SM ENERGY PRICES AN UPSIZED PRIVATE OFFERING OF $1.0 BILLION OF SENIOR NOTES DUE 2034

Rhea-AI Summary

SM Energy (NYSE: SM) priced an upsized private offering of $1.0 billion aggregate principal amount of 6.625% senior notes due 2034, issued at par and expected to close on March 9, 2026.

Net proceeds will fund a cash tender offer up to $750 million to purchase outstanding 8.375% senior notes due 2028 and for general corporate purposes. The Notes are being sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S and will not be registered under the Securities Act.

Positive

• $1.0B senior notes due 2034 priced and issued at par
• Proceeds allocated to a $750M cash tender offer for 2028 notes
• Potential reduction of 2028 notes to approximately $600M outstanding if tender fully subscribed

Negative

• $1.0B additional secured unsecured debt outstanding at 6.625% through 2034
• Notes restricted to Rule 144A/Reg S investors limits immediate U.S. public resale

Key Figures

New notes size: $1.0 billion Coupon rate: 6.625% Closing date: March 9, 2026 +3 more

6 metrics

New notes size $1.0 billion Aggregate principal amount of 6.625% senior notes due 2034

Coupon rate 6.625% Interest rate on new senior notes due 2034

Closing date March 9, 2026 Expected closing of new notes offering, subject to conditions

Tender cap $750 million Maximum cash tender for 8.375% Senior Notes due 2028

2028 notes outstanding $1.350 billion Principal amount of 8.375% Senior Notes due 2028 outstanding

2028 notes coupon 8.375% Interest rate on existing Senior Notes due 2028

Market Reality Check

Price: $24.09 Vol: Volume 5,565,815 is light...

low vol

$24.09 Last Close

Volume Volume 5,565,815 is light at 0.64x the 20-day average (8,727,599). low

Technical Price $24.54 trades above the 200-day MA $23.15 but 25.94% below the 52-week high.

Peers on Argus

SM slipped 0.41% while key peers were mostly positive (e.g., NOG +3.39%, GPOR +1...

SM slipped 0.41% while key peers were mostly positive (e.g., NOG +3.39%, GPOR +1.34%, BSM +1.27%, MUR +0.09%; CIVI -4.86%). No momentum scanner signals for peers, suggesting a more company-specific reaction.

Previous Private placement,offering Reports

2 past events · Latest: Jul 18 (Neutral)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Jul 18	Notes offering priced	Neutral	-1.3%	Upsized $1.5B senior notes to fund Uinta acquisition and redeem 2025 notes.
Jul 18	Notes offering announced	Neutral	+0.9%	Announced $650M 2029 and $650M 2032 notes for Uinta deal and redemption.

Pattern Detected

Past private senior notes offerings produced small, mixed price moves around flat on average.

Recent Company History

In prior financing activity, SM Energy used private senior notes offerings in July 2024 to both fund Uinta Basin acquisitions and redeem older notes. One announcement for $1.5 billion of 2029 and 2032 notes and an earlier offer for $650 million tranches showed the company pairing new debt with balance sheet management. Those events produced modest share price moves, with an average reaction of about -0.18%, framing today’s new 2034 notes as a continuation of this capital structure strategy.

Historical Comparison

-0.2% avg move · This notes deal follows two similar private offerings in 2024, where average same‑tag stock moves we...

private placement,offering

-0.2%

Average Historical Move private placement,offering

This notes deal follows two similar private offerings in 2024, where average same‑tag stock moves were a modest -0.18% around announcement.

Financing pattern shows initial senior notes announcements followed by upsized pricings to support acquisitions and debt refinancing.

Market Pulse Summary

This announcement highlights SM Energy’s continued use of private senior notes to manage its debt st...

Analysis

This announcement highlights SM Energy’s continued use of private senior notes to manage its debt stack, issuing $1.0 billion of 6.625% 2034 notes and targeting up to $750 million of 8.375% 2028 notes via a tender offer. Historically, similar offerings produced small average moves of -0.18%. Investors may focus on tender participation levels, remaining 2028 balance, and how this refinancing interacts with the company’s broader acquisition and divestiture strategy.

