STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

STOCKHOLDERS' EQUITY

STOCKHOLDERS’ EQUITY

Share Repurchases

On January 24, 2023, we entered into a privately-negotiated share purchase agreement with CPPIB Crestone Peak Resources Canada Inc. for the purchase of approximately 4.9 million shares of our common stock at a price of $61.00 per share for a total purchase price of approximately $300.0 million. The purchase closed on January 27, 2023 and was funded from our cash on hand. The shares repurchased were immediately retired.

In February 2023, we announced that the Board provided authorization for a stock repurchase program (the “stock repurchase program”) pursuant to which we may, from time to time and through December 31, 2024, acquire shares of our common stock in the open market, in privately negotiated transactions, or through block trades, derivative transactions, or purchases made in accordance with the Rule 10b5-1 of the Exchange Act in an amount not to exceed $1.0 billion, exclusive of any fees, commissions, or other expenses related to such repurchases. In June 2023, commensurate with the announcement of the Hibernia Acquisition and the Tap Rock Acquisition, the Board reduced the amount of stock authorized for repurchase by us under the stock repurchase program from $1.0 billion to $500.0 million. The stock repurchase program does not require any specific number of shares to be acquired and can be modified or discontinued by the Board at any time. As of December 31, 2023, we repurchased approximately 312,800 shares under the program at a weighted average price of $64.55 per share for a total cost of $20.3 million.

We record share repurchases at cost, which includes incremental direct transaction costs, as a reduction to stockholder’s equity. As part of the incremental direct transaction costs and subject to netting against the fair value of stock issuances, we record a 1% excise tax with the corresponding liability recorded within accounts payable and accrued expenses on the accompanying balance sheets. Any excess of cost over the par value is charged to additional paid-in-capital on a pro-rata basis, with any remaining cost charged to retained earnings.

On February 27, 2024, we entered into a privately-negotiated share purchase agreement with NGP Tap Rock Holdings, LLC and certain of its affiliates (“NGP”) for the purchase of approximately 876,200 shares of our common stock at a price of $64.54 per share for a total purchase price of approximately $56.5 million. The purchase is expected to close in early March 2024 and will be funded from our cash on hand. Following the closing of the agreement, NGP will no longer be a stockholder of Civitas.

Dividends

As approved by the Board, cash dividends are paid quarterly and consist of a base and variable component. Variable cash dividends are equal to 50% of Free Cash Flow, after the base cash dividend for the preceding twelve-month period and pro forma for all acquisition and divestiture activity, assuming pro forma compliance with certain leverage targets.

The following table summarizes the dividends declared for the years ended December 31, 2023, 2022, and 2021 (in thousands, except per share amounts):

	Year Ended December 31,
	2023		2022		2021
Base dividend	$	2.00	$	1.89	$	1.16
Variable dividend	5.60		4.40		—
Total dividend	$	7.60	$	6.29	$	1.16
Total dividend (in thousands)	$	668,669	$	541,254	$	61,704

The decision to pay any future dividends is solely within the discretion of, and subject to approval by, the Board. The Board’s determination with respect to any such dividends, including the record date, the payment date, and the actual amount of the dividend, will depend upon our profitability and financial condition, contractual restrictions, restrictions imposed by applicable law, and other factors that the Board deems relevant at the time of such determination.