Changes in Beneficial Ownership · 4
Civitas Resources Inc.
Changes in Beneficial Ownership
Structured filing — 4
tm264366-13_4seq1.xml
Filing details
- Report period
- 2026-01-30
- Issuer
- CIVITAS RESOURCES, INC.
- Issuer CIK
- 0001509589
- Trading symbol
- CIVI
- No longer subject to Section 16
- Checked
Reporting owner 1
- Name
- van Kempen Wouter T.
- Reporting owner CIK
- 0001566241
- Relationship
- Director · Officer
- Officer title
- Interim CEO
- Address
- 555 17TH STREET, SUITE 3700, DENVER, CO, 80202
Non-derivative transactions
| Security | Transaction date | Code | Amount | A / D | Price (USD) | Owned after | Ownership |
|---|---|---|---|---|---|---|---|
| Common Stock | 2026-01-30 | D · Form 4 | 145,241 | D | [F1][F2][F3] | 0 | D |
Table key
- D · Form 4
- Disposition to the issuer under Rule 16b-3(e)
- D
- Direct
Footnotes
- F1
- Pursuant to the Agreement and Plan of Merger, dated as of November 2, 2025 (the "Merger Agreement"), by and among SM Energy Company ("SM Energy"), Cars Merger Sub, Inc., a direct wholly owned subsidiary of SM Energy ("Merger Sub"), and Civitas Resources, Inc. ("Civitas"), (i) Merger Sub was merged with and into Civitas, with Civitas surviving as a wholly owned subsidiary of SM Energy (the "first merger" and the surviving entity, the "first surviving corporation"), and (ii) immediately following the first merger (the "Effective Time"), the first surviving corporation was merged with and into SM Energy, with SM Energy continuing as the surviving corporation and each share of Civitas' common stock, par value $0.01 per share ("Civitas common stock"), was converted into the right to receive 1.45 shares of common stock, par value $0.01 per share, of SM Energy ("SM Energy common stock").↩ 1
- F2
- On January 29, 2026, the day prior to the Effective Time, the closing price of one share of SM Energy common stock on the New York Stock Exchange was $18.87. Pursuant to the Merger Agreement, each restricted stock unit of Civitas ("Civitas RSU Award") that was outstanding immediately prior to the Effective Time was assumed by SM Energy and converted into a time-based restricted stock unit award of SM Energy equal to the product obtained by multiplying (i) the number of shares of Civitas common stock subject to such Civitas RSU Award immediately prior to the Effective Time and (ii) 1.45, rounded up to the nearest whole number of shares and generally subject to the same terms and conditions (including as to vesting and forfeiture) as were applicable to such Civitas RSU Award immediately prior to the Effective Time.↩ 1
- F3
- Pursuant to the Merger Agreement, each deferred stock unit of Civitas ("Civitas DSU Award") that was outstanding immediately prior to the Effective Time, pursuant to the Merger Agreement and the terms of the Civitas DSU Award, became fully vested and was assumed by SM Energy and converted into a time-based deferred stock unit award of SM Energy equal to the product obtained by multiplying (i) the number of shares of Civitas common stock subject to such Civitas DSU Award immediately prior to the Effective Time and (ii) 1.45, rounded up to the nearest whole number of shares and generally subject to the same terms and conditions as were applicable to such Civitas DSU Award immediately prior to the Effective Time.↩ 1
Signature 1
- Signed
- By: /s/ Adrian Milton, Attorney-in-Fact for Wouter T. van Kempen
- Date
- 2026-01-30
Company context
Civitas Resources, Inc. is an independent exploration and production company focused on the acquisition, development, and production of crude oil and liquids-rich natural gas from its premier assets in the Permian Basin in Texas and New Mexico and the DJ Basin in Colorado. For more information about Civitas, please visit www.civitasresources.com.