Form 4: Civitas CFO Reports Share Conversion Post-SM Energy Merger

Civitas Resources CFO Marianella Foschi reported the conversion of her common stock and performance stock units into SM Energy shares following the merger effective January 30, 2026.

Summary

• Marianella Foschi, CFO & Treasurer of Civitas Resources, Inc., reported changes in her beneficial ownership due to the merger with SM Energy Company.
• The merger, effective January 30, 2026, resulted in Civitas becoming a wholly owned subsidiary of SM Energy.
• Each share of Civitas common stock was converted into 1.45 shares of SM Energy common stock.
• Foschi disposed of 119,127 shares of Civitas common stock, now beneficially owning 0 shares of Civitas.
• Civitas Performance Stock Units (PSUs) were converted into time-based restricted stock units of SM Energy, with a conversion factor of 1.45.
• Foschi disposed of 84,982 Civitas PSU Awards, now beneficially owning 0 Civitas PSUs.
• The closing price of SM Energy common stock on January 29, 2026, the day prior to the Effective Time, was $18.87 per share.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development for the reporting person as their equity awards are converted into the acquiring company's stock, and performance-based vesting conditions for PSUs were removed, de-risking the awards.

Positives

• The merger successfully closed, indicating a completed strategic transaction for Civitas shareholders.
• Civitas Performance Stock Unit awards were converted into time-based restricted stock units of SM Energy, removing performance-based vesting conditions, which could be seen as a de-risking for the award holder.

Negatives

• The reporting person no longer holds direct beneficial ownership in Civitas Resources, Inc. as it is now a wholly-owned subsidiary of SM Energy.

Future Outlook

This Form 4 reports a completed transaction and does not provide forward-looking statements or guidance from Civitas Resources, Inc. The future outlook for the combined entity would be provided by SM Energy Company.

Industry Context

StockSavvy.ai notes that this filing reflects the finalization of a significant consolidation event within the U.S. upstream oil and gas sector, where larger players like SM Energy are acquiring smaller or mid-sized companies like Civitas to achieve scale, operational synergies, and potentially enhance shareholder value through combined assets and efficiencies. Such mergers are a common trend in mature industries seeking to optimize portfolios and reduce costs.

Comparison to Industry Standards

• This filing details a standard stock conversion process following a corporate merger. The exchange ratio of 1.45 shares of SM Energy for each Civitas share is specific to this transaction and would be evaluated against the pre-merger valuations of both companies and typical premiums paid in similar oil and gas sector acquisitions.
• For example, recent mergers like ExxonMobil's acquisition of Pioneer Natural Resources or Chevron's acquisition of Hess Corporation involved different exchange ratios and premiums reflecting the specific assets, market conditions, and strategic rationale of those deals.

Management Changes

Stakeholder Impact

• Shareholders of Civitas Resources, Inc. received SM Energy common stock, converting their investment into the acquiring entity.
• Employees holding Civitas equity awards (like the reporting person) had their awards converted into SM Energy awards, generally maintaining similar terms but with performance conditions removed for PSUs.

Key Dates

Keywords

Civitas Resources, SM Energy, Merger, Form 4, Beneficial Ownership, Stock Conversion, Performance Stock Units, CFO, Marianella Foschi, Oil and Gas