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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): November 2, 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, 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 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 |
|
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 ¨
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 1.01. | Entry into a Material Definitive Agreement. |
Merger Agreement
On November 2, 2025,
SM Energy Company, a Delaware corporation (“SM Energy”), Cars Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of SM Energy
(“Merger Sub”), and Civitas Resources, Inc., a Delaware corporation (“Civitas”), entered into an Agreement and
Plan of Merger (the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub will merge with and into Civitas, with Civitas surviving
as a wholly owned subsidiary of SM Energy (the “First Company Merger”), and (ii) immediately following the First Company Merger,
Civitas as the surviving corporation (the “First Surviving Corporation”) will merge with and into SM Energy, with SM Energy
continuing as the surviving corporation (the “Second Company Merger” and, together with the First Company Merger, the “Mergers”).
The First Company Merger will become effective at a time agreed by the parties to the Merger Agreement in writing and as specified in
a certificate of merger filed with the Secretary of State of the State of Delaware (the “Effective Time”), and the Second
Company Merger will become effective as specified in a subsequent certificate of merger. Upon consummation of the Mergers and the other
transactions contemplated by the Merger Agreement (the “Transactions”), Civitas and Merger Sub will cease to exist.
Under the terms of the Merger Agreement and as more fully described
below, at the Effective Time, each share of common stock, par value $0.01 per share, of Civitas (“Civitas Common Stock”) issued
and outstanding immediately prior to the Effective Time (other than shares to be cancelled as described below) will be converted into
the right to receive 1.45 shares of common stock, par value $0.01 per share, of SM Energy (“SM Energy Common Stock”). Each
share of Civitas Common Stock held in the treasury of Civitas or owned directly or indirectly by SM Energy or Merger Sub immediately prior
to the Effective Time will be cancelled and will cease to exist, and no consideration will be delivered in exchange therefor. Each share
of capital stock of Merger Sub outstanding immediately prior to the Effective Time will be converted into one share of capital stock of
the First Surviving Corporation. The Merger Agreement also specifies the treatment of Civitas’ outstanding equity awards and warrants
in connection with the Merger. In connection with the consummation of the Mergers, SM Energy’s certificate of incorporation would
be amended to increase the authorized number of shares of SM Energy Common Stock to 400,000,000 shares (the “SM Energy Charter Amendment”).
The board of directors
of Civitas (the “Civitas Board”) unanimously (a) determined that the Transactions are fair to, and in the best interests
of, Civitas and its stockholders (the “Civitas Stockholders”), (ii) approved and declared
advisable the Merger Agreement and the Transactions, (iii) directed that the adoption of the Merger Agreement be submitted to the
holders of Civitas Common Stock for their approval and (iv) resolved to recommend that the Civitas Stockholders vote in favor of the adoption of the Merger Agreement.
SM Energy and Civitas have
agreed to certain governance-related matters. At the Effective Time, the board of directors of SM Energy (the “SM Energy Board,”
and such board of directors at the Effective Time, the “New Board”) will have 11 members, including (a) six directors from
among the members of the SM Energy Board as of the date of the Merger Agreement, two of which will be designated by the Chairman of the
SM Energy Board and four of which shall be designated by mutual agreement of the Chairman of each of the SM Energy Board and the Civitas
Board and (b) five directors from among the members of the Civitas Board
as of the date of the Merger Agreement, two of which will be designated by the Chairman of the Civitas Board and three of which shall
be designated by mutual agreement of the Chairman of each of the SM Energy Board and Civitas Board. The Chairman of the SM Energy Board
as of immediately prior to the Effective Time will serve as Chairman of the New Board.
At the Effective Time, the New Board will have three committees, consisting
of: (i) a Governance and Sustainability Committee, (ii) an Audit Committee and (iii) a Compensation Committee. The chairman of the Governance and Sustainability Committee and the Compensation Committee will be designated by the Chairman of the Civitas Board, and the chairman of the Audit
Committee will be designated by the Chairman of the SM Energy Board. At the Effective Time, each committee will be composed of an equal
number of directors designated by SM Energy and by Civitas.
