Welcome to our dedicated page for Civitas Solns SEC filings (Ticker: CIVI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Civitas Resources, Inc. (NYSE: CIVI) SEC filings page on Stock Titan brings together the company’s regulatory disclosures, including current reports on Form 8-K related to operations, capital markets activity, governance changes, and its pending merger with SM Energy Company. These filings provide detailed insight into how Civitas manages its exploration and production business in the Permian and DJ Basins, its capital structure, and key corporate events.
Recent Forms 8-K describe the Agreement and Plan of Merger under which a subsidiary of SM Energy will merge with Civitas, followed by a second-step merger in which Civitas will merge with and into SM Energy. The filings outline the agreed exchange ratio of 1.45 shares of SM Energy common stock for each share of Civitas common stock, the required stockholder approvals, antitrust review under the Hart-Scott-Rodino Act, and other closing conditions. Additional 8-Ks furnish joint press releases and investor presentations explaining the transaction and anticipated synergies.
Other 8-K filings cover quarterly results announcements, leadership transitions, executive employment and severance arrangements, accelerated share repurchase agreements, and capital return authorizations. Civitas also files reports regarding senior notes offerings, including the use of proceeds to repay borrowings under its revolving credit facility.
On Stock Titan, these SEC filings are paired with AI-powered summaries that help explain the key points of lengthy documents, such as merger agreements, executive compensation plans, or capital markets disclosures. Users can quickly see what each filing means, while still having access to the full text as filed with the SEC. Real-time updates from EDGAR ensure that new CIVI filings, including future 10-K, 10-Q, 8-K, and Form 4 submissions, appear promptly with concise AI-generated highlights.
The Vanguard Group filed an amended Schedule 13G/A reporting beneficial ownership of 8,429,741 shares of Civitas Resources Inc common stock, representing 9.88% of the class as of 12/31/2025.
Vanguard reports shared voting power over 578,842 shares and shared dispositive power over 8,429,741 shares, with no sole voting or dispositive authority. The filing states the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of Civitas Resources. Vanguard explains that, following an internal realignment effective 01/12/2026, certain subsidiaries or business divisions are expected to report beneficial ownership separately while pursuing the same investment strategies. Vanguard’s clients have rights to dividends and sale proceeds, but no single other person has an interest exceeding 5% of the class.
Civitas Resources, Inc. has had its common stock removed from listing and registration on the New York Stock Exchange under Section 12(b) of the Securities Exchange Act of 1934. The NYSE filed Form 25, certifying it met all requirements to strike this class of securities from listing.
Energy Company reported that its stockholders approved two proposals related to its pending merger with Civitas Resources, Inc. at a special meeting held on January 27, 2026. The merger is governed by a previously announced Agreement and Plan of Merger among Energy, Civitas and a merger subsidiary.
The first merger-related proposal received 86,811,927 votes in favor, 453,043 against and 361,226 abstentions. A second proposal received 86,363,965 votes in favor, 896,440 against and 365,791 abstentions, with no broker non-votes on either item. Energy and Civitas also issued a joint press release announcing the results of their stockholder meetings and the expected closing date of the proposed transaction.
Civitas Resources reported the results of a special stockholder meeting held on January 27, 2026 related to its pending merger with Energy Company. Shareholders owning 70,730,026 shares of common stock were represented, about 82.9% of the 85,318,697 shares outstanding on the record date, so a quorum was present.
On the key merger proposal, 69,136,817 votes were cast for, 1,304,552 against, and 288,657 abstained. A second merger-related proposal received 60,434,236 votes for, 9,889,615 against, and 406,175 abstentions. Civitas and Energy issued a joint press release announcing the meeting results and the expected merger closing timeline.
Civitas Resources, Inc. reported the results of a special stockholder meeting held in connection with its pending merger with Energy Company. As of the December 17, 2025 record date, 85,318,697 common shares were outstanding, and 70,730,026 shares, or about 82.9% of those eligible, were represented to constitute a quorum.
Stockholders cast 69,136,817 votes for the primary merger-related proposal, with 1,304,552 against and 288,657 abstentions. A second proposal received 60,434,236 votes for, 9,889,615 against, and 406,175 abstentions. Civitas and Energy also issued a joint press release announcing the outcomes of their respective meetings and the expected closing timing of the mergers.
The filing reiterates extensive forward-looking statement cautions, highlighting risks around completing the mergers, satisfying closing conditions, integrating the businesses, realizing synergies, and potential adverse effects on stock prices, operations, personnel, and customer and supplier relationships if expectations are not met.
Energy Company detailed leadership and board changes that will take effect when its previously announced two-step merger with Civitas Resources closes. Four current directors have submitted resignations contingent on the first merger, while the board size will increase to 11 and six new directors, including Elizabeth A. McDonald and Morris R. Clark, will join and take key committee roles.
Following the second merger, McDonald will become President and Chief Executive Officer and Blake D. McKenna will become Executive Vice President and Chief Operating Officer, replacing Herbert S. Vogel as CEO. McDonald’s compensation includes an annual base salary of
Civitas Resources, Inc. filed an 8-K to supplement its joint proxy statement/prospectus for the planned two-step merger with SM Energy, in which Civitas will ultimately be absorbed into SM Energy. The company discloses that two purported Civitas stockholders have filed complaints in New York state court and that several demand letters challenge the adequacy of merger-related disclosures, while Civitas and its board deny any wrongdoing or need for additional disclosure.
The filing voluntarily adds detailed stand-alone projections for Civitas and SM Energy through 2028, including production, EBITDA, capital spending and levered free cash flow under NYMEX strip, flat pricing and Wall Street consensus scenarios, as well as reserve-model projections for Civitas. It also clarifies J.P. Morgan’s valuation work, including reference EV/EBITDA and cash flow multiples and an illustrative analysis implying value creation for Civitas stockholders of approximately 31.4% under strip pricing and 12.4% under flat pricing, assuming Civitas holders own about 52.0% of the combined company.
SM Energy filed an updated communication about its pending two-step merger with Civitas Resources, where Civitas will first become a wholly owned subsidiary and then merge into SM Energy. The companies previously filed a joint proxy statement/prospectus tied to a Form S-4, and special shareholder meetings remain scheduled for January 27, 2026.
SM Energy reports receiving demand letters from purported stockholders alleging disclosure deficiencies in the joint proxy statement/prospectus. While denying any legal obligation to provide more information or any wrongdoing, the company is voluntarily adding detailed valuation disclosures prepared by financial advisor Evercore.
The supplement outlines net asset value and discounted cash flow analyses for both SM Energy and Civitas, including discount rate ranges of 8%–30% for reserves and 8.50%–10.00% for weighted average cost of capital, enterprise value multiples versus selected peers, and equity research price targets. For Civitas, the filing reiterates the implied offer price of $29.78, based on a 1.45x stock-for-stock exchange ratio and SM Energy’s $20.54 share price on October 30, 2025.
Civitas Resources is reminding stockholders about a Special Meeting on January 27, 2026 to vote on its proposed merger with SM Energy. The board of directors unanimously recommends voting FOR the merger and related proposals and urges investors to submit proxies by internet, phone, or mail.
The communication highlights that SM Energy’s Form S-4 registration statement, containing a joint proxy statement and prospectus, was declared effective on December 19, 2025, and definitive materials were mailed on or about December 22, 2025. It also includes extensive forward-looking statement disclaimers, outlining risks such as failure to obtain stockholder approvals, potential termination of the merger agreement, integration challenges, market reaction to the transaction, and impacts on customer and employee relationships.