholders is believed to come with a reliable and growing cash dividend by CRC (currently $0.3875 per share quarterly);

 

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due to its higher average daily trading volume, the trading market for CRC Common Stock should provide Berry Stockholders with greater trading liquidity than is currently available for Berry Common Stock;

 

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based on the closing trading price of CRC Common Stock of $53.01 on September 12, 2025, the last trading day prior to public announcement of the Merger, the Merger Consideration implied a total transaction value to Berry of approximately $717 million, an approximately 15% premium to the closing price of Berry’s Common Stock on September 12, 2025, and an approximately 17%, 21% and 24% premium to Berry’s 10-day, 20-day and 30-day volume weighted average price (“VWAP”), respectively;

 

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the exchange ratio is fixed and will not fluctuate in the event that the market price of CRC Common Stock increases relative to the market price of Berry Common Stock between the date of the Merger Agreement and the closing of the Merger; and

 

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•

the Merger is structured as a stock-for-stock transaction and is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming the Merger so qualifies, a U.S. holder (as defined in the section entitled “Material United States Federal Income Tax Consequences of the Merger” beginning on page 138 of this proxy statement/prospectus) of Berry Common Stock generally would not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Berry Common Stock for CRC Common Stock (except for any gain or loss, if any, recognized with respect to any cash received in lieu of a fractional share of CRC Common Stock).

 

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Benefits of a Combined Company. The Berry Board believed that the company resulting from the combination of Berry and CRC would be extremely well positioned, with a materially larger market capitalization and ability to finance the future growth of the business, particularly in light of the passage of legislation in California intended to boost growth and development of in-state production.

 

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the scale of CRC’s portfolio is expected to reduce cash flow volatility, increase resiliency and sustainability, and better support future strategic investments compared to Berry on a standalone basis;

 

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the combination of CRC and Berry provides an opportunity to leverage adjacent operations and overhead efficiencies;

 

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CRC has a more attractive cost of capital, operational scale and greater ability to fund the development of the business and maximize returns than Berry on a standalone basis, including taking advantage of the more streamlined, consistent and reliable permitting process for new drill wells in Kern County, California (where all of Berry’s California assets are located) that is expected as a result of newly adopted legislation (SB 237) as well as capitalizing on development and existing infrastructure upside in Berry’s large, contiguous Uinta Basin position;

 

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the combined company’s ability to maintain active wells, strengthen its well abandonment capabilities, help support safe and responsible operations, mitigate future cost inflation and ensure long-term operational efficiency will be enhanced through ownership of CJWS, a California oilfield services subsidiary of Berry;

 

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the Merger provides Berry with immediate exposure to CRC’s established carbon management business and energy transition initiatives, which Berry does not possess on a standalone basis. Through ownership of CRC Common Stock, Berry Stockholders will participate in the potential upside from CRC’s unique portfolio of fee simple land with favorable sequestration geology, positioning the combined company to capitalize on emerging carbon capture and storage (CCS) opportunities and broader decarbonization trends in California;

 

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the combined company’s increased scale and stronger balance sheet will provide greater financial and operational flexibility to pursue growth opportunities and an improved ability to withstand the inherent price volatility associated with a commodity business;

 

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the expectation that the combined company will have a peer-leading decline rate as well as inventory with a long reserve life that will provide meaningful cash flow stability along with substantial reinvestment opportunities;

 

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by joining the combined company, Berry’s employees will be part of a larger, better-capitalized company, resulting in career development and advancement opportunities; and

 

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the Merger significantly improves a number of key financial metrics to Berry Stockholders on a pro forma basis.

 

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Synergies and Complementary Businesses. The Berry Board considered the complementary nature, quality and scale of assets of CRC and Berry, including:

 

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expected synergies of $80 million to $90 million, or approximately 12% of the transaction value, with approximately 50% of the run-rate synergies expected to be implemented within six months of closing and the remaining 50% of synergies within twelve months of closing; and

 

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combining the capabilities, expertise and assets of CRC and Berry creates a compelling combination by integrating CRC’s portfolio, scale, and project execution with Berry’s assets and well service capabilities.

 

•

Superior Alternative to Continuing Berry as an Independent, Standalone Company. The Berry Board determined that entering into the Merger Agreement with CRC provided the best alternative to create stockholder value from the Berry assets on a short-, intermediate- and long-term basis, including as compared to continued operations on a standalone basis in light of the compelling value proposition of the CRC transaction, and compared to the risks associated with continuing as a standalone company, including Berry’s leverage levels and challenges in accessing equity and debt capital at attractive rates to finance growth or to refinance Berry’s existing indebtedness on economically acceptable terms, and the risks associated with increasing social, political and environmental pressure and resource scarcity.

