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

Civitas Resources' President & COO, Clayton A. Carrell, reported the disposition of all Civitas common stock and performance stock units following the company's merger into SM Energy Company.

Summary

• Clayton A. Carrell, President & COO of Civitas Resources, Inc., reported changes in beneficial ownership on January 30, 2026.
• The changes occurred as a direct result of the merger of Civitas Resources, Inc. into SM Energy Company, which was effective on January 30, 2026.
• Carrell disposed of 89,487 shares of Civitas common stock, resulting in zero beneficial ownership of Civitas common stock.
• Carrell also disposed of 64,632 Civitas Performance Stock Units (PSUs), resulting in zero beneficial ownership of Civitas PSUs.
• Pursuant to the merger agreement, each share of Civitas common stock was converted into the right to receive 1.45 shares of SM Energy common stock.
• Civitas Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) were assumed by SM Energy and converted into time-based restricted stock units of SM Energy, multiplied by the 1.45 exchange ratio.
• Performance-based vesting conditions for Civitas PSUs were removed upon conversion to SM Energy time-based restricted stock units.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, confirming the successful execution of a previously announced merger and the orderly conversion of insider equity holdings, which is a standard procedural outcome.

Positives

• The successful completion of the merger between Civitas Resources and SM Energy Company indicates a strategic transaction has closed.
• Civitas equity awards, including Restricted Stock Units (RSUs) and Performance Stock Units (PSUs), were converted into SM Energy time-based restricted stock units, preserving value for award holders.
• Performance-based vesting conditions for PSUs were removed upon conversion, simplifying future vesting for the converted awards.

Negatives

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

Future Outlook

This filing primarily reports the completion of a past corporate transaction and its immediate effects on insider ownership, rather than providing explicit forward-looking statements or guidance from the company.

Industry Context

StockSavvy.ai notes that this Form 4 filing confirms the successful completion of the merger between Civitas Resources and SM Energy, a significant consolidation event within the U.S. oil and gas exploration and production sector. Such mergers typically aim to achieve economies of scale, enhance operational efficiencies, and optimize asset portfolios, reflecting a broader trend of strategic M&A activity in the energy industry.

Comparison to Industry Standards

• This filing details a standard stock-for-stock merger transaction, where Civitas shares were exchanged for SM Energy shares at a fixed ratio of 1.45. This is a common structure for strategic acquisitions in the energy sector, similar to other recent consolidations like ExxonMobil's acquisition of Pioneer Natural Resources or Chevron's acquisition of Hess Corporation, although the specific terms and ratios vary based on valuation and negotiation.

Stakeholder Impact

• Shareholders of Civitas Resources: Their shares were converted into SM Energy common stock, making them shareholders of SM Energy.
• Employees (specifically those with equity awards like Carrell): Their Civitas RSUs and PSUs were converted into SM Energy time-based RSUs, preserving their equity incentives.

Key Dates

Keywords

Civitas Resources, SM Energy, Merger, Form 4, Beneficial Ownership, Stock Conversion, Restricted Stock Units, Performance Stock Units, Corporate Action, Energy Sector