Form 4: Civitas Officer Reports Merger-Related Stock Changes
Insider Transaction Report
Civitas Resources' SVP & Chief Accounting Officer, Kayla Baird, reported the disposition of common stock and performance stock units following the company's merger with SM Energy.
Summary
- Kayla Baird, SVP & Chief Accounting Officer of Civitas Resources, Inc., reported changes in her beneficial ownership.
- These changes are a direct result of the merger between Civitas Resources, Inc. and SM Energy Company, which became effective on January 30, 2026.
- 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.
- Baird disposed of 11,787 shares of Civitas common stock.
- Baird also disposed of 25,308 Performance Stock Units (PSUs) of Civitas.
- Civitas PSU Awards were converted into time-based Restricted Stock Unit (RSU) awards of SM Energy, calculated as the greater of the target or actual achievement of Civitas PSUs multiplied by 1.45, rounded up.
- Civitas RSU Awards were converted into time-based RSU awards of SM Energy, calculated as the number of shares subject to the Civitas RSU multiplied by 1.45, rounded up.
- Following these transactions, Baird beneficially owns 0 shares of Civitas common stock and 0 Civitas PSUs.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral filing, as it is a mandatory report of insider transactions resulting from a pre-announced merger, providing no new operational or financial performance information.
Future Outlook
NA
Industry Context
StockSavvy.ai notes that this Form 4 filing reflects the finalization of the merger between Civitas Resources and SM Energy, a common occurrence in the oil and gas sector as companies seek consolidation for scale, efficiency, or strategic asset alignment. Such mergers often lead to changes in executive compensation structures and beneficial ownership as reported here.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| SVP & Chief Accounting Officer (Civitas Resources, Inc.) | Kayla Baird | N/A (role ceased to exist) | 2026-01-30 | Merger of Civitas Resources, Inc. into SM Energy Company, resulting in Civitas becoming a wholly owned subsidiary and subsequently merging into SM Energy. |
Stakeholder Impact
- Shareholders: Civitas shareholders received 1.45 shares of SM Energy common stock for each Civitas share they owned.
- Employees: Civitas RSU and PSU awards were converted into SM Energy time-based RSUs, generally retaining original vesting terms, impacting employee equity compensation.
Key Dates
| Date | Description |
|---|---|
| 2025-11-02 | Agreement and Plan of Merger dated between SM Energy Company, Cars Merger Sub, Inc., and Civitas Resources, Inc. |
| 2026-01-29 | Closing price of one share of SM Energy common stock on the New York Stock Exchange was $18.87, the day prior to the merger's Effective Time. |
| 2026-01-30 | Date of Earliest Transaction and Effective Time of the merger between Civitas Resources, Inc. and SM Energy Company. |
Keywords
Civitas Resources, SM Energy, Merger, Form 4, Insider Transaction, Stock Conversion, Performance Stock Units, Restricted Stock Units, Kayla Baird, Chief Accounting Officer
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.