TRIMBLE JAMES M 4
4 · CIVITAS RESOURCES, INC. · Filed Jan 30, 2026
Research Summary
AI-generated summary of this filing
Civitas (CIVI) Director James Trimble Disposes 53,960 Shares
What Happened
James M. Trimble, a director of Civitas Resources, reported a disposition to the issuer of 53,960 Civitas shares on January 30, 2026 (transaction code D). The Form 4 lists the price as N/A because the disposition occurred in connection with the merger with SM Energy; each Civitas share converted into the right to receive 1.45 shares of SM Energy. Using SM Energy’s $18.87 close on Jan 29, 2026, the implied per-Civitas-share value is about $27.36 and the total implied value is roughly $1.48 million. This was a merger-related conversion/surrender, not an open-market sale.
Key Details
- Transaction date: 2026-01-30; Transaction code: D (Disposition to issuer).
- Shares disposed: 53,960; Reported price on Form 4: N/A.
- Implied value (per footnote): 1.45 × $18.87 = ~$27.36 per Civitas share; total ≈ $1.48M (using SM Energy 1/29/26 close).
- Shares owned after transaction: not specified in this filing.
- Relevant footnotes: F1 describes the two-step merger into SM Energy and conversion mechanics; F2 explains deferred stock units were assumed and converted by SM Energy and cites the $18.87 closing price.
- Filing timeliness: Filed and reported for the same date (timely). No 10b5-1 plan, tax-withholding, or option-exercise codes are reported.
Context
A "disposition to the issuer" in a merger typically reflects surrender/conversion of target-company shares into the acquiror’s consideration and is a routine administrative step of the deal—not an open-market sale signaling personal trading sentiment. Footnote details also show outstanding deferred stock units were converted into SM Energy deferred units per the merger terms.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-30−53,960→ 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.