Civitas Resources (NYSE: CIVI) revises change-in-control plan for SM Energy merger

Rhea-AI Filing Summary

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.

Insights

Corporate governance and executive compensation analyst

Civitas aligns executive severance terms with its pending SM Energy merger.

Civitas Resources has updated its executive change in control and severance plan to apply specifically in connection with the proposed merger with SM Energy. The amended plan only becomes effective immediately before the merger closing, and the existing plan stays in force if the transaction does not proceed.

Key changes include a 30‑month post–change in control protection period for Tier 1–4 executives, lump-sum COBRA payments 60 days after termination, and severance for Tier 1–3 executives based on a multiple of base salary plus a deemed target bonus of 100% of base salary. These terms clarify potential executive payouts in connection with the merger and may influence how leadership navigates the transaction process.

The disclosure sits alongside extensive cautionary language about the merger’s risks, approvals, and stockholder votes, emphasizing that the transaction’s completion, integration, and synergy realization remain subject to regulatory reviews, stockholder approvals, and other conditions described in future joint proxy and registration materials.

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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 1, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 1, 2025, the Compensation Committee of the Board of Directors of Civitas Resources, Inc. (the “Company”) approved the Civitas Resources, Inc. Ninth Amended and Restated Executive Change in Control and Severance Plan (the “Amended Plan”), to become effective as of the day immediately prior to the closing of the pending merger between SM Energy Company and the Company (the “SM Merger”). If the SM Merger does not occur, the Amended Plan will not take effect, and the Eighth Amended and Restated Executive Change in Control and Severance Plan, effective as of January 21, 2022 (the “Prior Plan”), will remain in effect. Capitalized terms used but not defined herein have the meanings given to them in the Amended Plan.

 The Amended Plan contains the same terms as the Prior Plan (which are described in the Company’s definitive proxy statement on Schedule 14A for its 2025 Annual Meeting of Stockholders, filed with the SEC on April 21, 2025, in the section titled “Eighth Amended and Restated Severance Plan”, which section is hereby incorporated by reference herein), except: (i) the change in control protection period will be 30 months following a Change in Control for participants who are Tier 1-4 Executives, (ii) COBRA payments will be paid in a lump sum on the first business day 60 days following an Eligible Individual’s termination date, and (iii) the cash severance amount for participants who are Tier 1-3 Executives will be calculated as a multiple of the sum of their base salary and a deemed target annual bonus equal to 100% of their base salary.

The above description is a summary of certain terms of the Amended Plan and is subject to and qualified in its entirety by the terms of the Amended Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Civitas Resources, Inc. Ninth Amended and Restated Executive Change in Control and Severance Plan.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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 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.

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. 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.

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 4, 2025	By:	/s/ Adrian Milton
	Name:	Adrian Milton
	Title:	Senior Vice President, General Counsel and Assistant Corporate Secretary

FAQ

What did Civitas Resources (CIVI) announce in this Form 8-K?

Civitas Resources disclosed that its Compensation Committee approved the Ninth Amended and Restated Executive Change in Control and Severance Plan, which will become effective the day immediately before the closing of the pending merger with SM Energy Company. If that merger does not close, the prior Eighth Amended and Restated plan will remain in effect.

How does the new Civitas executive severance plan change the protection period?

The amended plan extends the change in control protection period to 30 months following a Change in Control for participants who are Tier 1–4 executives, compared with the terms described under the prior plan referenced in Civitas’ 2025 proxy statement.

How are COBRA benefits paid under the amended Civitas severance plan?

Under the amended plan, COBRA payments will be paid in a lump sum on the first business day that is 60 days after an eligible executive’s termination date, rather than over time.

How is executive cash severance calculated in the new Civitas plan?

For Tier 1–3 executives, the cash severance amount is calculated as a multiple of the sum of the executive’s base salary and a deemed target annual bonus equal to 100% of base salary, as specified in the amended plan.

Is the Civitas amended severance plan effective if the SM Energy merger does not close?

No. If the pending merger between SM Energy and Civitas does not occur, the amended plan will not take effect, and the Eighth Amended and Restated Executive Change in Control and Severance Plan will continue to govern.

What other merger-related information does Civitas highlight in this disclosure?

Civitas notes that SM Energy plans to file a Form S-4 registration statement containing a joint proxy statement/prospectus for the proposed transaction and urges investors to read that document and related SEC filings when available, as they will contain important information about both companies and the merger.