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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.
Aristeia Capital filed a Schedule 13G on Civitas Resources (CIVI), reporting beneficial ownership of 6,112,368 shares of common stock, equal to 7.17% of the class. The percentage was calculated using 85,293,095 shares outstanding as of September 30, 2025, as reported in Civitas’s Form 10‑Q.
Aristeia reports sole voting and sole dispositive power over 6,112,368 shares, with no shared power. The event date for the ownership disclosure is September 30, 2025. The filer certified the holdings were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of the issuer.
Civitas Resources (CIVI) reported an insider transaction by Chief Administrative Officer & Secretary Travis L. Counts. On November 8, 2025, 390 common shares were withheld under code F to satisfy tax obligations upon the vesting of restricted stock units at $27.28 per share. After this transaction, Counts directly holds 61,568 CIVI common shares.
Kimmeridge Energy Management Company, LLC filed a Schedule 13D disclosing beneficial ownership of 5,011,771 shares of Civitas Resources, Inc. (CIVI) common stock, representing 5.9% of the class based on 85,303,179 shares outstanding as of October 31, 2025. The aggregate purchase price for the reported shares was $82,111,737.
The filing notes Civitas entered into an Agreement and Plan of Merger with SM Energy on November 2, 2025, involving a two-step merger structure. In connection with this, Kimmeridge Chelsea signed a Voting Agreement on November 3, 2025 to vote its shares in favor of the matters related to the mergers, subject to specified termination conditions.
Canada Pension Plan Investment Board filed Amendment No. 4 to Schedule 13D on Civitas Resources (CIVI), reporting beneficial ownership of 9,524,201 common shares, or 11.2% of the class. The percentage is based on 85,303,179 shares outstanding as of November 6, 2025, as disclosed by the issuer.
The stake is held directly by its wholly owned subsidiary, CPPIB Crestone Peak Resources Canada Inc., with shared voting and dispositive power over the 9,524,201 shares. The filing states the percentage increased due to changes in shares outstanding; the number of shares owned is unchanged since Amendment No. 3 filed on May 20, 2024. The reporting persons report no transactions in the past 60 days.
Civitas Resources, Inc. reported Q3 2025 results with operating net revenues of $1,168 million and net income of $177 million. Diluted EPS was $1.99 on weighted-average diluted shares of 88,962,984. Operating expenses were $895 million, and the quarter included a derivative gain, net, of $79 million and interest expense of $120 million.
For the nine months ended September 30, 2025, net cash provided by operating activities was $1,877 million. Capital expenditures were $1,432 million, acquisitions used $761 million, dividends paid were $141 million, and share repurchases totaled $322 million. Total debt was $5,139 million at September 30, 2025, including $4,850 million of Senior Notes and $350 million drawn on the Credit Facility. In June, the company issued $750 million of 9.625% Senior Notes due 2033, receiving net proceeds of $743 million used to repay Credit Facility borrowings.
The company executed two divestitures of non-core DJ Basin assets for $435 million in cash (closed August 29 and October 1, 2025). The borrowing base and elected commitments under the Credit Facility were reaffirmed at $3.3 billion and $2.5 billion, respectively, with $2,148 million of availability at quarter-end. Shares outstanding were 85,293,095 as of September 30, 2025.
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.