Clark Morris R 4

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.