Civitas (NYSE: CIVI) director stock converted in SM Energy merger

Rhea-AI Filing Summary

Civitas Resources director Morris R. Clark reported the disposition of 43,317 shares of Civitas common stock. The transaction reflects the closing of a merger in which Civitas became a wholly owned subsidiary of SM Energy Company.

Under the merger agreement, each share of Civitas common stock was converted into the right to receive 1.45 shares of SM Energy common stock. Deferred stock unit awards tied to Civitas shares became fully vested and were converted into time-based deferred stock unit awards of SM Energy using the same 1.45 exchange ratio. After the transaction, Clark reported owning no Civitas common shares.

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^*

Clark Morris R

(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)

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

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		43,317	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

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 deferred stock unit of Civitas ("Civitas DSU Award") that was outstanding immediately prior to the Effective Time, pursuant to the Merger Agreement and the terms of the Civitas DSU Award, became fully vested and was assumed by SM Energy and converted into a time-based deferred 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 DSU 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 as were applicable to such Civitas DSU Award immediately prior to the Effective Time.

	By: /s/ Adrian Milton, Attorney-in-Fact for Morris R. Clark	01/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What does the latest Form 4 for CIVITAS RESOURCES (CIVI) show?

The Form 4 shows director Morris R. Clark disposed of 43,317 shares of Civitas common stock in a merger with SM Energy. Each Civitas share was converted into the right to receive 1.45 SM Energy shares under the merger agreement.

How many CIVI shares did director Morris R. Clark report after the merger?

After the reported transaction, Morris R. Clark reported owning 0 shares of Civitas common stock. His prior Civitas holdings were converted into rights to receive SM Energy common stock according to the 1.45-to-1 share exchange ratio defined in the merger agreement.

What were the terms of the Civitas–SM Energy share exchange for CIVI investors?

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 to both standard Civitas shares and deferred stock unit awards outstanding immediately prior to the merger’s effective time.

How were Civitas deferred stock unit (DSU) awards treated in the SM Energy merger?

Each outstanding Civitas DSU Award fully vested at the merger’s effective time and was assumed by SM Energy. Awards were converted into time-based SM Energy DSUs using the same 1.45 exchange ratio, rounded up to the nearest whole share, with prior terms generally preserved.

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

The filing notes 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. This provides context for the Civitas-to-SM Energy share exchange ratio.

What role does Morris R. Clark hold at CIVITAS RESOURCES (CIVI)?

Morris R. Clark is identified as a director of Civitas Resources, Inc. in the Form 4. The filing indicates the report is made by a single reporting person, and it reflects his holdings in connection with the completed merger into SM Energy.