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)

March 49, 2026

SM Energy Company

(Exact name of registrant as specified in its charter)

Delaware		001-31539		41-0518430
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1700 Lincoln Street, Suite 3200, Denver, Colorado	80203
1700 Lincoln Street, Suite 3200 Denver, Colorado	80203
(Address of principal executive offices)	(Zip Code)

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 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On March 4 9, 2026, SM Energy Company (the “Company”) issued ~~a press release announcing that, subject to market~~ and ~~other~~sold ~~conditions,~~$1.0 ~~the~~billion ~~Company~~in ~~intends to offer for sale (the “Offering”) an expected $750,000,000~~ aggregate principal amount of ~~senior notes due 2034 (~~the ~~“Notes”)~~Company’s 6.625% ~~The~~Senior Notes todue ~~be offered~~2034 ~~will not be registered under the Securities Act of 1933, as amended~~ (the “~~Securities Act~~Notes”), ~~or under~~ ~~any state or other securities laws, and the Notes will be issued~~ pursuant to ana ~~exemption~~Purchase ~~therefrom~~Agreement, ~~and~~dated ~~may~~March 4, ~~not~~2026, beamong ~~offered or sold within~~ the ~~United States~~Company, orthe toguarantors orparty ~~for~~thereto (the ~~account~~“Subsidiary Guarantors”) orand ~~benefit~~BofA ~~of any U~~Securities, Inc.~~S. person~~, ~~absent~~acting ~~registration~~as orrepresentative anof ~~applicable exemption from registration requirements. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under~~ the ~~Securities~~several ~~Act~~initial ~~and~~purchasers ~~non-U.S.~~named ~~persons~~therein ~~outside~~ (the “Initial ~~United States in accordance with Regulation S under the Securities Act~~Purchasers”).

OnThe ~~March~~Notes 4,will ~~2026,~~not ~~the~~be ~~Company~~registered ~~issued~~under athe ~~press release~~Securities ~~announcing~~Act ~~the commencement~~ of a1933, ~~cash~~as ~~tender~~amended ~~offer~~ (the “~~Tender~~Securities ~~Offer~~Act”), toor ~~purchase~~under ~~for~~any ~~cash~~state upor toother ~~$750~~securities laws,~~000,000 of~~ and the ~~Company’s~~Notes ~~outstanding~~will be ~~$1.350~~issued ~~billion~~pursuant ~~principal~~to ~~amount~~an ofexemption therefrom, and may not be offered or sold within the ~~Company’s~~United ~~8.375%~~States, ~~senior~~or ~~notes~~to ~~due~~or ~~2028~~for (the ~~“2028~~account or benefit ~~Notes”)~~of any U.S. ~~The~~person, ~~Tender~~absent ~~Offer~~registration isor ~~being~~an ~~made~~applicable ~~upon~~exemption ~~the~~from ~~terms~~registration ~~and~~requirements. ~~subject~~The Notes were being offered only to persons ~~the~~reasonably ~~conditions~~believed ~~set~~to ~~forth~~be inqualified institutional buyers under Rule 144A under the ~~Company’s~~Securities ~~offer~~Act and non-U.S. persons outside tothe ~~purchase,~~United ~~dated~~States asin ofaccordance ~~March~~with 4,Regulation ~~2026~~S under the Securities Act.

Copies of the press releases relating to the Offering and the Tender Offer are furnished as Exhibits 99.1 and 99.2, respectively, to this report and incorporated by reference herein. This report is neither an offer to sell nor a solicitation of an offer to buy any security, including the Notes, nor a solicitation for an offer to purchase any security, including the Notes or the 2028 Notes, nor shall there be an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.Indenture

~~Audited~~On ~~historical~~March 9, ~~financial~~2026, ~~statements~~the ~~for~~Company ~~the~~entered into ~~fiscal~~the ~~years~~Indenture ~~ended~~relating ~~December~~to 31the Notes (the “Indenture”), ~~2025~~with the guarantors party thereto and ~~2024~~U.S. Bank Trust Company, ~~for~~National ~~Civitas~~Association, ~~Resources~~a national banking association, ~~Inc.~~as trustee (the “~~Civitas~~Trustee”), ~~are~~governing ~~filed~~the ~~as Exhibit 99~~Notes.3 The toNotes ~~this~~will ~~report~~mature ~~and~~on ~~incorporated~~April 15, by2034, ~~reference~~unless ~~herein.~~earlier ~~Unaudited~~redeemed ~~pro~~or ~~forma~~repurchased. ~~condensed~~Interest ~~combined~~on ~~financial~~the ~~information~~Notes ~~for~~will accrue at the ~~periods~~rate of ~~presented~~6.625% per annum, ~~for~~and ~~the~~will ~~Company~~be payable semi-annually in arrears on April 15 and ~~Civitas~~October 15, ~~are~~commencing ~~filed~~on asOctober 15, ~~Exhibit 99~~2026.4 The toobligations ~~this~~under ~~report~~the ~~and~~Notes ~~incorporated~~are guaranteed by ~~reference~~the ~~herein.~~Subsidiary ~~The~~Guarantors ~~reserve~~and ~~report as~~may ofbe ~~December~~guaranteed ~~31,~~by ~~2025~~certain ~~for~~future ~~Civitas~~restricted issubsidiaries that ~~filed~~also asguarantee ~~Exhibit~~the ~~99.5~~Company’s tocredit ~~this~~agreement ~~report~~or ~~and~~certain ~~incorporated~~other ~~by reference herein~~debt.

