Willard Howard A. 4
4 · CIVITAS RESOURCES, INC. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
Civitas (CIVI) Director Willard Howard Converts 50,317 Shares in Merger
What Happened Willard Howard A., a director of Civitas Resources, reported a disposition of 50,317 shares on 2026-01-30. The filing lists the transaction as a "Disposition to the issuer" (code D) with price N/A because the shares were converted under the merger agreement with SM Energy, not sold on the open market. 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 gives an implied value of about $27.36 per Civitas share and roughly $1.38 million total.
Key Details
- Transaction date: 2026-01-30 (filed same day).
- Type: Disposition to issuer (merger conversion), not an open-market sale.
- Shares disposed: 50,317; price reported as N/A on the Form 4.
- Conversion mechanics: Each Civitas share converted into the right to receive 1.45 SM Energy shares (per merger agreement).
- Implied valuation: 1.45 × $18.87 ≈ $27.36 per Civitas share; 50,317 × $27.36 ≈ $1.38M (estimate based on Jan 29 SM Energy close).
- Footnotes: F1 describes the two-step merger structure; F2 explains vesting/assumption and conversion of Civitas deferred stock units into SM Energy DSUs.
- Filing timeliness: Reported on 2026-01-30 (same day), not indicated as late.
Context This was a corporate-merger conversion rather than a discretionary sale by the insider. Such dispositions under a merger reflect the deal mechanics (conversion into acquiror stock or cash) and do not necessarily indicate a change in the insider’s market view. The filing does not state post-conversion SM Energy holdings for the insider.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-30−50,317→ 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.