|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
|
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, Ontario, Z4, M5C 2W5 416-868-4075 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/06/2025 (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
|
| 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)
| ||||||||
| 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)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,524,201.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
For rows 8, 10 and 11, number represents the amount of shares of Common Stock of the issuer directly held by CPPIB Crestone Peak Resources Canada Inc., a wholly-owned subsidiary of Canada Pension Plan Investment Board.
For row 13, percentage is calculated based on 85,303,179 shares of Common Stock of the issuer outstanding as of November 6, 2025, as reported in the issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025.
SCHEDULE 13D
|
| 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)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,524,201.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
For rows 8, 10 and 11, number represents the amount of shares of Common Stock of the issuer directly held by CPPIB Crestone Peak Resources Canada Inc., a wholly-owned subsidiary of Canada Pension Plan Investment Board.
For row 13, percentage is calculated based on 85,303,179 shares of Common Stock of the issuer outstanding as of November 6, 2025, as reported in the issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025.
SCHEDULE 13D
|
| 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 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by
(a) Canada Pension Plan Investment Board and its wholly-owned subsidiary, CPPIB Crestone Peak Resources Canada Inc. (together with Canada Pension Plan Investment Board, the "Reporting Persons").
The directors and the executive officers of the Reporting Persons (the "Covered Persons") are set forth in Schedule I of Exhibit 99.1 hereto, which is incorporated herein by reference. |
| (b) | The business address for each of the Reporting Persons is c/o Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, ON M5C 2W5 Canada. The business address of each Covered Person is set forth in Schedule I of Exhibit 99.1 hereto, which is incorporated herein by reference. |
| (c) | The principal business of Canada Pension Plan Investment Board is investing the Canada Pension Plan fund. The principal business of CPPIB Crestone Peak Resources Canada Inc. is an investment holding company. Each Covered Person's present principal occupation is set forth in Schedule I of Exhibit 99.1 hereto, which is incorporated herein by reference. |
| (d) | During the last five years, none of the Reporting Persons or, to the Reporting Persons' knowledge, any of the Covered Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons or, to the Reporting Persons' knowledge, any of the Covered Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Each of the Reporting Persons is organized under the laws of Canada. Each Covered Person's citizenship is set forth in Schedule I of Exhibit 99.1 hereto, which is incorporated herein by reference. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Persons beneficially own 9,524,201 shares of Common Stock of the issuer ("Shares"), representing 11.2% of the outstanding Shares. Such 9,524,201 Shares are directly held by CPPIB Crestone Peak Resources Canada Inc., a wholly-owned subsidiary of Canada Pension Plan Investment Board, and as such, the Reporting Persons may be deemed to have shared voting power and dispositive power with respect to such 9,524,201 Shares. The aforementioned 11.2% percentage is calculated based on 85,303,179 Shares outstanding as of November 6, 2025, as reported in the issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2025.
This Amendment No. 4 is being filed due to an increase in the total percentage of outstanding Shares beneficially owned by the Reporting Persons. The total number of Shares beneficially owned by the Reporting Persons has not changed since the Reporting Persons filed Amendment No. 3 of the Schedule 13D on May 20, 2024. |
| (b) | The information set forth in Item 5(a) of this Schedule 13D is hereby incorporated herein by reference. |
| (c) | 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 any Shares. |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 List of Covered Persons
Exhibit 99.2 Power of Attorney of Canada Pension Plan Investment Board |
| 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.
|
|
|
|
|
Comments accompanying signature:
Exhibit 99.2 Power of Attorney of Canada Pension Plan Investment Board |