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Civitas (NYSE: CIVI) SVP reports share and PSU disposition in SM Energy merger

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Civitas Resources SVP & Chief Accounting Officer Kayla D. Baird reported the disposition of Civitas equity awards in connection with the company’s merger with SM Energy. On January 30, 2026, she disposed of 11,787 shares of Civitas common stock, leaving her with no directly held Civitas shares.

The filing also shows a disposition of 25,308 performance stock units, reducing her holdings of these derivative awards to zero. Under the merger agreement, each Civitas common share was converted into the right to receive 1.45 shares of SM Energy common stock, and outstanding Civitas RSU and PSU awards were assumed and converted into time-based SM Energy restricted stock unit awards on that same 1.45 exchange ratio, with similar vesting and forfeiture terms.

Positive

  • None.

Negative

  • None.
Insider Baird Kayla
Role SVP & Chief Accounting Officer
Type Security Shares Price Value
Disposition Performance Stock Units 25,308 $0.00 --
Disposition Common Stock 11,787 $0.00 --
Holdings After Transaction: Performance Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct)
Footnotes (1)
  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"). 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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
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*
Baird Kayla
(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)
SVP & Chief Accounting Officer
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 11,787 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 25,308 (3) (3) Common Stock 25,308 (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 Kayla D. Baird 01/30/2026
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CIVI SVP Kayla Baird report on this Form 4?

Kayla D. Baird reported disposing of 11,787 shares of Civitas common stock and 25,308 performance stock units on January 30, 2026. After these transactions, she reported zero directly held Civitas shares and derivative securities, reflecting merger-driven equity conversion.

Why were Kayla Baird’s CIVI shares and performance units disposed at a zero price?

The Form 4 shows a transaction price of $0.00 because the disposition was tied to the Civitas–SM Energy merger, not a market sale. Her Civitas equity was converted into SM Energy equity awards based on the merger’s agreed exchange ratio, rather than sold for cash.

How did the SM Energy merger affect CIVI common stock held by insiders?

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. This applied broadly, including to shares held by executives, replacing their Civitas holdings with SM Energy equity interests.

What happened to Civitas RSU awards held at the time of the merger?

Each Civitas restricted stock unit (RSU) outstanding immediately before the effective time was assumed by SM Energy and converted into a time-based SM Energy RSU. The number of units equaled the Civitas RSUs multiplied by 1.45, rounded up, with similar vesting and forfeiture terms.

How were CIVI performance stock units (PSUs) treated in the SM Energy merger?

Each outstanding Civitas PSU became a time-based SM Energy RSU. The share count was based on the greater of target or actual performance-earned Civitas shares, multiplied by 1.45 and rounded up, keeping time-based vesting and forfeiture but dropping performance-based vesting conditions.

What reference share price is disclosed for SM Energy in this Form 4 footnote?

The footnotes state that on January 29, 2026, the day before the effective time, the closing price of one SM Energy common share was $18.87 on the New York Stock Exchange. This contextual price helps frame the implied value of the merger’s 1.45:1 equity exchange.