 

•

Best Alternative for Maximizing Stockholder Value After Consideration of Strategic Alternatives. Regularly over the last several years, the Berry Board and management has engaged in discussions with potential counterparties and evaluated a significant number of alternative scenarios and potential transactions. The Berry Board determined that entering into the Merger Agreement with CRC provided a superior path for sustaining and enhancing stockholder value and mitigating risk compared to pursuing an alternative transaction.

 

•

Berry contacted or was contacted by approximately 70 potentially interested parties, including exploration and production companies, integrated oil and natural gas companies, industrial gas companies, private asset managers and private equity firms, among others; and

 

•

Berry entered into confidentiality agreements with approximately 20 potentially interested parties in connection with a potential transaction.

 

•

The Berry Board concluded, after discussion and analysis with Guggenheim Securities and Berry’s management and based in part on its engagement with other potential transaction counterparties, that it was unlikely that any other party would be prepared to provide a more compelling value proposition from the perspective of Berry Stockholders in a combination with Berry.

 

•

Tax Considerations. The Berry Board considered that the Merger is intended to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code.

 

•

Receipt of Fairness Opinion from Financial Advisor. The Berry Board considered the financial presentation and the opinion, each dated as of September 14, 2025, of Guggenheim Securities to the Berry Board as to the fairness, from a financial point of view and as of the date of the opinion, of the Exchange Ratio to the holders of Berry Common Stock, which opinion was based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken as more fully described under the section titled “The Merger—Opinion of Guggenheim Securities, LLC, Financial Advisor to Berry” beginning on page 78 of this proxy statement/prospectus.

 

•

Shared Core Values. CRC and Berry share similar philosophies, including core values of a belief in supporting their teams, prudently caring for their assets, investing in their communities and a conscious effort to do the right thing and operate in an environmentally responsible manner. The combined workforce is expected to continue to increase operating efficiency and deliver greater stockholder value, and the combined company will help ensure access to safe, reliable and affordable energy

 

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through responsible in-state production. The Merger Agreement includes commitments designed to facilitate the retention of Berry employees and enhance their ability to provide value for stockholders of the combined company.

 

•

Geographic Familiarity and Expertise. The Berry Board considered that CRC and Berry are long-time operators in California, one of the most highly regulated oil and gas jurisdictions in the United States. CRC’s proven history navigating California’s evolving regulatory regime positions the combined company to secure approvals, manage compliance efficiently, and advance responsible in-state development – an advantage not shared by other potential counterparties lacking California-specific regulatory expertise.

 

•

Opportunity to Receive Alternative Acquisition Proposals and to Terminate the Merger in Order to Accept a Superior Proposal. The Berry Board considered the terms of the Merger Agreement related to Berry’s ability to respond to unsolicited acquisition proposals and determined that the provisions of the Merger Agreement would not preclude any third party from making a competing proposal and that the Berry Board would be able, under certain circumstances, to furnish information and enter into discussions and negotiations in connection with a competing proposal. In this regard, the Berry Board considered that:

 

•

experience demonstrates that an executed merger agreement is not a deterrent to potential topping bids;

 

•

subject to compliance with the applicable provisions of the Merger Agreement, the Berry Board may, before approval of the Merger with CRC by Berry Stockholders, change its recommendation to Berry Stockholders with respect to approval of the Merger if, under certain circumstances, the Berry Board determines in good faith, after consultation with outside legal counsel and its financial advisor, that failing to make a change in its recommendation would be inconsistent with the Berry Board’s fiduciary duties;

 

•

subject to its compliance with the applicable provisions of the Merger Agreement, the Berry Board may terminate the Merger Agreement in order to enter into a superior proposal; and

 

•

the Berry Board believed that the termination fee of $12,044,370.00, which equals approximately 3.9% of the aggregate equity value implied in the transaction, is reasonable in light of the circumstances and the overall terms of the Merger Agreement, generally consistent with termination fees in comparable transactions, and would not preclude alternative acquisition proposals from credible third parties willing and able to make such proposals. Berry would be required to pay the termination fee to CRC in certain circumstances, including, if (i) CRC terminates the Merger Agreement in connection with a change in the Berry Board’s recommendation to Berry Stockholders with respect to approval of the Merger, (ii) Berry terminates the Merger Agreement in order to enter into a definitive agreement with respect to a superior proposal or (iii) if the requisite Berry Stockholder vote is not obtained and Berry enters into a definitive agreement under specified circumstances with any third party with respect to an acquisition proposal within nine months following such termination.

