SM Energy Company 8-K Filings

SM Energy Company reported very strong results for the quarter ended June 30, 2026 and outlined further debt reduction plans. Total operating revenues and other income were $2,500 million, with net income of $1,071 million, or $4.46 per diluted share. Net cash provided by operating activities was $1,103 million, and adjusted free cash flow reached $467 million. Average net daily production was 439.7 MBoe per day, including roughly 230 MBbl per day of oil, at an average realized price of $53.86 per Boe before hedges.

The company continues integrating its Civitas merger, having actioned 95% of targeted $355 million run-rate synergies and cutting full-year 2026 recurring G&A guidance by $50 million at the midpoint. SM closed a $950 million South Texas asset sale, recognized an estimated $262 million gain, and used about $900 million of proceeds to redeem $819 million of 2026 Senior Notes, contributing to a $1.1 billion sequential reduction in net debt to $6,253 million.

For 2026, SM raised its second-half production outlook to 435–440 MBoe per day and narrowed full-year production guidance to 418–423 MBoe per day while maintaining capital guidance of $2.65–$2.85 billion. It also instructed the trustee to redeem at par the remaining $417 million of 6.625% Senior Notes due 2027 on September 4, 2026 using cash on hand, leaving no Senior Notes maturities until mid-2028.

SM Energy Company provided a preliminary update on factors affecting results for the second quarter of 2026, focused on realized commodity prices and hedging impacts for the three months ended June 30, 2026.

Average realized prices before the effect of net derivative settlements were $96.85 per Bbl for oil, $0.17 per Mcf for gas, and $24.69 per Bbl for NGLs. Including the effect of net derivative settlements, average realized prices were $80.62 per Bbl for oil, $1.54 per Mcf for gas, and $24.83 per Bbl for NGLs, presented as a non‑GAAP metric.

For the second quarter of 2026, the company anticipates a net derivative settlement loss of approximately $220 million. Management emphasizes that this information is preliminary, not a full earnings estimate, and remains subject to completion of normal financial reporting processes and the risks described in its prior SEC reports.

SM Energy Company has fully redeemed its 6.75% Senior Notes due 2026, simplifying its debt structure. On June 1, 2026, the company paid $419,235,000, plus accrued and unpaid interest, to retire all outstanding principal on these notes under its existing indenture documents.

With this payment, SM Energy satisfied all remaining obligations related to the 2026 Senior Notes, and both the notes and associated guarantees were cancelled upon settlement. This action removes an entire bond issue from the company’s capital structure and eliminates future interest payments on this specific debt.

SM Energy Company reported board and compensation actions alongside results of its annual stockholder meeting. The board amended and restated a Change of Control Executive Severance Agreement for President and CEO Elizabeth A. McDonald, detailing cash and benefit payments if her employment is terminated in connection with a change of control.

The board also increased long-term incentive targets, setting Ms. McDonald’s target at $5,800,000 (40% restricted stock units, 60% performance share units) and Executive Vice President and COO Blake D. McKenna’s target at $2,400,000 (50% restricted stock units, 50% performance share units). At the annual meeting, stockholders re-elected all incumbent directors by majority vote, gave non-binding approval to executive compensation, and ratified Deloitte & Touche LLP as independent auditor for 2026.

SM Energy Company redeemed all of its 5.000% Senior Notes due 2026 by paying $400 million plus accrued and unpaid interest on May 11, 2026. These notes were issued under an indenture originally dated October 13, 2021.

By completing this redemption, the company satisfied all remaining obligations under the indenture governing the 2026 Senior Notes, and the redeemed notes and related guarantees were cancelled upon settlement.

SM Energy Company reported first quarter 2026 results shaped by its merger with Civitas Resources. Average net daily production jumped to 371.2 MBoe/d, including 190.3 MBbl/d of oil, and the company raised full-year 2026 production guidance to 410–430 MBoe/d while reaffirming capital spending of $2.65–$2.85 billion.

SM reported a net loss of $335 million, or $1.68 per diluted share, largely from a $697 million net derivative loss tied to mark-to-market hedge impacts, while adjusted net income was $309 million, or $1.55 per diluted share. Operating cash flow was $640 million, and adjusted free cash flow was $20 million after integration and one-time capital costs.

