Civitas (NYSE: CIVI) officer logs stock and PSU conversion after merger

Rhea-AI Filing Summary

Civitas Resources Chief Administrative Officer and Secretary Travis L. Counts reported the disposition of company equity awards in connection with the merger between Civitas and SM Energy. On January 30, 2026, he reported the disposition of 61,568 shares of Civitas common stock and 82,730 performance stock units, all at a transaction price of $0.00 per unit, leaving no Civitas equity awards directly held after the transaction.

Under the November 2, 2025 merger agreement, Civitas became a wholly owned subsidiary of SM Energy, and 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 unit awards using the same 1.45 conversion factor, with generally similar vesting and forfeiture terms but without performance-based vesting conditions for the former performance awards.

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^*

Counts Travis L

(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)
	Chief Admn Officer & Secretary

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		61,568	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			82,730	(3)	(3)	Common Stock	82,730	(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 Travis L. Counts	01/30/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Civitas Resources (CIVI) report for Travis L. Counts?

Civitas Resources reported that executive Travis L. Counts disposed of 61,568 shares of Civitas common stock and 82,730 performance stock units at a reported price of $0.00 per unit, leaving him with no directly held Civitas equity awards after the merger-related conversion.

Why did Travis L. Counts’ Civitas (CIVI) shares and units show as disposed at $0.00?

The reported $0.00 disposition reflects a merger-related equity conversion, not an open-market sale. In the SM Energy merger, Civitas common stock and equity awards were converted into SM Energy stock and time-based restricted stock units under the agreed exchange and assumption terms.

How were Civitas (CIVI) common 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 stock-for-stock exchange ratio applied at the merger’s effective time, when Civitas became a wholly owned subsidiary of SM Energy.

What happened to Civitas (CIVI) restricted stock units under the merger?

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

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

Outstanding Civitas performance stock units were converted into SM Energy time-based restricted stock unit awards. The share count used the greater of target or performance-earned Civitas shares, multiplied by 1.45 and rounded up, keeping time-based vesting and forfeiture but removing performance-based vesting conditions.

What role does Travis L. Counts hold at Civitas Resources (CIVI)?

Travis L. Counts is identified as an officer of Civitas Resources, serving as Chief Administrative Officer and Secretary. His reported transactions involve equity awards tied to that executive position and were adjusted in connection with the completed merger with SM Energy.