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

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.

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

Argus Mar 5 session

+4.24% close to close Open Argus

Details

News Market Reaction – SM

On Mar 5, the first trading day after this news, SM closed 4.24% above the previous close.

Data tracked by StockTitan Argus for the Mar 5 session.

Key Figures

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

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

Previous Private placement,offering Reports

2 past events · Latest: Jul 18

Same Type 2 events

1. Jul 18

   Notes offering priced

   24h Move

   -1.3%

   Upsized $1.5B senior notes to fund Uinta acquisition and redeem 2025 notes.

2. Jul 18

   Notes offering announced

   24h Move

   +0.9%

   Announced $650M 2029 and $650M 2032 notes for Uinta deal and redemption.

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

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.

View in glossary

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. 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 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

View original content to download multimedia:https://www.prnewswire.com/news-releases/sm-energy-prices-an-upsized-private-offering-of-1-0-billion-of-senior-notes-due-2034--302704571.html

SOURCE SM Energy Company

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.