Sec Form 4 Filing - Foschi Marianella @ CIVITAS RESOURCES, INC. - 2021-11-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Foschi Marianella 2. Issuer Name and Ticker or Trading Symbol CIVITAS RESOURCES, INC. [ CIVI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 410 - 17TH STREET, SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2021 (Street) DENVER, CO80202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/01/2021 A 16,512 ( 1 ) ( 2 ) A 16,512 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Tranche A Warrants (right to buy) $ 91.91 11/01/2021 A 637 ( 3 ) ( 3 ) 01/20/2025 Common Stock 637 ( 3 ) 637 D Tranche B Warrants (right to buy) $ 104.45 11/01/2021 A 318 ( 4 ) ( 4 ) 01/20/2026 Common Stock 318 ( 4 ) 318 D Performance Stock Unit ( 5 ) 11/01/2021 A 49,538 ( 6 ) ( 6 ) Common Stock 49,538 ( 6 ) 49,538 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Foschi Marianella 410 - 17TH STREET, SUITE 1400 DENVER, CO80202 Chief Financial Officer Signatures By: Jennifer Stoldt, attorney-in-fact for Marianella Foschi 11/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units ("RSUs") that settle in shares of Civitas Resources, Inc. (the "Issuer") common stock received in exchange for RSUs that settled in shares of Extraction Oil & Gas, Inc. ("Extraction") common stock in connection with the consummation of the transaction (the "Merger") contemplated in that certain agreement and plan of merger (the "Merger Agreement") by and between Bonanza Creek Energy, Inc., Raptor Eagle Merger Sub, Inc. and Extraction, dated as of May 9, 2021. Pursuant to the Merger Agreement, the outstanding Extraction RSUs immediately prior to the effective time of the Merger were assumed by the Issuer and converted into a number of RSUs with respect to shares of Issuer common stock equal to the product of the outstanding Extraction RSUs multiplied by 1.1711 and rounded to the nearest number of whole shares. Each RSU represents a contingent right to receive one share of Issuer common stock. ( 2 )(Continued from footnote 1) The RSUs vest ratably over three years on January 20, 2022, January 20, 2023 and January 20, 2024, subject to continued service through each vesting date and will be settled in shares of Issuer common stock. ( 3 )Represents Tranche A warrants ("Tranche A Warrants") of the Issuer received in exchange for Tranche A warrants of Extraction in connection with the Merger. Pursuant to the Merger Agreement, the outstanding Tranche A warrants of Extraction immediately prior to the effective time of the Merger were assumed by the Issuer and converted into a number of Tranche A Warrants equal to the product of the outstanding Tranche A warrants of Extraction multiplied by 1.1711 and rounded down to the nearest number. The Tranche A Warrants are exercisable for one share of common stock of the Issuer from the date of issuance until 5:00 p.m., New York time, on the expiration date. ( 4 )Represents Tranche B warrants ("Tranche B Warrants") of the Issuer received in exchange for Tranche B warrants of Extraction in connection with the Merger. Pursuant to the Merger Agreement, the outstanding Tranche B warrants of Extraction immediately prior to the effective time of the Merger were assumed by the Issuer and converted into a number of Tranche B Warrants equal to the product of the outstanding Tranche B warrants of Extraction multiplied by 1.1711 and rounded down to the nearest number. The Tranche B Warrants are exercisable for one share of common stock of the Issuer from the date of issuance until 5:00 p.m., New York time, on the expiration date. ( 5 )Each performance unit ("PSU") represents a contingent right to receive one share of Issuer common stock. ( 6 )Represents PSUs that settle in shares of Issuer common stock received in exchange for 42,300 PSUs that settled in shares of Extraction common stock in connection with consummation of the Merger. The PSUs will vest upon the achievement by the Issuer of certain goals pertaining to absolute total stockholder return, subject to continued service through January 20, 2024.

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