Helms Lloyd W Jr 4

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.