CPPIB gives up Civitas (NYSE: CIVI) stake after stock-for-stock merger

Rhea-AI Filing Summary

Civitas Resources, Inc. completed a merger with Energy Company, after which Civitas became a wholly owned subsidiary of Energy and then merged into Energy itself. Each share of Civitas common stock was converted into the right to receive 1.45 shares of Energy common stock, with cash instead of fractional shares.

Following this closing on January 30, 2026, Canada Pension Plan Investment Board and CPPIB Crestone Peak Resources Canada Inc. report that they beneficially own 0 shares of Civitas common stock, representing 0% of the class, and have ceased to be owners of more than five percent.

Insights

Equity ownership and M&A analyst

Merger converts Civitas shares into Energy stock; CPPIB now reports zero Civitas ownership.

The filing explains that Civitas Resources completed a two-step merger with Energy Company. Civitas first became a wholly owned subsidiary of Energy, then merged into Energy, leaving Energy as the surviving corporation. Civitas shares were exchanged for Energy stock at a fixed ratio.

Each eligible Civitas common share now entitles its holder to receive 1.45 shares of Energy common stock, with cash paid instead of fractional shares. As a result of this transaction structure, the reporting holders no longer hold Civitas stock and therefore report 0 shares and 0% beneficial ownership.

The change means Canada Pension Plan Investment Board and CPPIB Crestone Peak Resources Canada Inc. have formally exited their reportable stake in Civitas as of January 30, 2026. Subsequent company disclosures from Energy would clarify how former Civitas shareholders are reflected within Energy's ownership base.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

CIVITAS RESOURCES, INC.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

17888H103

(CUSIP Number)

Pierre Abinakle, CPPIB
CPPIB Crestone Peak Resources Canada Inc, One Queen Street East, Suite 2500
Toronto, A6, M5C 2W5
416-868-4075

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 17888H103

1

Name of reporting person

Canada Pension Plan Investment Board

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 17888H103

1

Name of reporting person

CPPIB Crestone Peak Resources Canada Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01
(b)	Name of Issuer: CIVITAS RESOURCES, INC.
(c)	Address of Issuer's Principal Executive Offices: 555 17th Street, Suite 3700, Denver, COLORADO , 80202.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented as follows: SM Energy Merger On January 30, 2026 (the "Closing Date"), 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 Company 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.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: As of the Closing Date, the Reporting Persons do not beneficially own any shares of Common Stock.
(b)	The information set forth in Item 5(a) of this Schedule 13D is hereby incorporated herein by reference.
(c)	Except as described herein, none of the Reporting Persons nor, to the Reporting Persons' knowledge, any of the Covered Persons, has effected any transaction during the past 60 days in the Issuer's Common Stock.
(d)	None.
(e)	As of the Closing Date, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Canada Pension Plan Investment Board

Signature:	/s/ Pierre Abinakle
Name/Title:	Pierre Abinakle / Managing Director, Head of Compliance
Date:	02/03/2026

CPPIB Crestone Peak Resources Canada Inc.

Signature:	/s/ Brian Savage
Name/Title:	Brian Savage / Secretary
Date:	02/03/2026

FAQ

What merger involving Civitas Resources (CIVI) is described here?

Civitas Resources completed a two-step merger with Energy Company. First, a merger subsidiary of Energy combined with Civitas, making Civitas a wholly owned subsidiary. Immediately afterward, Civitas merged into Energy, leaving Energy as the surviving corporation and effectively ending Civitas as a standalone company.

What did Civitas Resources (CIVI) shareholders receive in the Energy merger?

Each eligible Civitas common share was converted into 1.45 Energy Company shares. Holders receive 1.45 shares of Energy common stock for every Civitas share they owned, with cash paid instead of issuing fractional Energy shares created by the exchange ratio.

Who are the reporting persons in this Civitas Resources (CIVI) Schedule 13D/A amendment?

The reporting persons are Canada Pension Plan Investment Board and CPPIB Crestone Peak Resources Canada Inc. Both entities are organized under Canadian federal law and previously reported holdings in Civitas common stock before updating their ownership status in this amendment following the merger.

How many Civitas Resources (CIVI) shares do the reporting persons now beneficially own?

The reporting persons now beneficially own 0 shares of Civitas common stock. The cover information shows 0.00 shares for voting and dispositive power and an aggregate beneficial ownership of 0.00 shares, corresponding to 0% of the outstanding Civitas common stock after the merger closed.

When did the Civitas Resources (CIVI) and Energy Company merger close?

The merger closed on January 30, 2026. This date, described as the “Closing Date,” marks when the first merger between the Energy subsidiary and Civitas occurred, followed by the second merger in which Civitas combined with Energy as the surviving corporation.

Why did Canada Pension Plan Investment Board cease to be a 5% holder of Civitas Resources (CIVI)?

They ceased to be a 5% holder because the merger eliminated their Civitas holdings. After Civitas shares were converted into the right to receive Energy common stock, the reporting persons no longer held Civitas stock, so they report 0% beneficial ownership as of the closing date.