EXPLANATORY NOTE
On May 9, 2021, the Registrant entered into an Agreement and Plan of Merger (the Merger Agreement) by and among the
Registrant, Raptor Eagle Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Registrant (Raptor Eagle Merger Sub), and Extraction, which provided for, among other things, the merger of Raptor Eagle Merger Sub with
and into Extraction (the Merger), with Extraction continuing its existence as the surviving corporation and a wholly owned subsidiary of the Registrant.
At the Effective Time (as defined in the Merger Agreement), Extraction Awards that were outstanding as of immediately prior to the Effective
Time under the Extraction Plan were assumed by the Registrant and remain subject to the same terms and conditions as were applicable to such Extraction Awards immediately prior to the Effective Time, but each such Extraction Award was automatically
converted into an award with the right to receive a number of shares of Civitas Common Stock, rounded to the nearest whole share, that is equal to the product of (a) the number of shares of Extraction Common Stock subject to such Extraction
Award as of immediately prior to the Effective Time and (b) 1.1711 (the Exchange Ratio).
As of the Effective Time, the
Registrant has assumed all rights and obligations and certain outstanding shares of Extraction Common Stock available for issuance under the Extraction Plan. This Registration Statement registers 581,642 shares of Civitas Common Stock issuable by
the Registrant upon settlement of the outstanding Extraction Awards granted under the Extraction Plan as assumed by the Registrant in connection with the Merger. This Registration Statement also registers an additional 2,995,782 shares of Civitas
Common Stock issuable under the Extraction Plan in accordance with, and subject to the terms and conditions of, an exception under Rule 303A.08 of the NYSE Listed Company Manual (Rule 303A.08), which additional shares of Civitas Common
Stock represent a certain number of shares of Extraction Common Stock that were available for issuance under the Extraction Plan immediately prior to the Merger, as appropriately adjusted to reflect such transaction (including the application of the
Exchange Ratio) and assumed by the Registrant, and not otherwise reserved for issuance under the Extraction Plan in satisfaction of the Extraction Awards outstanding thereunder immediately prior to the Effective Time. Pursuant to an exception under
Rule 303A.08, shares that are available for grant under a pre-existing shareholder approved plan of an issuer that is acquired in an acquisition or merger may be used (after appropriate adjustment of
the number of shares to reflect the transaction) by the listed acquiring company for certain post-transaction grants, either under the pre-existing plan or another plan, provided that the plan met
the requirements of Rule 303A.08 prior to such transaction, including the requirements that (i) the time during which those shares are available for grants is not extended beyond the period when they would have been available under the pre-existing plan, absent the transaction, and (ii) such awards are not granted to individuals who were employed, immediately before the transaction, by the post-transaction listed company or
entities that were its subsidiaries immediately before the transaction.
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