The closing of the
Mergers is subject to the satisfaction or waiver of certain closing conditions, including, among others, (i) adoption of the Merger
Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Civitas Common Stock entitled to vote
thereon (the “Civitas Stockholder Approval”), (ii) approval of (a) the issuance of SM Energy Common Stock in connection
with the Mergers by the affirmative vote of the holders of a majority of the outstanding shares of SM Energy Common Stock present in
person or represented by proxy at a special meeting of the SM Energy Stockholders and entitled to vote thereon in accordance with
the rules and regulations of the New York Stock Exchange (the “NYSE”) and (b) the SM Energy Charter Amendment by the
votes cast for the SM Energy Charter Amendment by the holders of outstanding shares of SM Energy Common Stock exceeding the votes
cast against the SM Energy Charter Amendment by the holders of outstanding shares of SM Energy Common Stock in accordance with the
Delaware General Corporation Law, in each case, in accordance with the SM Energy organizational documents (collectively, the
“SM Energy Stockholder Approval”), (iii) the expiration or termination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or any other antitrust law relating to the Transactions, as well
as any agreement not to close embodied in a “timing agreement” between the parties to the Merger Agreement and any
governmental entity, (iv) no temporary restraining order, preliminary or permanent injunction or other judgment, order or decree
issued by any court of competent jurisdiction or other legal restraint or prohibition being in effect, and no law having been
enacted, entered, promulgated, enforced or deemed applicable by any governmental entity that, in any such case, prohibits or makes
illegal the consummation of the Mergers, (v) approval for listing on NYSE of the shares of SM Energy Common Stock to be issued in
the First Company Merger, (vi) the effectiveness of the Registration Statement (as defined herein), (vii) the accuracy of
representations and warranties and compliance with covenants of each party, (viii) absence of a material adverse effect on SM Energy
or Civitas, and (ix) receipt by Civitas of an opinion from Civitas' counsel that the Mergers, taken together, will qualify as a
“reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, in each case
subject to the standards set forth in the Merger Agreement.
Each restricted stock unit award of Civitas (a “Civitas RSU Award”)
that is outstanding immediately prior to the Effective Time shall, at the Effective Time, automatically and without any action on the
part of SM Energy, Civitas, or the holder thereof, be assumed by SM Energy and remain subject to the same terms and conditions as were
applicable to such Civitas RSU Award as of immediately prior to the Effective Time (including any vesting and forfeiture provisions, but
taking into account any acceleration provided for in the relevant Civitas equity plan or in the related award agreement by reason of the
Transactions), but shall be converted into an award with respect to a number of shares of SM Energy Common Stock (rounded up to the nearest
whole number of shares) equal to the product of (i) the number of shares of Civitas Common Stock subject to such Civitas RSU Award immediately
prior to the Effective Time and (ii) the exchange ratio of 1.45.
Each performance stock unit award of Civitas (a “Civitas PSU
Award”) that is outstanding immediately prior to the Effective Time shall, at the Effective Time, automatically and without any
action on the part of SM Energy, Civitas, or the holder thereof, be assumed by SM Energy and remain subject to the same terms and conditions
as were applicable to such Civitas PSU Award as of immediately prior to the Effective Time (including any time-based vesting and forfeiture
provisions, but taking into account any acceleration provided for in the relevant Civitas equity plan or in the related award agreement
by reason of the Transactions), but shall be converted into an award with respect to a number of shares of SM Energy Common Stock (rounded
up to the nearest whole number of shares) equal to the product of (i) the greater of (A) the target number of shares of Civitas Common
Stock subject to such Civitas PSU Award as of immediately prior to the Effective Time and (B) the number of shares of Civitas Common Stock
to be earned based on actual achievement of the performance criteria set forth in the applicable award agreement as of immediately prior
to the Effective Time (with such performance to be measured without any pro-ration, by the Compensation Committee of the Civitas Board)
and (ii) the exchange ratio of 1.45.
