SM Energy Co. Reports Director and Officer Changes

TL;DR

SM Energy Co. board shakeup and exec pay changes announced.

AI Summary

SM Energy Co. announced on December 15, 2025, changes related to its board of directors and executive compensation. The filing indicates a departure of directors or certain officers, the election of new directors, and adjustments to the compensatory arrangements for certain officers. This report was filed on December 19, 2025.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy, governance, or financial outlook, impacting investor confidence.

Risk Assessment

Risk Level: medium — Changes in directorship and executive compensation can sometimes precede significant strategic shifts or indicate internal governance adjustments that may carry inherent risks.

Key Numbers

• 001-31539 — SEC File Number (Identifies the company's filing history with the SEC.)
• 41-0518430 — IRS Employer Identification No. (Unique tax identification number for the company.)

Key Players & Entities

• SM Energy Co. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• December 15, 2025 (date) — Date of earliest event reported
• December 19, 2025 (date) — Filing date
• 1700 Lincoln Street, Suite 3200, Denver, Colorado 80203 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value SM New York Stock Exchange

Filing Documents

• sm-20251215.htm (8-K) — 34KB
• 0000893538-25-000167.txt ( ) — 149KB
• sm-20251215.xsd (EX-101.SCH) — 2KB
• sm-20251215_lab.xml (EX-101.LAB) — 21KB
• sm-20251215_pre.xml (EX-101.PRE) — 12KB
• sm-20251215_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. As previously announced, on November 2, 2025, the Company, Cars Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (" Merger Sub "), and Civitas Resources, Inc., a Delaware corporation (" Civitas "), entered into an Agreement and Plan of Merger pursuant to which (i) Merger Sub will merge with and into Civitas, with Civitas surviving as a wholly owned subsidiary of the Company (the " First Company Merger "), and (ii) immediately following the First Company Merger, Civitas as the surviving corporation will merge with and into the Company, with the Company continuing as the surviving corporation (the " Second Company Merger " and, together with the First Company Merger, the " Mergers "). The closing of the Mergers is subject to, among other things, the satisfaction or waiver of certain conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (" HSR Act "). Early termination of the 30-day waiting period under the HSR Act was granted by the Federal Trade Commission effective December 18, 2025. The closing of the Mergers is expected to occur in the first quarter of 2026, subject to the satisfaction or waiver of customary closing conditions. The information in this Item 7.01 is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the " Securities Act "), or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS This current report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements in this report include the Company's expectation that the remaining conditions to the closing of the Mergers will be satisfied or waived, and that the closing of the Mergers will occur in the first quarter of 2026. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These statements involve known and unknown risks and uncertainties, and may be impacted by the risks discussed in the Risk Factors section of the Company's annual reports on Form10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K that are available on its website at www.sm-energy.com/investors and on the SEC's website at www.sec.gov. All forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate. Such forward-looking statements are based on assumptions and analyses made by the Company in light of perceptions of current conditions, expected future developments, and other factors that the Company believes are appropriate under the circumstances. Forward-looking statements are not guarantees of future performance and actual events may be materially different from those expressed or implied in the forward-looking statements. No Offer or Solicitation This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SM ENERGY COMPANY Date: December 19, 2025 By: /s/ JAMES B. LEBECK James B. Lebeck Executive Vice President Corporate Development and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR