CANADA PENSION PLAN INVESTMENT BOARD 4

What Happened Canada Pension Plan Investment Board (CPPIB), as indirect beneficial owner of shares held by CPPIB Crestone Peak Resources Canada Inc., reported a disposition of 9,524,201 shares of Civitas Resources (CIVI) common stock on January 30, 2026. The Form 4 lists the transaction as code J ("other acquisition or disposition"); no per-share price or cash value is reported (N/A). This disposition arose from the announced mergers between Civitas and SM Energy — the Civitas shares were converted into the right to receive SM Energy common stock rather than sold on the open market.

Key Details

• Transaction date: January 30, 2026 (reported on Form 4 filed February 3, 2026). Filing appears timely (within required business-day window).
• Transaction type/code: J — Other acquisition or disposition (merger-related conversion).
• Shares disposed: 9,524,201 Civitas common shares. Price / total proceeds: N/A (not reported on Form 4).
• Holder details: Shares were directly held by CPPIB Crestone Peak Resources Canada Inc.; Canada Pension Plan Investment Board is the indirect 10% beneficial owner (see footnote F2).
• Merger note (footnote F1): Under the merger agreement, each eligible Civitas share converted automatically into the right to receive 1.45 shares of SM Energy common stock, with cash paid in lieu of fractional SM Energy shares.
• Post-transaction holdings: The Form 4 does not report a post-transaction Civitas share balance (Civitas common stock was converted in the merger).

Context This is an institutional, merger-related disposition — not an open-market sale by a company executive. The exchange ratio implies the 9,524,201 Civitas shares converted into roughly 13.81 million shares of SM Energy common stock (1.45× the Civitas share count), with cash for any fractional share amounts. For retail investors, merger conversions like this reflect corporate restructuring rather than a directional insider trade.