SM ENERGY ANNOUNCES EARLY TENDER RESULTS; EXTENDS AND UPSIZES PREVIOUSLY ANNOUNCED CASH TENDER OFFER

Rhea-AI Summary

SM Energy (NYSE: SM) reported early results for its cash tender offer to repurchase up to $1,000,000,000 (increased from $750,000,000) of 8.375% Senior Notes due 2028. As of the Early Tender Date, $783,605,000 (58.04% of $1,350,000,000 outstanding) were validly tendered.

Holders who validly tendered by the Early Tender Date will receive $1,031.75 per $1,000 principal (including a $50 early tender premium) plus accrued interest. Early settlement is March 19, 2026; final settlement is expected around April 3, 2026.

Positive

• Maximum Tender Amount increased to $1,000,000,000
• Early tenders of $783,605,000 accepted for purchase
• Total Consideration set at $1,031.75 per $1,000 (includes $50 premium)

Negative

• Tender not fully subscribed as of Early Tender Date (remaining $566,395,000)
• Acceptance of post-Early tenders may be prorated

News Market Reaction – SM

+1.72%

+1.72% Session close to close

In the Mar 18 session, SM gained 1.72%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details early results of SM Energy’s cash tender for 8.375% 2028 notes, with $783,...

Analysis

This announcement details early results of SM Energy’s cash tender for 8.375% 2028 notes, with $783,605,000 tendered, or 58.04% of the $1,350,000,000 outstanding, and an upsized cap to $1,000,000,000. It extends the $50 Early Tender Premium and maintains clear settlement timelines. In context of earlier debt offerings and tender launch, this continues a balance-sheet optimization theme. Investors may watch future filings for how much of the high-coupon debt ultimately gets retired and the impact on interest expense and leverage metrics.

Key Figures

Original tender cap: $750,000,000 Upsized tender cap: $1,000,000,000 Notes outstanding: $1,350,000,000 +5 more

8 metrics

Original tender cap $750,000,000 Initial Maximum Tender Amount for 8.375% Senior Notes due 2028

Upsized tender cap $1,000,000,000 Revised Maximum Tender Amount for 8.375% Senior Notes due 2028

Notes outstanding $1,350,000,000 Aggregate principal amount of 8.375% Senior Notes due 2028 outstanding

Principal tendered $783,605,000 Principal amount of 8.375% Senior Notes validly tendered by Early Tender Date

Tender participation 58.04% Percent of outstanding principal amount of Notes tendered early

Coupon rate 8.375% Interest rate on Senior Notes due 2028 being targeted in tender

Total Consideration $1,031.75 Per $1,000 principal amount of Notes accepted for purchase

Early Tender Premium $50 Premium per $1,000 principal included in Total Consideration

Historical Context

5 past events · Latest: Mar 04 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 04	Debt offering priced	Positive	+4.2%	Upsized $1.0B 2034 senior notes priced to fund tender and corporate needs.
Mar 04	Tender offer launch	Positive	+1.9%	Announced cash tender for up to $750M of 8.375% notes due 2028.
Mar 04	Debt offering plan	Positive	+1.9%	Planned $750M 2034 notes to finance purchase of 2028 high-coupon notes.
Feb 25	2026 outlook	Positive	-1.8%	Outlined 2026 plan for free cash flow, asset sale, debt reduction, returns.
Feb 25	Earnings results	Positive	-1.8%	Reported record 2025 cash flow, EBITDAX and production with debt reduction.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent liability-management and capital-structure actions (new notes plus tender offer) have generally coincided with modestly positive share reactions, while broader strategic updates and earnings have seen mixed responses.

Recent Company History

Over the last month, SM Energy has focused on balance-sheet optimization and integration of its Civitas merger. On Feb 25, earnings and a 2026 outlook highlighted record cash flow and increased capital returns. Subsequent Feb–Mar 8-Ks detailed asset sales and a new $1.0 billion 2034 notes issue to fund a tender for 8.375% 2028 notes. The March 4 tender launch and debt offering both saw positive price reactions, framing today’s upsized tender and extended premium as a continuation of that liability-management strategy.

