Every 8-K that CIVITAS RES INC CL B 26 (CIVII) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CIVII and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CIVII filings page.
Energy Company, as successor to Civitas Resources, completed its two‑step merger with Civitas on January 30, 2026, leaving Civitas and the merger subsidiary no longer existing as separate entities. Each share of Civitas common stock outstanding before the first merger was converted into the right to receive 1.45 shares of Energy common stock, while Civitas treasury shares were cancelled.
In connection with closing, Civitas’ amended and restated credit agreement with JPMorgan Chase Bank and related lenders was terminated and all amounts outstanding were repaid in full, releasing Civitas and its subsidiaries from those obligations. Civitas common stock ceased trading on the NYSE before the market opened on January 30, 2026, and the NYSE filed a Form 25 to delist and deregister the shares, with Civitas planning to file Form 15 to suspend SEC reporting. All Civitas directors and officers left their roles at the first merger effective time, and Energy’s existing charter and bylaws remained in place as the governing documents of the surviving corporation.
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.
Civitas Resources reported that it received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act for its pending merger with SM Energy Company. This regulatory milestone removes a key U.S. antitrust review hurdle and satisfies one of the conditions required to close the merger. The combination remains subject to other closing conditions, including stockholder approvals and completion of remaining transaction terms described in their merger agreement and related proxy materials.
Civitas Resources, Inc. reported that its Board Compensation Committee approved a Ninth Amended and Restated Executive Change in Control and Severance Plan, to become effective the day immediately before the closing of the pending merger between Civitas and SM Energy Company. If the SM Energy merger does not close, the existing Eighth Amended and Restated plan will remain in place.
The new plan keeps the same core terms as the prior version but extends the change in control protection period to 30 months for Tier 1–4 executives, changes COBRA benefit payments to a lump sum paid on the first business day 60 days after termination, and sets cash severance for Tier 1–3 executives as a multiple of base salary plus a deemed target annual bonus equal to 100% of base salary. Civitas also highlighted extensive forward‑looking statement and proxy‑solicitation disclosures related to the proposed SM Energy transaction.
Civitas Resources, Inc. filed a Form 8-K noting that, on November 17, 2025, Civitas and SM Energy Company issued a joint press release and investor presentation giving additional details about their anticipated merger. The press release and presentation are attached as Exhibits 99.1 and 99.2 and are incorporated by reference.
The filing emphasizes that this communication includes forward-looking statements about the proposed transaction, the expected combined company, and potential synergies, all subject to significant risks such as regulatory approvals, shareholder votes, integration challenges, and possible termination of the merger agreement. It also explains that SM Energy plans to file a Form S-4 registration statement containing a joint proxy statement/prospectus so stockholders of both companies can evaluate and vote on the proposed merger.
Civitas Resources, Inc. filed a current report to disclose that it announced its results for the fiscal quarter ended September 30, 2025. The company furnished a press release as Exhibit 99.1, which contains the detailed quarterly results. The report states that this information is being furnished rather than filed, which affects how it is treated under securities laws but not investors’ access to the results.
Civitas Resources (CIVI) announced a definitive merger agreement with SM Energy. The deal is a stock-for-stock transaction: each share of Civitas common stock will be converted into the right to receive 1.45 shares of SM Energy common stock. The merger will occur via a two‑step structure, after which SM Energy will be the surviving corporation and Civitas will cease to exist. Closing is subject to multiple conditions, including Civitas stockholder approval, SM Energy stockholder approvals (share issuance and a charter amendment to increase authorized common shares to 400,000,000), HSR clearance, NYSE listing approval for the new SM shares, and effectiveness of an S‑4 registration statement.
Governance at closing will feature an 11‑member SM Energy board, with 6 SM Energy and 5 Civitas directors. The agreement includes termination fees of $85.0 million (payable by Civitas in specified cases) and $79.0 million (payable by SM Energy), plus expense reimbursements of $26.0 million (Civitas vote failure) or $24.0 million (SM vote failure). The outside date is August 3, 2026, extendable to November 2, 2026 for antitrust clearance. A voting agreement with Kimmeridge supports the transaction, and Civitas’ interim CEO terms were amended, including eligibility for cash severance equal to 3.0x base salary of $1,500,000 and COBRA reimbursement for up to 24 months.
Civitas Resources, Inc. announced a definitive Agreement and Plan of Merger with SM Energy Company. The companies jointly disclosed the Transaction on November 2, 2025, and furnished a joint press release and investor presentation outlining a $12.8 billion transformational combination.
The materials were furnished under Item 7.01 and are not deemed filed. The combination remains subject to customary conditions, including required governmental and regulatory approvals and stockholder approvals, as described in the forward-looking statements section. SM Energy intends to file a Form S-4 with a Joint Proxy Statement/Prospectus for stockholder consideration.