Foschi Marianella 4

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.