Baird Kayla 4
4 · CIVITAS RESOURCES, INC. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
CIVITAS (CIVI) SVP Kayla Baird Surrenders 37,095 Shares in Merger
What Happened
Kayla Baird, SVP and Chief Accounting Officer of Civitas Resources, reported dispositions to the issuer on January 30, 2026: 11,787 Civitas shares and 25,308 derivative securities were surrendered (total = 37,095). The Form 4 shows no cash sale price (N/A) because these dispositions were made in connection with the merger of Civitas into SM Energy. Under the merger terms each Civitas share converted into the right to receive 1.45 shares of SM Energy common stock. That conversion implies roughly 53,716 SM Energy shares issued for the surrendered position; using SM Energy’s Jan 29, 2026 close of $18.87, the converted shares would be worth about $1.01 million (estimate). The filing reports no cash proceeds.
Key Details
- Transaction date: 2026-01-30. Price reported on Form 4: N/A (disposition to issuer tied to merger).
- Shares surrendered: 11,787 (stock) + 25,308 (derivative awards) = 37,095 total. The second line is marked “Derivative,” indicating award/RSU/PSU conversion/surrender.
- Conversion: Each Civitas share converted into the right to receive 1.45 SM Energy shares per the merger agreement (F1). Estimated converted SM Energy shares ≈ 53,716; estimated market value using SM Energy close $18.87 ≈ $1.01M (estimate).
- Footnotes: F2–F3 explain that outstanding Civitas RSUs and PSUs were assumed/converted by SM Energy into time‑based RSU awards (PSUs converted based on target or earned shares, then multiplied by 1.45 and rounded).
- Shares owned after transaction: not specified in this filing.
- Timeliness: Filing date equals report period (2026-01-30); no late filing indicated.
Context
These entries are merger-related dispositions/conversions rather than open-market sales for cash. Derivative line items reflect the treatment of restricted stock units or performance stock units under the merger (converted/assumed by SM Energy). Because no cash sale occurred, this filing documents corporate reorganization mechanics rather than a trading decision by the insider.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-30−11,787→ 0 total - Disposition to Issuer
Performance Stock Units
[F3]2026-01-30−25,308→ 0 total→ Common Stock (25,308 underlying)
Footnotes (3)
- [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 restricted stock unit of Civitas ("Civitas RSU Award") that was outstanding immediately prior to the Effective Time was assumed by SM Energy and converted into a time-based restricted 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 RSU 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 (including as to vesting and forfeiture) as were applicable to such Civitas RSU Award immediately prior to the Effective Time.
- [F3]Pursuant to the Merger Agreement, each performance stock unit of Civitas ("Civitas PSU Award") that was outstanding immediately prior to the Effective Time was assumed by SM Energy and converted into a time-based restricted stock unit award of SM Energy equal to the product obtained by multiplying (i) the greater of (A) the target number of shares of Civitas common stock subject to such Civitas PSU Award as of immediately prior to the Effective Time and (B) the number of shares of Civitas common stock to be earned based on actual achievement of the performance criteria set forth in the applicable award agreement as of 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 (including as to time-based vesting and forfeiture, but not any performance-based vesting conditions) as were applicable to such Civitas PSU Award immediately prior to the Effective Time.