bry-20231026

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Title of each class Common Stock, par value $0.001 per share			Trading Symbol BRY			Name of each exchange on which registered Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On November 1, 2023, Berry Corporation (bry) (the “Company”) issued a press release announcing its financial condition and results of operations for the three months ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this report on Form 8-K, and is incorporated herein by reference.

The information contained in this report and Exhibit 99.1 furnished hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Statements contained in Exhibit 99.1 to this report that state the Company’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act and the Exchange Act. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Company has filed with the Securities and Exchange Commission (the “SEC”).

Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Investors are urged to consider carefully the disclosure in the Company’s filings with the SEC, available via the Company’s website or from the SEC’s website at www.sec.gov.


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 26, 2023, the Board of Directors (the “Board”) of the Company decided that the term of Arthur “Trem” Smith as Executive Chair of the Board will expire on March 1, 2024, and will not be automatically extended pursuant to the terms of the Executive Chair Agreement between Berry Petroleum Company, LLC and Mr. Smith effective January 1, 2023, and the Company provided notice to Mr. Smith thereunder on October 30, 2023. After more than five years of service as the Company’s Chief Executive Officer and President, Mr. Smith stepped down from those roles in January 2023 and agreed to continue to serve on the Board as Executive Chair for a limited duration to promote an effective CEO transition.

As a result of Mr. Smith’s stepping down from his role as Executive Chair, the Board appointed current director, Renée Hornbaker, as Chair of the Board, effective March 1, 2024. Ms. Hornbaker will also remain in her current role as Chair of the Audit Committee of the Board.

Additionally, the Company’s current Chief Executive Officer, Fernando Araujo, was appointed to the Board, with such appointment to be effective March 1, 2024. There are no arrangements or understandings pursuant to which Mr. Araujo was selected as a director. Mr. Araujo has no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.


Exhibit No.						Description

99.1						Press Release of Berry Corporation (bry), dated November 1, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Delaware	001-38606	81-5410470
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)




						Berry Corporation (bry)

By:						/s/ M. S. Helm
						Michael S. Helm
						Vice President, Chief Financial Officer and Chief Accounting Officer


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Item 2.02			Results of Operations and Financial Condition.