Sm Energy SEC Filings

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.

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.

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.

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 that its stockholders approved two proposals related to its pending merger with Civitas Resources, Inc. at a special meeting held on January 27, 2026. The merger is governed by a previously announced Agreement and Plan of Merger among Energy, Civitas and a merger subsidiary.

The first merger-related proposal received 86,811,927 votes in favor, 453,043 against and 361,226 abstentions. A second proposal received 86,363,965 votes in favor, 896,440 against and 365,791 abstentions, with no broker non-votes on either item. Energy and Civitas also issued a joint press release announcing the results of their stockholder meetings and the expected closing date of the proposed transaction.

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 Co executive James Barker, EVP Corp Development & GC, reported equity compensation activity in company common stock. On January 23, 2026, a grant of 14,698 restricted stock units vested in one installment, with each unit converting into one share of common stock at an exercise price of $0.00, increasing his directly held shares to 21,628.

On the same date, 6,791 shares were disposed of at $18.75 per share under code "F", indicating shares were withheld to cover taxes associated with the vesting. Following these transactions, Barker directly owned 14,837 shares of Energy Co common stock.

Energy Company detailed leadership and board changes that will take effect when its previously announced two-step merger with Civitas Resources closes. Four current directors have submitted resignations contingent on the first merger, while the board size will increase to 11 and six new directors, including Elizabeth A. McDonald and Morris R. Clark, will join and take key committee roles.

Following the second merger, McDonald will become President and Chief Executive Officer and Blake D. McKenna will become Executive Vice President and Chief Operating Officer, replacing Herbert S. Vogel as CEO. McDonald’s compensation includes an annual base salary of $900,000, a short‑term incentive target equal to 120% of salary, and a long‑term equity incentive target of $5,300,000, while McKenna’s package includes a $550,000 base salary, a 100% bonus target, and $2,200,000 in long‑term equity incentives. The company reiterates that completion of the mergers remains subject to remaining closing conditions.

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.