UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(D)
of the
Securities Exchange Act of 1934
Date of report (Date
of earliest event reported): December 18, 2025
Civitas Resources, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-35371 |
61-1630631 |
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S.
Employer
Identification No.) |
| 555
17th Street, Suite 3700 |
|
| Denver,
Colorado |
80202 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone
number, including area code: (303) 293-9100
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:
x 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))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each
exchange
on which registered |
| Common
stock, par value $0.01 per share |
|
CIVI |
|
New York Stock Exchange |
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ¨
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. ¨
Item 7.01 Regulation FD Disclosure.
On December 18, 2025,
Civitas Resources, Inc. (“Civitas”) received notification of early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, with respect to the pending merger (the “pending merger”) between Civitas
and SM Energy Company (“SM Energy”). The termination satisfies one of the conditions to the closing of the pending merger.
The information in this Item
7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed
to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the
Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference
in such filing.
Forward-Looking Statements
This Current Report on Form 8-K
contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of
the Exchange Act. All statements, other than statements of historical fact, included in this Current Report on Form 8-K that address
events or developments that SM Energy and Civitas expect, believe, or anticipate will or may occur in the future are forward-looking statements.
The words “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. Forward-looking
statements in this Current Report on Form 8-K include, but are not limited to, statements regarding the transactions (the “Transaction”)
contemplated by that certain Agreement and Plan of Merger, dated November 2, 2025 (the “Merger Agreement”), pro forma
descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future
performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking
statements included in this Current Report on Form 8-K. These include the expected timing and likelihood of completion of the Transaction,
the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise
to the termination of the Merger Agreement, the possibility that stockholders of SM Energy or Civitas may not approve the Transaction,
the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all, risks related to
disruption of management time from ongoing business operations due to the Transaction, the risk that any announcements relating to the
Transaction could have adverse effects on the market price of SM Energy’s common stock or Civitas’ common stock, the risk
that the Transaction and its announcement could have an adverse effect on the ability of SM Energy and Civitas to retain customers and
retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses
generally, the risk the pending Transaction could distract management of both entities and they will incur substantial costs, the risk
that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating
as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer
than expected to achieve those synergies and other important factors that could cause actual results to differ materially from those projected.
All such factors are difficult to predict and are beyond SM Energy’s or Civitas’ control, including those detailed in SM Energy’s
annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website
at sm-energy.com/investors and on the SEC’s website at http://www.sec.gov, and those detailed in Civitas’ annual reports on
Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on Civitas’ website
at ir.civitasresources.com/investor-relations and on the SEC’s website at http://www.sec.gov. All forward-looking statements are
based on assumptions that SM Energy and Civitas believe to be reasonable but that may not prove to be accurate. Such forward-looking statements
are based on assumptions and analyses made by SM Energy and Civitas in light of their perceptions of current conditions, expected future
developments, and other factors that SM Energy and Civitas believe are appropriate under the circumstances. These statements are subject
to a number of known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance and actual
events may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in
this Current Report on Form 8-K speak as of the date of this Current Report on Form 8-K.
No Offer or Solicitation
This communication is for
informational purposes only and is not intended to, and shall not, constitute an offer to buy or sell or the solicitation of an offer
to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act.
Additional Information and Where to Find It
In connection with the proposed
transaction, SM Energy has filed with the SEC a registration statement on Form S-4 (No. 333-291956) (the “Registration
Statement”) that includes a joint proxy statement of SM Energy and Civitas and a prospectus of SM Energy (the “Joint Proxy
Statement/Prospectus”). Each of SM Energy and Civitas may also file other relevant documents with the SEC regarding the proposed
transaction. This communication is not a substitute for the Joint Proxy Statement/Prospectus or Registration Statement or any other document
that SM Energy or Civitas, as applicable, may file with the SEC in connection with the proposed transaction. After the Registration Statement
has been declared effective by the SEC, a definitive Joint Proxy Statement/Prospectus will be mailed to the stockholders of each of SM
Energy and Civitas. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF SM ENERGY AND CIVITAS ARE
URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT SM ENERGY, CIVITAS, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors
and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus, as well
as other filings containing important information about SM Energy, Civitas and the proposed transaction, once such documents are filed
with the SEC through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed with the SEC by SM Energy
will be available free of charge on SM Energy’s website at https://www.sm-energy.com/investors. Copies of the documents filed with
the SEC by Civitas will be available free of charge on Civitas’ website at https://ir.civitasresources.com/investor-relations. The
information included on, or accessible through, SM Energy’s or Civitas’ website is not incorporated by reference into this
communication.
Participants in the Solicitation
SM Energy, Civitas and certain
of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information about the directors and executive officers of SM Energy, including a description of their direct or
indirect interests, by security holdings or otherwise, is set forth in SM Energy’s proxy statement for its 2025 Annual Meeting of
Stockholders, which was filed with the SEC on April 7, 2025 (and which is available at https://www.sec.gov/Archives/edgar/data/893538/000089353825000032/sm-20250404.htm)
and a Form 8-K filed by SM Energy on September 8, 2025 (and which is available at https://www.sec.gov/Archives/edgar/data/893538/000089353825000116/sm-20250904.htm).
Information about the directors and executive officers of Civitas, including a description of their direct or indirect interests, by security
holdings or otherwise, is set forth in a Form 8-K filed by Civitas on August 6, 2025 (and which is available at https://www.sec.gov/Archives/edgar/data/1509589/000110465925074774/tm2522747d1_8k.htm),
a Form 8-K filed by Civitas on May 7, 2025 (and which is available at https://www.sec.gov/Archives/edgar/data/1509589/000110465925045550/tm2514090d1_8k.htm),
and Civitas’ proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 21, 2025 (and
which is available at https://www.sec.gov/Archives/edgar/data/1509589/000155837025005077/civi-20241231xdef14a.htm). Other information
regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the
proposed transaction when such materials become available. Investors should read the Joint Proxy Statement/Prospectus carefully before
making any voting or investment decisions. You may obtain free copies of these documents from SM Energy and Civitas using the sources
indicated above.
SIGNATURE
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.
| |
CIVITAS RESOURCES, INC. |
| |
|
|
| Dated: December 19, 2025 |
By: |
/s/ Adrian Milton |
| |
Name: |
Adrian Milton |
| |
Title: |
Senior Vice President, General Counsel and
Assistant Corporate Secretary |
