CIVITAS RESOURCES, INC. 8-K

What Happened
Civitas Resources, Inc. (CIVI) filed an 8-K on January 27, 2026 reporting that its stockholders approved the previously announced merger with SM Energy Company. The Special Meeting was held January 27, 2026 (record date December 17, 2025). Under the Merger Agreement dated November 2, 2025, each Civitas share will be converted into the right to receive 1.45 shares of SM Energy. The company and SM Energy also issued a joint press release on January 27 announcing meeting results and the expected closing timetable.

Key Details

• Outstanding shares and quorum: 85,318,697 shares of Civitas common stock outstanding as of the December 17, 2025 record date; 70,730,026 shares (≈82.9%) were present or represented at the Special Meeting.
• Merger vote (final certified results): For 69,136,817; Against 1,304,552; Abstentions 288,657; Broker non‑votes 0.
• Advisory vote on executive compensation (non‑binding): For 60,434,236; Against 9,889,615; Abstentions 406,175.
• Disclosure: Joint press release of Civitas and SM Energy dated January 27, 2026 filed as Exhibit 99.1; press release includes expected closing timing.

Why It Matters
Stockholder approval is a required and material step toward closing the merger; with the for vote passing decisively, Civitas is set to become a wholly owned subsidiary of SM Energy through the two-step merger structure and Civitas holders will receive 1.45 SM Energy shares per Civitas share. The non‑binding advisory approval of merger‑related executive compensation passed as well, which signals shareholder acceptance of the proposed pay arrangements (though it does not legally bind the companies). Investors should watch for the formal closing notice and any regulatory clearances or conditions disclosed in future filings and press releases.