 

•

Expense Reimbursement. The Berry Board reviewed and considered that, in the event the Merger Agreement is terminated under certain circumstances, CRC would be required to pay reasonable, documented, out-of-pocket fees, costs and expenses of Berry in an amount not to exceed $5 million.

 

•

Other Terms of the Merger Agreement. The Berry Board reviewed and considered the terms of the Merger Agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the Merger Agreement may be terminated, and concluded that such terms are reasonable and fair to Berry and Berry Stockholders. The Berry Board also reviewed and considered the conditions to the completion of the Merger, including regulatory approvals, which the parties agreed to use reasonable best efforts to obtain and the Berry Board believes are likely to be satisfied on a timely basis. The Berry Board noted in particular that the completion of the Merger is not subject to any financing condition, which enhances the likelihood that the Merger will be completed.

 

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In the course of its deliberations, the Berry Board also considered a variety of risks and other potentially negative factors, including the following:

 

•

Conditions to the Merger. While the Merger is expected to be completed, the Berry Board considered that there is no assurance that all conditions to the parties’ obligations to complete the Merger will be satisfied or waived, and as a result, it is possible that the Merger might not be completed even if approved by Berry Stockholders.

 

•

Fixed Exchange Ratio. The Berry Board considered that because the Merger Consideration is based on a fixed exchange ratio rather than a fixed value, Berry Stockholders will bear the risk of a decrease in the trading price of CRC Common Stock during the pendency of the Merger, and the Merger Agreement does not provide Berry with a collar or a value-based termination right.

 

•

Risks Associated with Regulatory Approval. The Merger is conditioned on, among other things, the absence of an injunction prohibiting the consummation of the Merger, the expiration or termination of the waiting period under the HSR Act and approval to consummate the Merger under Section 203 of the FPA, in each case, without the imposition of a Burdensome Condition (as defined in the section entitled “The Merger Agreement—Cooperation; Regulatory Approvals and Efforts to Close the Merger—Regulatory Remedies” beginning on page 126 of this proxy statement/prospectus) on CRC, Berry or their respective subsidiaries. While each party is required to use reasonable best efforts to resist, defend against, lift or rescind the entry of any injunction or order prohibiting the parties from consummating the Merger, CRC is not obligated to accept or agree to certain divestiture or other remedies in obtaining regulatory approval, nor is CRC obligated to compensate Berry if regulatory approval of the Merger is not obtained.

 

•

Interim Operating Covenants. The Berry Board considered the restrictions on the conduct of Berry’s and its subsidiaries’ businesses during the period between the execution of the Merger Agreement and the completion of the Merger. The Berry Board viewed these restrictions as reasonable, particularly in light of the fact that Berry’s capital program for 2025 was substantially completed at the time the Merger Agreement was executed.

 

•

Risks Associated with the Pendency or Failure to Consummate the Merger. The Berry Board considered the risks and contingencies relating to the announcement and pendency of the Merger, as well as the risks and costs to Berry if the Merger is delayed or does not occur at all, including the potential negative impact on Berry’s ability to retain key employees, the diversion of management and employee attention, the disruptive effects on Berry’s day-to-day operations and Berry’s relationships with third parties (including its customers and suppliers), the potential effect of the combination on the businesses of both companies and the restrictions on the conduct of Berry’s business during the period between the execution of the Merger Agreement and the completion of the Merger.

 

•

Possible Failure to Integrate. The Berry Board considered the potential challenges and difficulties in integrating the operations of Berry and CRC and the risk that operational efficiencies between the two companies, or other anticipated benefits of the Merger, might not be realized or might take longer to realize than expected.

 

•

Termination Fee. The Berry Board considered that Berry would be required to pay to CRC a termination fee of $12,044,370.00 in the event Berry were to terminate the Merger Agreement in order for Berry to enter into a superior proposal, should one be made, if the Merger Agreement were to be terminated by CRC in connection with a change in the Berry Board’s recommendation to Berry Stockholders with respect to adoption of the Merger Agreement, or if the requisite Berry Stockholder vote is not obtained and Berry enters into a definitive agreement under specified circumstances with any third party with respect to an acquisition proposal within nine months following such termination. Although within the range of termination fees normally seen in similar transactions and which the Berry Board concluded was reasonable and customary under the circumstances and would not preclude any other party that might be interested in acquiring Berry, the requirement to pay a $12,044,370.00 termination fee under certain circumstances could have the effect of discouraging an alternative proposal for Berry.

