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Subsequent Events | 9 Months Ended
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Sep. 30, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Merger Agreement On November 2, 2025, SM Energy Company, a Delaware corporation (“SM Energy”), Cars Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of SM Energy (“Merger Sub”), and Civitas, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub will merge with and into Civitas, with Civitas surviving as a wholly owned subsidiary of SM Energy (the “First Company Merger”), and (ii) immediately following the First Company Merger, Civitas as the surviving corporation (the “First Surviving Corporation”) will merge with and into SM Energy, with SM Energy continuing as the surviving corporation (the “Second Company Merger” and, together with the First Company Merger, the “Merger”). Under the terms of the Merger Agreement, at the First Effective Time (as defined in the Merger Agreement), each share of our common stock issued and outstanding immediately prior to the First Effective Time (other than shares to be cancelled as provided for by the Merger Agreement) will be converted into the right to receive 1.45 shares of common stock, par value $0.01 per share, of SM Energy (the “Exchange Ratio”). The Merger has been unanimously approved by our Board and the board of directors of SM Energy. Consummation of the Merger is subject to the satisfaction or waiver of various customary conditions set forth in the Merger Agreement, including regulatory clearance and approvals by the stockholders of each of Civitas and SM. The Merger Agreement contains certain termination rights for each of Civitas and SM Energy, and in certain circumstances, a termination fee or reimbursement of expenses would be payable by Civitas or SM Energy thereunder. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. For additional information related to the Merger, refer to the filings made with the SEC in connection with such transaction. Voting Agreement Following the execution and delivery of the Merger Agreement, on November 3, 2025, we entered into a Voting Agreement (the “Voting Agreement”) with Kimmeridge Chelsea, LLC (“Kimmeridge”), which provides for, among other things, the obligation of Kimmeridge to vote (i) in favor of the adoption of the Merger Agreement and approval of any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (ii) against any alternative Company Acquisition Proposals (as defined in the Merger Agreement) and against any action, proposal, transaction, or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the Merger, subject to the terms and conditions set forth in the Voting Agreement. The Voting Agreement will terminate upon the earliest to occur of: (a) the First Effective Time, (b) the date on which the Merger Agreement is terminated in accordance with its terms, (c) the mutual written consent of the parties thereto, (d) the date on which a Company Adverse Recommendation Change (as defined in the Merger Agreement) occurs and (e) the date of any modification, waiver or amendment to the Merger Agreement effected without Kimmeridge’s consent that (i) decreases the amount or changes the form of consideration payable to all of our stockholders pursuant to the terms of the Merger Agreement or (ii) otherwise materially adversely affects the interests of Kimmeridge or our stockholders. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, which is attached as Exhibit 10.6 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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