SM ENERGY COMPANY ANNOUNCES CASH TENDER OFFER FOR UP TO $750.0 MILLION AGGREGATE PRINCIPAL AMOUNT OF 8.375% SENIOR NOTES DUE 2028 ORIGINALLY ISSUED BY CIVITAS RESOURCES

Rhea-AI Summary

SM Energy (NYSE: SM) commenced a cash tender offer on March 4, 2026 to purchase up to $750,000,000 aggregate principal of the 8.375% Senior Notes due 2028, originally issued by Civitas and assumed in the merger. Early tender Total Consideration is $1,031.75 per $1,000; post‑early tender consideration is $981.75 per $1,000. Early Tender Date is March 17, 2026, Expiration Date is April 1, 2026, Early Settlement expected March 19, 2026, Final Settlement expected April 3, 2026. Completion is conditioned on a new senior debt offering.

Positive

• Repurchase up to $750M of 8.375% 2028 notes
• Early Total Consideration of $1,031.75 per $1,000
• Reduces outstanding Civitas-originated notes from $1,350M

Negative

• Completion conditioned on a new senior debt offering
• Acceptance may be subject to proration if oversubscribed
• Approximately $600M of notes would remain outstanding

News Market Reaction – SM

+1.87%

12 alerts

+1.87% News Effect

+$112M Valuation Impact

$6.12B Market Cap

0.5x Rel. Volume

On the day this news was published, SM gained 1.87%, reflecting a mild positive market reaction. Our momentum scanner triggered 12 alerts that day, indicating notable trading interest and price volatility. This price movement added approximately $112M to the company's valuation, bringing the market cap to $6.12B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Maximum Tender Amount: $750,000,000 Coupon Rate: 8.375% Notes Outstanding: $1,350,000,000 +5 more

8 metrics

Maximum Tender Amount $750,000,000 Cash tender offer for 8.375% Senior Notes due 2028

Coupon Rate 8.375% Senior Notes due 2028 originally issued by Civitas

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

Tender Offer Consideration $981.75 Per $1,000 principal for Notes tendered after Early Tender Date

Early Tender Premium $50 Additional per $1,000 principal for Notes tendered by Early Tender Date

Total Consideration $1,031.75 Per $1,000 principal for Notes tendered by Early Tender Date

Tender Expiration 5:00 p.m. April 1, 2026 Expiration Date for the Tender Offer

Early Tender Deadline 5:00 p.m. March 17, 2026 Cutoff to receive Total Consideration including Early Tender Premium

Market Reality Check

Price: $25.58 Vol: Volume 7,723,497 is below...

normal vol

$25.58 Last Close

Volume Volume 7,723,497 is below the 20-day average of 8,727,599. normal

Technical Price 24.09 is trading above the 200-day MA at 23.15, and about 27.3% below the 52-week high.

Peers on Argus

SM fell 0.41% while four key peers (BSM, NOG, CIVI, MUR) also declined between 0...

SM fell 0.41% while four key peers (BSM, NOG, CIVI, MUR) also declined between 0.28% and , with only GPOR up 1.06%, suggesting a sector-leaning move rather than a purely idiosyncratic reaction.

Historical Context

5 past events · Latest: Feb 25 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 25	2026 outlook update	Positive	-1.8%	Outlined 2026 plan prioritizing free cash flow, debt reduction, and returns.
Feb 25	Earnings results	Positive	-1.8%	Reported record 2025 cash flow, EBITDAX, and production with lower net debt.
Feb 18	Asset sale deal	Positive	+7.9%	Announced <b>$950 million</b> South Texas asset sale to support debt reduction.
Jan 30	Credit amendment	Positive	+3.2%	Increased credit facility borrowing base and extended maturity to 2031.
Jan 30	Civitas merger close	Positive	+3.2%	Closed all-stock merger with Civitas, targeting sizable synergies and divestitures.

Pattern Detected

Recent company news has mostly been viewed positively by the market, though two strong fundamental updates saw short-term declines.

Recent Company History

Over the past months, SM Energy has focused on balance sheet strength and portfolio reshaping. The company closed its merger with Civitas, amended its credit facility to a $5.0 billion borrowing base, and agreed to sell South Texas assets for $950 million, earmarking proceeds for debt reduction. Record 2025 cash flow and production were followed by a 2026 outlook emphasizing free cash flow and deleveraging. Today’s tender offer for up to $750 million of 2028 notes fits this broader debt-management strategy.

Market Pulse Summary

This announcement details a liability-management step as SM Energy launches a cash tender offer for ...

Analysis

This announcement details a liability-management step as SM Energy launches a cash tender offer for up to $750 million of its 8.375% senior notes due 2028. The move follows a series of actions emphasizing debt reduction, asset sales, and integration of the Civitas merger. Key items to watch include completion of the accompanying new senior debt financing, tender participation levels versus the $1.35 billion outstanding, and any follow-on updates to capital allocation plans.

Key Terms

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

8 terms

cash tender offer financial

"today announced that it has commenced a cash tender offer to purchase"

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"

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 technical

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

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.

rule 144a regulatory

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

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.

reg. s regulatory

"Reg. S: U1638HAA5) (the "Notes"), originally issued by Civitas"

Reg. S (short for Regulation S) is a U.S. Securities and Exchange Commission rule that allows companies to offer and sell securities outside the United States without registering them with the SEC, as long as specific offshore conditions are met. For investors, it matters because it limits who can buy and how easily those securities can be resold into the U.S.; think of it like an export rule that affects availability, legal protections and potential liquidity or resale restrictions, which can influence price and risk.

offer to purchase financial

"subject to the terms and conditions set forth in the Offer to Purchase dated March 4, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

early settlement date financial

"but not including, the Early Settlement Date (as defined below) or the Final Settlement Date"

An early settlement date is the new, earlier day when a financial obligation — such as the delivery of shares, payment for a bond, or completion of a corporate action — is completed sooner than originally scheduled. It matters to investors because receiving cash or assets earlier changes cash flow timing, reinvestment opportunities, tax reporting and short-term risk exposure, like getting a paycheck a week early or having a bill paid ahead of schedule.

final settlement date financial

"The Final Settlement Date is currently expected to be April 3, 2026."