 

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•

Expense Reimbursement. The Berry Board considered that, to the extent the Merger Agreement is terminated by Berry or CRC because the requisite Berry Stockholder vote is not obtained, Berry will be required to pay reasonable, documented, out-of-pocket fees, costs and expenses of CRC in an amount not to exceed $5 million.

 

•

Restrictions on Third-Party Discussions. The Berry Board considered that the Merger Agreement required Berry to terminate all discussions with potential alternative transaction counterparties while noting that Berry would only have the right to respond to alternative proposals that might be made by such parties pursuant to and in accordance with the applicable terms of the Merger Agreement.

 

•

Small Pro Forma Ownership. The Berry Board considered that, based on the implied value of the Merger Consideration as of September 14, 2025, Berry Stockholders would only own approximately 6% of CRC after the Merger.

 

•

Litigation. The Berry Board considered the risk of litigation, injunctions or other legal proceedings related to the Merger.

 

•

Other Risks. The Berry Board considered risks of the type and nature described under the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” beginning on pages 31 and 33, respectively.

The Berry Board believed that, overall, the potential benefits of the Merger to Berry Stockholders significantly outweighed the potential risks and uncertainties of the Merger.

In addition, the Berry Board was aware of and considered that Berry’s directors and executive officers may have interests in the Merger that may be different from, or in addition to, their interests as Berry Stockholders generally, as described below under the heading “The Merger—Interests of Certain Berry Directors and Executive Officers in the Merger” beginning on page 91 of this proxy statement/prospectus.

The foregoing discussion of factors considered by the Berry Board is not intended to be exhaustive, but it includes material factors considered by the Berry Board. In light of the variety of factors considered in connection with its evaluation of the Merger, the Berry Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Berry Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Berry Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Berry Board based its recommendation on the entirety of the information presented.

Berry Unaudited Prospective Financial Information

Berry as a matter of course does not make public long-term projections as to its future earnings or other results given, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the Berry Board’s evaluation of the proposed Merger, Berry management prepared and provided to the Berry Board certain unaudited prospective financial information relating to Berry for the fiscal years ending December 31, 2025 through December 31, 2088 (the “Berry Projections for Berry”), and certain unaudited prospective financial information relating to the upstream business of CRC for the fiscal years ending December 31, 2025 through December 31, 2030 (the “Berry Projections for CRC”). The Berry Projections for CRC were prepared by Berry management based on Wall Street equity research reports as discussed with CRC and modified by Berry management. The Berry Projections for Berry and the Berry Projections for CRC also were provided to Berry’s financial advisor, Guggenheim Securities, who was authorized by Berry management to use and rely upon the Berry Projections for Berry and the Berry Projections for CRC in connection with its analysis and opinion described in the section entitled “The Merger—Opinion of Guggenheim Securities, LLC, Financial Advisor to Berry” beginning on page 78 of this proxy statement/prospectus.

 

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The summary of the unaudited prospective financial information below is not included to influence the decision of Berry Stockholders to vote to approve the Merger Agreement Proposal or any other proposal to be considered at the Special Meeting, but is provided solely because it was made available to the Berry Board and Berry’s financial advisor in connection with the Merger. The inclusion of the below information should not be regarded as an indication that Berry, its advisors or other representatives or any other recipient of this information considered—or now considers—it to be necessarily predictive of actual future results.

While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions that are inherently uncertain and may be beyond the control of Berry, including, among others, the future results of each of Berry and CRC, Berry’s assumptions about energy markets, production and sales volume levels, levels of oil, natural-gas and NGL reserves, ability to obtain approvals from third parties, operating results, operating costs, competitive conditions, technology, availability of capital resources, levels of capital expenditures, contractual obligations, supply and demand for, the price of, and the commercialization and transporting of oil, natural gas, carbon dioxide, NGLs and other products or services, geopolitical and regulatory risks, and other matters described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements”, “Where You Can Find More Information”, and “Risk Factors”, beginning on pages 31, 175 and 33 of this proxy statement/prospectus, respectively. Unaudited prospective financial information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The Berry Projections for CRC are based on various other assumptions, including, among others, that CRC plans to hold oil production roughly flat, that CRC would not undertake further acquisitions or divestitures, and that CRC plans to continue ordinary course operations. Neither Berry nor CRC can give any assurance that the unaudited prospective financial information and the underlying estimates and assumptions will be realized. In addition, since the Berry and CRC unaudited prospective financial information covers multiple years, such information by its nature becomes more speculative with each successive year. This information constitutes “forward-looking statements” and actual results may differ materially and adversely from those projected.

The unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Berry’s nor CRC’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The report of the independent registered public accounting firm to Berry contained in its Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated by reference into this proxy statement/prospectus, relates to historical financial information of Berry, and such report does not extend to the projections included below and should not be read to do so. The report of the independent registered public accounting firm to CRC contained in its Annual Report on Form 10-K for the year ended December 31, 2024, which is incorporated by reference into this proxy statement/prospectus, relates to historical financial information of CRC, and such report does not extend to the projections included below and should not be read to do so.

Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. Berry can give no assurance that, had the unaudited prospective financial information been prepared as of the date of this proxy statement/prospectus, similar estimates and assumptions would be used. Except as required by applicable securities laws, Berry does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances existing since its preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be inappropriate, including with respect to the accounting treatment of the Merger under GAAP, or to reflect changes in general economic or industry conditions. The unaudited prospective financial information does not

 

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take into account all the possible financial and other effects on Berry or CRC of the Merger, the effect on Berry or CRC of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the unaudited prospective financial information does not take into account the effect on Berry or CRC of any possible failure of the Merger to occur. None of Berry, CRC or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any stockholder or other person regarding Berry’s or CRC’s ultimate performance compared to the information contained in the unaudited prospective financial information or that the forecasted results will be achieved. The inclusion of the unaudited prospective financial information herein should not be deemed an admission or representation by Berry, CRC or their respective advisors or other representatives or any other person that it is viewed as material information of Berry or CRC, particularly in light of the inherent risks and uncertainties associated with such forecasts.

In light of the foregoing, and considering that the Special Meeting will be held several months after the unaudited prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Berry Stockholders are cautioned not to place undue reliance on such information and are encouraged to review Berry’s and CRC’s most recent SEC filings for a description of Berry’s and CRC’s respective reported financial results. See the section entitled “Where You Can Find More Information” beginning on page 175 of this proxy statement/prospectus.

Certain Assumptions

In preparing the prospective financial and operating information for Berry and CRC described below, the management team of Berry used the following price assumptions for oil and gas for two scenarios: (i) strip pricing as of September 10, 2025 (“Strip Pricing”) and (ii) Wall Street consensus pricing as of September 10, 2025 (“Consensus Pricing”).

 

		Strip Pricing Through 2032E
		(Stub)(1) 2025E				2026E				2027E				2028E				2029E				2030E				2031E				2032E
Commodity Prices
Brent ($/Bbl)		$	67.51			$	66.37			$	66.41			$	67.18			$	67.96			$	68.46			$	68.72			$	68.72
WTI ($/Bbl)		$	63.82			$	62.59			$	62.52			$	63.08			$	63.58			$	63.87			$	63.95			$	63.95
Henry Hub ($/MMBtu)		$	3.18			$	3.89			$	3.88			$	3.74			$	3.64			$	3.51			$	3.40			$	3.40

(1)	Reflects period between 7/1/2025 and 12/31/2025.

 

		Consensus Pricing Through 2032E
		(Stub)(1) 2025E				2026E				2027E				2028E				2029E				2030E				2031E				2032E
Commodity Prices
Brent ($/Bbl)		$	68.54			$	65.00			$	70.00			$	70.00			$	70.00			$	70.00			$	70.00			$	70.00
WTI ($/Bbl)		$	65.11			$	62.50			$	67.00			$	67.00			$	67.00			$	67.00			$	67.00			$	67.00
Henry Hub ($/MMBtu)		$	3.68			$	4.15			$	4.00			$	4.00			$	4.00			$	4.00			$	4.00			$	4.00

(1)	Reflects period between 7/1/2025 and 12/31/2025.

Berry Projections for Berry

The following table sets forth certain summarized unaudited prospective financial and operating information with respect to Berry for the fiscal years 2025 through 2032 on a standalone basis prepared by Berry’s management team based on alternative price assumptions for oil and natural gas pricing.

