Hudak Carrie L 4
4 · CIVITAS RESOURCES, INC. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
Civitas (CIVI) Director Carrie Hudak Disposes 42,017 Shares
What Happened
- Carrie L. Hudak, a director of Civitas Resources, Inc., recorded a disposition to the issuer of 42,017 shares on 2026-01-30 (transaction code D). No per‑share sale price is reported in the Form 4 because the disposition occurred in connection with the company’s merger into SM Energy.
- Under the merger terms, each Civitas share was converted into the right to receive 1.45 shares of SM Energy. Using SM Energy’s closing price on 2026-01-29 ($18.87), the implied value per Civitas share is about $27.36 and the total implied value is approximately $1.15 million (42,017 × 1.45 × $18.87). This is an indicative calculation; the Form 4 itself shows “N/A” for price.
Key Details
- Transaction date: 2026-01-30; Form filed same day (timely).
- Reported transaction type: D (Disposition to the issuer — typically reflects surrender/conversion in a merger, not an open‑market sale).
- Shares disposed: 42,017; per‑share price: N/A in filing.
- Shares owned after transaction: not specified in this Form 4.
- Notable footnotes: F1–F2 explain the Merger Agreement with SM Energy and that Civitas awards/units were converted/assumed by SM Energy (each Civitas share/unit × 1.45, with DSU awards rounded up).
- No 10b5‑1 plan, tax‑withholding sale, or late filing is indicated in the filing.
Context
- A “Disposition to the issuer” in a merger context means the insider’s Civitas shares/units were surrendered or converted under the merger agreement rather than sold on the open market; it does not necessarily reflect insider sentiment about the combined company.
- For retail investors, note this is a corporate‑action conversion tied to the SM Energy acquisition; any realized value depends on the merger mechanics and the actual consideration received.
Insider Transaction Report
Form 4Exit
Hudak Carrie L
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-30−42,017→ 0 total
Footnotes (2)
- [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 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.
Signature
By: /s/ Adrian Milton, Attorney-in-Fact for Carrie L. Hudak|2026-01-30