Civitas Resources (CIVI) CFO reports Civitas share and PSU conversion in SM Energy merger

Rhea-AI Filing Summary

Civitas Resources (CIVI) CFO & Treasurer Marianella Foschi reported the disposition of Civitas equity awards in connection with the company’s merger with SM Energy. On January 30, 2026, she disposed of 119,127 shares of Civitas common stock and 84,982 performance stock units, leaving no Civitas securities directly held.

Under the November 2, 2025 merger agreement, each share of Civitas common stock was converted into the right to receive 1.45 shares of SM Energy common stock. Outstanding Civitas restricted stock units and performance stock units were assumed by SM Energy and converted into time-based SM Energy restricted stock units using the same 1.45 exchange ratio, with vesting and forfeiture terms largely preserved but performance conditions removed for former performance units.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Foschi Marianella

(Last) (First) (Middle)

555 17TH STREET, SUITE 3700

(Street)

DENVER CO 80202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CIVITAS RESOURCES, INC. [ CIVI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2026		D		119,127	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(3)	01/30/2026		D			84,982	(3)	(3)	Common Stock	84,982	(3)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of November 2, 2025 (the "Merger Agreement"), by and among SM Energy Company ("SM Energy"), Cars Merger Sub, Inc., a direct wholly owned subsidiary of SM Energy ("Merger Sub"), and Civitas Resources, Inc. ("Civitas"), (i) Merger Sub was merged with and into Civitas, with Civitas surviving as a wholly owned subsidiary of SM Energy (the "first merger" and the surviving entity, the "first surviving corporation"), and (ii) immediately following the first merger (the "Effective Time"), the first surviving corporation was merged with and into SM Energy, with SM Energy continuing as the surviving corporation and each share of Civitas' common stock, par value $0.01 per share ("Civitas common stock"), was 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").

2. On January 29, 2026, the day prior to the Effective Time, the closing price of one share of SM Energy common stock on the New York Stock Exchange was $18.87. Pursuant to the Merger Agreement, each restricted stock unit of Civitas ("Civitas RSU Award") that was outstanding immediately prior to the Effective Time was assumed by SM Energy and converted into a time-based restricted stock unit award of SM Energy equal to the product obtained by multiplying (i) the number of shares of Civitas common stock subject to such Civitas RSU Award immediately prior to the Effective Time and (ii) 1.45, rounded up to the nearest whole number of shares and generally subject to the same terms and conditions (including as to vesting and forfeiture) as were applicable to such Civitas RSU Award immediately prior to the Effective Time.

3. Pursuant to the Merger Agreement, each performance stock unit of Civitas ("Civitas PSU Award") that was outstanding immediately prior to the Effective Time was assumed by SM Energy and converted into a time-based restricted stock unit award of SM Energy equal to the product obtained by multiplying (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 and (ii) 1.45, rounded up to the nearest whole number of shares and generally subject to the same terms and conditions (including as to time-based vesting and forfeiture, but not any performance-based vesting conditions) as were applicable to such Civitas PSU Award immediately prior to the Effective Time.

	By: /s/ Adrian Milton, Attorney-in-Fact for Marianella Foschi	01/30/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Civitas Resources (CIVI) report for Marianella Foschi?

Civitas reported that CFO & Treasurer Marianella Foschi disposed of 119,127 shares of Civitas common stock and 84,982 performance stock units on January 30, 2026, in connection with the closing of the SM Energy merger, leaving her with no directly held Civitas securities afterward.

How were Civitas (CIVI) shares converted in the SM Energy merger?

Each share of Civitas common stock was converted into the right to receive 1.45 shares of SM Energy common stock. This fixed exchange ratio applied at the merger’s effective time, when Civitas became a wholly owned subsidiary and then merged into SM Energy as the surviving corporation.

What happened to Civitas restricted stock units (RSUs) in the SM Energy deal?

Each outstanding Civitas RSU was assumed by SM Energy and converted into a time-based SM Energy RSU. The new award equaled the number of Civitas RSU shares multiplied by 1.45, rounded up, and generally kept the same vesting and forfeiture conditions as before the effective time.

How were Civitas performance stock units (PSUs) treated after the merger with SM Energy?

Each Civitas PSU became a time-based SM Energy restricted stock unit. The share count used the greater of target or actual performance-earned Civitas shares, multiplied by 1.45 and rounded up, preserving time-based vesting and forfeiture terms but removing the original performance-based vesting conditions.

What stock price reference is disclosed for SM Energy in relation to the Civitas merger?

The filing states that on January 29, 2026, the day before the merger’s effective time, the closing price of one share of SM Energy common stock on the New York Stock Exchange was $18.87, serving as a disclosed market reference point around when the conversion occurred.

What role does Marianella Foschi hold at Civitas Resources (CIVI)?

Marianella Foschi is identified as an officer of Civitas Resources, serving as Chief Financial Officer and Treasurer. The Form 4 indicates the insider filing was made by one reporting person, reflecting her position and the equity award changes triggered by the SM Energy merger.