[Form 4] Civitas Resources, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Atlas Venture-affiliated funds have filed Amendment No. 1 to Schedule 13D for Vigil Neuroscience (VIGL).

The filing records the 5 Aug 2025 closing of Vigil’s merger with Sanofi. Under the Agreement and Plan of Merger, every Vigil common share— including those held by the reporting funds—was converted into (i) $8.00 cash plus (ii) a contingent value right (CVR) worth up to $2.00 payable upon a defined clinical milestone.

Consequently, Atlas Venture Fund XII, Atlas Venture Opportunity Fund I and their associated GP/LLC entities now beneficially own zero shares, hold no voting or dispositive power, and no longer exceed the 5 % ownership reporting threshold. Items 1, 4 and 5 of the original 13D have been updated to reflect the completed transaction and exit; all other information remains unchanged. A Joint Filing Agreement is filed as Exhibit 99.1 and each entity’s CFO, Ommer Chohan, has signed and dated the amendment (7 Aug 2025).

No additional purchases or sales occurred during the 60-day look-back period.

Positive

• Merger closed; shareholders received $8.00 in cash plus a potential $2.00 CVR.
• Atlas Venture’s exit removes insider ownership overhang and confirms full liquidity event for prior investors.

Negative

• None.

Insights

M&A Specialist

TL;DR: Filing confirms Sanofi’s $8 + $2 CVR take-out has closed; reporting funds exit with zero ownership.

The amendment is largely administrative but important: it certifies that the Vigil-Sanofi merger consummated on 5 Aug 2025 and fixes the final economics—$8 cash plus a CVR. Atlas Venture’s complete divestiture eliminates any future insider overhang and signals finalization of all equity consideration. Investors now focus solely on CVR milestone probability and Sanofi’s integration plans. The disclosure is well-structured and removes Vigil from stand-alone public-company analysis.

Portfolio Manager

TL;DR: Atlas Venture’s 0 % stake post-merger ends insider influence; liquidity event realized at $8/share.

From a portfolio-allocation view, the filing has positive, though largely foreseen, impact. Cash proceeds are locked in and only the CVR’s risk-adjusted value remains uncertain. With no residual float from a major holder, liquidity for remaining minority holders is moot—Vigil is now a Sanofi subsidiary. The amendment offers closure rather than new opportunity, but it eliminates ownership ambiguity and confirms payout terms.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

van Kempen Wouter T.

(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
X	Officer (give title below)		Other (specify below)
	Interim CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2025

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	08/06/2025		A		117,805(1)	A	$0	145,241	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. Represents restricted stock units ("RSUs") granted in connection with the Reporting Person's appointment as the Interim Chief Executive Officer of the Issuer. The RSUs shall become fully vested on the earlier of (i) February 27, 2026 and (ii) the effective date of the appointment of a permanent Chief Executive Officer of the Issuer, in each case, subject to the Reporting Person's continued service as the Interim Chief Executive Officer of the Issuer through the applicable vesting date.

Remarks:

	By: Adrian Milton, Attorney-in-Fact for Wouter T. van Kempen	08/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

When did the Vigil Neuroscience (VIGL) merger with Sanofi close?

August 5, 2025, the effective date stated in the Schedule 13D/A.

What did VIGL shareholders receive at closing?

Each share converted into $8.00 cash plus one CVR worth up to $2.00 if a clinical milestone is met.

How many VIGL shares do Atlas Venture entities now own?

Zero. The amendment states they no longer beneficially own any common stock.

Why was an amendment to Schedule 13D necessary?

To update Items 1, 4 and 5 reflecting the merger completion and the funds’ cessation of >5 % ownership.

Is there any ongoing voting or dispositive power held by Atlas Venture?

No. The filing reports 0 voting and 0 dispositive power across all entities.