STOCK TITAN

[Form 4] CIVITAS RESOURCES, INC. Insider Trading Activity

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

Rhea-AI Filing Summary

Canada Pension Plan Investment Board, as a 10% owner of Civitas Resources, Inc., reported an indirect change in ownership of 9,524,201 shares of Civitas common stock with no transaction price, coded as "J" (other acquisition or disposition).

The change reflects completion of a merger in which Civitas was combined with SM Energy Company. Each eligible Civitas common share was automatically converted into the right to receive 1.45 shares of SM Energy common stock, with cash paid instead of any fractional SM Energy shares. The Civitas shares were held directly by CPPIB Crestone Peak Resources Canada Inc., making Canada Pension Plan Investment Board an indirect beneficial owner.

Positive

  • None.

Negative

  • None.
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*
CANADA PENSION PLAN INVESTMENT BOARD

(Last) (First) (Middle)
ONE QUEEN STREET EAST
STE 2500

(Street)
TORONTO A6 M5C 2W5

(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 X 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 J 9,524,201 D (1) 0 I See Footnote(2)
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. On January 30, 2026, pursuant to the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement") dated as of November 2, 2025, by and among the Issuer, SM Energy Company ("SM Energy"), and Cars Merger Sub, Inc., a direct wholly owned subsidiary of SM Energy ("Merger Sub"), (i) Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of SM Energy (the "First Merger"), and (ii) immediately following the First Merger, the Issuer merged with and into SM Energy, with SM Energy continuing as the surviving corporation (the "Second Merger" and, together with the First Merger, the "Mergers"). Immediately following the First Merger, each eligible share of Issuer Common Stock (the "Common Stock") was converted automatically into the right to receive 1.45 shares of SM Energy common stock, with cash paid in lieu of the issuance of any fractional shares of SM Energy common stock.
2. The Common Stock reported herein was held directly by CPPIB Crestone Peak Resources Canada Inc. ("CP Canada") and Canada Pension Plan Investment Board is an indirect beneficial owner of such shares of Common Stock owned by CP Canada.
CANADA PENSION PLAN INVESTMENT BOARD, By: /s/ Pierre Abinakle, Managing Director, Head of Compliance 02/03/2026
CPPIB Crestone Peak Resources Canada Inc., By: /s/ Brian Savage, Secretary 02/03/2026
** 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.
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United States
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