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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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CIVITAS RESOURCES, INC. (Name of Issuer) |
Common Stock, par value $0.01 (Title of Class of Securities) |
17888H103 (CUSIP Number) |
Pierre Abinakle, CPPIB CPPIB Crestone Peak Resources Canada Inc, One Queen Street East, Suite 2500 Toronto, A6, M5C 2W5 416-868-4075 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/30/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 17888H103 |
| 1 |
Name of reporting person
Canada Pension Plan Investment Board | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 17888H103 |
| 1 |
Name of reporting person
CPPIB Crestone Peak Resources Canada Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 |
| (b) | Name of Issuer:
CIVITAS RESOURCES, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
555 17th Street, Suite 3700, Denver,
COLORADO
, 80202. |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
SM Energy Merger
On January 30, 2026 (the "Closing Date"), pursuant to the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement") dated as of November 2, 2025, by and among the Issuer, SM Energy Company ("SM Energy"), and Cars Merger Sub, Inc., a direct wholly owned subsidiary of SM Energy ("Merger Sub"), (i) Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of SM Energy (the "First Merger"), and (ii) immediately following the First Merger, the Issuer merged with and into SM Energy, with SM Energy continuing as the surviving corporation (the "Second Merger" and, together with the First Company Merger, the "Mergers").
Immediately following the First Merger, each eligible share of Issuer Common Stock (the "Common Stock") was converted automatically into the right to receive 1.45 shares of SM Energy common stock, with cash paid in lieu of the issuance of any fractional shares of SM Energy common stock. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
As of the Closing Date, the Reporting Persons do not beneficially own any shares of Common Stock. |
| (b) | The information set forth in Item 5(a) of this Schedule 13D is hereby incorporated herein by reference. |
| (c) | Except as described herein, none of the Reporting Persons nor, to the Reporting Persons' knowledge, any of the Covered Persons, has effected any transaction during the past 60 days in the Issuer's Common Stock. |
| (d) | None. |
| (e) | As of the Closing Date, the Reporting Persons ceased to be the beneficial owners of more than five percent of the outstanding Common Stock. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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