Civitas (CIVI) interim CEO shifts 145,241 shares into SM Energy stock

Rhea-AI Filing Summary

Civitas Resources interim CEO and director Wouter T. van Kempen reported the conversion of his Civitas equity in connection with the company’s merger with SM Energy. On January 30, 2026, he disposed of 145,241 shares of Civitas common stock, leaving him with zero Civitas shares.

Under the merger agreement, each Civitas share was converted into the right to receive 1.45 shares of SM Energy common stock. Outstanding Civitas restricted stock units and deferred stock units were also assumed by SM Energy and converted into time-based SM Energy awards using the same 1.45 exchange ratio. The closing price of SM Energy common stock on the NYSE on January 29, 2026, was $18.87 per share.

Insights

Equity compensation and M&A analyst

Insider’s Civitas stake converts into SM Energy equity through merger mechanics.

This Form 4 shows Wouter T. van Kempen, interim CEO and director of Civitas Resources, disposing of 145,241 shares of Civitas common stock at a reported price of $0 per share, resulting in 0 shares remaining. The code D disposition reflects merger consideration, not an open-market sale.

Under the merger agreement, each Civitas share was converted into the right to receive 1.45 shares of SM Energy common stock. Civitas restricted stock units and deferred stock units were similarly converted into SM Energy awards using the 1.45 ratio, with prior vesting terms largely preserved. The reference price for SM Energy stock was $18.87 on January 29, 2026, the day before the effective time.

For investors, the key point is structural: Civitas equity interests, including insider holdings and awards, now track SM Energy rather than Civitas. The filing documents this transition for one senior insider rather than indicating discretionary selling pressure in the market.

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^*

van Kempen Wouter T.

(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
X	Officer (give title below)		Other (specify below)
	Interim CEO

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		145,241	D	(1)(2)(3)	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 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 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 Wouter T. van Kempen	01/30/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Civitas Resources (CIVI) report for January 30, 2026?

Civitas reported that interim CEO and director Wouter T. van Kempen disposed of 145,241 shares of Civitas common stock on January 30, 2026. The transaction used code D and left him with zero Civitas shares following completion of the merger with SM Energy.

Why did Wouter T. van Kempen’s Civitas (CIVI) shares go to zero in this Form 4?

His Civitas holdings went to zero because they were converted in the SM Energy merger. Each Civitas common share was changed into the right to receive 1.45 shares of SM Energy common stock, eliminating his direct Civitas share balance.

What exchange ratio applied to Civitas (CIVI) common stock 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 governed both common shares and the share calculations for converted Civitas equity awards.

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

Each outstanding Civitas restricted stock unit was assumed by SM Energy and converted into a time-based SM Energy restricted stock unit. The number of SM Energy units equaled the Civitas units multiplied by 1.45, rounded up to the nearest whole share with similar vesting terms.

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

Civitas deferred stock units became fully vested and were converted into SM Energy deferred stock units. The new awards reflected the number of Civitas shares underlying each DSU multiplied by 1.45, rounded up, and generally kept the original Civitas DSU terms.

What reference stock price is disclosed for SM Energy in relation to the Civitas (CIVI) merger?

The filing notes that SM Energy common stock closed at $18.87 per share on January 29, 2026. This closing price on the New York Stock Exchange is referenced as the day immediately before the effective time of the Civitas merger.