Kimmeridge Energy Management Company, LLC reported beneficial ownership of 8,404,518 shares of Civitas Resources, Inc. (CIVI), representing 9.1% of the outstanding common stock based on 92,579,894 shares outstanding as of May 6, 2025. The filing states the shares are held directly by Kimmeridge-managed funds, that the Reporting Person has sole voting and dispositive power over these shares, and that the position was acquired in the ordinary course of business not for the purpose of changing control. The Schedule 13G identifies Kimmeridge as a Delaware investment adviser and provides firm and issuer addresses.
Positive
Material stake disclosed: Kimmeridge reports ownership of 8,404,518 shares, representing 9.1% of CIVI, which is above the 5% reporting threshold.
Passive intent declared: The filing is a Schedule 13G and includes a certification that the shares were acquired in the ordinary course of business and not to influence control.
Negative
None.
Insights
TL;DR: Kimmeridge holds a material, non-control 9.1% stake in CIVI; this is a notable strategic position but filed as passive.
The Schedule 13G discloses a sizable 9.1% position, which is material relative to public float and could attract market attention given the stake size. The filing classifies the position as passive (Schedule 13G), indicating the Reporting Person does not intend to influence control. For investors and analysts, the key facts are the absolute share count (8,404,518), the sole voting and dispositive power claimed by Kimmeridge, and the reliance on the issuer's May 6, 2025 outstanding share count for the percentage calculation. The disclosure does not include any planned transactions or changes to the position.
TL;DR: A >5% passive disclosure triggers monitoring but not an expectation of board activism.
The Schedule 13G designation signals that Kimmeridge represents the holdings as passive and not intended to affect control. From a governance perspective, a 9.1% holder is large enough to warrant attention from management and other shareholders, yet the formal classification reduces immediate regulatory implications tied to activist intent. The filing provides standard identification, confirms sole voting/dispositive power, and contains the required certification. No group affiliations or coordinated parties are disclosed.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CIVITAS RESOURCES, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
17888H103
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
17888H103
1
Names of Reporting Persons
Kimmeridge Energy Management Company, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,404,518.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,404,518.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,404,518.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.1 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CIVITAS RESOURCES, INC.
(b)
Address of issuer's principal executive offices:
555 17th Street, Suite 3700, Denver, Colorado 80202
Item 2.
(a)
Name of person filing:
This Statement is filed on behalf of Kimmeridge Energy Management Company, LLC (the "Reporting Person"), a Delaware limited liability company and investment adviser, directly or indirectly, to certain funds (the "Kimmeridge Funds") with respect to the shares of common stock, par value $0.01 per share ("Common Stock"), of Civitas Resources, Inc., a Delaware corporation (the "Issuer"), directly held by the Kimmeridge Funds. The Reporting Person is managed by a board of managers consisting of Benjamin Dell, Henry Makansi, Neil McMahon, Noam Lockshin, Alexander Inkster, Neda Jafar and Emily Mills.
The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of the Reporting Person is 15 Little West 12th Street, 4th Floor, New York, NY 10014.
(c)
Citizenship:
The Reporting Person is organized as a limited liability company under the laws of Delaware.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
17888H103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 92,579,894 shares of Common Stock outstanding as of May 6, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the Securities and Exchange Commission on May 7, 2025.
(b)
Percent of class:
9.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
How many Civitas Resources (CIVI) shares does Kimmeridge own?
Kimmeridge reports beneficial ownership of 8,404,518 shares, representing 9.1% of CIVI based on 92,579,894 shares outstanding as of May 6, 2025.
Is Kimmeridge seeking to influence control of Civitas Resources (CIVI)?
No. The Schedule 13G includes a certification that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
What voting and dispositive powers does Kimmeridge claim over the CIVI shares?
The filing states Kimmeridge has sole voting power and sole dispositive power over all 8,404,518 shares and reports 0 shared powers.
What filing form was used to disclose the position in CIVI?
The position was disclosed on a Schedule 13G filed under the Securities Exchange Act of 1934, indicating a passive >5% holding.
On what share count is the 9.1% ownership percentage based?
The percentage is calculated using an aggregate of 92,579,894 shares outstanding as reported by the issuer for the period ended March 31, 2025.