Civitas Resources Announces Board and Executive Compensation Changes

TL;DR

Civitas Resources shakes up its board and executive pay structure effective Dec 1st.

AI Summary

Civitas Resources, Inc. announced on December 1, 2025, a change in its board of directors and executive compensation arrangements. Specifically, the company elected new directors and updated compensatory plans for its officers, effective as of the report date.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, and future performance expectations.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance and executive compensation updates, not significant financial or operational events.

Key Players & Entities

• Civitas Resources, Inc. (company) — Registrant
• Bonanza Creek Energy, Inc. (company) — Former company name
• December 1, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share CIVI New York Stock Excha

Filing Documents

• tm2530051d10_8k.htm (8-K) — 37KB
• tm2530051d10_ex10-1.htm (EX-10.1) — 152KB
• 0001104659-25-118529.txt ( ) — 385KB
• civi-20251201.xsd (EX-101.SCH) — 3KB
• civi-20251201_lab.xml (EX-101.LAB) — 33KB
• civi-20251201_pre.xml (EX-101.PRE) — 22KB
• tm2530051d10_8k_htm.xml (XML) — 4KB

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 1, 2025, the Compensation Committee of the Board of Directors of Civitas Resources, Inc. (the "Company") approved the Civitas Resources, Inc. Ninth Amended and Restated Executive Change in Control and Severance Plan (the "Amended Plan"), to become effective as of the day immediately prior to the closing of the pending merger between SM Energy Company and the Company (the "SM Merger"). If the SM Merger does not occur, the Amended Plan will not take effect, and the Eighth Amended and Restated Executive Change in Control and Severance Plan, effective as of January 21, 2022 (the "Prior Plan"), will remain in effect. Capitalized terms used but not defined herein have the meanings given to them in the Amended Plan. The Amended Plan contains the same terms as the Prior Plan (which are described in the Company's definitive proxy statement on Schedule 14A for its 2025 Annual Meeting of Stockholders, filed with the SEC on April 21, 2025, in the section titled "Eighth Amended and Restated Severance Plan", which section is hereby incorporated by reference herein), except: (i) the change in control protection period will be 30 months following a Change in Control for participants who are Tier 1-4 Executives, (ii) COBRA payments will be paid in a lump sum on the first business day 60 days following an Eligible Individual's termination date, and (iii) the cash severance amount for participants who are Tier 1-3 Executives will be calculated as a multiple of the sum of their base salary and a deemed target annual bonus equal to 100% of their base salary. The above description is a summary of certain terms of the Amended Plan and is subject to and qualified in its entirety by the terms of the Amended Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Civitas Resources, Inc. Ninth Amended and Restated Executive Change in Control and Severance Plan. 104 Cover Page Interactive Data File (formatted as Inline XBRL)

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included in this Current Report on Form 8-K that address events or developments that SM Energy and Civitas expect, believe, or anticipate will or may occur in the future are forward-looking statements. The words "intend," "expect," and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements regarding the transactions contemplated by the Merger Agreement (the "Transaction"), pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this Current Report on Form 8-K. These include the expected timing and likelihood of completion of the Transaction, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Transaction that could reduce anticipated benefits or cause the parties to abandon the Transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the possibility that stockholders of SM Energy or Civitas may not approve the Transaction, the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Transaction, the risk that any announcements relating to the Transaction could have adverse effects on the market price of SM Energy

View Full Filing

View this 8-K filing on SEC EDGAR