The company increased its annualized run-rate synergy target from the Civitas merger to $375 million, with about $300 million already actioned. It closed a $950 million sale of South Texas assets, using roughly $900 million of proceeds to redeem $819 million of 2026 Senior Notes, and refinanced nearly $900 million of 8.375% debt with $1.0 billion of new 6.625% Senior Notes due 2034. SM also raised its annual fixed dividend 10% to $0.88 per share and plans to allocate 20% of post-dividend free cash flow to share repurchases.

SM Energy Company completed its previously announced sale of certain South Texas oil and gas assets, referred to as the South Texas Divestiture, for a cash purchase price of $950 million. After preliminary price adjustments and transaction costs, the Company received approximately $900 million in net cash proceeds.

SM Energy plans to use these proceeds to redeem in full, at par, the $819 million aggregate principal amount outstanding of its 6.75% and 5.0% Senior Notes due 2026, reducing near-term debt. Lenders also reaffirmed the Company’s credit facility borrowing base at $5.0 billion and commitments at $2.5 billion, supporting liquidity after the asset sale.

SM Energy Company is sharing preliminary first‑quarter 2026 metrics, including realized commodity prices, a projected net derivative settlement loss, and share counts used to calculate earnings per share.

Average realized prices before hedges were $73.69 per barrel for oil, $1.72 per Mcf for gas, and $21.58 per barrel for NGLs. After the effect of net derivative settlements, realized prices were $69.56 per barrel for oil, $2.27 per Mcf for gas, and $21.75 per barrel for NGLs.

For the quarter, the Company anticipates a $30 million net derivative settlement loss, reflecting hedge impacts. Basic weighted‑average shares outstanding were 199 million and diluted weighted‑average shares outstanding were 200 million. As of March 31, 2026, shares issued and outstanding totaled 239,696,577, providing the equity base against which these per‑share figures are measured.

SM Energy Company reports the expiration and final results of its cash tender offer to purchase up to $1,000,000,000 aggregate principal amount of 8.375% Senior Notes due 2028, originally issued by Civitas Resources and assumed in their merger.

The company accepted $110,390,000 of notes tendered after the early tender date, in addition to $783,605,000 accepted on March 19, 2026, for a total of $893,995,000 aggregate principal amount of notes repurchased. Settlement for the later tenders is scheduled for April 3, 2026, under the terms of the Offer to Purchase.

SM Energy Company increased the size of its cash tender offer to purchase up to $1,000,000,000 aggregate principal amount of 8.375% Senior Notes due 2028, originally issued by Civitas Resources and assumed in their merger.

By the early tender deadline of March 17, 2026, holders had validly tendered $783,605,000 of these notes, representing 58.04% of the $1,350,000,000 aggregate principal amount outstanding. SM Energy is paying total consideration of $1,031.75 per $1,000 principal amount, including a $50 Early Tender Premium, and has extended this total consideration to all notes tendered through the April 1, 2026 expiration, subject to the offer’s terms and conditions.

SM Energy Company has issued and sold $1.0 billion of 6.625% Senior Notes due 2034. The notes were placed with institutional investors under Rule 144A and Regulation S and are not registered under the Securities Act.

The notes mature on April 15, 2034, pay 6.625% interest semi-annually starting October 15, 2026, and are guaranteed by certain subsidiaries. The indenture includes restrictions on additional debt, dividends, asset sales, liens, affiliate transactions, and mergers, and sets out detailed events of default and optional redemption terms.

SM Energy Company announced that it has priced an upsized private offering of $1.0 billion aggregate principal amount of 6.625% senior notes due 2034, to be issued at par. The offering is expected to close on March 9, 2026, subject to customary conditions.

SM Energy plans to use the net proceeds mainly to fund a previously announced cash tender offer for up to $750 million of its outstanding $1.350 billion 8.375% senior notes due 2028, and for general corporate purposes, including additional repayment of the 2028 notes. The notes are being sold in a private placement under exemptions from registration.

