Clark Morris R 4
4 · CIVITAS RESOURCES, INC. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
Civitas (CIVI) Director Clark Morris Transfers 43,317 Shares in Merger
What Happened Clark Morris, a director of Civitas Resources, disposed of 43,317 shares of Civitas common stock on January 30, 2026 via a "disposition to the issuer" as part of the merger with SM Energy. The filing reports no per-share cash price (N/A) because Civitas shares were converted under the merger. Under the merger agreement each Civitas share 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 converted position is roughly equivalent to $1.18 million (estimate).
Key Details
- Transaction date: 2026-01-30 (filed with Period of Report: 2026-01-30) — appears timely.
- Transaction code: D (Disposition to the issuer); per-share price reported as N/A due to merger conversion.
- Conversion math: 43,317 Civitas shares × 1.45 = ~62,783 SM Energy shares (rounding rules in the merger may apply).
- Estimated value: ~ $1.18 million based on SM Energy $18.87 close on Jan 29, 2026 (estimate; not reported in filing).
- Shares owned after transaction: not specified in the provided filing excerpt.
- Footnotes: F1 describes the merger and conversion mechanics; F2 notes that deferred stock units vested, were assumed by SM Energy, and were converted into SM Energy time-based DSUs per the 1.45 ratio.
Context This was not an open-market sale but a merger-related conversion/disposition to the issuer: Civitas merged into SM Energy and Civitas shares were exchanged for SM Energy stock per the merger agreement. The filing also notes treatment of deferred stock units (they vested and were converted). Such merger-driven dispositions reflect deal mechanics rather than a director selling shares on the open market and should not be interpreted alone as a signal of insider sentiment.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-30−43,317→ 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.