SM Energy to acquire Civitas Resources in all-stock merger at 1.45x exchange ratio

SM Energy Co

Each Civitas share will be exchanged for 1.45 shares of SM Energy common stock.
Post-merger board will have 11 directors – 6 from SM Energy, 5 from Civitas.
Termination fees: $85M from Civitas, $79M from SM; $26M/$24M expense reimbursement if stockholder vote fails.
Closing conditions include stockholder approvals and antitrust clearance; expected close by August 3, 2026.
SM Energy board unanimously approved and recommends stockholders approve the stock issuance and charter amendment.

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