Wojahn Jeff E 4
4 · CIVITAS RESOURCES, INC. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
Civitas (CIVI) Director Jeff Wojahn Disposes 48,847 Shares in Merger
What Happened
Jeff E. Wojahn, a director of Civitas Resources, reported a disposition of 48,847 shares on 2026-01-30. The shares were disposed to the issuer in connection with the agreed merger by which Civitas was combined into SM Energy; each Civitas share converted into the right to receive 1.45 SM Energy shares. Using SM Energy’s closing price of $18.87 on 2026-01-29, the conversion implies an approximate value of $1.34 million for the converted/relieved Civitas shares. This was a corporate-action disposition (merger conversion), not an open-market sale.
Key Details
- Transaction date: 2026-01-30; Filing date: 2026-01-30 (timely).
- Transaction code: D (Disposition to the issuer). Reported price: N/A (conversion in merger).
- Shares involved: 48,847 Civitas shares disposed.
- Approximate value: ~ $1.34 million (48,847 × 1.45 × $18.87), using SM Energy close on 2026-01-29.
- Shares owned after transaction: Form shows these Civitas shares were disposed/converted as part of the merger (Civitas common stock was converted into SM Energy consideration).
- Notable footnotes: F1—Merger agreement: Merger Sub merged into Civitas and then Civitas merged into SM Energy; each Civitas share converted into right to receive 1.45 SM Energy shares. F2—Outstanding Civitas deferred stock units vested, were assumed by SM Energy, and converted to SM Energy DSUs (rounded up per terms).
- Filing timing: Report appears timely (transaction and report both dated 2026-01-30).
Context: This disposition reflects the corporate merger and conversion of Civitas equity into SM Energy consideration and assumed awards. It is not an insider open-market sale and does not necessarily signal personal trading intent.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-30−48,847→ 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.