van Kempen Wouter T. 4

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.