Form 4: Director Disposes Civitas Shares Post-Merger with SM Energy

A Civitas Resources director reported the disposition of shares following the company's merger into SM Energy, converting holdings into SM Energy stock.

Summary

• Lloyd W. Helms Jr., a director of Civitas Resources, Inc., reported a change in beneficial ownership.
• The transaction occurred on January 30, 2026, as a result of the merger between Civitas Resources, Inc. and SM Energy Company.
• Pursuant to the Merger Agreement dated November 2, 2025, Civitas Resources merged with and into SM Energy Company.
• Each share of Civitas common stock was converted into the right to receive 1.45 shares of SM Energy common stock.
• Mr. Helms disposed of 12,096 shares of Civitas Common Stock.
• Following the transaction, Mr. Helms beneficially owns 0 shares of Civitas Common Stock.
• Civitas Deferred Stock Unit (DSU) Awards became fully vested, were assumed by SM Energy, and converted into SM Energy time-based DSU awards at a ratio of 1.45 SM Energy shares per Civitas DSU.
• The closing price of SM Energy common stock on January 29, 2026, was $18.87 per share.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral filing, primarily a procedural report of an insider's equity conversion following a merger, with no new operational or financial performance data.

Positives

• The merger agreement facilitated the conversion of Civitas DSU Awards into SM Energy DSU awards, maintaining generally similar terms and conditions for the equity incentives.

Negatives

• The reporting person no longer holds direct beneficial ownership in Civitas Resources, as the company has merged into SM Energy and ceased to be an independent entity.

Future Outlook

The filing indicates that Civitas DSU Awards were converted into SM Energy time-based DSU awards, generally subject to the same terms and conditions, suggesting continuity for these equity incentives within the new structure.

Industry Context

StockSavvy.ai notes that this Form 4 reflects the finalization of a significant M&A event in the energy sector, where Civitas Resources was acquired by SM Energy. Such transactions are common as companies seek scale, operational synergies, or market consolidation in a dynamic energy landscape.

Comparison to Industry Standards

• This filing is a standard Form 4 reporting an insider transaction resulting from a merger. The conversion ratio of 1.45 shares of SM Energy for each Civitas share is specific to this deal and would be evaluated against the pre-merger valuations of both companies and typical premiums paid in similar energy sector acquisitions.
• For example, recent comparable transactions in the E&P space include ExxonMobil's acquisition of Pioneer Natural Resources or Chevron's acquisition of Hess, which involved different valuation metrics and conversion terms based on the specific assets and market conditions.

Management Changes

Stakeholder Impact

• Shareholders of Civitas Resources: Their shares were converted into SM Energy common stock at a 1.45 ratio.
• Employees (holding DSU awards): Civitas DSU awards were converted into SM Energy DSU awards, maintaining similar terms and conditions.

Key Dates

Recommendation

This Form 4 is a routine disclosure of an insider's equity conversion following a previously announced merger. It does not contain new operational or financial data that would warrant a change in investment recommendation for SM Energy, the surviving entity. For Civitas, it is no longer a standalone investment.

Keywords

Civitas Resources, SM Energy, Merger, Form 4, Beneficial Ownership, Stock Conversion, Director Transaction, Equity Securities, Deferred Stock Units