CIVITAS RESOURCES, INC. 8-K

What Happened Civitas Resources, Inc. announced the completion of a series of mergers with SM Energy Company, effective as of the transactions consummated around January 30, 2026. Each eligible outstanding share of Civitas common stock was converted into the right to receive 1.45 shares of SM Energy common stock. Civitas requested removal of its common stock from the New York Stock Exchange and the CIVI shares ceased trading prior to the market open on January 30, 2026. Civitas also intends to file a Form 15 to suspend its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.

Key Details

• Conversion ratio: each Civitas common share converted into 1.45 shares of SM Energy common stock.
• Delisting: Civitas requested NYSE delisting; Form 25 was filed and CIVI ceased trading before market open on Jan 30, 2026.
• Corporate control and governance: by virtue of the first merger, all Civitas directors and officers ceased to hold their positions effective at the merger’s effective time; the filing states there were no disagreements with Civitas regarding operations, policies or practices.
• Corporate structure: following the second merger, SM Energy’s certificate of incorporation and bylaws remained those of the surviving company.

Why It Matters For Civitas shareholders, the transaction means holdings in Civitas were converted into shares of SM Energy at the stated ratio and Civitas common stock is no longer publicly traded. The company’s SEC reporting as Civitas is expected to be suspended via Form 15, which reduces ongoing public disclosures by the former issuer. Governance and management of Civitas ceased at the effective time of the mergers, reflecting a change in control. Investors should confirm receipt and settlement of SM Energy shares, update brokerage records, and monitor SM Energy’s filings for ongoing financial and operational information.