Civitas Resources (CIVI) director swaps 50,317 shares in SM Energy stock merger

Rhea-AI Filing Summary

Civitas Resources director Howard A. Willard reported the disposition of 50,317 shares of Civitas common stock in connection with the company’s merger with SM Energy. The shares were converted, not sold for cash, leaving him with zero Civitas shares directly held after the transaction on January 30, 2026.

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 also became fully vested and were converted into time-based SM Energy deferred stock units using the same 1.45 exchange ratio, rounded up to the nearest whole share.

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^*

Willard Howard A.

(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		50,317	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 Howard A. Willard	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 insider transaction did Civitas Resources (CIVI) report in this Form 4?

The filing shows director Howard A. Willard disposed of 50,317 shares of Civitas common stock on January 30, 2026. This disposition reflects conversion of his shares in the completed merger with SM Energy, leaving him with zero Civitas shares directly held.

How were Civitas Resources (CIVI) shares exchanged 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.

What happened to Civitas Resources (CIVI) deferred stock units in the merger?

Each outstanding Civitas deferred stock unit (DSU) became fully vested at the merger’s effective time. Those DSUs were then assumed by SM Energy and converted into time-based SM Energy DSU awards using the 1.45 exchange ratio, rounded up to the nearest whole share.

What price reference for SM Energy stock is disclosed in the Civitas (CIVI) Form 4?

The filing notes that on January 29, 2026, the day before the merger’s effective time, one share of SM Energy common stock closed at $18.87 on the New York Stock Exchange. This provides a market value reference around the conversion date.

What is Howard A. Willard’s role at Civitas Resources (CIVI) in this filing?

The reporting person, Howard A. Willard, is identified as a director of Civitas Resources, Inc. He is not listed as an officer or 10% owner in this Form 4, and the reported transaction covers his Civitas common stock position.

Did Howard A. Willard retain any Civitas (CIVI) shares after the reported transaction?

No. After the reported disposition of 50,317 Civitas shares in connection with the SM Energy merger, the Form 4 lists 0 shares of Civitas common stock beneficially owned directly by Howard A. Willard following the transaction.