Counts Travis L 4
4 · CIVITAS RESOURCES, INC. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
Civitas (CIVI) Travis L. Counts Returns 144,298 Shares to Issuer
What Happened
Travis L. Counts, Chief Administrative Officer & Secretary of Civitas Resources, reported two dispositions to the issuer on January 30, 2026: 61,568 shares and 82,730 shares (the latter reported as a derivative-related disposition), for a total of 144,298 shares surrendered to the issuer. The filing lists no per-share price or sale proceeds. These transactions occurred in connection with the company’s merger into SM Energy (see footnotes).
Key Details
- Transaction date: 2026-01-30; Filing date / Period of Report: 2026-01-30 (timely filed).
- Transactions: two "D" (Disposition to Issuer) entries — 61,568 shares and 82,730 shares (derivative). Total = 144,298 shares.
- Price / proceeds: Not reported in the Form 4 (N/A).
- Estimated market context: footnote states SM Energy closed at $18.87 on Jan 29, 2026; using that price as context, 144,298 shares would be roughly $2.72M (this is an estimate and the filing does not state proceeds).
- Shares owned after transaction: not disclosed in the provided filing details.
- Footnotes: (1) Civitas merged into SM Energy per a Merger Agreement; each Civitas share converted into the right to receive 1.45 SM Energy shares. (2–3) Outstanding Civitas RSUs/PSUs were assumed/converted into SM Energy restricted stock units per the merger terms. The derivative disposition likely relates to award conversions/settlements.
- Filing timeliness: filed same day as the report period (no late filing indicated).
Context
A "Disposition to Issuer" typically means shares were returned to the company (often to satisfy tax withholding or related to award conversion/settlement), and the filing shows one disposal was derivative-related, consistent with the merger-driven conversion of RSUs/PSUs to SM Energy awards. The Form 4 does not disclose sale proceeds or the insider’s post-transaction holdings, so this report documents the surrender/return of shares rather than an open-market sale.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-30−61,568→ 0 total - Disposition to Issuer
Performance Stock Units
[F3]2026-01-30−82,730→ 0 total→ Common Stock (82,730 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.