Form 4: Civitas Interim CEO Disposes Shares in SM Energy Merger

Wouter T. van Kempen, Interim CEO of Civitas Resources, Inc., disposed of 145,241 shares of Civitas common stock as part of its merger into SM Energy Company.

Summary

• Wouter T. van Kempen, Interim CEO and Director of Civitas Resources, Inc., reported a disposition of 145,241 shares of Civitas common stock.
• This transaction occurred on January 30, 2026, as a direct result of the merger of Civitas Resources, Inc. into SM Energy Company.
• Under the Agreement and Plan of Merger dated November 2, 2025, each Civitas common stock share was converted into the right to receive 1.45 shares of SM Energy common stock.
• Civitas restricted stock unit (RSU) awards and deferred stock unit (DSU) awards were also converted into SM Energy awards based on the 1.45 exchange ratio, with DSUs becoming fully vested.
• Following the transaction, Wouter T. van Kempen beneficially owns 0 shares of Civitas common stock.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing as a procedural report confirming the completion of a pre-announced merger, which is a neutral event in itself but signifies the successful execution of a strategic corporate action. The vesting of DSUs is a positive for the reporting person.

Positives

• The merger provides Civitas shareholders with shares in SM Energy, potentially offering continued exposure to the combined entity.
• Civitas deferred stock unit (DSU) awards became fully vested upon conversion, which is beneficial for award holders.

Negatives

• Civitas Resources, Inc. ceases to exist as an independent publicly traded entity, becoming a wholly-owned subsidiary of SM Energy, which removes a standalone investment option for some investors.

Future Outlook

The filing details the completion of a merger, indicating a new corporate structure where Civitas is a subsidiary of SM Energy. It does not provide forward-looking statements for the combined entity beyond the mechanics of the share conversion.

Industry Context

StockSavvy.ai notes that consolidation is a recurring theme in the energy sector, particularly among exploration and production (E&P) companies, driven by desires for scale, cost efficiencies, and portfolio optimization. This merger aligns with that trend, creating a larger entity with potentially enhanced operational capabilities.

Comparison to Industry Standards

• The 1.45 exchange ratio for Civitas shares into SM Energy shares is specific to this transaction and would need to be evaluated against the pre-merger market valuations of both companies and typical merger premiums in the E&P sector.
• Similar consolidation moves have been seen with companies like ExxonMobil acquiring Pioneer Natural Resources or Chevron acquiring Hess, indicating a broader industry trend towards larger, more integrated players.

Management Changes

Stakeholder Impact

• Shareholders (Civitas): Received 1.45 shares of SM Energy common stock for each Civitas share, effectively becoming shareholders of SM Energy.
• Employees (Civitas): Equity awards (RSUs, DSUs) converted to SM Energy awards, generally retaining similar terms, which provides continuity.
• Management (Civitas, specifically Wouter T. van Kempen): Disposed of Civitas shares and now holds SM Energy equity, aligning interests with the new parent company.

Next Steps

• Wouter T. van Kempen will now hold SM Energy common stock and converted equity awards, subject to their respective terms.
• Civitas Resources, Inc. operates as a wholly-owned subsidiary of SM Energy Company.

Key Dates

Keywords

Civitas Resources, SM Energy, Merger, Form 4, Insider Transaction, Stock Conversion, Wouter T. van Kempen, Equity Transaction, Oil and Gas