TRIMBLE JAMES M 4

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.