van Kempen Wouter T. 4
4 · CIVITAS RESOURCES, INC. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
Civitas (CIVI) Interim CEO Wouter van Kempen Disposes 145,241 Shares
What Happened
Wouter T. van Kempen, Interim CEO and Director of Civitas Resources, disposed of 145,241 shares of Civitas common stock on January 30, 2026. The Form 4 lists the transaction as a disposition to the issuer (code D) with no per‑share price reported. Under the merger agreement, each Civitas share converted into the right to receive 1.45 shares of SM Energy common stock; using SM Energy’s Jan 29, 2026 NYSE close of $18.87, the converted shares are worth an estimated 145,241 × 1.45 × $18.87 ≈ $3.97 million (estimate).
Key Details
- Transaction date: 2026-01-30; Form 4 filed same day (timely).
- Transaction type: Disposition to issuer (D); 145,241 Civitas shares disposed. Reported price: N/A.
- Estimated value: ≈ $3.97M based on 1.45 conversion ratio and SM Energy $18.87 closing price (Jan 29, 2026). This is an estimate — Form 4 lists no cash price.
- Shares owned after transaction: Civitas common stock was converted under the merger; Civitas common stock ceased as a standalone security and holders received SM Energy shares per the merger terms.
- Relevant footnotes: F1–F3 — Merger Agreement (Nov 2, 2025) by which Merger Sub merged into Civitas and Civitas into SM Energy; each Civitas share converted into 1.45 SM Energy shares. Outstanding Civitas RSUs and DSUs were assumed/converted by SM Energy (DSUs became fully vested).
Context
This disposition reflects the corporate merger mechanics (conversion of Civitas shares into SM Energy stock) rather than a typical open‑market sale by the insider. RSU and DSU awards were assumed/converted by SM Energy per the Merger Agreement; DSUs became fully vested. For retail investors, merger‑related conversions are different from voluntary insider selling — they are transaction-driven and may not indicate the insider’s view on the combined company.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-01-30−145,241→ 0 total
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 deferred stock unit of Civitas ("Civitas DSU Award") that was outstanding immediately prior to the Effective Time, pursuant to the Merger Agreement and the terms of the Civitas DSU Award, became fully vested and was assumed by SM Energy and converted into a time-based deferred 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 DSU 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 as were applicable to such Civitas DSU Award immediately prior to the Effective Time.