Fox Carrie M 4
4 · CIVITAS RESOURCES, INC. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
Civitas Director Carrie M. Fox Disposes 61,393 Shares
What Happened
- Carrie M. Fox, a director of Civitas Resources, Inc. (CIVI), reported a disposition to the issuer of 61,393 shares on January 30, 2026. The filing shows the transaction type as "D" (disposition to the issuer) and does not list a sale price (price shown as N/A).
- The filing is tied to the merger with SM Energy: under the Merger Agreement each Civitas share converted into the right to receive 1.45 shares of SM Energy. The day before the effective time, SM Energy closed at $18.87 (see footnotes). Using that conversion and price implies an approximate value of about $1.68 million for the 61,393 Civitas shares (this is an estimate based on footnote prices, not a reported transaction price).
Key Details
- Transaction date: 2026-01-30; transaction code D (disposition to issuer).
- Shares disposed: 61,393; price reported: N/A (not stated in Form 4).
- Shares owned after the transaction: not reported in the excerpted filing.
- Relevant footnotes:
- F1: Merger agreement—Civitas merged into SM Energy; each Civitas share converted into the right to receive 1.45 SM Energy shares.
- F2: Civitas deferred stock units vested, were assumed by SM Energy, and converted into SM Energy time-based DSUs (SM Energy closed at $18.87 on Jan 29, 2026).
- Filing timeliness: Reported for the period/date 2026-01-30 and filed the same day—no indication of a late filing in the provided data.
Context
- A "disposition to the issuer" often reflects shares surrendered to the company (commonly for tax withholding or merger mechanics) rather than an open-market sale; the Form 4 does not state the specific reason here.
- This was not a purchase (no bullish signal). The transaction appears to be a merger-related transfer and conversion of Civitas equity into SM Energy consideration and/or related withholding, per the Merger Agreement and footnotes.
Insider Transaction Report
Form 4Exit
Fox Carrie M
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-30−61,393→ 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.
Signature
By: /s/ Adrian Milton, Attorney-in-Fact for Carrie M. Fox|2026-01-30