Welcome to our dedicated page for Sm Energy SEC filings (Ticker: SM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
SM Energy Company filings document the regulatory disclosures of an independent upstream oil and gas company producing crude oil, natural gas, and NGLs across Colorado, New Mexico, Texas, and Utah. Its 8-K reports furnish operating and financial results, realized commodity prices, derivative activity, share data, and related earnings materials.
The filing record also covers capital-structure and financing matters, including senior note issuances, purchase agreements, subsidiary guarantees, and tender offer disclosures for outstanding notes. Proxy materials and related filings address shareholder voting, governance matters, executive and board oversight, and other public-company disclosure topics.
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 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.
Dimensional Fund Advisors LP reports beneficial ownership of 5,568,602 shares of SM Energy Co common stock, representing 4.9% of the outstanding class as of the reported date. Dimensional has sole voting power over 5,470,543 of these shares and sole dispositive power over 5,568,602 shares, with no shared voting or dispositive power.
The shares are owned by various funds and accounts advised or sub-advised by Dimensional and its subsidiaries, and Dimensional disclaims beneficial ownership beyond what is required for Section 13(d) reporting. Dimensional certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of SM Energy.
SM Energy filed an updated communication about its pending two-step merger with Civitas Resources, where Civitas will first become a wholly owned subsidiary and then merge into SM Energy. The companies previously filed a joint proxy statement/prospectus tied to a Form S-4, and special shareholder meetings remain scheduled for January 27, 2026.
SM Energy reports receiving demand letters from purported stockholders alleging disclosure deficiencies in the joint proxy statement/prospectus. While denying any legal obligation to provide more information or any wrongdoing, the company is voluntarily adding detailed valuation disclosures prepared by financial advisor Evercore.
The supplement outlines net asset value and discounted cash flow analyses for both SM Energy and Civitas, including discount rate ranges of 8%–30% for reserves and 8.50%–10.00% for weighted average cost of capital, enterprise value multiples versus selected peers, and equity research price targets. For Civitas, the filing reiterates the implied offer price of $29.78, based on a 1.45x stock-for-stock exchange ratio and SM Energy’s $20.54 share price on October 30, 2025.
SM Energy filed an updated communication about its pending two-step merger with Civitas Resources, where Civitas will first become a wholly owned subsidiary and then merge into SM Energy. The companies previously filed a joint proxy statement/prospectus tied to a Form S-4, and special shareholder meetings remain scheduled for January 27, 2026.
SM Energy reports receiving demand letters from purported stockholders alleging disclosure deficiencies in the joint proxy statement/prospectus. While denying any legal obligation to provide more information or any wrongdoing, the company is voluntarily adding detailed valuation disclosures prepared by financial advisor Evercore.
The supplement outlines net asset value and discounted cash flow analyses for both SM Energy and Civitas, including discount rate ranges of 8%–30% for reserves and 8.50%–10.00% for weighted average cost of capital, enterprise value multiples versus selected peers, and equity research price targets. For Civitas, the filing reiterates the implied offer price of $29.78, based on a 1.45x stock-for-stock exchange ratio and SM Energy’s $20.54 share price on October 30, 2025.
SM Energy Company filed an 8-K to provide supplemental disclosure for its pending all-stock mergers with Civitas Resources after receiving demand letters from purported stockholders claiming the joint proxy statement/prospectus lacked certain details. The company and its directors dispute that any additional disclosure is legally required, but are adding information to avoid potential delays or litigation risk while denying any wrongdoing.
The filing expands Evercore’s valuation analysis. For SM Energy, a net asset value analysis using management reserve data and pricing produced implied equity values of $15.47 to $22.63 per share, versus a closing price of $20.54 on October 30, 2025. For Civitas, a similar analysis indicated $23.22 to $33.09 per share, compared with a $28.72 closing price and an implied offer price of $29.78 based on the 1.45x exchange ratio.
The supplement also details discounted cash flow ranges, comparable-company trading multiples, and equity research price targets, and confirms that stockholder meetings for both companies remain scheduled for January 27, 2026.
SM Energy Company is proposing to acquire Civitas Resources, Inc. through a two-step merger, creating a single combined oil and gas company. In the first merger, each eligible share of Civitas common stock will be converted into the right to receive 1.45 shares of SM Energy common stock, after which Civitas will merge into SM Energy in a second step.
After closing, former SM Energy stockholders are expected to own about 48% of the combined company and former Civitas stockholders about 52%. The deal requires approval of SM Energy’s stock issuance and a charter amendment increasing authorized common shares from 200 million to 400 million, as well as Civitas stockholder approval of the merger agreement. Both boards unanimously support the transaction, and special virtual stockholder meetings are scheduled for January 27, 2026.
SM Energy Company reports a planned leadership change tied to its pending merger with Civitas Resources. Senior Vice President – Business Development and Land, Kenneth J. Knott, will conclude his service in his current role when the two-step merger transaction closes, after which he is expected to remain as an advisor to support transition and integration on terms to be agreed.
The company also discloses that the Federal Trade Commission granted early termination of the 30-day Hart-Scott-Rodino antitrust waiting period effective December 18, 2025, removing a key regulatory hurdle. Closing of the Civitas mergers is now expected in the first quarter of 2026, subject to satisfaction or waiver of remaining customary conditions.
SM Energy Company reports a planned leadership change tied to its pending merger with Civitas Resources. Senior Vice President – Business Development and Land, Kenneth J. Knott, will conclude his service in his current role when the two-step merger transaction closes, after which he is expected to remain as an advisor to support transition and integration on terms to be agreed.
The company also discloses that the Federal Trade Commission granted early termination of the 30-day Hart-Scott-Rodino antitrust waiting period effective December 18, 2025, removing a key regulatory hurdle. Closing of the Civitas mergers is now expected in the first quarter of 2026, subject to satisfaction or waiver of remaining customary conditions.
SM Energy Company reports a planned leadership transition and progress on its pending merger with Civitas Resources. Senior Vice President – Business Development and Land, Kenneth J. Knott, will conclude his service in his current role upon closing of the two-step merger with Civitas. The company expects he will stay on as an advisor after closing to support transition and integration, with terms to be agreed.
The company reiterates the structure of the Civitas deal, in which Civitas will first become a wholly owned subsidiary and then merge into SM Energy. A key regulatory step has been cleared as the Federal Trade Commission granted early termination of the 30-day waiting period under the HSR Act effective December 18, 2025. SM Energy now expects the mergers to close in the first quarter of 2026, subject to satisfaction or waiver of customary closing conditions.
SM Energy Company plans a stock-for-stock acquisition of Civitas Resources, where each Civitas share will be converted into 1.45 shares of SM Energy common stock. After closing, former SM Energy and Civitas stockholders are expected to own about 48% and 52% of the combined company, respectively.
Both companies will hold virtual special meetings on January 27, 2026. SM Energy investors will vote on issuing new shares for the merger and on amending its charter to increase authorized common stock from 200 million to 400 million. Civitas investors will vote on adopting the merger agreement and an advisory proposal on executive compensation. The combination is intended to qualify as a tax-free reorganization for most U.S. Civitas stockholders, except for cash in lieu of fractional shares.