CIVITAS RESOURCES, INC. 8-K

What Happened
Civitas Resources (CIVI) filed an 8-K on Jan. 20, 2026 to supplement the joint proxy/prospectus for its two-step merger with SM Energy (merger agreement dated Nov. 2, 2025). The registration statement on Form S-4 was declared effective Dec. 19, 2025 and the definitive joint proxy/prospectus was mailed Dec. 22, 2025. Civitas disclosed that two stockholder complaints (Johnson v. Civitas, filed Jan. 6, 2026, and Walsh v. Civitas, filed Jan. 8, 2026, in the New York Supreme Court) and several demand letters allege disclosure deficiencies. Civitas denies liability but voluntarily provided supplemental disclosures to reduce the risk that litigation will delay the scheduled stockholder special meetings on Jan. 27, 2026.

Key Details

• Two complaints filed in New York Supreme Court (Jan. 6 and Jan. 8, 2026) seek injunctions to block the mergers, rescission or rescissory damages, and fees.
• Special meetings of Civitas and SM Energy stockholders are scheduled for Jan. 27, 2026 at 10:00 a.m. Mountain Time.
• Updated Civitas projections (Corporate Plan, NYMEX Strip): 2026E EBITDA $2,782M and 2026E free cash flow $494M; (Reserve Model, NYMEX Strip) 2026E EBITDA $2,867M and 2026E free cash flow $457M.
• J.P. Morgan valuation assumptions disclosed: EV/EBITDA reference range 2.50x–3.50x and EMC/operating cash flow 1.00x–2.50x; illustrative implied value creation of ~31.4% (Strip Pricing) and ~12.4% (Flat Pricing) for Civitas stockholders.

Why It Matters
The supplemental proxy disclosures and the newly disclosed litigation are material because they could affect the timing and outcome of the proposed merger and the vote by Civitas stockholders. Civitas’ updated financial projections and J.P. Morgan valuation ranges give investors more detail on expected cash flow and the deal rationale, while the pending lawsuits create a risk of delay or injunction. Retail investors should review the definitive joint proxy/prospectus, this supplement, and related SEC filings before voting or making investment decisions.