CIVI launches $250M accelerated share repurchase, settlement in 3Q25

Civitas Resources (CIVI) filed an 8-K announcing a $250 million accelerated share repurchase (ASR) agreement executed on 8 Aug 2025.

Rhea-AI Filing Summary

Civitas Resources (CIVI) filed an 8-K announcing a $250 million accelerated share repurchase (ASR) agreement executed on 8 Aug 2025. The company will immediately pay the full repurchase price and receive an initial share delivery equal to 80 % of that amount, valued at the stock’s 7 Aug 2025 closing price. The ultimate number of shares retired will be based on the volume-weighted average price (VWAP) over the program’s term, with final settlement expected in 3Q 2025.

The ASR reduces outstanding equity, is expected to be accretive to earnings per share, and signals management’s confidence in cash flow generation. No changes to guidance or financial results were provided. The filing contains standard forward-looking-statement language and highlights commodity-price and macroeconomic risks that could affect future performance.

Positive

• $250 million share repurchase signals confidence and immediately reduces share count, supporting EPS accretion.
• Up-front execution via ASR locks in capital return and limits market execution risk.

Negative

• Uses significant cash, potentially tightening liquidity if commodity prices fall.
• VWAP settlement could reduce the final share tally if the stock price appreciates during the measurement period.

Insights

Equity Strategist

TL;DR: $250 MM ASR is modestly accretive, capital-return friendly, and signals confidence—overall positive.

The transaction equals a meaningful cash outlay and should immediately reduce the float, boosting EPS and ROE metrics once settled. Management’s willingness to allocate capital to buybacks rather than debt pay-down or M&A suggests balance-sheet comfort and limited near-term growth needs. Because final share count is VWAP-based, downside exists if the stock rallies sharply, slightly muting accretion. No funding source disclosed, but prior liquidity suggests execution is manageable. Impact judged positive and moderately impactful to valuation assumptions.

Risk Analyst

TL;DR: Cash deployment boosts leverage marginally; commodity volatility remains key risk.

While ASR supports shareholder returns, committing $250 MM up-front reduces cash reserves and marginally elevates liquidity risk if oil/gas prices weaken. The program’s VWAP feature could result in fewer shares retired if the equity price rises, diluting intended accretion. Forward-looking statements remind investors that commodity price swings and macro factors could offset repurchase benefits. Overall risk profile unchanged; transaction is financially manageable but not transformative.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Civitas Resources (CIVI) file an 8-K on August 8 2025?

The company disclosed entry into a $250 million accelerated share repurchase agreement.

How much stock will CIVI initially receive under the ASR?

Civitas will receive shares equal to 80 % of the $250 million repurchase value, priced at the 7 Aug 2025 close.

When will the ASR be finally settled?

Final settlement is expected to occur within 3Q 2025.

What determines the total number of shares repurchased?

The average VWAP of CIVI’s common stock over the ASR term, subject to standard adjustments.

Does the filing change Civitas Resources’ guidance or financial outlook?

No. The 8-K contains no updates to guidance; it focuses solely on the ASR announcement.

What risks are highlighted in the forward-looking statements?

Commodity-price volatility, economic conditions, and other factors that could cause results to differ materially from expectations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/08/2025 - 08:00 AM Learn about SEC filing dates

0001509589FALSE00015095892025-08-082025-08-08

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

August 8, 2025

Date of Report (Date of earliest event reported)

_______________________

Civitas Resources, Inc.

(Exact name of registrant as specified in its charter)

_______________________

Delaware			001-35371			61-1630631
(State or other jurisdiction of incorporation or organization)			(Commission File No.)			(I.R.S. employer identification number)

555 17th Street, Suite 3700

Denver, Colorado 80202

(Address of principal executive offices, including zip code)

(303) 293-9100

(Registrant’s telephone number, including area code)

_______________________

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

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

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

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

o 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

Name of 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o

Item 8.01.     Other Events.

On August 8, 2025, Civitas Resources, Inc. (the “Company”) entered into an accelerated share repurchase agreement (the “ASR Agreement”) with a financial institution (the “Counterparty”) to repurchase an aggregate of $250 million (the “Repurchase Price”) of the Company’s outstanding common stock, par value $0.01 per share (the “Common Stock”).

Under the terms of the ASR Agreement, the Company will pay the Repurchase Price and receive an initial delivery of Common Stock from the Counterparty with an aggregate value of 80% of the Repurchase Price based on the closing price of the Common Stock on August 7, 2025. The total number of shares that the Company will ultimately repurchase under the ASR Agreement will be determined based on the average of the volume-weighted average price of the Common Stock during the term of the ASR Agreement, subject to certain adjustments pursuant to the terms and conditions of the ASR Agreement. Final settlement of the ASR Agreement is expected to occur within the third quarter of 2025.

Cautionary Statement Regarding Forward-Looking Information

Certain statements in this Current Report on Form 8-K concerning the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions, or future events or performance that are not historical facts are “forward-looking” statements based on assumptions currently believed to be valid. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements included in this Current Report on Form 8-K include statements regarding the Company’s plans and expectations with respect to the ASR Agreement. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to: future financial condition, results of operations, strategy and plans; declines or volatility in the prices we receive for our crude oil, natural gas, and NGLs; and general economic conditions, whether internationally, nationally, or in the regional and local market areas in which we do business, including any future economic downturn, the impact of continued or further inflation, disruption in the financial markets, the imposition of tariffs or trade or other economic sanctions or political instability.

Additional information concerning other factors that could cause results to differ materially from those described above can be found under Item 1A. “Risk Factors” and “Management’s Discussion and Analysis” sections in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, subsequently filed Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the Securities and Exchange Commission.

All forward-looking statements speak only as of the date they are made and are based on information available at the time they were made. The Company assumes no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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.
Date: August 8, 2025			By:			/s/ Adrian Milton
			Name:			Adrian Milton
			Title:			Senior Vice President, General Counsel and Assistant Corporate Secretary