Director Willard Howard A. reports 72,962 SM Energy (SM) shares after Civitas deal

Rhea-AI Filing Summary

SM Energy Company director Willard Howard A. has filed an initial Form 3 showing his beneficial ownership following the Civitas Resources merger. He reports beneficial ownership of 72,962 shares of SM Energy common stock, held directly.

This amount reflects the merger mechanics where each share of Civitas common stock was converted into 1.45 shares of SM Energy common stock. In addition, each Civitas deferred stock unit (DSU) award fully vested and was converted into an SM Energy DSU award using the same 1.45 conversion factor, rounded up to the nearest whole share. The reported total includes vested DSUs that will be settled in SM Energy common stock when the director leaves the board.

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^*

Willard Howard A.

(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	72,962(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).
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 director Willard Howard A. report on Form 3?

Director Willard Howard A. reports beneficial ownership of 72,962 shares of SM Energy common stock. This figure includes vested deferred stock units that will be settled in SM Energy shares when he separates from the board, reflecting post-merger holdings.

What merger transaction underlies Willard Howard A.’s SM Energy (SM) Form 3 holdings?

The Form 3 reflects a merger involving SM Energy Company, Cars Merger Sub, Inc., and Civitas Resources, Inc.. In this transaction, each outstanding share of Civitas common stock was converted into 1.45 shares of SM Energy common stock plus related DSU conversions.

How were Civitas Resources (Civitas) shares converted into SM Energy (SM) shares?

Each outstanding share of Civitas common stock was converted into 1.45 shares of SM Energy common stock. This fixed stock-for-stock exchange ratio also applied in calculating replacement deferred stock unit awards for the director’s equity previously tied to Civitas shares.

What happened to Civitas deferred stock unit (DSU) awards in the SM Energy (SM) merger?

Each Civitas DSU award fully vested at closing and was converted into an SM Energy DSU award. The new DSUs equal the Civitas DSUs multiplied by 1.45, rounded up to the nearest whole share, with settlement in SM Energy stock upon board separation.

Does Willard Howard A.’s SM Energy (SM) Form 3 include deferred stock units?

Yes. The reported 72,962 shares include vested deferred stock units linked to SM Energy. These DSUs were created by converting prior Civitas DSUs using the 1.45 exchange ratio and will settle in SM Energy common stock when the director leaves the board.

Is the ownership reported by Willard Howard A. in SM Energy (SM) Form 3 direct or indirect?

The Form 3 classifies the 72,962 shares of SM Energy common stock as direct ownership. The total reflects both regular common shares and vested deferred stock units that will ultimately be delivered in SM Energy stock upon his separation from the board.