Carrell Clayton A. 4
4 · CIVITAS RESOURCES, INC. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
Civitas (CIVI) President & COO Clayton Carrell Converts/Surrenders Shares in Merger
What Happened
- Clayton A. Carrell, President & COO of Civitas Resources (CIVI), recorded two dispositions on 2026-01-30 in connection with the SM Energy merger: a disposition of 89,487 Civitas shares and a disposition of 64,632 derivative units (RSU/PSU). The Form 4 shows price as N/A because these were merger conversions/dispositions to the issuer rather than open-market trades.
- Using the merger exchange ratio (1.45 SM Energy shares per Civitas share) and SM Energy’s closing price of $18.87 on Jan 29, 2026 (footnote), the converted SM shares implied an approximate combined value of about $4.2 million (roughly $2.45M for the 89,487 share conversion and $1.77M for the 64,632 derivative conversion). These are estimates; the Form 4 does not report a sale price.
Key Details
- Transaction date: 2026-01-30 (reported on Form 4 filed 2026-01-30).
- Transaction type: Disposition to issuer (code D); one line was for common shares, the other for derivative awards (RSU/PSU conversion).
- Price on Form 4: N/A; estimated value based on SM Energy close $18.87 (Jan 29, 2026) and 1.45 exchange ratio per merger footnote.
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnotes: Merger Agreement (Nov 2, 2025) converted each Civitas share into the right to receive 1.45 SM Energy shares. Outstanding Civitas RSUs/PSUs were assumed and converted into SM Energy time‑based RSUs (PSUs were converted using the greater of target or earned amounts and became time‑based awards; RSU/PSU conversions were rounded up to whole shares where specified).
- Filing timeliness: Filed same date as transactions (no late filing indicated).
Context
- These dispositions are merger-related conversions rather than routine insider open‑market sales — the insider’s Civitas holdings were converted/assumed into SM Energy stock or awards under the merger terms.
- For the derivative line: Civitas RSU/PSU awards were assumed and converted into SM Energy time‑based RSUs (performance conditions converted per the merger terms). This is not an exercise or market sale and does not necessarily signal buy/sell intent by the insider.
Insider Transaction Report
Form 4Exit
Carrell Clayton A.
President & COO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-30−89,487→ 0 total - Disposition to Issuer
Performance Stock Units
[F3]2026-01-30−64,632→ 0 total→ Common Stock (64,632 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.
Signature
By: /s/ Adrian Milton, Attorney-in-Fact for Clayton A. Carrell|2026-01-30