Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Item 5.03 Year.

On January 25, 2023, the Board of Directors (the "Board") of Berry Corporation (bry) (the "Company") approved and adopted the Fourth Amended and Restated Bylaws of the Company (the "Bylaws"). The Bylaws became effective immediately and include the following changes:

•updating the advance notice provisions relating to stockholder nominations of directors to align with Rule 14a-19 of the Securities Exchange Act of 1934 (the "Exchange Act") to provide, among other things, that (i) stockholders must include in their advance notice of nomination the notice and other information required by Rule 14a-19 of the Exchange Act; (ii) stockholders must deliver to the Company no later than 5 business days prior to the applicable meeting of stockholders reasonable evidence that they have met the requirements under Rule 14a-19 of the Exchange Act with respect to any nominations and (iii) providing that the Company shall disregard any proxies or votes solicited for a stockholder nominee and the nomination if any stockholder provides notice pursuant to Rule 14a-19 of the Exchange Act and subsequently fails to comply with the requirements of Rule 14a-19 of the Exchange Act;

•updating the advance notice provisions relating to stockholders intending to propose other business (other than proposals to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Exchange Act) at meetings of stockholders to clarify that the required stockholder description of such business must not exceed 500 words;

•requiring stockholders soliciting proxies to use a proxy card color other than white;

•revisions to align with recent amendments to the Delaware General Corporation Law ("DGCL") on providing access to the list of the Corporation's stockholders entitled to vote at meetings of stockholders;

•revisions to align with recent amendments to the DGCL on the methods of giving notice of adjourned stockholder meetings to address adjournment of virtual meetings;

•clarifying the notice procedures in connection with officer resignations;

•clarifying that meetings of the Board and meetings of stockholders may be held in person, remotely or in a hybrid format; and

•removing unnecessary references to preferred stock.

The Bylaws also includes various other updates, including certain technical, conforming and clarifying changes.

The foregoing description of the changes effected through the adoption of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.
   Exhibit No.                                            Description

               3.1          Fourth Amended and Restated Bylaws of Berry Corporation (bry), effective
                          January 25, 2023
                          Cover Page Interactive Data File (embedded within the Inline XBRL
               104        document).

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