Helms Lloyd W Jr 4
4 · CIVITAS RESOURCES, INC. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
Civitas (CIVI) Director Lloyd W. Helms Jr. Disposes 12,096 Shares
What Happened
- Lloyd W. Helms Jr., a director of Civitas Resources, reported a disposition to the issuer of 12,096 Civitas shares on January 30, 2026. The Form 4 shows the shares were "Disposed" and lists no per‑share price (Transaction code D).
- This disposition occurred in connection with Civitas’s merger into SM Energy. Based on the merger conversion (1.45 SM Energy shares per Civitas share) and SM Energy’s Jan 29, 2026 closing price of $18.87, the converted position would equal about 17,539 SM Energy shares, implying an approximate value of $331,000 (12,096 × 1.45 × $18.87).
Key Details
- Transaction date: 2026-01-30; transaction type: D (Disposition to issuer).
- Price reported on the Form 4: N/A (Disposed). Indicative value: ~ $331,000 (see calculation above).
- Shares owned following the transaction: Form 4 does not report post-transaction Civitas holdings; Civitas common shares were converted under the merger (see footnotes).
- Notable footnotes:
- F1: Merger agreement: Merger Sub merged with Civitas, then 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 time‑based deferred stock unit awards of SM Energy (conversion rounded up per award terms). Jan 29 SM Energy close used for indicative value.
- Filing timeliness: Reported for period 2026-01-30 and filed 2026-01-30 (timely).
Context
- This was a corporate transaction tied to the SM Energy acquisition of Civitas, not an open-market sale by the director. Dispositions to the issuer in a merger typically reflect conversion or surrender of shares under the deal rather than a director-initiated sale. The Form 4 shows the mechanics (conversion and DSU treatment) in the footnotes; the approximate dollar figure above is illustrative using the disclosed conversion ratio and SM Energy’s prior close.
Insider Transaction Report
Form 4Exit
Helms Lloyd W Jr
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-30−12,096→ 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 Lloyd W. Helms, Jr.|2026-01-30