Civitas Resources Inc SEC Filings

SM Energy Company and Civitas Resources, Inc. plan a stock‑for‑stock merger, creating a combined oil and gas company owned approximately 48% by current SM Energy stockholders and 52% by Civitas stockholders. Under the merger agreement, each share of Civitas common stock will be converted into the right to receive 1.45 shares of SM Energy common stock, in a transaction the companies intend to treat as a tax‑free reorganization for most U.S. stockholders.

Both companies are calling virtual special stockholder meetings on January 27, 2026. SM Energy investors will vote on issuing new shares for the merger and on doubling authorized common shares from 200 million to 400 million. Civitas investors will vote on adopting the merger agreement and on a non‑binding advisory vote on merger‑related executive compensation. Each board unanimously supports the deal and urges stockholders to vote in favor. If approved and closing conditions are met, the companies expect to complete the mergers in the first quarter of 2026, after which Civitas shares will be delisted from the NYSE.

Civitas Resources disclosed that on December 18, 2025 it received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its pending merger with SM Energy Company. This antitrust clearance satisfies one of the required conditions to closing the merger but does not itself complete the transaction.

The report emphasizes that the merger remains subject to other conditions, including stockholder approvals and completion of the registration process for SM Energy’s Form S-4 and the joint proxy statement/prospectus. Civitas and SM Energy also highlight typical merger-related risks, such as potential disruption to operations, challenges integrating the two businesses, and uncertainty around achieving expected synergies.

Civitas Resources reported that it received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its pending merger with SM Energy Company. This regulatory milestone removes a key U.S. antitrust review hurdle and satisfies one of the conditions required to close the merger. The combination remains subject to other closing conditions, including stockholder approvals and completion of remaining transaction terms described in their merger agreement and related proxy materials.

SM Energy Company reports a planned leadership change tied to its pending merger with Civitas Resources. Senior Vice President – Business Development and Land, Kenneth J. Knott, will conclude his service in his current role when the two-step merger transaction closes, after which he is expected to remain as an advisor to support transition and integration on terms to be agreed.

The company also discloses that the Federal Trade Commission granted early termination of the 30-day Hart-Scott-Rodino antitrust waiting period effective December 18, 2025, removing a key regulatory hurdle. Closing of the Civitas mergers is now expected in the first quarter of 2026, subject to satisfaction or waiver of remaining customary conditions.

Civitas Resources, Inc. reported that its Board Compensation Committee approved a Ninth Amended and Restated Executive Change in Control and Severance Plan, to become effective the day immediately before the closing of the pending merger between Civitas and SM Energy Company. If the SM Energy merger does not close, the existing Eighth Amended and Restated plan will remain in place.

The new plan keeps the same core terms as the prior version but extends the change in control protection period to 30 months for Tier 1–4 executives, changes COBRA benefit payments to a lump sum paid on the first business day 60 days after termination, and sets cash severance for Tier 1–3 executives as a multiple of base salary plus a deemed target annual bonus equal to 100% of base salary. Civitas also highlighted extensive forward‑looking statement and proxy‑solicitation disclosures related to the proposed SM Energy transaction.

SM Energy uses a conference fireside chat to explain its pending merger with Civitas Resources and the combined company’s financial profile. Management reiterates expectations for $200–$300 million of annual run-rate synergies, primarily from drilling and completion and lease operating expense efficiencies, with an additional $30–$45 million targeted from lower cost of capital over time. They highlight plans to pursue $1+ billion of divestitures within the first year, directing proceeds and strong pro forma free cash flow of about $1.5 billion this year toward debt reduction to move leverage back toward roughly 1x. Rating agencies have reacted favorably and two have assigned a positive outlook, and management believes the combination improves scale, basin diversification and commodity mix while they work through integration, potential service cost deflation and capital allocation across the Permian, Eagle Ford and DJ Basin. The merger is currently expected to close in the first quarter.

Civitas Resources, Inc. filed a Form 8-K noting that, on November 17, 2025, Civitas and SM Energy Company issued a joint press release and investor presentation giving additional details about their anticipated merger. The press release and presentation are attached as Exhibits 99.1 and 99.2 and are incorporated by reference.

The filing emphasizes that this communication includes forward-looking statements about the proposed transaction, the expected combined company, and potential synergies, all subject to significant risks such as regulatory approvals, shareholder votes, integration challenges, and possible termination of the merger agreement. It also explains that SM Energy plans to file a Form S-4 registration statement containing a joint proxy statement/prospectus so stockholders of both companies can evaluate and vote on the proposed merger.

Aristeia Capital filed a Schedule 13G on Civitas Resources (CIVI), reporting beneficial ownership of 6,112,368 shares of common stock, equal to 7.17% of the class. The percentage was calculated using 85,293,095 shares outstanding as of September 30, 2025, as reported in Civitas’s Form 10‑Q.

Aristeia reports sole voting and sole dispositive power over 6,112,368 shares, with no shared power. The event date for the ownership disclosure is September 30, 2025. The filer certified the holdings were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of the issuer.

Civitas Resources (CIVI) reported an insider transaction by Chief Administrative Officer & Secretary Travis L. Counts. On November 8, 2025, 390 common shares were withheld under code F to satisfy tax obligations upon the vesting of restricted stock units at $27.28 per share. After this transaction, Counts directly holds 61,568 CIVI common shares.