UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(D) 
of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 31, 2023

Civitas Resources, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (720) 440-6100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Severance Agreement with Matthew R. Owens

As previously disclosed, on April 3, 2023, Civitas Resources, Inc. (the “Company”) terminated the employment of Matthew R. Owens, the Company’s former Chief Operating Officer, in connection with a leadership transition. The Company treated the termination of Mr. Owens’ employment as a termination without “cause” pursuant to the Company’s Executive Change in Control and Severance Plan (the “Severance Plan”). Mr. Owens will receive the severance benefits set forth in the Severance Plan for a Tier 1 Executive (as such term is defined in the Severance Plan), as modified by his Severance and Release Agreement, dated as of May 31, 2023 (the “Severance Agreement”), subject to the satisfaction of the release conditions contained therein. The Severance Agreement modifies the severance benefits Mr. Owens would have otherwise received under the Severance Plan by (i) accelerating the timing of certain cash severance payments and the settlement of performance stock units (“PSUs”), with actual performance for PSUs granted in 2021 and 2023 measured as of Mr. Owens’ termination date, and (ii) providing for all of Mr. Owens’ outstanding restricted stock units and PSUs granted in 2022 to vest upon execution of the Severance Agreement (with PSUs vesting at their “target” performance level). The Company’s Board of Directors determined that these modifications were appropriate based on Mr. Owens’ role as a co-founder of Extraction Oil & Gas, Inc. (“Extraction”) and his services to the Company following the Company’s merger with Extraction. The description of the Severance Agreement is qualified in its entirety by the terms of the Severance Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

On June 3, 2023, the Board of Directors of the Company (the “Board”) adopted and approved amended and restated bylaws (as amended, the “Seventh Amended and Restated Bylaws”) of the Company to conform to amendments to the certificate of incorporation approved by the stockholders at the Annual Meeting (as defined below) to provide for stockholders’ rights to call special meetings and fill vacancies of the Board resulting from the removal of directors.

The foregoing description of the Seventh Amended and Restated Bylaws is not complete and is qualified in its entirety by the terms of the Seventh Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 is incorporated herein by reference.

At the annual meeting of stockholders (the “Annual Meeting”) of the Company held on June 1, 2023, there were 80,299,101 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”), eligible to vote, of which 76,793,405 shares, or 95.63% percent, were voted. The proposals that were considered and voted upon at the Annual Meeting are described in detail in the Company’s annual proxy statement, which was filed with the Securities and Exchange Commission on April 26, 2023. The final certified voting results on those proposals are as follows:

There was no other business voted upon at the Annual Meeting.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.