CIVITAS RESOURCES INC SEC Filings

Civitas Resources director reports share conversion tied to SM Energy merger. Director Carrie M. Fox reported the disposition of 61,393 shares of Civitas common stock on January 30, 2026, leaving her with zero Civitas shares. The transaction reflects the completed merger in which each Civitas share was converted into the right to receive 1.45 shares of SM Energy common stock.

In connection with the merger, each outstanding Civitas deferred stock unit became fully vested and was converted into a time-based deferred stock unit award of SM Energy, using the same 1.45-to-1 share conversion ratio, generally preserving the prior award terms.

Civitas Resources director Deborah L. Byers reported the disposition of 20,286 shares of Civitas common stock on January 30, 2026. The Form 4 shows the shares were disposed of at a price of $0.00 per share, leaving her with zero Civitas shares directly owned.

According to the merger agreement, each Civitas share was converted into the right to receive 1.45 shares of SM Energy common stock when Civitas became a wholly owned subsidiary of SM Energy through a two-step merger structure.

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.

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.

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, Inc. reported an insider equity transaction by its SVP & Chief Accounting Officer, Kayla D. Baird. On 01/03/2026, a Form 4 shows a disposition of 241 shares of common stock at a price of $27.79 per share, identified with transaction code "F." After this transaction, Baird beneficially owns 11,787 shares of Civitas Resources common stock, held directly. This filing reflects an update to the officer’s ownership position rather than a change in the company’s operations or financial performance.

SM Energy Company and Civitas Resources, Inc. plan a stock‑for‑stock merger, creating a combined oil and gas company owned approximately 48% by current SM Energy stockholders and 52% by Civitas stockholders. Under the merger agreement, each share of Civitas common stock will be converted into the right to receive 1.45 shares of SM Energy common stock, in a transaction the companies intend to treat as a tax‑free reorganization for most U.S. stockholders.

Both companies are calling virtual special stockholder meetings on January 27, 2026. SM Energy investors will vote on issuing new shares for the merger and on doubling authorized common shares from 200 million to 400 million. Civitas investors will vote on adopting the merger agreement and on a non‑binding advisory vote on merger‑related executive compensation. Each board unanimously supports the deal and urges stockholders to vote in favor. If approved and closing conditions are met, the companies expect to complete the mergers in the first quarter of 2026, after which Civitas shares will be delisted from the NYSE.