SM Energy Company plans a private offering of $750,000,000 aggregate principal amount of senior notes due 2034 and has launched a cash tender offer for up to $750,000,000 of its 8.375% senior notes due 2028, of which $1.350 billion is outstanding. The notes offering is limited to qualified institutional buyers under Rule 144A and non‑U.S. persons under Regulation S and will be issued without Securities Act registration under available exemptions. SM Energy expects to use the new notes’ net proceeds, together with cash on hand and/or borrowings under its revolving credit facility, to fund the tender offer for the 2028 notes under an Offer to Purchase dated March 4, 2026. The company also filed as exhibits Civitas Resources’ audited 2024–2025 financial statements, pro forma combined financial information and a Civitas reserve report following their completed merger.

SM Energy Company reported strong fourth quarter and full-year 2025 results, with record net production of 75.5 MMBoe and record operating cash flow of $2.01 billion. Adjusted EBITDAX reached $2.26 billion, up 13% year-over-year, as volumes grew despite weaker oil prices.

Full-year net income was $648 million, or $5.64 per diluted share, versus $770 million in 2024, while adjusted net income was $623 million, or $5.42 per share. Adjusted free cash flow rose 28% to $620 million, and net debt fell by $437 million to $2.37 billion, improving leverage to 1.05x net debt-to-adjusted EBITDAX.

The company closed its merger with Civitas Resources in early 2026 and agreed to sell certain South Texas assets for $950 million, advancing a $1.0 billion divestiture target. The board raised the annual fixed dividend policy by 10% to $0.88 per share and declared a quarterly dividend of $0.22 payable on March 23, 2026. For 2026, SM Energy plans $2.65–$2.85 billion in capital expenditures and 146–153 MMBoe of production, prioritizing free cash flow, debt reduction, and share repurchases.

SM Energy Company agreed to sell certain South Texas assets in its southern Maverick Basin position to Caturus Energy for a cash purchase price of $950 million, subject to customary adjustments. The package includes approximately 61,000 net acres, about 260 producing wells and related facilities in Webb County, Texas.

These properties are expected to produce roughly 37–39 MBoe/d in 2026 and generate about $160 million of asset-level cash flow for the year, with associated net proved reserves of about 168 MMBoe as of December 31, 2025. The transaction has an effective date of February 1, 2026 and is expected to close in the second quarter of 2026, subject to customary conditions including Hart-Scott-Rodino clearance and required consents.

SM Energy plans to prioritize debt reduction with the proceeds in order to accelerate deleveraging and strengthen its balance sheet, and it intends to share an updated return-of-capital program when it reports earnings the following week.

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.

Energy Company completed its previously announced merger with Civitas Resources, making Civitas a wholly owned subsidiary and issuing Energy common stock at a 1.45-for-1 exchange ratio for each Civitas share. The company simultaneously amended its revolving credit facility, extending the maturity to January 30, 2031, increasing elected commitments from $2.0 billion to $2.5 billion and raising the borrowing base from $3.0 billion to $5.0 billion.

Energy also assumed Civitas’ outstanding senior notes, including $400 million of 5.000% notes due 2026 and additional higher-coupon notes maturing between 2028 and 2033, with customary redemption, covenant and change-of-control terms. In connection with the transaction, authorized Energy common shares were doubled from 200 million to 400 million to support the combination and related issuances.

Energy Company reported the results of a special stockholder meeting held on January 27, 2026 to vote on proposals related to its pending merger with Civitas Resources, Inc. under a previously announced Merger Agreement.

Stockholders strongly supported the merger-related items, including one proposal that received 86,811,927 votes for, 453,043 against and 361,226 abstentions, and another with 86,363,965 votes for, 896,440 against and 365,791 abstentions, with no broker non-votes reported for either. Energy and Civitas also issued a joint press release announcing the outcomes of their meetings and the expected closing date of the proposed combination.

Energy Company outlines board and leadership changes that will take effect only when its two-step merger with Civitas Resources closes. Four current directors have submitted resignations contingent on the closing of the first merger step, while the board size will increase to 11 and six new directors will join, with updated committee assignments and the Executive Committee dissolved.

