Audit shift at Energy Company (NYSE: SM) as Deloitte hired

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Energy Company reported that its Audit Committee dismissed Ernst & Young LLP as independent auditor and appointed Deloitte & Touche LLP for the fiscal year ending December 31, 2026. The change will take effect after EY completes the audit of the 2025 consolidated financial statements.

EY’s reports on the 2023 and 2024 financial statements were unqualified and not modified for uncertainty, scope, or accounting principles. The company states there were no disagreements with EY and no reportable events through February 4, 2026, and it did not consult Deloitte on accounting or audit matters before this appointment.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

02/09/2026 - 09:03 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 4, 2026

SM Energy Company

(Exact name of registrant as specified in its charter)


Delaware	001-31539	41-0518430
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1700 Lincoln Street, Suite 3200		80203
Denver, Colorado		(Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code: (303) 861-8140

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	SM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01 Change in Registrant's Certifying Accountant.

On February 4, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of SM Energy Company (the “Company”) dismissed Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm, and appointed Deloitte & Touche LLP (“Deloitte”) for the fiscal year ending December 31, 2026. The change is effective upon the completion of EY’s audit of the Company’s consolidated financial statements for the year ended December 31, 2025.

EY’s audit report on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024, and 2023, did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principle.

During the fiscal years ended December 31, 2024, and 2023, and in the subsequent interim period through February 4, 2026, the date of EY’s dismissal, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of EY would have caused EY to make reference to the subject matter thereof in connection with its reports on the consolidated financial statements of the Company for such years, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided EY with a copy of this Current Report on Form 8-K (“Form 8-K”) and requested that EY provide the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not EY agrees with the above disclosures. A copy of EY’s letter, dated February 9, 2026, is attached as Exhibit 16.1 to this Form 8-K.

During the fiscal years ended December 31, 2024, and 2023, and in the subsequent interim period through February 4, 2026, neither the Company, nor any party on behalf of the Company, consulted with Deloitte with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company by Deloitte that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number			Description
16.1			Letter from Ernst & Young LLP to the U.S. Securities and Exchange Commission, dated February 9, 2026
104			Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			SM ENERGY COMPANY

Date:	February 9, 2026	By:	/s/ ALAN D. BENNETT
			Alan D. Bennett
			Vice President - Controller

Source: View Original Filing on SEC EDGAR

FAQ

What did Energy Company (SM) announce in this 8-K filing?

Energy Company announced an auditor change, dismissing Ernst & Young LLP and appointing Deloitte & Touche LLP for the fiscal year ending December 31, 2026. The transition follows completion of EY’s audit of the company’s 2025 consolidated financial statements, maintaining audited coverage through that period.

Were there any disagreements between Energy Company (SM) and Ernst & Young?

Energy Company reports no disagreements with Ernst & Young on accounting principles, financial statement disclosure, or audit procedures during 2023, 2024, or the interim period through February 4, 2026. It also states there were no reportable events as defined under Item 304(a)(1)(v) of Regulation S-K.

How were Ernst & Young’s prior audit opinions on Energy Company (SM)?

Ernst & Young’s audit reports on Energy Company’s consolidated financial statements for 2023 and 2024 contained no adverse opinions, disclaimers of opinion, or qualifications. They were not modified for uncertainty, audit scope, or accounting principles, indicating standard unqualified opinions for those fiscal years.

When does Deloitte’s role as Energy Company (SM) auditor begin?

Deloitte & Touche LLP has been appointed for the fiscal year ending December 31, 2026. The change becomes effective after Ernst & Young completes its audit of Energy Company’s consolidated financial statements for the year ended December 31, 2025, ensuring continuity of audited reporting.

Did Energy Company (SM) consult Deloitte before appointing it as auditor?

Energy Company states it did not consult Deloitte on the application of accounting principles, potential audit opinions, or any issues involving disagreements or reportable events during 2023, 2024, or the interim period through February 4, 2026, before deciding to appoint Deloitte as its new auditor.

What additional document from Ernst & Young is included in the 8-K?

The filing includes as Exhibit 16.1 a letter from Ernst & Young LLP to the U.S. Securities and Exchange Commission dated February 9, 2026. The letter addresses whether EY agrees with Energy Company’s disclosures regarding the auditor change and related matters described in the report.

Filing Exhibits & Attachments

4 documents