Byers Deborah L 4
4 · CIVITAS RESOURCES, INC. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
Civitas (CIVI) Director Deborah Byers Surrenders 20,286 Shares
What Happened Deborah L. Byers, a director of Civitas Resources, Inc., disposed of 20,286 shares of Civitas common stock on January 30, 2026. The Form 4 reports the transaction as a disposition to the issuer (code D) with no per-share price listed (N/A). The disposition occurred in connection with Civitas’s merger into SM Energy; under the merger each Civitas share was converted into the right to receive 1.45 shares of SM Energy common stock. Using SM Energy’s Jan 29, 2026 close of $18.87, the implied value of the surrendered Civitas shares is roughly $555,000 (estimate).
Key Details
- Transaction date: 2026-01-30; Transaction code: D (Disposition to issuer).
- Shares disposed: 20,286 Civitas common shares; price reported as N/A on the Form 4.
- Implied conversion: 1.45 SM Energy shares per Civitas share (Merger Agreement); SM Energy Jan 29 close = $18.87 → implied estimate ≈ $555K.
- Shares owned after transaction: not specified for Civitas on this filing (Civitas common stock was converted in the merger).
- Notable footnotes: F1 summarizes the merger mechanics (Civitas merged into SM Energy with conversion at 1.45x). F2 notes Civitas deferred stock units vested and were converted into SM Energy DSUs (rounded up as applicable).
- Filing timeliness: filing date 2026-01-30; no late filing flag indicated.
Context This was a corporate-merger related conversion/surrender of Civitas shares rather than an open-market sale or a routine insider sale. The transaction reflects the merger consideration mechanics (conversion into SM Energy stock/units), so the Form 4 shows the Civitas disposition itself and not a typical cash sale.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-30−20,286→ 0 total
Footnotes (2)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of November 2, 2025 (the "Merger Agreement"), by and among SM Energy Company ("SM Energy"), Cars Merger Sub, Inc., a direct wholly owned subsidiary of SM Energy ("Merger Sub"), and Civitas Resources, Inc. ("Civitas"), (i) Merger Sub was merged with and into Civitas, with Civitas surviving as a wholly owned subsidiary of SM Energy (the "first merger" and the surviving entity, the "first surviving corporation"), and (ii) immediately following the first merger (the "Effective Time"), the first surviving corporation was merged with and into SM Energy, with SM Energy continuing as the surviving corporation and each share of Civitas' common stock, par value $0.01 per share ("Civitas common stock"), was converted into the right to receive 1.45 shares of common stock, par value $0.01 per share, of SM Energy ("SM Energy common stock").
- [F2]On January 29, 2026, the day prior to the Effective Time, the closing price of one share of SM Energy common stock on the New York Stock Exchange was $18.87. Pursuant to the Merger Agreement, each deferred stock unit of Civitas ("Civitas DSU Award") that was outstanding immediately prior to the Effective Time, pursuant to the Merger Agreement and the terms of the Civitas DSU Award, became fully vested and was assumed by SM Energy and converted into a time-based deferred stock unit award of SM Energy equal to the product obtained by multiplying (i) the number of shares of Civitas common stock subject to such Civitas DSU Award immediately prior to the Effective Time and (ii) 1.45, rounded up to the nearest whole number of shares and generally subject to the same terms and conditions as were applicable to such Civitas DSU Award immediately prior to the Effective Time.