SM Energy (SM) director lists 210,602 shares after Civitas merger

Rhea-AI Filing Summary

SM Energy Company director Wouter T. van Kempen reports initial ownership of 210,602 shares of SM Energy common stock as of January 30, 2026. These shares reflect conversion of his Civitas Resources equity in connection with the merger between SM Energy, Cars Merger Sub, Inc. and Civitas.

Each Civitas common share was converted into 1.45 SM Energy common shares, and each Civitas RSU or DSU became an SM Energy RSU on the same 1.45-for-1 basis, rounded up to the nearest whole share. In connection with his termination of employment at closing, all converted RSUs fully vested. The reported amount includes vested DSUs that will be settled in SM Energy shares when he leaves the board, as well as vested RSUs that will settle within 60 days of closing.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

van Kempen Wouter T.

(Last) (First) (Middle)

1700 LINCOLN ST

SUITE 3200

(Street)

DENVER CO 80203

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2026

3. Issuer Name and Ticker or Trading Symbol
SM Energy Co [ SM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $.01 Par Value	210,602(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger by and among SM Energy Company ("SM Energy"), Cars Merger Sub, Inc. and Civitas Resources, Inc. ("Civitas") (a) each outstanding share of Civitas' common stock was converted into 1.45 shares of SM Energy common stock and (b) each outstanding Civitas restricted stock unit (RSU) award (including deferred stock unit (DSU) awards) was converted into an SM Energy RSU award equal to the product of the number of shares of Civitas common stock subject to such Civitas RSU Award and 1.45 rounded up to the nearest whole number. Under the terms of such awards and in connection with the director's termination of employment at the closing, his converted RSUs fully vested at closing. Amount shown includes vested DSUs that will settle in shares of SM Energy common stock upon the director's separation from the board as well as vested RSUs that will settle within 60 days of closing.

Remarks:

	Andrew T. Fiske (Attorney-in-Fact)	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many SM Energy (SM) shares does Wouter T. van Kempen report on this Form 3?

Wouter T. van Kempen reports beneficial ownership of 210,602 shares of SM Energy common stock. This figure includes shares from converted Civitas equity awards and vested deferred and restricted stock units tied to the recent merger.

What corporate transaction led to Wouter T. van Kempen’s SM Energy (SM) shareholding?

His SM Energy holdings result from the merger among SM Energy, Cars Merger Sub, Inc. and Civitas Resources. Civitas common shares and equity awards were converted into SM Energy shares and RSUs under the merger agreement’s specified exchange ratio.

What was the Civitas to SM Energy (SM) share conversion ratio in this Form 3?

Each outstanding share of Civitas common stock was converted into 1.45 shares of SM Energy common stock. The same 1.45 multiple, rounded up to the nearest whole share, applied to Civitas RSU and DSU awards converted into SM Energy RSUs.

How were Civitas RSUs and DSUs treated for the SM Energy (SM) director in this filing?

Each Civitas RSU and DSU was converted into an SM Energy RSU based on the 1.45 exchange ratio. In connection with his termination of employment at closing, all converted RSUs fully vested, increasing his vested equity position in SM Energy.

When will Wouter T. van Kempen’s SM Energy (SM) DSUs and RSUs settle into shares?

The filing states vested DSUs will settle in SM Energy common shares upon the director’s separation from the board. Vested RSUs are scheduled to settle within 60 days of closing of the merger transaction described.

Is Wouter T. van Kempen’s SM Energy (SM) ownership direct or indirect in this Form 3?

The 210,602 SM Energy common shares are reported with direct ownership. The filing does not attribute the holdings to any trust, partnership, or other indirect entity and lists the nature of ownership as direct.