424B3 1 prospectus-berrycorporatio.htm 424B3 Filed pursuant to Rule 424(b)(3)Registration No. 333-267240PROSPECTUSBerry Corporation (bry)$500,000,000Common StockPreferred StockDebt Securities At the time of filing we have no current plans to do so, however, from time to time in one or more offerings, we may offer and sell (i) common stock, (ii) preferred stock and (iii) debt securities issued by Berry Corporation (bry) (“Berry Corp.”). We refer to the common stock, the preferred stock and the debt securities collectively as the “securities.” The aggregate initial offering price of all securities sold by us under this prospectus will not exceed $500,000,000.We may offer and sell these securities on a delayed or continuous basis to or through one or more underwriters, dealers or agents, or directly to investors, in amounts, at prices and on terms to be determined by market conditions and other factors at the time of the offering. This prospectus describes only the general terms of these securities and the general manner in which we may offer these securities. The specific terms of any securities we offer will, if not included in this prospectus or information incorporated by reference herein, be included in a supplement to this prospectus. The prospectus supplement may describe the specific manner in which we will offer these securities and also may add, update or change information contained in this prospectus.We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus, including the documents incorporated by reference, and any amendments or supplements carefully before you make your investment decision.Our common stock is listed on the Nasdaq Global Select Market (the “NASDAQ”) under the symbol “BRY.” We will provide information in the related prospectus supplement for the trading market, if any, for any other securities that may be offered. Investing in our securities involves risks. Please see “Risk Factors” beginning on page 2 of this prospectus. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is September 15, 2022 TABLE OF CONTENTSABOUT THIS PROSPECTUSiiWHERE YOU CAN FIND MORE INFORMATIONiiiINFORMATION INCORPORATED BY REFERENCEivABOUT BERRY CORPORATION (bry)1RISK FACTORS2CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS5DESCRIPTION OF DEBT SECURITIES6DESCRIPTION OF CAPITAL STOCK10PLAN OF DISTRIBUTION14LEGAL MATTERS16EXPERTS16 You should rely only on the information contained in this prospectus, any prospectus supplement and the documents we have incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with information different from that contained in this prospectus, any prospectus supplement or any free writing prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell these securities only in jurisdictions where offers and sales are permitted. The information in this prospectus or any prospectus supplement is accurate only as of the date of this prospectus or such prospectus supplement, regardless of the time of delivery of this prospectus, any prospectus supplement or any sale of the securities. We will disclose any material changes in our affairs in an amendment to this prospectus, a prospectus supplement or a future filing with the SEC incorporated by reference in this prospectus or any prospectus supplement.iABOUT THIS PROSPECTUSAdditional information, including our financial statements and the notes thereto, is incorporated in this prospectus by reference to our reports filed with the SEC. Please read “Where You Can Find More Information” below. You are urged to read this prospectus carefully, including “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” and the documents incorporated by reference in their entirety before investing in our securities. When we use the terms “we,” “us,” “our,” the “Company,” or similar words in this prospectus, unless the context otherwise requires, we are referring to Berry Corp. and its subsidiary, Berry Petroleum Company, LLC (“Berry LLC”), and as of October 1, 2021 this also includes C&J Well Services, LLC (“CJWS”) and CJ Berry Well Services Management, LLC (“C&J Management”).iiWHERE YOU CAN FIND MORE INFORMATIONWe