Civitas (CIVI) director’s 12,096 shares converted at 1.45x in SM Energy merger

Rhea-AI Filing Summary

Civitas Resources director Lloyd W. Helms Jr. reported the disposition of 12,096 shares of Civitas common stock on January 30, 2026. This reflects completion of the merger in which Civitas combined with SM Energy Company, not an open-market sale.

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. Civitas deferred stock units also became fully vested and were converted into time-based deferred stock unit awards of SM Energy using the same 1.45 exchange ratio.

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Director’s Civitas shares were converted into SM Energy equity via merger, not sold for cash.

The reported disposition of 12,096 Civitas shares by director Lloyd W. Helms Jr. is tied to the closing of the merger with SM Energy. Each Civitas share became the right to receive 1.45 SM Energy shares, so Helms’ economic interest moved rather than disappearing.

Deferred stock units in Civitas fully vested at the effective time and were converted into SM Energy deferred stock units using the same 1.45 exchange ratio. This is standard in all-stock deals, aligning director and executive incentives with the combined company after January 30, 2026.

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

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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^*

Helms Lloyd W Jr

(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		12,096	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 Lloyd W. Helms, Jr.	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 for Lloyd W. Helms Jr.?

Lloyd W. Helms Jr., a director of Civitas Resources, reported disposing of 12,096 shares of Civitas common stock on January 30, 2026. This reflects share conversion in the SM Energy merger rather than a cash sale in the open market.

How were Civitas Resources (CIVI) shares treated 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 determined how many SM Energy shares former Civitas shareholders and directors received at closing.

Why does the Form 4 for CIVITAS RESOURCES show a price of $0.00 for the director’s share disposition?

The Form 4 lists a price of $0.00 because the 12,096 Civitas shares were not sold for cash. Instead, they were converted into SM Energy common stock under the agreed 1.45-for-1 merger exchange ratio, making it a non-cash equity transaction.

What happened to Civitas Resources deferred stock unit (DSU) awards in the SM Energy merger?

Each Civitas DSU Award vested fully immediately before the merger’s effective time. These units were then assumed by SM Energy and converted into time-based deferred stock unit awards of SM Energy, using the same 1.45 exchange ratio, with similar terms and conditions.

Did Lloyd W. Helms Jr. retain an equity interest after the Civitas–SM Energy merger?

The filing shows Helms’ Civitas holdings going to zero shares after the transaction. However, those shares were converted into rights to receive SM Energy common stock under the 1.45-to-1 exchange ratio, shifting his equity exposure to the combined company.