Sm Energy SEC Filings

SM Energy Company reports a planned leadership change tied to its pending merger with Civitas Resources. Senior Vice President – Business Development and Land, Kenneth J. Knott, will conclude his service in his current role when the two-step merger transaction closes, after which he is expected to remain as an advisor to support transition and integration on terms to be agreed.

The company also discloses that the Federal Trade Commission granted early termination of the 30-day Hart-Scott-Rodino antitrust waiting period effective December 18, 2025, removing a key regulatory hurdle. Closing of the Civitas mergers is now expected in the first quarter of 2026, subject to satisfaction or waiver of remaining customary conditions.

SM Energy Company reports a planned leadership transition and progress on its pending merger with Civitas Resources. Senior Vice President – Business Development and Land, Kenneth J. Knott, will conclude his service in his current role upon closing of the two-step merger with Civitas. The company expects he will stay on as an advisor after closing to support transition and integration, with terms to be agreed.

The company reiterates the structure of the Civitas deal, in which Civitas will first become a wholly owned subsidiary and then merge into SM Energy. A key regulatory step has been cleared as the Federal Trade Commission granted early termination of the 30-day waiting period under the HSR Act effective December 18, 2025. SM Energy now expects the mergers to close in the first quarter of 2026, subject to satisfaction or waiver of customary closing conditions.

SM Energy Company plans a stock-for-stock acquisition of Civitas Resources, where each Civitas share will be converted into 1.45 shares of SM Energy common stock. After closing, former SM Energy and Civitas stockholders are expected to own about 48% and 52% of the combined company, respectively.

Both companies will hold virtual special meetings on January 27, 2026. SM Energy investors will vote on issuing new shares for the merger and on amending its charter to increase authorized common stock from 200 million to 400 million. Civitas investors will vote on adopting the merger agreement and an advisory proposal on executive compensation. The combination is intended to qualify as a tax-free reorganization for most U.S. Civitas stockholders, except for cash in lieu of fractional shares.

SM Energy Company has filed a Form S-4 outlining an all‑stock acquisition of Civitas Resources via a two‑step merger structure. Civitas stockholders will receive 1.45 shares of SM Energy common stock for each share of Civitas common stock they own at the first effective time. After closing, former SM Energy stockholders are expected to own about 48% of the combined company and former Civitas stockholders about 52%.

To complete the deal, SM Energy stockholders will vote at a virtual special meeting on issuing new SM shares for the merger and doubling authorized common shares from 200 million to 400 million. Civitas stockholders will vote on adopting the merger agreement and a non‑binding advisory vote on merger‑related executive compensation. Both boards unanimously recommend voting in favor, and a key Civitas holder, Kimmeridge Chelsea, LLC, has entered a voting agreement supporting the transaction. The companies expect to close the mergers in the first quarter of 2026, intend the deal to qualify as a tax‑free reorganization, and plan for Civitas stock to be delisted while SM Energy stock continues trading on the NYSE under “SM.”

SM Energy uses a conference fireside chat to explain its pending merger with Civitas Resources and the combined company’s financial profile. Management reiterates expectations for $200–$300 million of annual run-rate synergies, primarily from drilling and completion and lease operating expense efficiencies, with an additional $30–$45 million targeted from lower cost of capital over time. They highlight plans to pursue $1+ billion of divestitures within the first year, directing proceeds and strong pro forma free cash flow of about $1.5 billion this year toward debt reduction to move leverage back toward roughly 1x. Rating agencies have reacted favorably and two have assigned a positive outlook, and management believes the combination improves scale, basin diversification and commodity mix while they work through integration, potential service cost deflation and capital allocation across the Permian, Eagle Ford and DJ Basin. The merger is currently expected to close in the first quarter.

SM Energy Company reported that it and Civitas Resources issued a joint press release and investor presentation providing additional details on their planned merger and outlining upcoming investor conference participation. The materials describe expectations for the combined business, including potential synergies, increased scale, operational plans and a leadership transition involving the CEO, COO and post-closing board. The companies also discuss plans to divest at least $1 billion of assets within one year of closing, an intention to continue a fixed quarterly dividend of $0.20 per share, and goals related to cash flow, debt reduction and margin improvements. The report emphasizes that these are forward-looking statements subject to regulatory approvals, shareholder votes and other closing conditions, and directs investors to future proxy and registration materials for more information.

SM Energy and Civitas Resources announced a merger aimed at creating a larger, more efficient oil and gas producer with identifiable, achievable annual synergies. Management outlined $200 million in run‑rate synergies with upside to $300 million, targeted from overhead/G&A, drilling and completion efficiencies, and lower cost of capital.

Pro forma as of June 30, 2025, the combined company spans over 800,000 net acres across four states, produced about 526 thousand Boe/day, and had nearly 1.5 billion Boe of estimated net proved reserves at year‑end 2024. The Permian Basin represents roughly half of production and reserves, with management highlighting inventory upside from additional horizons.

The plan emphasizes free cash flow and balance sheet strength: maintain a $0.20/share quarterly dividend, keep the $500 million share repurchase authorization in place, and prioritize debt reduction. The company targets approximately 1.0x net leverage by year end 2027 at $65 WTI; at $60 WTI, leverage is modeled at 1.4x by the same date. Combined liquidity was cited at $4.4 billion as of Q3. Management expects no synergy contribution in 2026, with run‑rate benefits beginning in 2027, and may pursue opportunistic divestitures to accelerate deleveraging.

SM Energy filed Amendment No. 1 to its Q3 2025 Form 10‑Q to correct a typographical error in the Risk Factors section related to the termination fee under the Merger Agreement. The amendment also includes updated Section 302 certifications; it does not change prior financial disclosures.

The company reiterates merger-related risks: it expects to issue approximately 126.3 million shares of common stock pursuant to the Merger Agreement, which could dilute earnings per share and pressure the stock price. The Merger is expected in the first quarter of 2026, but timing and completion remain uncertain and subject to conditions, including shareholder approvals and regulatory clearances. If the agreement is terminated under specified circumstances, the company would owe a termination fee of approximately $79.0 million to Civitas. Integration challenges, potential litigation, and non‑recurring transaction costs during 2025 and part of 2026 are also noted. Shares outstanding were 114,554,192 as of October 22, 2025.