The Merger Agreement contains customary representations and warranties
of the parties to the Merger Agreement relating to their respective businesses, financial statements and public filings, as applicable,
in each case generally subject to customary materiality and knowledge qualifiers. Additionally, the Merger Agreement provides for customary
pre-closing covenants of SM Energy and Civitas, including covenants relating to conducting their respective businesses in the ordinary
course and refraining from taking certain actions without the consent of the other party. SM Energy and Civitas also agreed to use their
reasonable best efforts to consummate the Transactions and to obtain regulatory approvals.
The Merger Agreement provides that, from the date of the Merger Agreement,
each of SM Energy and Civitas will be subject to certain restrictions on its ability to solicit an alternative Parent Acquisition Proposal
or Company Acquisition Proposal (each as defined in the Merger Agreement), respectively, from third parties, to provide non-public information
to third parties and to engage in discussions with third parties regarding alternative Parent Acquisition Proposals or Company Acquisition
Proposals, as applicable, subject to customary exceptions. SM Energy is required to call a meeting of its stockholders to obtain the SM
Energy Stockholder Approval. Civitas is required to call a meeting of its stockholders to obtain the Civitas Stockholder Approval. Neither
party has the ability to terminate to accept a superior proposal prior to its stockholder meeting.
The
Merger Agreement contains customary termination rights for each of SM Energy and Civitas, including, among others, if the Mergers have
not been consummated by August 3, 2026 (subject to a limited extension to November 2, 2026 for the sole purpose of obtaining antitrust
clearances), if required stockholder approvals are not obtained, or upon a change of recommendation or a material breach by the other
party, in each case on the terms set forth in the Merger Agreement. In certain circumstances, including specified circumstances following
a change of recommendation by the Civitas Board or the receipt by Civitas of a competing acquisition proposal, Civitas will be required
to pay SM Energy a termination fee of $85.0 million (the “Company Termination Fee”), and in reciprocal specified circumstances,
SM Energy will be required to pay Civitas a termination fee of $79.0 million (the “SM Energy Termination Fee”). In other specified
circumstances where the Merger Agreement is terminated following the failure to obtain the required stockholder approval and the Company
Termination Fee or SM Energy Termination Fee, as applicable, is not otherwise payable, the party whose stockholders failed to approve
the transactions will be required to pay the other party $26.0 million (if the Civitas Stockholder Approval is not obtained) or $24.0
million (if the SM Energy Stockholder Approval is not obtained), in each case as reimbursement for the other party’s transaction
expenses.
The foregoing description is qualified in its entirety
by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K.
The representations, warranties
and covenants contained in the Merger Agreement have been made solely for the benefit of the parties thereto. In addition, such representations,
warranties and covenants (i) have been made only for purposes of the Merger Agreement, (ii) have been qualified by (a) matters
specifically disclosed in any reports filed by SM Energy or Civitas with the SEC prior to the date of the Merger Agreement (subject to certain
exceptions) and (b) confidential disclosures made in confidential disclosure letters delivered in connection with the Merger Agreement,
(iii) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material
by investors, (iv) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement
and (v) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than
establishing matters as fact. Accordingly, the Merger Agreement is included with this filing only to provide investors with information
regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the parties thereto
or their respective businesses. Investors should not rely on the representations, warranties and covenants or any descriptions thereof
as characterizations of the actual state of facts or condition of the parties to the Merger Agreement or any of their respective subsidiaries
or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of
the Merger Agreement, which subsequent information may or may not be fully reflected in SM Energy’s public disclosures. The Merger Agreement
should not be read alone, but should instead be read in conjunction with the other information regarding SM Energy and Civitas that is or
will be contained in, or incorporated by reference into, the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents
that SM Energy or Civitas files with the SEC.
Voting Agreement
Following the execution and delivery of the Merger Agreement, Kimmeridge
Chelsea, LLC (“Kimmeridge”) entered into a Voting Agreement (the “Voting Agreement”) with Civitas. The Voting
Agreement provides, among other things, the obligation of Kimmeridge to approve the transactions contemplated by the Merger Agreement,
including the Mergers, subject to the terms and conditions set forth in the Voting Agreement.
