Foschi Marianella 4
4 · CIVITAS RESOURCES, INC. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
Civitas (CIVI) CFO Marianella Foschi Surrenders 204,109 Shares
What Happened
Marianella Foschi, CFO & Treasurer of Civitas Resources, reported dispositions to the issuer on January 30, 2026: 119,127 shares and 84,982 derivative units (total 204,109). The Form 4 lists these as "Disposition to the issuer (D)" with no per‑share price reported. The transactions occurred in connection with the merger of Civitas into SM Energy (see footnotes).
Key Details
- Transaction date: 2026-01-30; Transaction code: D (Disposition to issuer).
- Shares disposed: 119,127 common-stock units; Derivative disposed: 84,982 units (total 204,109).
- Price reported on Form 4: N/A (no cash sale price listed).
- Filing: Report covers transactions on 2026-01-30 and was filed with accession 0001104659-26-008562 (no late filing indicated).
- Shares owned after transaction: not specified in the provided filing summary.
- Relevant footnotes: merger agreement (Nov 2, 2025) converted each Civitas share into the right to receive 1.45 shares of SM Energy; outstanding Civitas RSUs/PSUs were assumed by SM Energy and converted into SM Energy time‑based RSU awards per the terms summarized in the filing. SM Energy closed at $18.87 on 2026-01-29 (reference price included in filing).
Context
A "Disposition to the issuer" commonly means shares or award units were surrendered back to the company (often for tax withholding or cancellation) rather than sold on the open market; the filing ties these dispositions to the merger that converted Civitas equity into SM Energy awards. Derivative units reported likely reflect converted RSU/PSU awards assumed by SM Energy and then surrendered under the transaction terms. This is not an open‑market sale that signals a typical insider liquidity trade.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-30−119,127→ 0 total - Disposition to Issuer
Performance Stock Units
[F3]2026-01-30−84,982→ 0 total→ Common Stock (84,982 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.