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sm-20260716

0000893538false00008935382026-07-162026-07-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 16, 2026

SM Energy Company

(Exact name of registrant as specified in its charter)

Delaware001-3153941-0518430

(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

1700 Lincoln Street, Suite 320080203

Denver, Colorado (Zip Code)

(Address of principal executive offices)

Registrant's telephone number, including area code: (303) 861-8140

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

SM New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02    Results of Operations and Financial Condition

In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed 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, nor shall such information and exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SM Energy Company (the “Company”) is providing the following summary of earnings considerations that management believes will impact results for the second quarter of 2026. This summary is intended solely to provide information regarding current estimates of these factors. It is not comprehensive of all results for, or changes that have occurred during, the second quarter of 2026 and does not constitute an estimate of the Company’s second quarter 2026 earnings. In addition, this summary may not reflect all adjustments and charges required to fully account for changes in industry conditions, is preliminary in nature, and remains subject to completion of the Company’s financial reporting process for the second quarter of 2026.

The Company presents in this Item 2.02 certain information for the three months ended June 30, 2026, regarding its realized prices and commodity derivative activity.

Realized Prices

The following table presents information about average realized prices:

For the Three Months Ended

June 30, 2026

Realized price (before the effect of net derivative settlements):

Oil (per Bbl)$96.85

Gas (per Mcf)$0.17

NGLs (per Bbl)$24.69

Realized price (including the effect of net derivative settlements): (1)

Oil (per Bbl)$80.62

Gas (per Mcf)$1.54

NGLs (per Bbl)$24.83

(1)    Indicates a non-GAAP metric calculated as the average realized price after the effects of net commodity derivative settlements. The Company believes this metric is useful to management and the investment community to understand the effects of net commodity derivative settlements on average realized price.

Commodity Derivative Activity

For the second quarter of 2026, the Company anticipates a net derivative settlement loss of approximately $220 million.

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. All statements, other than statements of historical fact, including estimates for factors that may impact the Company’s results for the second quarter of 2026, are forward‑looking statements.

Forward‑looking statements are based on management’s current estimates, assumptions and expectations and are subject to risks and uncer

EX-99.1

2 exhibit99105062026er.htm

EX-99.1

Document

News Release

EXHIBIT 99.1

SM Energy Reports First Quarter 2026 Results

Accelerated synergies and higher production drive enhanced full-year outlook

Company reaffirms full-year capital expenditure plan

DENVER, May 6, 2026 - SM Energy Company (the “Company” or “SM”) (NYSE: SM) today reported financial and operating results for the first quarter 2026. Accompanying slides can be found on the Company’s website at https://www.sm-energy.com/investors/news-events/presentations. A conference call is scheduled for 8 a.m. MT/10 a.m. ET on May 7, 2026. Participation details are included in this release.

SM enters 2026 transformed into a scaled, multi-basin operator with a high-quality oil portfolio built to deliver differentiated returns to stockholders. With the Civitas Resources, Inc. (“Civitas”) merger (the “Merger”) closed on January 30, 2026, SM’s focus is squarely on three strategic priorities: Integrate, Execute, and Bolster. First quarter 2026 performance against each of these priorities is summarized in the highlights below.

First Quarter 2026 Highlights

Integrate –

•Raised total synergy target to $375 million in annualized run-rate savings – up from the initial $200–$300 million target – with approximately $300 million actioned to date.

Execute –

•Average net daily production totaled 371.2 MBoe/d, including 190.3 MBbl/d of oil, compared to mid-point guidance of 350 MBoe/d (182 MBbl/d of oil).

•Strong first quarter results led to a raise in full-year 2026 production guidance to 410–430 MBoe/d (222–228 MBbl/d of oil), compared to previous guidance of 400–420 MBoe/d (216–226 MBbl/d of oil).

•Reflecting strong first quarter execution, SM increased its second-half 2026 average production run rate to approximately 430 MBoe/d, including approximately 238 MBbl/d of oil.

•Maintained full-year 2026 capital expenditure guidance of $2.65–$2.85 billion.

•Net loss was $1.68 per diluted share, primarily related to a non-cash mark-to-market loss on the Company’s commodity derivatives at period end due to a sharp rise in forward oil prices; adjusted net income1 was $1.55 per diluted share.

•Generated operating cash flow of $640 million, or $692 million before net change in working capital, including certain long-term prepayments.1 Capital expenditures totaled $555 million, or $672 million before changes in accruals.1

•Delivered adjusted free cash flow1 of $20 million after one-time integration and transactions costs and one-time capital costs.

•Adjusted EBITDAX1 was $970 million.

Bolster –

•Closed the $950 million sale of certain South Texas assets (the “South Texas Divestiture”) on April 30, 2026, substantially achieving SM’s $1.0 billion-plus asset sales target and meaningfully strengthening its balance sheet. Net proceeds of approximately $900 million, after preliminary purchase price adjustments and estimated selling costs, are being used to redeem all $819 million aggregate principal amount of the 6.75% and 5.0% Senior Notes due 2026 (collectively, “2026 Senior Notes”).

1

•Refinanced nearly $900 million of 8.375% high-coupon debt with $1.0 billion of new 6.625% Senior Notes due 2034, reducing the Company’s annualized interest expense.

•Strengthened return of capital framework with a 10% increase in the annual fixed dividend to $0.88 per share, effective with the first quarter 2026 payment, and an expected allocation of 20% of post-dividend free cash flow to share repurchases.

1 Adjusted net income; operating cash flow before net change in working capital, including certain long-term prepayments; capital expenditures, before changes in accruals; adjusted EBITDAX; and net debt are non-GAAP measures. See the Non-GAAP Disclosures section of this news release for the definition of, and other important information regarding, these non-GAAP financial measures.

“SM is off to an outstanding start in 2026,” stated President and CEO Beth McDonald. “In the first quarter, our team delivered production above the top end of our guidance and accelerated merger synergy capture – demonstrating the capability of our combined organization. We also moved decisively to strengthen our balance sheet, refinancing high-coupon assumed debt and closing a significant divestiture at an accretive valuation. That operational momentum gives us the confidence to raise our synergy target, increase our production guidance, and reaffirm our capital plan. We are building a business with the scale, asset quality, and operational discipline to generate growing returns for stockholders.”

First Quarter 2026 Review

•Production was 371.2 MBoe/d, reflecting the recent Merger with a nearly 80% increase from the prior quarter. Results include two months of Permian and DJ Basin production from legacy Civitas assets. SM’s average realized price was $44.22 per Boe, before the effect of hedges.

•Reported a net loss of $335 million, or $1.68 per diluted share, reflecting a $697 million net