Key Terms

senior notes, tender offer, rule 144a, regulation s

4 terms

senior notes financial

"has priced an upsized offering of $1.0 billion aggregate principal amount of 6.625% senior notes due 2034"

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.

tender offer financial

"to fund its previously announced offer to purchase (the "Tender Offer") for cash up to $750 million"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

rule 144a regulatory

"qualified institutional buyers under Rule 144A under the Securities Act and non-U.S. persons"

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

"non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act"

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.

AI-generated analysis. Not financial advice.

DENVER, March 4, 2026 /PRNewswire/ -- SM Energy Company ("SM Energy") (NYSE: SM) announced today that it has priced an upsized offering of $1.0 billion aggregate principal amount of 6.625% senior notes due 2034 (the "Notes"). The Notes will be issued at par. The offering of the Notes is expected to close on March 9, 2026, subject to customary closing conditions.

SM Energy intends to use the net proceeds from the offering of the Notes to fund its previously announced offer to purchase (the "Tender Offer") for cash up to $750 million of its outstanding $1.350 billion principal amount of its 8.375% Senior Notes due 2028 (the "2028 Notes") and for general corporate purposes, including additional repayment of the Company's 2028 Notes.

The Notes offered will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state or other securities laws, and the Notes will be issued pursuant to an exemption therefrom, and may not be offered or sold within the United States, or to or for the account or benefit of any U.S. person, absent registration or an applicable exemption from registration requirements. The Notes were being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.

This press release does not constitute an offer to sell, a solicitation, to buy or an offer to purchase or sell any securities, 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. This press release is not an offer to purchase, or a notice to redeem, the 2028 Notes.

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. Forward-looking statements in this release include the intended use of offering proceeds and other aspects of the Notes offering and Tender Offer. These statements involve known and unknown risks and uncertainties, including market conditions, customary offering closing conditions, participation by holders of the 2028 Notes in the Tender Offer and other factors described in the Confidential Offering Memorandum, which may cause SM Energy's actual results to differ materially from the forward-looking statements included in this communication. All such factors are difficult to predict and are beyond SM Energy's control, including those detailed in SM Energy's annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. All forward-looking statements are based on assumptions that SM Energy believes to be reasonable but that may not prove to be accurate. Such forward-looking statements are based on assumptions and analyses made by SM Energy in light of its perceptions of current conditions, expected future developments, and other factors that SM Energy believes are appropriate under the circumstances. These statements are subject to a number of known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance and actual results may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in this press release speak as of the date of this press release.

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.

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 did SM (NYSE: SM) announce about the $1.0 billion senior notes on March 4, 2026?

SM priced an upsized offering of $1.0 billion 6.625% senior notes due 2034, expected to close March 9, 2026. According to the company, proceeds will fund a cash tender offer up to $750 million of its 2028 notes and for general corporate purposes.

How will the March 2026 note offering affect SM's 8.375% notes due 2028 (NYSE: SM)?

The offering funds a cash tender offer up to $750 million to purchase 2028 notes. According to the company, if fully subscribed, outstanding 2028 principal could decline to roughly $600 million from $1.35 billion.

Who can buy SM's 6.625% senior notes due 2034 offered in March 2026?

The Notes are offered only to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S. According to the company, the securities will not be registered under the Securities Act and are not for U.S. public resale.

When will SM's $1.0 billion senior notes offering close and when does the tender offer occur?

The Notes offering is expected to close on March 9, 2026, subject to customary conditions. According to the company, net proceeds will be used to fund its previously announced tender offer to purchase up to $750 million of 2028 notes.

What are the key financial terms of SM's new notes (NYSE: SM) issued March 4, 2026?

Key terms: $1.0 billion aggregate principal, 6.625% coupon, maturity in 2034, issued at par. According to the company, the Notes will be sold under Rule 144A and Regulation S and are not registered under the Securities Act.