The final settlement date is the moment when a financial transaction is fully completed: the buyer has paid and the seller has delivered the securities or assets, and all related obligations are resolved. For investors it matters because ownership, risk, dividend eligibility and cash flow all change on that date—think of it like the closing day of a house sale when keys, payment and paperwork are finally exchanged.

AI-generated analysis. Not financial advice.

DENVER, March 4, 2026 /PRNewswire/ -- SM Energy Company ("SM Energy") (NYSE: SM) today announced that it has commenced a cash tender offer to purchase (the "Tender Offer") up to an aggregate principal amount not to exceed $750,000,000 (as it may be modified by SM Energy, the "Maximum Tender 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, 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 of the Tender Offer:

Title of Notes	CUSIP Numbers / ISIN	Aggregate Principal Amount Outstanding(1)	Maximum Tender Amount	Tender Offer  Consideration(2)(3)	Early Tender Premium(2)(4)	Total Consideration(2)(5)
8.375% Senior Notes due 2028	17888HAA1 / US17888HAA14 U1638HAA5 / USU1638HAA50	$1,350,000,000	$750,000,000	$981.75	$50	$1,031.75

(1)	As of the date of this press release.
(2)	Holders will also receive accrued and unpaid interest from the last interest payment with respect to the Notes accepted for purchase to, but not including, the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as applicable.
(3)	For each $1,000 principal amount of Notes validly tendered in the Tender Offer after the Early Tender Date (as defined below) but at or prior to the Expiration Date (as defined below) and accepted for purchase.
(4)	For each $1,000 principal amount of Notes validly tendered and not validly withdrawn in the Tender Offer at or prior to the Early Tender Date and accepted for purchase.
(5)	For each $1,000 principal amount of Notes validly tendered and not validly withdrawn in the Tender Offer at or prior to the Early Tender Date and accepted for purchase. Includes the Early Tender Premium.

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"). Holders who validly tender their Notes at or prior to 5:00 p.m., New York City time, on March 17, 2026, unless such date is extended or earlier terminated (the "Early Tender Date"), will be eligible to receive the "Total Consideration" set forth in the table above for each $1,000 principal amount of Notes. The Total Consideration includes the "Early Tender Premium" set forth in the table above. Holders who validly tender their Notes after the Early Tender Date, but at or prior to the Expiration Date, and do not validly withdraw such Notes, will only be eligible to receive the "Tender Offer Consideration" as set forth in the table above, which does not include the Early Tender Premium. In addition to the Total Consideration or the Tender Offer Consideration, as applicable, 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 expected to be the second business day after the Early Tender Date, or as promptly as practicable thereafter (such date, as the same may be extended, the "Early Settlement Date"). The Early Settlement Date is currently expected to be on March 19, 2026. If 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 may not be withdrawn after 5:00 p.m., New York City time, on March 17, 2026 (such date and time, as the same may be extended, the "Withdrawal Date"), except as may be required by law.

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

Acceptance for tenders of the Notes 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. Furthermore, if the Tender Offer to purchase Notes is fully subscribed as of the Early Tender Date, holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase and there will be no Final Settlement Date.

SM Energy reserves the right, but is under no obligation, to increase the Maximum Tender Amount at any time, subject to compliance with applicable law. If SM Energy increases the Maximum Tender Amount, it does not expect to extend the Withdrawal Date, subject to applicable law.

The completion of the Tender Offer is subject to a number of conditions that are set forth in the Offer to Purchase, including, among other things, the successful completion by SM Energy of a new senior debt offering. 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 NGLs in the states of Colorado, New Mexico, Texas and Utah. SM Energy routinely posts important information about the Company on its website. For more information about SM Energy, please visit its website at www.sm-energy.com.

INVESTOR CONTACTS

Patrick Lytle, plytle@sm-energy.com, 303-864-2502
Meghan Dack, mdack@sm-energy.com, 303-837-2426

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SOURCE SM Energy Company

FAQ

What is SM Energy (SM) offering for the 8.375% notes due 2028?

SM Energy is offering up to $750,000,000 in cash to repurchase those notes. According to SM Energy, early tenders receive a $50 premium, making Total Consideration $1,031.75 per $1,000 principal.

What are the key dates for SM Energy's (SM) tender offer in March–April 2026?

The Early Tender Date is March 17, 2026 and the Expiration Date is April 1, 2026. According to SM Energy, Early Settlement is expected on March 19, 2026 and Final Settlement is expected on April 3, 2026.

How much will holders receive per $1,000 if they tender early to SM Energy (SM)?

Holders who tender at or before the Early Tender Date will receive $1,031.75 per $1,000 principal. According to SM Energy, that Total Consideration includes a $50 Early Tender Premium plus accrued interest to settlement.

Is SM Energy's (SM) tender offer guaranteed to complete?

No, completion is conditional and not guaranteed; it depends on several conditions. According to SM Energy, the Tender Offer completion is subject to successful completion of a new senior debt offering and other conditions in the Offer to Purchase.

Will all tendered 8.375% notes be accepted by SM Energy (SM)?

Not necessarily; acceptance may be prorated if tenders exceed the maximum amount. According to SM Energy, if aggregate valid tenders exceed the $750,000,000 Maximum Tender Amount, acceptances may be allocated on a prorated basis.