Civitas Resources (CIVI) Proxy Filing summary

Executive summary

• SM Energy and Civitas Resources have agreed to merge through a two-step process, with Civitas first becoming a wholly owned subsidiary of SM Energy, then merging into SM Energy, which will be the surviving entity.

• Each share of Civitas common stock will be converted into the right to receive 1.45 shares of SM Energy common stock, with the exchange ratio fixed and not subject to adjustment.

• Upon completion, former SM Energy and Civitas stockholders will own approximately 48% and 52% of the combined company, respectively.

• The merger is expected to close in the first quarter of 2026, subject to regulatory and shareholder approvals.

Voting matters and shareholder proposals

• SM Energy stockholders will vote on issuing new shares for the merger and amending the certificate of incorporation to increase authorized shares from 200 million to 400 million.

• Civitas stockholders will vote to adopt the merger agreement and, on a non-binding basis, approve compensation for named executive officers related to the merger.

• Both boards unanimously recommend voting in favor of all proposals.

• Kimmeridge Chelsea, LLC, holding about 5.9% of Civitas shares, has agreed to vote in favor of the merger.

Board of directors and corporate governance

• The combined company board will have 11 members: six from SM Energy and five from Civitas, with committee chairs split between the two.

• The CEO of SM Energy prior to the merger will initially serve as CEO of the combined company, with other management roles jointly selected.