[8-K] SM Energy Company Reports Material Event

Rhea-AI Filing Summary

SM Energy Company announced an executive leadership transition: Chief Executive Officer Herbert S. Vogel informed the board he will retire as CEO on March 1, 2026 and resigned as President effective September 4, 2025. Mr. Vogel will remain on the board. To support an orderly handoff, the company named Elizabeth A. McDonald (age 46) as President and Chief Operating Officer effective September 4, 2025. Ms. McDonald joined the company as Executive Vice President and Chief Operating Officer in September 2024 and spent ~20 years at Pioneer Natural Resources in senior Permian Basin and South Texas roles. No related-party or reportable transactions or special arrangements were disclosed regarding her selection.

Positive

• Planned succession with a multi-month transition to March 1, 2026 promotes continuity
• Internal elevation of Elizabeth A. McDonald retains institutional knowledge and rewards recent COO appointment
• Relevant industry experience: Ms. McDonald has ~20 years of Permian Basin and South Texas leadership at Pioneer Natural Resources

Negative

• Short internal tenure: Ms. McDonald joined as EVP and COO in September 2024, providing limited time in current company role before elevation
• Execution risk around maintaining operational momentum during the leadership transition period through March 1, 2026

Insights

Corporate Governance Analyst

Orderly CEO succession with an internal COO elevated immediately.

The company announced a planned CEO retirement effective March 1, 2026 while promoting an internal executive to President and COO effective September 4, 2025, which preserves operational continuity during the transition. Retaining the outgoing CEO as a director keeps institutional knowledge on the board.

Risks include execution of the transition through the planned retirement date and the new President's ability to scale from prior roles; monitor near-term operational statements and any updated leadership responsibilities through Q1 2026.

Industry Operations Analyst

Promotion brings Permian and South Texas experience to the executive suite.

Ms. McDonald’s background includes ~20 years at Pioneer Natural Resources with leadership focused on the Permian Basin and South Texas, suggesting direct operational experience in the company’s core regions. Her recent internal promotion after joining in September 2024 signals a short internal vetting period paired with relevant external experience.

Key dependencies are continuity of field development and marketing plans and any announced changes to operating priorities; watch operational updates and capital allocation commentary over the next 6–9 months.

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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)

September 4, 2025

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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 8, 2025, SM Energy Company (the “Company”) announced that Herbert S. Vogel, its President and Chief Executive Officer, advised the Board of Directors of his intention to retire from his role as Chief Executive Officer of the Company on March 1, 2026 and that he resigned as President of the Company effective as of September 4, 2025. Mr. Vogel will continue to serve as a director of the Company.

In order to ensure the orderly transition of leadership responsibilities, the Company also announced the appointment of Elizabeth A. McDonald, effective September 4, 2025, to the position of President and Chief Operating Officer of the Company. Ms. McDonald (age 46) was appointed Executive Vice President and Chief Operating Officer of the Company in September 2024. Prior to joining the Company, Ms. McDonald served as Executive Vice President – Strategic Planning, Field Development and Marketing for Pioneer Natural Resources Company, where she served for the prior 20 years in roles of increasing responsibility, holding leadership positions focusing on both the Permian Basin and South Texas.

No arrangement or understanding exists between Ms. McDonald and the Company pursuant to which she was selected to serve as an executive officer and there are no family relationships between Ms. McDonald and any director or other executive officer of the Company. There are no transactions involving Ms. McDonald requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01    Regulation FD Disclosure.

In accordance with General Instruction B.2 of Form 8-K, the following information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On September 8, 2025, the Company issued a press release announcing certain leadership transition matters, including Mr. Vogel’s planned retirement from the Company and Ms. McDonald’s appointment as President of the Company. A copy of the press release is furnished hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number			Description
99.1			Press Release of SM Energy Company dated September 8, 2025, entitled "SM Energy Announces Planned Retirement of Chief Executive Officer Herbert S. Vogel and Appointment of Elizabeth A. McDonald as President"
104			Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101)

SIGNATURES

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

									SM ENERGY COMPANY
Date:			September 8, 2025			By:			/s/ JAMES B. LEBECK
									James B. Lebeck
									Executive Vice President Corporate Development and General Counsel

FAQ

What change did SM Energy (SM) announce in leadership?

The company announced that CEO Herbert S. Vogel will retire as CEO effective March 1, 2026 and that Elizabeth A. McDonald was appointed President and Chief Operating Officer effective September 4, 2025.

Will Herbert S. Vogel remain with SM after stepping down as CEO?

Yes; Mr. Vogel will continue to serve as a director after his planned retirement as CEO.

What is Elizabeth McDonald’s background before joining SM Energy?

Ms. McDonald spent approximately 20 years at Pioneer Natural Resources in senior roles focused on the Permian Basin and South Texas, most recently overseeing strategic planning, field development, and marketing.

When did Elizabeth McDonald join SM Energy and what role did she hold?

She joined SM Energy as Executive Vice President and Chief Operating Officer in September 2024 and was appointed President and COO effective September 4, 2025.

Are there any related-party transactions disclosed for the new President?

No transactions involving Ms. McDonald requiring disclosure under Item 404(a) of Regulation S-K were reported.