[Form 4] SM Energy Company Insider Trading Activity

Rhea-AI Filing Summary

SM Energy (SM) – Form 4, insider activity by EVP & CFO A. Wade Pursell. On 07/24/2025 Pursell received 11,436 common shares after the Compensation Committee certified performance criteria for a July 1 2022 performance share-unit (PSU) award. Immediately thereafter, 5,005 shares were withheld at $24.71 per share (code F) to satisfy tax obligations, leaving 405,426 shares held directly.

In addition, on 07/25/2025 Pursell was granted 48,003 restricted stock units (RSUs); each RSU converts 1-for-1 into common stock and vests in six equal bi-annual tranches beginning 01/01/2026. Following the grant, he now beneficially owns 48,003 derivative RSUs plus the common shares noted above.

• No purchase or sale for cash; transactions stem from equity compensation and tax withholding.
• The filing signals PSU performance goals were achieved and aligns the CFO with shareholders via a sizeable equity stake (~0.3 M shares).

Insights

Securities Analyst

TL;DR: Routine equity-compensation vesting; net share ownership remains high – neutral signal.

The vesting of 11,436 PSUs confirms SM met multi-year operational targets set in 2022, yet no open-market buying occurred. The 5,005-share tax withholding is standard. Granting 48,003 new RSUs extends the CFO’s incentive horizon to 2028, supporting management retention. Net, insider still holds >405k shares, indicating continued alignment but providing no incremental valuation insight. I view the filing as informational, not price-moving.

Corporate Governance Expert

TL;DR: Equity plan functioning as designed; long-term incentives refreshed.

The award/vesting mechanics reflect typical energy-sector pay structures: PSUs tied to multi-year metrics and RSUs with staggered vesting. Achieving 100%+ of PSU targets may indicate operational execution, yet the absence of discretionary cash purchases limits bullish interpretation. The fresh 48k-unit RSU grant promotes retention through 2028 and heightens pay-for-performance linkage. Overall governance impact is neutral to mildly positive.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PURSELL A WADE

(Last) (First) (Middle)

1700 LINCOLN STREET

SUITE 3200

(Street)

DENVER CO 80203

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.01 Par Value	07/24/2025		M		11,436	A	(1)	410,431	D
Common Stock, $.01 Par Value	07/24/2025		F		5,005	D	$24.71	405,426	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	07/25/2025		A		48,003		(2)	(2)	Common Stock, $.01 Par Value	48,003	$0	48,003	D

Explanation of Responses:

1. On July 24, 2025, 11,436 shares the Issuer's common stock were issued to the Reporting Person under the terms of a performance share unit ("PSU") award, based on the determination by the Compensation Committee of the Board of Directors of the Issuer regarding achievement of time-based vesting provisions and specific performance criteria that were not tied solely to the market price of the Issuer's common stock. The PSUs were granted to the Reporting Person on July 1, 2022, and represented the contingent right to receive between 0% to 200% of that number of shares of the Issuer's common stock based on the achievement of the vesting and performance criteria over a three-year performance period. The PSUs were fully vested on July 1, 2025.

2. Each restricted stock unit represents a contingent right to receive one share of stock. The restricted stock unit grant vests in six equal biannual installments beginning January 1, 2026. The vested shares will be issued to the Reporting Person on the earlier of such Reporting Person's retirement from the Issuer or July 1 of the applicable year, at which time all restrictions on the vested shares will lapse.

Remarks:

	Andrew T. Fiske (Attorney-in-Fact)	07/25/2025
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many SM shares did CFO A. Wade Pursell acquire on July 24, 2025?

He received 11,436 shares upon vesting of a 2022 performance share unit award.

Why were 5,005 SM shares sold at $24.71?

The shares were automatically withheld to cover tax obligations associated with the PSU vesting (transaction code F).

What is the size and schedule of the new RSU grant to the CFO?

Pursell received 48,003 RSUs that vest in six equal bi-annual installments starting 01/01/2026.

How many SM common shares does the CFO own after the filing?

He directly owns 405,426 shares following the reported transactions.

Do the reported transactions involve open-market purchases or sales?

No. All movements relate to equity-compensation vesting and tax withholding; no cash purchases or sales occurred.