The Voting Agreement will terminate upon the earliest to occur of:
(a) the Effective Time, (b) the date on which the Merger Agreement is terminated in accordance with its terms, (c) the mutual written
consent of the parties thereto, (d) the date on which a Company Adverse Recommendation Change (as defined in the Merger Agreement) occurs
and (e) the date of any modification, waiver or amendment to the Merger Agreement effected without Kimmeridge’s consent that (i)
decreases the amount or changes the form of consideration payable to all of the Civitas Stockholders pursuant to the terms of the Merger
Agreement or (ii) otherwise materially adversely affects the interests of Kimmeridge or the Civitas Stockholders.
The foregoing description is qualified in its entirety by reference to the full text of the Voting Agreement, which is attached as Exhibit
10.1 to this Current Report on Form 8-K.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
Employment Letter Amendment with Wouter van Kempen
In connection with the Transactions,
on November 2, 2025, Civitas and Wouter van Kempen entered into an amendment to his employment letter dated August 6, 2025 (the
“Employment Letter Amendment”). The Employment Letter Amendment (i) extends Mr. van Kempen’s term as Interim Chief
Executive Officer of Civitas through the closing of a “change in control” (as defined in Civitas’ 2024 Long Term Incentive
Plan), (ii) provides that Mr. van Kempen’s annualized base salary will remain at $1,500,000, and (iii) provides that Mr.
van Kempen will participate as a Tier 1 Executive under the Civitas Resources, Inc. Eighth Amended and Restated Executive Change in Control
and Severance Plan (the “Severance Plan”), with the termination of his employment at the end of his term being treated as
a termination without Cause following a Change in Control (as such capitalized terms are defined in the Severance Plan).
As a Tier 1 Executive under
the Severance Plan, upon the end of his term, Mr. van Kempen will be eligible to receive (i) a lump sum cash severance payment equal
to 3.0x his then-current base salary, (ii) treatment of his outstanding Civitas equity awards in accordance with the applicable award
agreement, and (iii) reimbursement for the cost of any COBRA premiums he incurs for a period of up to 24 months following his termination.
The foregoing descriptions
of the Employment Letter Amendment and the Severance Plan are qualified in their entirety by reference to the full text thereof, copies
of which are attached as Exhibit 10.2 and Exhibit 10.3 to this Current Report on Form 8-K.
Forward-Looking Statements
This Current Report on
Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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 contemplated by the Merger Agreement (the
“Transaction”), 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, including the timing, receipt and terms and conditions of any
required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to
abandon 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 of 1933, as amended.
Additional Information and Where to Find It
In connection with the proposed transaction, SM
Energy intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”) that will include
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/Overview/default.aspx. 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 when it becomes
available 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.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit
No. |
|
Description |
| 2.1 |
|
Agreement and Plan of Merger among SM Energy Company, Cars Merger Sub, Inc.,
and Civitas Resources, Inc., dated as of November 2, 2025. |
| 10.1 |
|
Voting Agreement, dated as of November 3, 2025, by and between Civitas Resources, Inc. and Kimmeridge Chelsea, LLC. |
| 10.2 |
|
Employment Letter Amendment, dated as of November 2, 2025, by and between Civitas Resources, Inc. and Wouter van Kempen. |
| 10.3 |
|
Civitas
Resources, Inc. Eighth Amended and Restated Executive Change in Control and Severance Benefit Plan (Incorporated by reference to
Exhibit 10.1 to Civitas Resources, Inc.’s Current Report on Form 8-K (File No. 001-35371) filed with the Securities and Exchange
Commission on January 25, 2022). |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL). |
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: November 3, 2025 |
By: |
/s/ Adrian Milton |
| |
Name: |
Adrian Milton |
| |
Title: |
Senior Vice President, General Counsel and Assistant
Corporate Secretary |