 

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Strip Pricing

 

($mm unless otherwise noted)		(Stub)(1) 2025E				2026E				2027E				2028E				2029E				2030E				2031E				2032E				2033E – 2088E
Total Production (mboe)(2)			4,669				9,643				10,069				10,842				11,586				11,181				10,318				9,470				47,323
Total Revenue(3)		$	348			$	669			$	692			$	738			$	793			$	786			$	731			$	675			$	7,967
Adjusted EBITDA(4)		$	107			$	230			$	236			$	271			$	312			$	342			$	299			$	271			$	1,309
Total Capex		$	(56	)		$	(116	)		$	(133	)		$	(131	)		$	(121	)		$	(96	)		$	(73	)		$	(64	)		$	(716	)
Unlevered Free Cash Flow(5)		$	36			$	80			$	82			$	99			$	134			$	165			$	159			$	142			$	129

(1)	Reflects period between 7/1/2025 and 12/31/2025.

(2)	Includes oil production (mbbls), gas production (mmcf) and NGL production (mbbls).

(3)	Includes oil revenue, gas revenue, NGL revenue, hedge gain / (loss), and other revenue.

(4)

Adjusted EBITDA is defined as net income before interest, corporate income taxes, depreciation, depletion and amortization. Adjusted EBITDA is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, operating income or other measures prepared in accordance with GAAP.

(5)

Unlevered Free Cash Flow is defined as Adjusted EBITDA less corporate income taxes (based on marginal tax rate of 29% and excluding the impact of NOLs, tax credits, and disallowed interest expense carryforward), changes in net working capital, capital expenditures, and other expenses. Unlevered free cash flow is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, operating income or other measures prepared in accordance with GAAP.

Consensus Pricing

 

($mm unless otherwise noted)		(Stub)(1) 2025E				2026E				2027E				2028E				2029E				2030E				2031E				2032E				2033E – 2088E
Total Production (mboe)(2)			4,669				9,643				10,069				10,842				11,586				11,181				10,318				9,470				47,323
Total Revenue(3)		$	350			$	668			$	712			$	762			$	819			$	806			$	747			$	690			$	7,967
Adjusted EBITDA(4)		$	108			$	228			$	255			$	289			$	329			$	351			$	304			$	275			$	1,350
Total Capex		$	(56	)		$	(116	)		$	(133	)		$	(131	)		$	(121	)		$	(96	)		$	(73	)		$	(64	)		$	(176	)
Unlevered Free Cash Flow(5)		$	36			$	80			$	92			$	113			$	147			$	172			$	162			$	145			$	158

(1)	Reflects period between 7/1/2025 and 12/31/2025.

(2)	Includes oil production (mbbls), gas production (mmcf) and NGL production (mbbls).

(3)	Includes oil revenue, gas revenue, NGL revenue, hedge gain / (loss), and other revenue.

(4)

Adjusted EBITDA is defined as net income before interest, corporate income taxes, depreciation, depletion and amortization. Adjusted EBITDA is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, operating income or other measures prepared in accordance with GAAP.

(5)

Unlevered Free Cash Flow is defined as Adjusted EBITDA less corporate income taxes (based on marginal tax rate of 29% and excluding the impact of NOLs, tax credits, and disallowed interest expense carryforward), changes in net working capital, capital expenditures, and other expenses. Unlevered free cash flow is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, operating income or other measures prepared in accordance with GAAP.

Berry Projections for CRC

The following tables set forth certain summarized unaudited prospective financial and operating information with respect to the upstream business of CRC for the fiscal years 2025 through 2030 on a standalone basis. This

 

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information was based on Wall Street equity research reports as discussed with CRC and modified and approved by Berry management for use by Guggenheim Securities.

Strip Pricing

 

($mm unless otherwise noted)		(Stub)(1) 2025E				2026E				2027E				2028E				2029E				2030E
Total Production (mboe)(2)			24,875				47,602				47,602				47,733				47,602				47,602
Total Revenue(3)		$	1,477			$	2,790			$	2,771			$	2,826			$	2,840			$	2,851
Adjusted EBITDA(4)		$	618			$	1,126			$	1,109			$	1,175			$	1,203			$	1,227
Total Capex		$	(209	)		$	(400	)		$	(400	)		$	(401	)		$	(400	)		$	(400	)
Unlevered Free Cash Flow(5)		$	280			$	492			$	480			$	527			$	548			$	565

(1)	Reflects period between 7/1/2025 and 12/31/2025.