Key Terms

cash tender offer, senior notes, cusip, rule 144a, +4 more

8 terms

cash tender offer financial

"previously announced cash tender offer to purchase (the "Tender Offer") up to $750,000,000"

A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.

senior notes financial

"8.375% Senior Notes due 2028 (CUSIP Numbers Rule 144A: 17888HAA1 / Reg. S:"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

cusip financial

"8.375% Senior Notes due 2028 (CUSIP Numbers Rule 144A: 17888HAA1 / Reg. S:"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

View in glossary

rule 144a regulatory

"8.375% Senior Notes due 2028 (CUSIP Numbers Rule 144A: 17888HAA1 / Reg. S:"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"Rule 144A: 17888HAA1 / Reg. S: U1638HAA5) (the "Notes"), originally issued"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

early tender premium financial

"extension of the Early Tender Premium (as defined below) until the Expiration Date"

An early tender premium is a small extra payment offered to investors who agree to sell or exchange their securities promptly during a tender offer, acting like a bonus for those who sign up before the deadline. It matters to investors because it changes the effective payout and timing of a deal — taking the premium can boost near‑term cash received but may also lock you into a transaction sooner than you’d otherwise choose, so it affects return and strategy.

expiration date regulatory

"until the Expiration Date (as defined below), each subject to the terms"

The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

View in glossary

automated tender offer program technical

"For questions concerning delivery by means of the Automated Tender Offer Program"

An automated tender offer program is a preset plan a company uses to buy back its own shares by periodically offering to purchase them under defined rules—often through a third-party agent—without needing a new board vote each time. For investors, it matters because automated buybacks reduce the number of shares outstanding, which can raise earnings per share and support the stock price, much like a machine that steadily removes items from a store shelf to influence supply and demand.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

DENVER, March 18, 2026 /PRNewswire/ -- SM Energy Company ("SM Energy") (NYSE: SM) today announced (i) the early results of the previously announced cash tender offer to purchase (the "Tender Offer") up to $750,000,000 aggregate principal amount of the outstanding 8.375% Senior Notes due 2028 (CUSIP Numbers Rule 144A: 17888HAA1 / Reg. S: U1638HAA5) (the "Notes"), originally issued by Civitas Resources, Inc. ("Civitas"), and assumed by SM Energy in connection with the closing of its merger with Civitas, (ii) the increase of such maximum aggregate principal amount not to exceed $1,000,000,000 (as modified, and as it may be further modified by SM Energy, the "Maximum Tender Amount"), and (iii) the extension of the Early Tender Premium (as defined below) until the Expiration Date (as defined below), each subject to the terms and conditions set forth in the Offer to Purchase dated March 4, 2026 (as it may be amended or supplemented from time to time, the "Offer to Purchase"). The following table sets forth certain terms and early results of the Tender Offer:

Title of Notes		CUSIP Numbers /  ISIN		Aggregate Principal Amount Outstanding (1)		Maximum Tender Amount		Principal Amount Tendered		Percent of  Outstanding Principal Amount Tendered
8.375% Senior Notes due 2028		17888HAA1 / US17888HAA14 U1638HAA5 / USU1638HAA50		$1,350,000,000		$1,000,000,000		$783,605,000		58.04‍%

______________________________________

(1)  As of the date of this press release.

As of 5:00 p.m., New York City time, on March 17, 2026 (the "Early Tender Date"), according to information provided by D.F. King & Co., Inc., the Tender Agent and the Information Agent for the Tender Offer, the aggregate principal amount of the Notes set forth in the table above under "Principal Amount Tendered" had been validly tendered and not validly withdrawn. Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on March 17, 2026 (the "Withdrawal Date"), and have not been extended. Notes validly tendered may not be withdrawn after the Withdrawal Date, except as may be required by law.

The Company has amended the Maximum Tender Amount to accept up to $1,000,000,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date. Holders who validly tendered their Notes at or prior to the Early Tender Date will receive the "Total Consideration" of $1,031.75 for each $1,000 principal amount of Notes accepted for purchase. The Total Consideration includes the "Early Tender Premium" of $50 for each $1,000 principal amount of Notes. The Company has also amended the terms of the Tender Offer to extend the Total Consideration, which includes the Early Tender Premium, to all Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date, and not validly withdrawn.

In addition to the Total Consideration, holders who validly tender and do not validly withdraw Notes and whose Notes are accepted for purchase will receive accrued and unpaid interest, up to, but not including, the applicable settlement date. The settlement date with respect to all Notes validly tendered at or prior to the Early Tender Date and not validly withdrawn and accepted for purchase is March 19, 2026 (the "Early Settlement Date").

Since the Tender Offer is not fully subscribed as of the Early Settlement Date, the settlement date with respect to all Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date, and not validly withdrawn, is expected to be on the second business day after the Expiration Date, or promptly thereafter (such date, as the same may be extended, the "Final Settlement Date"). The Final Settlement Date is currently expected to be April 3, 2026.

Notes validly tendered at or prior to the Early Tender Date are being accepted for purchase with priority over the Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date.