Following the second merger step, Elizabeth A. McDonald will become President and Chief Executive Officer and Blake D. McKenna will become Executive Vice President and Chief Operating Officer. Ms. McDonald’s compensation includes a $900,000 base salary, a short‑term bonus target equal to 120% of salary and a $5,300,000 long‑term equity target split between restricted stock units and performance share units. Mr. McKenna’s package includes a $550,000 base salary, a bonus target equal to 100% of salary and a $2,200,000 long‑term equity target. The company states these changes are not driven by disagreements and confirms there are no related‑party relationships requiring disclosure.

SM Energy Company filed an 8-K to provide supplemental disclosure for its pending all-stock mergers with Civitas Resources after receiving demand letters from purported stockholders claiming the joint proxy statement/prospectus lacked certain details. The company and its directors dispute that any additional disclosure is legally required, but are adding information to avoid potential delays or litigation risk while denying any wrongdoing.

The filing expands Evercore’s valuation analysis. For SM Energy, a net asset value analysis using management reserve data and pricing produced implied equity values of $15.47 to $22.63 per share, versus a closing price of $20.54 on October 30, 2025. For Civitas, a similar analysis indicated $23.22 to $33.09 per share, compared with a $28.72 closing price and an implied offer price of $29.78 based on the 1.45x exchange ratio.

The supplement also details discounted cash flow ranges, comparable-company trading multiples, and equity research price targets, and confirms that stockholder meetings for both companies remain scheduled for January 27, 2026.

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 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 Company announced a definitive Agreement and Plan of Merger with Civitas Resources. At closing, each share of Civitas common stock will be converted into the right to receive 1.45 shares of SM Energy common stock, subject to customary conditions and approvals. The transaction uses a two‑step merger structure in which Civitas first becomes a wholly owned subsidiary of SM Energy and then merges into SM Energy.

SM Energy will seek stockholder approval for the stock issuance and to amend its charter to increase authorized common shares to 400,000,000. The combined board will have 11 directors (six from SM Energy and five from Civitas) and three committees with designated chairs as outlined. Closing conditions include Civitas stockholder approval, SM Energy stockholder approvals, HSR clearance, NYSE listing approval for the new shares, and effectiveness of a Form S‑4, plus a tax opinion that the mergers qualify under Section 368(a).

The Merger Agreement includes outside dates of August 3, 2026 (with potential extension to November 2, 2026 for antitrust matters) and termination fees of $85,000,000 (Civitas) or $79,000,000 (SM Energy), with expense reimbursements of $26,000,000 or $24,000,000 in specified stockholder‑vote failures.

SM Energy Company furnished a press release announcing its third‑quarter 2025 financial and operating results, along with an operational update. The company replaced its previously scheduled November 5 webcast with a conference call today, November 3, at 8:00 a.m. Mountain / 10:00 a.m. Eastern, accessible via webcast and telephone as described in the release. The press release is provided as Exhibit 99.1.

SM Energy Company announced it entered into an Agreement and Plan of Merger with Civitas Resources on November 2, 2025, using a wholly owned subsidiary to effect the deal. The companies issued a joint press release and investor presentation describing a $12.8 billion combination, as reflected in the exhibit titles.

The companies plan to file a Form S-4 that will include a joint proxy statement/prospectus, which will be mailed to stockholders after effectiveness. The transaction is subject to stockholder approvals and required governmental and regulatory approvals. The disclosure highlights customary risks, including potential delays, the possibility of termination, integration challenges, and impacts on market price and business relationships.

Investors can access the press release (Exhibit 99.1) and investor presentation (Exhibit 99.2) on the companies’ websites and the SEC’s EDGAR system.

SM Energy Company amended its revolving Credit Agreement. The Third Amendment removes the prior “springing maturity” that could have accelerated the October 1, 2029 maturity if over $50,000,000 of senior notes remained outstanding 91 days before their due date. The new clause accelerates maturity only if two conditions are both met: (i) the outstanding balance of all Senior Notes and other unsecured debt maturing within 91 days exceeds $50,000,000 in aggregate, and (ii) borrowing availability under the Credit Agreement, less that near‑term unsecured debt, is less than 20% of the current revolving commitment.

The company also announced completion of its semi‑annual borrowing base redetermination and the amendment via a press release furnished under Regulation FD. The press release was included as an exhibit.

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.