(2)	Includes oil production (mbbls), gas production (mmcf) and NGL production (mbbls).

(3)	Includes oil revenue, gas revenue, NGL revenue, and hedge gain / (loss).

(4)

Adjusted EBITDA is defined as total hedged upstream revenue less G&A (inclusive of stock-based compensation), LOE, GP&T, field-level taxes and other expenses. Adjusted EBITDA is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, operating income or other measures prepared in accordance with GAAP.

(5)

Unlevered Free Cash Flow is defined as Adjusted EBITDA less corporate income taxes (based on marginal tax rate of 28% and excluding the impact of NOLs, tax credits, and disallowed interest expense carryforward), asset retirement obligations and other expenses, and capital expenditures. Unlevered free cash flow is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, operating income or other measures prepared in accordance with GAAP.

Consensus Pricing

 

($mm unless otherwise noted)		(Stub)(1) 2025E				2026E				2027E				2028E				2029E				2030E
Total Production (mboe)(2)			24,875				47,602				47,602				47,733				47,602				47,602
Total Revenue(3)		$	1,500			$	2,760			$	2,875			$	2,948			$	2,936			$	2,931
Adjusted EBITDA(4)		$	619			$	1,077			$	1,191			$	1,261			$	1,254			$	1,250
Total Capex		$	(209	)		$	(400	)		$	(400	)		$	(401	)		$	(400	)		$	(400	)
Unlevered Free Cash Flow(5)		$	281			$	457			$	539			$	589			$	585			$	582

(1)	Reflects period between 7/1/2025 and 12/31/2025.

(2)	Includes oil production (mbbls), gas production (mmcf) and NGL production (mbbls).

(3)	Includes oil revenue, gas revenue, NGL revenue, and hedge gain / (loss).

(4)

Adjusted EBITDA is defined as total hedged upstream revenue less G&A (inclusive of stock-based compensation), LOE, GP&T, field-level taxes and other expenses. Adjusted EBITDA is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, operating income or other measures prepared in accordance with GAAP.

(5)

Unlevered Free Cash Flow is defined as Adjusted EBITDA less corporate income taxes (based on marginal tax rate of 28% and excluding the impact of NOLs, tax credits, and disallowed interest expense carryforward), asset retirement obligations and other expenses, and capital expenditures. Unlevered free cash flow is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for net income, operating income or other measures prepared in accordance with GAAP.

Berry does not intend to update or otherwise revise the above unaudited financial forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such unaudited financial forecasts are no longer appropriate, except as may be required by applicable law.

 

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Opinion of Guggenheim Securities, LLC, Financial Advisor to Berry

Overview

The Berry Board retained Guggenheim Securities as its financial advisor in connection with the potential sale of or another extraordinary corporate transaction involving Berry. In selecting Guggenheim Securities as its financial advisor, the Berry Board considered that, among other things, Guggenheim Securities is an internationally recognized investment banking, financial advisory and securities firm whose senior professionals have substantial experience advising companies in, among other industries, the oil and gas production and exploration industry. Guggenheim Securities, as part of its investment banking, financial advisory and capital markets businesses, is regularly engaged in the valuation and financial assessment of businesses and securities in connection with mergers and acquisitions, recapitalizations, spin-offs/split-offs, restructurings, securities offerings in both the private and public capital markets and valuations for corporate and other purposes.

At the September 13, 2025 meeting of the Berry Board, Guggenheim Securities rendered an oral opinion, which was reaffirmed at the September 14, 2025 meeting of the Berry Board and confirmed by delivery of a written opinion dated as of September 14, 2025, to the Berry Board to the effect that, as of September 13, 2025 and September 14, 2025, as applicable, and based on and subject to the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken, the Exchange Ratio was fair, from a financial point of view, to the holders of Berry Common Stock.

This description of Guggenheim Securities’ opinion is qualified in its entirety by the full text of the written opinion, which is attached as Annex B to this proxy statement/prospectus and which you should read carefully and in its entirety. Guggenheim Securities’ written opinion sets forth the matters considered, the procedures followed, the assumptions made and various limitations of and qualifications to the review undertaken by Guggenheim Securities. Guggenheim Securities’ written opinion, which was authorized for issuance by the Fairness Opinion and Valuation Committee of Guggenheim Securities, is necessarily based on economic, business, capital markets, commodities markets and other conditions, and the information made available to Guggenheim Securities, as of the date of such opinion. Guggenheim Securities has no responsibility for updating or revising its opinion based on facts, circumstances or events occurring after the date of the rendering of the opinion.