Acceptance of Notes validly tendered after the Early Tender Date may be subject to proration if the aggregate principal amount of the Notes validly tendered and not validly withdrawn is greater than the Maximum Tender Amount. SM Energy reserves the right, but is under no obligation, to further increase the Maximum Tender Amount at any time, subject to compliance with applicable law.

The Tender Offer will expire at 5:00 p.m., New York City time, on April 1, 2026, unless extended (such date and time, as the same may be extended, the "Expiration Date").

The completion of the Tender Offer is subject to a number of conditions that are set forth in the Offer to Purchase. The Tender Offer is not conditioned on any minimum amount of Notes being tendered.

The terms and conditions of the Tender Offer, including SM Energy's obligation to accept the Notes tendered and pay the purchase price therefor, are set forth in the Offer to Purchase. SM Energy may, at its own discretion, amend, extend or, subject to certain conditions, terminate the Tender Offer.

SM Energy has retained BofA Securities, Inc. as dealer manager and solicitation agent. Questions regarding the Tender Offer may be directed to BofA Securities, Inc. at (980) 683-1735 or by e-mail at debt_advisory@bofa.com. For questions concerning delivery by means of the Automated Tender Offer Program and to obtain copies of the Offer to Purchase, please contact the Information Agent, D.F. King & Co., Inc. at (877) 732-3617 (toll-free) and (212) 257-2543 or by e-mail at sm@dfking.com.

This press release does not constitute an offer to purchase or redeem or the solicitation of an offer to sell the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

DISCLOSURES

FORWARD LOOKING STATEMENTS

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events, or developments that we expect, believe, or anticipate will or may occur in the future are forward-looking statements. The words "action," "anticipate," "deliver," "demonstrate," "establish," "estimate," "expects," "goal," "generate," "guidance," "integrate," "maintain," "objectives," "optimize," "project," "target," and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this release include, but are not limited to, among other things, the completion of the Tender Offer. Such forward-looking statements are based on assumptions and analyses made by SM Energy in light of its experience and its perception of historical trends, current conditions, expected future developments, and other factors that SM Energy believes are appropriate under the circumstances. These statements involve known and unknown risks, which may cause SM Energy's actual results to differ materially from results expressed or implied by the forward-looking statements. Future results may be impacted by the risks discussed in the Risk Factors section of SM Energy's most recent Annual Report on Form 10-K, as such risk factors may be updated from time to time in SM Energy's other periodic reports filed with the Securities and Exchange Commission. Forward-looking statements are not guarantees of future performance and actual results or performance may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements contained herein speak as of the date of this release. Although SM Energy may from time to time voluntarily update its prior forward-looking statements, it disclaims any commitment to do so, except as required by securities laws.

ABOUT THE COMPANY

SM Energy Company is an independent energy company engaged in the acquisition, exploration, development, and production of crude oil, natural gas, and natural gas liquids in the states of Colorado, New Mexico, Texas and Utah.

INVESTOR CONTACTS

Patrick Lytle, plytle@sm-energy.com, 303-864-2502

Meghan Dack, mdack@sm-energy.com, 303-837-2426

View original content to download multimedia:https://www.prnewswire.com/news-releases/sm-energy-announces-early-tender-results-extends-and-upsizes-previously-announced-cash-tender-offer-302716825.html

SOURCE SM Energy Company

FAQ

What did SM (NYSE: SM) announce about its tender offer on March 18, 2026?

SM increased the maximum tender amount to $1,000,000,000 and reported early tenders of $783,605,000. According to the company, holders tendered 58.04% of the $1,350,000,000 outstanding 8.375% Senior Notes due 2028 by the Early Tender Date.

How much will SM pay per $1,000 principal for notes validly tendered early in the SM (SM) offer?

Holders validly tendering by the Early Tender Date receive $1,031.75 per $1,000 principal. According to the company, this Total Consideration includes a $50 early tender premium plus accrued and unpaid interest to the settlement date.

When will SM (NYSE: SM) settle early and final purchases of the tendered notes?

Early settlement for notes tendered by the Early Tender Date is set for March 19, 2026. According to the company, final settlement for post-early tenders is expected on or about April 3, 2026 (the Final Settlement Date).

What percentage of the 8.375% Senior Notes due 2028 did SM (SM) receive in early tenders?

SM received early tenders equal to 58.04% of the outstanding principal amount. According to the company, $783,605,000 was validly tendered out of $1,350,000,000 outstanding as of the Early Tender Date.

Will holders who tender after the Early Tender Date receive the early tender premium in SM's (NYSE: SM) offer?

Yes. SM extended the Total Consideration, including the $50 early tender premium, to tenders after the Early Tender Date through the Expiration Date. According to the company, post-early acceptances may be subject to proration if oversubscribed.