Carrell Clayton A. 4

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.