Willard Howard A. 4

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.