secwatch / observer
8-K filed December 18, 2025, 6:59 PM ET CIK 0001705873
M&A confidence high sentiment neutral materiality 0.95

Berry Corporation acquired by California Resources Corporation, stock delisted from Nasdaq

Berry Corp (bry)

Machine-readable event card

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0001193125-25-325047
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8-K
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null
cik
0001705873
company_name
Berry Corp (bry)
filed_at
2025-12-18T23:59:59+00:00
discovered_at
2026-05-14T18:02:40.219602+00:00
generated_at
2026-05-16T12:45:23.996685+00:00
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neutral
materiality_score
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confidence
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edgar_index_url
https://www.sec.gov/Archives/edgar/data/1705873/000119312525325047/0001193125-25-325047-index.htm
edgar_primary_document_url
https://www.sec.gov/Archives/edgar/data/1705873/000119312525325047/d83500d8k.htm
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Source-grounded claims

2dd43aa5cbef03edb1c5b2b74e42adf8a5daa3ac

Berry Corp (bry): Certificate of incorporation amended and restated as the surviving corporation upon merger.

at the Effective Time, the certificate of incorporation of the Company, as the Surviving Corporation, was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

8f8efe9d8ce90116936b3db52d3b31474892a301

Berry Corp (bry): Bylaws amended and restated as the surviving corporation upon merger.

Additionally, the bylaws of the Company, as the Surviving Corporation, were amended and restated as set forth in Exhibit 3.2 to this Current Report on Form 8-K.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

fd1395f6fd77de20f2ac1c80e44fe7fd7543155c

Berry Corp (bry) underwent a change of control involving California Resources Corporation (Parent) for 0.0718 shares of Parent Common Stock per share of Company Common Stock, plus cash in lieu of fractional shares (closed 2025-12-18).

Subsidiary of Parent, in each case not held on behalf of third parties (such shares, the “Excluded Shares”)) was automatically converted into, and became exchangeable for 0.0718 (the “Exchange Ratio”) shares of common stock, par value $0.01 per share, of Parent (“Parent Common Stock”) (together with cash in lieu of fractional shares, the “Merger

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

Comparable filings

APAD

Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M

Enhanced Group Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 5.06, 3.02, 9.01, 4.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.05, 7.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

at the Effective Time, the certificate of incorporation of the Company, as the Surviving Corporation, was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K.

Comparable filing

As a result of the Business Combination, the Company ceased being a shell company

Filing page SEC filing

FARM

Farmer Brothers taken private by Royal Cup for $1.29/share; merger closes May 5, 2026

FARMER BROTHERS CO May 5, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

at the Effective Time, the certificate of incorporation of the Company, as the Surviving Corporation, was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K.

Comparable filing

the Certificate of Incorporation of the Company that was in effect immediately before the Effective Time was amended and restated to be in the form attached hereto as Exhibit 3.1

Filing page SEC filing

CHRN

Ekso Bionics completes reverse merger with Applied Digital subsidiary; renames to ChronoScale Corp.

EKSO BIONICS HOLDINGS, INC. May 5, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 2.02, 3.02, 3.03, 4.01, 5.01, 5.02, 5.03, 9.01

same fact type: governance_change, ma_transaction same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

at the Effective Time, the certificate of incorporation of the Company, as the Surviving Corporation, was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K.

Comparable filing

on May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada with a delayed effective date and time of 3:00 a.m. (Eastern Time) on May 5, 2026.

Filing page SEC filing

UHG

Stanley Martin completes $221M all-cash acquisition of United Homes at $1.18/share

United Homes Group, Inc. May 4, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.02, 3.03, 5.03, 5.01, 5.02, 8.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

at the Effective Time, the certificate of incorporation of the Company, as the Surviving Corporation, was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K.

Comparable filing

Effective upon completion of the Merger, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated to be in the form of the bylaws filed herewith as Exhibit 3.2.

Filing page SEC filing

FFIC

OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares

FLUSHING FINANCIAL CORP June 1, 2026, 5:21 PM ET m_and_a Items 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

Subsidiary of Parent, in each case not held on behalf of third parties (such shares, the “Excluded Shares”)) was automatically converted into, and became exchangeable for 0.0718 (the “Exchange Ratio”) shares of common stock, par value $0.01 per share, of Parent (“Parent Common Stock”) (together with cash in lieu of fractional shares, the “Merger

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

at the Effective Time, the certificate of incorporation of the Company, as the Surviving Corporation, was amended and restated as set forth in Exhibit 3.1 to this Current Report on Form 8-K.

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Filing page SEC filing

NVRI

Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri

ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

This filing

Subsidiary of Parent, in each case not held on behalf of third parties (such shares, the “Excluded Shares”)) was automatically converted into, and became exchangeable for 0.0718 (the “Exchange Ratio”) shares of common stock, par value $0.01 per share, of Parent (“Parent Common Stock”) (together with cash in lieu of fractional shares, the “Merger

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

Filing page SEC filing

CTLP

Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share

CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

Subsidiary of Parent, in each case not held on behalf of third parties (such shares, the “Excluded Shares”)) was automatically converted into, and became exchangeable for 0.0718 (the “Exchange Ratio”) shares of common stock, par value $0.01 per share, of Parent (“Parent Common Stock”) (together with cash in lieu of fractional shares, the “Merger

Comparable filing

Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was

Filing page SEC filing

Source: SEC EDGAR
accession 0001193125-25-325047

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