Baird Kayla 4

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.