Civitas director exits 61,393 shares in SM merger

Civitas Resources director reports share conversion tied to SM Energy merger.

Rhea-AI Filing Summary

Civitas Resources director reports share conversion tied to SM Energy merger. Director Carrie M. Fox reported the disposition of 61,393 shares of Civitas common stock on January 30, 2026, leaving her with zero Civitas shares. The transaction reflects the completed merger in which each Civitas share was converted into the right to receive 1.45 shares of SM Energy common stock.

In connection with the merger, each outstanding Civitas deferred stock unit became fully vested and was converted into a time-based deferred stock unit award of SM Energy, using the same 1.45-to-1 share conversion ratio, generally preserving the prior award terms.

Insider Trade Summary

Disposition: 61,393 shares

Disposition 1 txn

Insider Fox Carrie M

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	61,393	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 4 for CIVITAS RESOURCES (CIVI) report for Carrie M. Fox?

The Form 4 reports that director Carrie M. Fox disposed of 61,393 Civitas common shares. The disposition occurred on January 30, 2026, in connection with the completion of the merger with SM Energy, leaving her with no remaining Civitas common stock ownership.

How many CIVITAS RESOURCES (CIVI) shares were involved in Carrie M. Fox’s Form 4 filing?

The filing shows 61,393 shares of Civitas common stock were disposed of. These shares were converted as part of the merger transaction rather than sold for cash, and following the transaction, the Form 4 reports that she beneficially owned zero Civitas common shares.

What are the merger terms affecting CIVITAS RESOURCES (CIVI) common stock in this Form 4?

Each Civitas common share was converted into the right to receive 1.45 SM Energy common shares. This share-for-share exchange was implemented at the merger’s effective time when Civitas became a wholly owned subsidiary and then merged into SM Energy as the surviving corporation.

How did the SM Energy merger impact Civitas deferred stock units mentioned in the filing?

Each outstanding Civitas deferred stock unit became fully vested at the merger effective time. Those units were assumed by SM Energy and converted into time-based deferred stock unit awards of SM Energy, using the number of underlying Civitas shares multiplied by the 1.45 exchange ratio, rounded up.

What role does Carrie M. Fox have at CIVITAS RESOURCES (CIVI) in this Form 4?

The Form 4 identifies Carrie M. Fox as a director of Civitas Resources. She is not reported as an officer or 10% owner. The filing reflects her change in ownership position resulting from the merger-related share conversion and subsequent elimination of her Civitas common stock holdings.

Was the 61,393-share transaction in CIVITAS RESOURCES (CIVI) an open-market sale?

No, the 61,393-share disposition is reported in connection with the SM Energy merger. The shares were converted under the merger agreement at a fixed 1.45-to-1 exchange ratio into SM Energy common stock, rather than sold on the open market for a stated cash price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/30/2026 - 02:53 PM Learn about SEC filing dates

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
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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^*

Fox Carrie M

(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		61,393	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 Carrie M. Fox	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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