SM Energy Co (SM): debt financing — 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.

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Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

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.

Instrument: senior notes
Principal: $1,350 million
Counterparty: Computershare Trust Company, N.A., as trustee
Rate: 8.750%
Maturity: July 1, 2031
Event: amendment

Exact text from the filing

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

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

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.

Instrument: senior notes
Principal: $1,350 million
Counterparty: Computershare Trust Company, N.A., as trustee
Rate: 8.375%
Maturity: July 1, 2028
Event: amendment

Exact text from the filing

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

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

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.

Instrument: credit facility
Principal: $2.5 billion
Counterparty: Wells Fargo Bank, National Association, as administrative agent
Rate: eliminate the credit spread adjustment applicable to Term SOFR loans
Maturity: January 30, 2031
Event: amendment

Exact text from the filing

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.

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

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.

Instrument: senior notes
Principal: $1,000 million
Counterparty: Computershare Trust Company, N.A., as trustee
Rate: 8.625%
Maturity: November 1, 2030
Event: amendment

Exact text from the filing

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

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

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

Instrument: senior notes
Principal: $400 million
Counterparty: Computershare Trust Company, N.A., as trustee
Rate: 5.000%
Maturity: October 15, 2026
Event: amendment

Exact text from the filing

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

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

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).

Change: charter amendment
Effective: 2026-01-30

Exact text from the filing

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.

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