Management Change/Compensation (Form 8-K)

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.