CIVITAS RESOURCES, INC.: M&A transaction — SM Energy closes merger with Civitas Resources; each CIVI share receives 1.45 SM shares

CIVITAS RESOURCES, INC.

Merger completed January 30, 2026; Civitas became wholly owned subsidiary then merged into SM Energy.
Each share of Civitas common stock converted into 1.45 shares of SM Energy common stock.
Civitas credit agreement terminated; all outstanding indebtedness repaid in full.
Civitas common stock delisted from NYSE; deregistration via Form 15 to follow.
All Civitas directors and officers resigned effective at the merger close.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

CIVITAS RESOURCES, INC. underwent a change of control involving SM Energy Company for Each share of Civitas Common Stock was converted into the right to receive 1.45 shares of SM Energy Common Stock. (closed 2026-01-30).

Action: change of control
Counterparty: SM Energy Company
Consideration: Each share of Civitas Common Stock was converted into the right to receive 1.45 shares of SM Energy Common Stock.
Closing: 2026-01-30

Exact text from the filing

0, 2026 Date of Report (Date of earliest event reported) SM Energy Company (as successor in interest to Civitas Resources, Inc. ) (Exact name of registrant as specified in its charter) Delaware 001-35371 41-0518430 (State or other jurisdiction of incorporation or organization) (Commission File No.) (I.R.S.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

CIVITAS RESOURCES, INC. terminated Civitas Credit Agreement with JPMorgan Chase Bank, N.A. (effective 2026-01-30).

Action: termination
Agreement: credit facility
Counterparty: JPMorgan Chase Bank, N.A.
Effective: 2026-01-30

Exact text from the filing

On January 30, 2026, concurrently and in connection with the Mergers, Civitas terminated all commitments, and caused to be repaid in full all indebtedness, liabilities and other obligations, under that certain Amended and Restated Credit Agreement dated November 1, 2021

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Source: SEC EDGAR

accession 0001104659-26-008521

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