In rendering its opinion, Guggenheim Securities did not express any view or opinion as to (i) the prices at which the shares of Berry Common Stock or CRC Common Stock or other securities or financial instruments of or relating to Berry or CRC may trade or otherwise be transferable at any time, (ii) the potential effects of volatility in the credit, financial or equity markets or in the commodities markets on Berry or CRC, their respective securities or other financial instruments, the Merger or any refinancing related to the Merger by CRC or (iii) the impact of the Merger on the solvency or viability of Berry, CRC or Merger Sub or the ability of Berry, CRC or Merger Sub to pay their respective obligations when they come due.

In reading the discussion of Guggenheim Securities’ opinion set forth below, you should be aware that such opinion (and, as applicable, any materials provided in connection therewith or the summary of Guggenheim Securities’ underlying financial analyses elsewhere in this proxy statement/prospectus):

 

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was provided to the Berry Board (in its capacity as such) for its information and assistance in connection with its evaluation of the Exchange Ratio;

 

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did not constitute a recommendation to the Berry Board with respect to the Merger;

 

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does not constitute advice or a recommendation to any holder of shares of Berry Common Stock as to how to vote or act in connection with the Merger or otherwise;

 

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did not address Berry’s underlying business or financial decision to pursue or effect the Merger, the relative merits of the Merger as compared to any alternative business or financial strategies that might exist for Berry, any refinancing related to the Merger by CRC or the effects of any other transaction in which Berry might engage;

 

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addressed only the fairness, from a financial point of view and as of the date of such opinion, of the Exchange Ratio to the holders of shares of Berry Common Stock to the extent expressly specified in such opinion;

 

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expressed no view or opinion as to (i) any other term, aspect or implication of (y) the Merger (including, without limitation, the form or structure of the Merger) or the Merger Agreement or (z) any other agreement, transaction document or instrument contemplated by the Merger Agreement or to be entered into or amended in connection with the Merger or (ii) the fairness, financial or otherwise, of the Merger to, or of any consideration to be paid to or received by, the holders of any class of securities (other than as expressly specified therein), creditors or other constituencies of Berry or CRC; and

 

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expressed no view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any of Berry’s or CRC’s directors, officers or employees, or any class of such persons, in connection with the Merger relative to the Exchange Ratio or otherwise.

In connection with rendering its opinion, Guggenheim Securities:

 

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Reviewed a draft of the Merger Agreement dated as of September 14, 2025;

 

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Reviewed certain publicly available business and financial information regarding each of Berry and CRC;

 

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Reviewed certain non-public business and financial information regarding Berry and its business and future prospects (including certain financial projections for Berry for the years ending December 31, 2025 through December 31, 2088 (the “Berry-Provided Financial Projections”) and certain other estimates and other forward-looking information), all as prepared by, discussed with and approved for Guggenheim Securities’ use by Berry’s senior management (collectively with the Synergy Estimates (as defined below), the “Berry-Provided Information”);

 

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Reviewed certain non-public business and financial information regarding CRC and its businesses and future prospects and certain other estimates and other forward-looking information, all as prepared by and discussed with CRC’s senior management and reviewed by, discussed with and approved for Guggenheim Securities’ use by Berry’s senior management (the “CRC-Provided Information”);

 

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Reviewed selected Wall Street equity research reports regarding CRC, including certain financial forecasts for CRC and certain adjustments thereto and illustrative extrapolations thereof, all as discussed with CRC’s senior management and reviewed by, discussed with and approved for Guggenheim Securities’ use by Berry’s senior management (the “Research-Based Financial Projections”);

 

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Reviewed certain estimated cost savings, operating synergies and other combination benefits expected to result from the Merger and estimated costs to achieve the same (collectively, the “Synergy Estimates” or the “Synergies”), all as prepared by CRC’s senior management and discussed with and approved for Guggenheim Securities’ use by Berry’s senior management;

 

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Discussed with Berry’s senior management their strategic and financial rationale for the Merger as well as their views of Berry’s and CRC’s respective businesses, operations, historical and projected financial results and future prospects and the commercial, competitive and regulatory dynamics in the oil and gas production and exploration sector;

 

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Performed net asset value calculations with respect to Berry using discounted cash flow analyses based on the Berry-Provided Financial Projections;

 

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Performed discounted cash flow analyses with respect to CRC based on the Research-Based Financial Projections;

 

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