Fox Carrie M 4

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.