Form 4: Director Sells CIVI Shares Post-Merger with SM Energy

Deborah L. Byers, a director of Civitas Resources, Inc., reported the disposition of 20,286 shares of common stock following the company's merger into SM Energy Company.

Summary

• Deborah L. Byers, a director of Civitas Resources, Inc., disposed of 20,286 shares of Civitas common stock.
• The transaction occurred on January 30, 2026, as a result of the merger between Civitas Resources, Inc. and SM Energy Company.
• Under the merger agreement dated November 2, 2025, each Civitas common stock share was converted into 1.45 shares of SM Energy common stock.
• Civitas Deferred Stock Unit (DSU) Awards were also converted into SM Energy time-based DSU awards using the same 1.45 conversion factor, rounded up to the nearest whole number of shares.
• The closing price of one share of SM Energy common stock on January 29, 2026, the day prior to the merger's effective time, was $18.87.
• Following this transaction, Deborah L. Byers beneficially owns 0 shares of Civitas common stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, reflecting the successful completion of a pre-announced merger, which typically provides liquidity and a defined exit for shareholders of the acquired entity.

Positives

• The transaction reflects the successful completion of a pre-announced merger, providing a defined outcome for Civitas shareholders.
• Civitas DSU Awards became fully vested and were converted into SM Energy DSU awards, preserving equity incentives for award holders.

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 Company.

Future Outlook

This filing reports a completed transaction resulting from a merger and does not contain forward-looking statements or guidance.

Industry Context

StockSavvy.ai notes that consolidation continues to be a significant theme in the energy sector, with companies like SM Energy and Civitas engaging in strategic mergers to enhance scale and operational efficiencies. This particular transaction reflects a common outcome of such mergers, where shares of the acquired entity are converted into those of the acquirer.

Comparison to Industry Standards

• This transaction is standard for a merger where the acquired company's shares are exchanged for the acquirer's. For example, similar share exchange ratios were observed in the ExxonMobil-Pioneer Natural Resources merger (0.9245 ExxonMobil shares per Pioneer share) and the Chevron-Hess Corporation merger (1.025 Chevron shares per Hess share), reflecting typical valuation methodologies in large-scale energy sector consolidations.

Stakeholder Impact

• Shareholders of Civitas Resources, Inc. had their shares converted into SM Energy Company shares, impacting their future investment vehicle.
• Employees holding Civitas DSU Awards saw their awards converted to SM Energy DSU awards, maintaining their equity incentives.

Key Dates

Keywords

Civitas Resources, SM Energy, Merger, Form 4, Insider Transaction, Stock Conversion, Director Transaction, CIVI, Energy Sector