SM Energy closes all-stock merger with Civitas Resources; becomes top-10 U.S. independent oil producer

SM Energy Co

Each Civitas share converted to 1.45 SM shares; combined company trades as SM under same name.
Board expanded to 11 members (6 from SM, 5 from Civitas); Beth McDonald named CEO and joins board; Julio Quintana remains chairman.
Annual synergy target of $200-300 million and divestiture target of at least $1.0 billion over next year announced.
Credit facility amended: borrowing base increased to $5.0B, revolving commitments to $2.5B, maturity extended to Jan 2031.
Authorized shares of SM common stock increased from 200M to 400M via charter amendment effective Jan 30, 2026.

item 1.01 item 2.01 item 2.03 item 5.03 item 7.01 item 9.01

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Source-grounded claims

56a09e64e80b70a5447a0086959207bfdb898a7e

SM Energy Co amended senior notes of $1,350 million with Computershare Trust Company, N.A., as trustee at 8.750% maturing July 1, 2031.

Indenture ”), by and among Civitas, the guarantors party thereto and the Trustee, pursuant to which Civitas issued 8.375% Senior Notes due 2028 (the “ 2028 Notes ”) of which $1,350 million is currently outstanding, (iii) the Second Supplemental Indenture (the “ 2031 Second Supplemental Indenture ”) to that certain indenture, dated as of June 29, 2023 (as

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

691d4e82a41ff1df841e125c6f50d01bde6f326b

SM Energy Co amended senior notes of $1,350 million with Computershare Trust Company, N.A., as trustee at 8.375% maturing July 1, 2028.

Indenture ”), by and among Civitas, the guarantors party thereto and the Trustee, pursuant to which Civitas issued 8.375% Senior Notes due 2028 (the “ 2028 Notes ”) of which $1,350 million is currently outstanding, (iii) the Second Supplemental Indenture (the “ 2031 Second Supplemental Indenture ”) to that certain indenture, dated as of June 29, 2023 (as

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

74c15eddfb003a4c5dec1377e0743cb51cee4a26

SM Energy Co amended credit facility of $2.5 billion with Wells Fargo Bank, National Association, as administrative agent at eliminate the credit spread adjustment applicable to Term SOFR loans maturing January 30, 2031.

The Fourth Amendment amends certain provisions of the Credit Agreement to, among other things, (i) permit the assumption of outstanding Civitas senior unsecured notes and add the subsidiaries of Civitas as guarantors under the Credit Agreement, (ii) extend the maturity date for elected revolving commitments to January 30, 2031, (iii) increase the aggregate elected revolving commitments from $2.0 billion to $2.5 billion, (iv) increase the borrowing base from $3.0 billion to $5.0 billion, (v) eliminate the credit spread adjustment applicable to Term SOFR loans (as defined in the Credit Agreement), and (vi) make certain other amendments to the financial covenant definitions and provide additional flexibility under certain affirmative covenants, negative covenants and events of default.

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

c952f3885affe4e7f934a007508977e4c6736a28

SM Energy Co amended senior notes of $1,000 million with Computershare Trust Company, N.A., as trustee at 8.625% maturing November 1, 2030.

Indenture ”), by and among Civitas, the guarantors party thereto and the Trustee, pursuant to which Civitas issued 8.625% Senior Notes due 2030 (the “ 2030 Notes ”) of which $1,000 million is currently outstanding, and (v) the First Supplemental Indenture (the “ 2033 First Supplemental Indenture ”) to that certain indenture, dated as of June 3, 2025 (as

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

d053eeec8128201e275d94947f327fd697e28d7a

SM Energy Co amended senior notes of $400 million with Computershare Trust Company, N.A., as trustee at 5.000% maturing October 15, 2026.

thereto and the Trustee (as successor to Wells Fargo Bank, National Association), pursuant to which Civitas issued 5.000% Senior Notes due 2026 (the “ 2026 Notes ”) of which $400 million is currently outstanding, (ii) the Second Supplemental Indenture (the “ 2028 Second Supplemental Indenture ”) to that certain indenture, dated as of June 29, 2023 (as

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

defd98fde16f91ce6725d174d9802d78d62de409

SM Energy Co: Amendment to restated certificate of incorporation increasing authorized shares of common stock from 200 million to 400 million (effective 2026-01-30).

On January 30, 2026, the Company filed an amendment to the Company’s restated certificate of incorporation (the “ Charter Amendment ”), increasing the authorized shares of SM Energy Common Stock from 200 million to 400 million.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

2eef17bc7ff0519ca5b24a4edc1b2e43bdfab03c

SM Energy Co amended Fourth Amendment to Seventh Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as administrative agent for the lenders, issuing banks and swingline lender party thereto valued at Increased borrowing base from $3.0B to $5.0B, increased revolving commitments from $2.0B to $2.5B, e (effective 2026-01-30).

SM Energy entered into a Fourth Amendment to Seventh Amended and Restated Credit Agreement (the “ Fourth Amendment ”) with Wells Fargo Bank, National Association, as administrative agent for the lenders, issuing banks and swingline lender party thereto, and each of the lenders that is a party thereto