SM Energy (NYSE: SM) director Carrie Fox reports 89,022-share stake

Rhea-AI Filing Summary

SM Energy Company filed an initial ownership report for director Carrie M. Fox. The Form 3 shows she beneficially owns 89,022 shares of SM Energy common stock directly, including vested deferred stock units that will be settled in stock when she leaves the board.

These holdings arose from the merger of Civitas Resources, Inc. into SM Energy, where each Civitas common share and related deferred stock unit was converted into 1.45 shares or units of SM Energy.

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^*

Fox Carrie M

(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	89,022(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 deferred stock unit (DSU) award fully vested and was converted into an SM Energy DSU award equal to the product of the number of shares of Civitas common stock subject to such Civitas DSU Award and 1.45, rounded up to the nearest whole number. Amount shown includes vested DSUs that will settle in SM Energy common stock upon the director's separation from the board.

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).
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FAQ

What does SM (SM Energy) director Carrie M. Fox report on this Form 3?

Carrie M. Fox reports beneficial ownership of 89,022 shares of SM Energy common stock. The amount includes vested deferred stock units that will be settled in SM Energy shares when she separates from the company’s board of directors.

How did Carrie M. Fox receive SM Energy shares reported on the Form 3?

Her SM Energy holdings resulted from the merger involving SM Energy, Cars Merger Sub, Inc., and Civitas Resources. Each outstanding Civitas common share and related deferred stock unit was converted into 1.45 shares or units of SM Energy common stock.

What is the 1.45 share conversion ratio mentioned for SM Energy and Civitas?

In the merger, each outstanding share of Civitas common stock was converted into 1.45 shares of SM Energy common stock. Each Civitas deferred stock unit similarly converted into an SM Energy deferred stock unit using the same 1.45 conversion factor.

How many SM Energy shares does Carrie M. Fox own directly after the merger?

She directly owns 89,022 shares of SM Energy common stock. This figure combines common shares and vested deferred stock units, which will ultimately be settled in SM Energy stock upon her separation from the company’s board.

What are deferred stock units (DSUs) in the SM Energy Form 3 filing?

Deferred stock units are share-based awards that vest but settle in actual stock at a later time. In this case, Fox’s vested DSUs will settle in SM Energy common stock when she leaves the board, and they are included in the 89,022 reported shares.

Is Carrie M. Fox an officer or major shareholder of SM Energy?

She is identified as a director of SM Energy, not an officer or 10% owner. The Form 3 checks the box for director status and leaves the officer and 10% owner designations unchecked in the relationship section.