CIVITAS RESOURCES (CIVI) Company Report

On January 30, 2026, the mergers of Civitas Resources, Inc. with SM Energy Company were consummated, resulting in Civitas ceasing to exist as an independent entity.
Each share of Civitas Common Stock was converted into the right to receive 1.45 shares of SM Energy Common Stock.
Civitas Common Stock ceased trading on the New York Stock Exchange prior to the market opening on January 30, 2026, and will be delisted on February 9, 2026.
Concurrently with the mergers, Civitas terminated all commitments and repaid all indebtedness under its Amended and Restated Credit Agreement.

5 days ago

8-K

Civitas Stockholders Approve SM Energy Merger

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M&A

Proxy Vote Outcomes

Civitas Resources, Inc. stockholders approved the merger agreement with SM Energy Company on January 27, 2026.
Approximately 97.7% of the outstanding shares of Civitas common stock represented at the special meeting voted to adopt the merger agreement.
Each share of Civitas common stock will be converted into the right to receive 1.45 shares of common stock of SM Energy.
The merger is expected to close on January 30, 2026, and the combined company will trade as SM Energy.

Jan 27, 2026, 9:36 PM

8-K

Civitas Resources Stockholders Approve Merger and Compensation Proposals

CIVI

M&A

Proxy Vote Outcomes

Executive Compensation

Civitas Resources held a special meeting of stockholders on January 27, 2026, to consider the Civitas merger proposal and the Civitas compensation proposal.
A quorum was established with 70,729,904 shares represented, constituting approximately 82.9% of the company's outstanding shares as of the December 17, 2025, record date.
Both the Civitas merger proposal and the Civitas compensation proposal were approved by stockholders.
The final vote results will be reported in a Form 8-K within four business days of the meeting.

Jan 27, 2026, 5:00 PM

Transcript

Civitas Resources Stockholders Approve Merger and Compensation Proposals

CIVI

M&A

Executive Compensation

Proxy Vote Outcomes

A special meeting of Civitas Resources stockholders was held on January 27, 2026, to consider two proposals.
A quorum was established with 70,729,904 shares, representing approximately 82.9% of the company's outstanding shares, present or by proxy.
Stockholders approved both the Civitas merger proposal and the Civitas compensation proposal.
The final vote results will be reported in a Form 8-K within four business days of the meeting.

Jan 27, 2026, 5:00 PM

Transcript

Civitas Resources Stockholders Approve Merger and Compensation Proposals

CIVI

M&A

Proxy Vote Outcomes

Executive Compensation

A special meeting of Civitas Resources stockholders was held on January 27, 2026, with a quorum established by 70,729,904 shares, representing approximately 82.9% of the company's outstanding shares as of the record date.
Stockholders considered two proposals: the Civitas merger proposal and the Civitas compensation proposal.
Based on the preliminary vote report, both the Civitas merger proposal and the Civitas compensation proposal were approved.
The final vote results will be reported in a Form 8-K within four business days of the meeting.

Jan 27, 2026, 5:00 PM

Transcript

Civitas Resources Provides Supplemental Merger Disclosures Amid Stockholder Lawsuits

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Legal Proceedings

Proxy Vote Outcomes

Civitas Resources, Inc. (CIVI) is providing supplemental disclosures to its Joint Proxy Statement/Prospectus concerning its merger with SM Energy Company.
These disclosures are in response to two stockholder complaints filed in January 2026, alleging disclosure deficiencies and seeking to enjoin the Mergers or award rescissory damages.
The company is making these voluntary disclosures to avoid delaying or adversely affecting the merger's consummation, with special stockholder meetings still scheduled for January 27, 2026.
J.P. Morgan's illustrative value creation analysis for the merger included estimated transaction fees and expenses of $40 million and estimated tax dis-synergies of $140 million.

Jan 20, 2026, 2:03 PM

8-K

Civitas Resources and SM Energy Announce Additional Merger Details, Leadership, and Synergy Targets

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M&A

Management Change

Board Change

Civitas Resources, Inc. and SM Energy Company announced additional details regarding their planned merger, including the post-closing management team and Board of Directors, with Beth McDonald as President and CEO and Julio Quintana as Non-Executive Chairman of the Board.
The merger is expected to generate $200 million in identified annual synergies, with potential upside to $300 million, and an NPV-10 of $1.0 billion to $1.5 billion. These synergies are anticipated to be actioned in 2026, with at least $200 million realized in 2027.
The combined entity targets at least $1.0 billion in planned divestitures within the first year post-closing to strengthen the balance sheet and accelerate stockholder return of capital.
S&P Global Ratings and Fitch Ratings have placed SM Energy on CreditWatch Positive and Rating Watch Positive, respectively, indicating confidence in the post-merger outlook and a strengthened credit profile, with an accelerated path to an investment grade rating.

Nov 17, 2025, 10:06 PM

8-K

Civitas Resources Reports Strong Q3 2025 Results and Announces Merger with SM Energy

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Earnings

M&A

Share Buyback

Civitas Resources reported strong third quarter 2025 financial results, with net income of $177 million, operating cash flow of $860 million, Adjusted EBITDAX of $855 million, and Adjusted Free Cash Flow of $254 million.
Oil and total production increased six percent from the second quarter to 158 thousand barrels of oil per day (MBbl/d) and 336 thousand barrels of oil equivalent per day (MBoe/d), respectively, while cash operating expenses decreased by five percent to $9.67 per barrel of oil equivalent (BOE).
The company reduced net debt by $237 million and repurchased $250 million of its stock (approximately 8% of outstanding shares) in the third quarter of 2025.
Civitas Resources announced a merger with SM Energy Company and has discontinued providing quarterly and annual guidance due to the pending merger.
A quarterly dividend of $0.50 per share was declared, payable on December 29, 2025.

Nov 6, 2025, 9:24 PM

8-K

Civitas Resources Reports Strong Q3 2025 Results and Discontinues Guidance Due to Merger

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Earnings

M&A

Share Buyback

Civitas Resources reported strong third quarter 2025 financial results, including net income of $177 million, operating cash flow of $860 million, and Adjusted Free Cash Flow of $254 million.
For Q3 2025, oil production increased six percent to 158 MBbl/d and total production rose six percent to 336 MBoe/d, while cash operating expenses decreased five percent to $9.67 per BOE.
The company reduced net debt by $237 million and repurchased $250 million of its stock, representing approximately 8% of outstanding shares, during the third quarter.
Due to the pending merger with SM Energy Company, Civitas has discontinued providing quarterly and annual guidance.
A quarterly dividend of $0.50 per share was approved, payable on December 29, 2025.

Nov 6, 2025, 9:15 PM

Press Release

Civitas Resources Announces Merger Agreement with SM Energy, Secured by Voting Agreement

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M&A

Takeover Bid

Proxy Vote Outcomes

Civitas Resources, Inc. has entered into a Merger Agreement with SM Energy Company and Cars Merger Sub, Inc., which will result in Civitas Resources, Inc. merging into SM Energy Company.
A Voting Agreement was executed with Kimmeridge Chelsea, LLC, covering 4,148,022 shares of Civitas common stock, as a condition for the Merger Agreement.
The consummation of the mergers is subject to Company Stockholder Approval, requiring an affirmative vote from a majority of outstanding common stock.
As of October 31, 2025, there were 85,303,179 shares of Civitas Common Stock issued and outstanding.