# CIVITAS RESOURCES, INC. — merger [completed] Source: SEC API (secapi.ai) · situation sit_a45777a1d456eecea366 · retrieved 2026-08-11T15:52:27.924Z ## Overview SM Energy Company is an independent energy company engaged in the acquisition, exploration, development, and production of crude oil, natural gas, and NGLs in Texas and Utah; Civitas Resources, Inc. is an independent exploration and production company focused on the acquisition, development, and production of crude oil and liquids-rich natural gas from premier assets in the Permian Basin in Texas… On January 27, 2026, stockholders of SM Energy Company and Civitas Resources, Inc. voted to approve their previously announced all-stock merger pursuant to an Agreement and Plan of Merger. At SM Energy's special meeting, approximately 76.5% of outstanding shares were represented, with approximately 99.1% voting to approve the issuance of SM Energy common stock to Civitas stockholders and approximately 98.6% voting to approve an amendment to increase authorized shares from 200 million to 400 million. At Civitas's special meeting, approximately 82.9% of outstanding shares were represented, with approximately 97.7% voting to adopt the merger agreement. The merger is expected to close on January 30, 2026, subject to satisfaction of customary closing conditions. The combined company will trade as SM Energy. ## Terms - Counterparty: Civitas Resources, Inc. · Consideration: stock · Stake: 52% · Price/share: $1.45 ## Key dates - Announced 2026-01-13 · Record 2025-12-17 · Vote 2026-01-27 · Expected close 2026-01-30 · Completed 2026-01-30 ## Timeline - 2026-01-13 · 425 (0001104659-26-003392): 425 - CIVITAS RESOURCES, INC. — *Civitas Resources, Inc. is an oil and natural gas exploration and production company engaged in crude petroleum and natural gas operations.* Civitas Resources, Inc. is conducting a Special Meeting of Stockholders on January 27, 2026, to vote on a proposed merger with SM Energy. The Merger Agreement was dated November 2, 2025. The Board of Directors unanimously recommends stockholders vote FOR the merger and related proposals. SM Energy filed a registration statement on Form S-4 (No. 333-291956) that was declared effective on December 19, 2025, and the definitive Joint Proxy Statement/Prospectus was mailed to security holders on or about December 22, 2025. https://www.sec.gov/Archives/edgar/data/1509589/0001104659-26-003392.txt - 2026-01-20 · 425 (0001104659-26-004853): 425 - CIVITAS RESOURCES, INC. — *SM Energy Company is a crude petroleum and natural gas exploration and production company.* SM Energy Company agreed to acquire Civitas Resources, Inc. in a two-step merger transaction announced November 2, 2025. Under the Agreement and Plan of Merger, SM Energy's subsidiary (Cars Merger Sub, Inc.) will merge with and into Civitas, with Civitas surviving as a wholly owned subsidiary of SM Energy. Immediately thereafter, Civitas will merge with and into SM Energy, with SM Energy as the surviving corporation. The transaction is valued at an implied offer price of $29.78 per Civitas share (calculated using the 1.45x exchange ratio and SM Energy's closing price of $20.54 on October 30, 2025). Stockholder meetings are scheduled for January 27, 2026. https://www.sec.gov/Archives/edgar/data/1509589/0001104659-26-004853.txt - 2026-01-20 · 425 (0001104659-26-004854): 425 - CIVITAS RESOURCES, INC. — *Civitas Resources, Inc. is a crude petroleum and natural gas exploration and production company.* On November 2, 2025, Civitas Resources, Inc. and SM Energy Company entered into an Agreement and Plan of Merger. Under the agreement, SM Energy's subsidiary Cars Merger Sub, Inc. will merge with and into Civitas, with Civitas surviving as a wholly owned subsidiary of SM Energy (the First Company Merger). Immediately following, Civitas will merge with and into SM Energy, with SM Energy continuing as the surviving corporation (the Second Company Merger). Special meetings of both companies' stockholders are scheduled for January 27, 2026, at 10:00 a.m. Mountain Time to vote on the transaction. https://www.sec.gov/Archives/edgar/data/1509589/0001104659-26-004854.txt - 2026-01-27 · 425 (0001104659-26-007014): 425 - CIVITAS RESOURCES, INC. — *Civitas Resources, Inc. is an independent exploration and production company focused on the acquisition, development, and production of crude oil and liquids-rich natural gas from its premier assets in the Permian Basin in Texas and New Mexico and the DJ Basin in Colorado.* Civitas Resources, Inc. stockholders voted on January 27, 2026 to approve the merger with SM Energy Company under an Agreement and Plan of Merger dated November 2, 2025. Under the all-stock merger structure, Merger Sub (a wholly owned subsidiary of SM Energy) will merge with and into Civitas, with Civitas surviving as a wholly owned subsidiary of SM Energy, followed immediately by a second merger of the surviving corporation into SM Energy. Each share of Civitas common stock will be converted into the right to receive 1.45 shares of SM Energy common stock. The merger is expected to close on January 30, 2026, subject to satisfaction of customary closing conditions. Approximately 82.9% of Civitas shares outstanding were represented at the special meeting, with approximately 97.7% of shares present or represented voting in favor of the merger agreement. https://www.sec.gov/Archives/edgar/data/1509589/0001104659-26-007014.txt - 2026-01-27 · 425 (0001104659-26-007053): 425 - CIVITAS RESOURCES, INC. — *SM Energy Company is an independent energy company engaged in the acquisition, exploration, development, and production of crude oil, natural gas, and NGLs in Texas and Utah; Civitas Resources, Inc. is an independent exploration and production company focused on the acquisition, development, and production of crude oil and liquids-rich natural gas from premier assets in the Permian Basin in Texas…* On January 27, 2026, stockholders of SM Energy Company and Civitas Resources, Inc. voted to approve their previously announced all-stock merger pursuant to an Agreement and Plan of Merger. At SM Energy's special meeting, approximately 76.5% of outstanding shares were represented, with approximately 99.1% voting to approve the issuance of SM Energy common stock to Civitas stockholders and approximately 98.6% voting to approve an amendment to increase authorized shares from 200 million to 400 million. At Civitas's special meeting, approximately 82.9% of outstanding shares were represented, with approximately 97.7% voting to adopt the merger agreement. The merger is expected to close on January 30, 2026, subject to satisfaction of customary closing conditions. The combined company will trade as SM Energy. https://www.sec.gov/Archives/edgar/data/1509589/0001104659-26-007053.txt - 2026-01-30 · 8-K (0001104659-26-008521): 8-K FORM 8-K https://www.sec.gov/Archives/edgar/data/1509589/000110465926008521/tm264358d6_8k.htm - 2026-02-10 · 15-12G (0001104659-26-012376): 15-12G 15-12G https://www.sec.gov/Archives/edgar/data/1509589/000110465926012376/tm265763d1_1512g.htm ## Citations - 0001104659-26-003392 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926003392 - 0001104659-26-004853 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926004853 - 0001104659-26-004854 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926004854 - 0001104659-26-007014 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926007014 - 0001104659-26-007053 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926007053 - 0001104659-26-008521 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008521 - 0001104659-26-012376 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926012376