~~FORWARD~~Prior ~~LOOKING~~to ~~STATEMENTS~~April 15, 2029, the Company may, on any one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price of 106.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date, provided that: (a) at least 60% of the original principal amount of the Notes issued on March 9, 2026 remains outstanding after each such redemption, and (b) the redemption occurs within 180 days after the closing of the related equity offering.

~~This~~On ~~Current~~and ~~Report~~after ~~on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933~~April 15, ~~as amended~~2029, ~~and Section 21E of~~ the ~~Securities~~Company ~~Exchange~~may redeem ~~Act~~all ~~of 1934~~or, asfrom ~~amended.~~time ~~All~~to ~~statements~~time, ~~other~~a ~~than~~part ~~statements~~ of ~~historical~~the ~~fact,~~Notes ~~included~~at inthe ~~this report~~redemption ~~that~~prices ~~address~~(expressed ~~events~~as ora ~~developments~~percentage ~~that~~of SMprincipal ~~Energy~~amount ~~expects,~~of ~~believes, or anticipates will or may occur in~~ the ~~future are~~Notes), ~~forward-looking~~plus ~~statements.~~accrued ~~The words “intend,” “expect,” “believe,” “will,”~~ and ~~similar~~ ~~expressions~~unpaid ~~are~~interest ~~intended~~on tothe ~~identify forward-looking statements. Forward-looking statements in this report include~~Notes, ~~among other~~if ~~things~~any, ~~the contingencies related~~ to ~~aspects of the Offering and Tender Offer. These statements involve known and unknown risks and uncertainties~~, ~~including~~but ~~market~~not ~~conditions~~including, ~~customary offering closing conditions and other factors described in~~ the ~~excerpts~~ ~~from~~applicable ~~the~~redemption ~~Preliminary Offering Memorandum~~date, ~~which~~equal ~~may cause the Company’s actual results~~ to: ~~differ materially from~~(i) 103.313% ~~results~~for ~~expressed or implied by~~ the ~~forward~~twelve-~~looking~~month ~~statements.~~period ~~All~~beginning ~~such factors are difficult to predict and are beyond SM Energy’s control, including those detailed in SM Energy’s annual report~~ on ~~Form 10-K~~April 15, ~~quarterly~~2029; ~~reports on Form 10-Q and current reports on Form 8-K~~(ii) 101.656% ~~All~~for ~~forward-looking~~the ~~statements are based on assumptions that SM Energy believes to be reasonable but that may not prove to be accurate. Such forward~~twelve-~~looking~~month ~~statements~~period ~~are~~beginning ~~based~~ on ~~assumptions and analyses made by SM Energy in light of its perceptions of current conditions~~April 15, ~~expected future developments, and other factors that SM Energy believes are appropriate~~ ~~under~~2030; ~~the circumstances. These statements are subject to a number of known~~ and ~~unknown risks and uncertainties~~(iii) 100.000% ~~Forward-looking statements~~for ~~are not guarantees of future performance and actual results may be materially different from those expressed or implied in~~ the ~~forward~~twelve-~~looking~~month ~~statements.~~period ~~The~~beginning ~~forward-looking~~on ~~statements~~April 15, in2031 ~~this~~and ~~report speak as of the date of this report~~thereafter.

~~Item~~In ~~9.01~~addition, ~~Financial~~the ~~Statements~~Notes may be redeemed, in whole or in part, at any time prior to April 15, 2029 at the option of the Company, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus a make-whole premium, and ~~Exhibits~~accrued and unpaid interest to, but not including, the applicable redemption date.

(d) Exhibits.
	Number	Exhibit
	23.1	Consent of Deloitte LLP
	23.2	Consent of Ryder Scott Company
	99.1	Press release of the Company dated March 4, 2026, entitled “SM Energy Announces Private Offering of $750 Million of Senior Notes due 2034”
	99.2	Press release of the Company dated March 4, 2026, entitled “SM Energy Company Announces Cash Tender Offer For Up To $750.0 Million Aggregate Principal Amount Of 8.375% Senior Notes Due 2028 Originally Issued by Civitas Resources”
	99.3	Audited historical financial statements for the fiscal years ended December 31, 2025 and 2024, for Civitas
	99.4	Unaudited pro forma condensed combined financial information for the periods presented, for the Company and Civitas
	99.5	Reserve Report as of December 31, 2025 for Civitas
	104	Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101).

The Indenture restricts the Company’s ability and the ability of certain of its subsidiaries to, among other things: (i) incur additional debt; (ii) make certain dividends or pay certain dividends or distributions on the Company’s capital stock or purchase, redeem or retire capital stock; (iii) sell assets, including the capital stock of the Company’s Restricted Subsidiaries (as defined in the Indenture); (iv) with respect to the Company’s Restricted Subsidiaries, place restrictions on their ability to pay dividends or make other payments to the Company; (v) create liens that secure debt; (vi) enter into certain transactions with affiliates; and (vii) merge or consolidate with, or transfer or lease all or substantially all of the Company’s assets to, another company. These covenants are subject to a number of important limitations and exceptions, including the termination of certain of these covenants upon the Notes receiving an investment grade rating from at least two Rating Agencies (as defined in the Indenture).

~~SIGNATURES~~The Indenture provides that each of the following is an event of default with respect to the Notes (each, an “Event of Default”): (i) default in any payment of interest on any Note when due, continued for 30 days; (ii) default in the payment of principal of or premium, if any, on any Note when due, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise; (iii) failure by the Company or any Subsidiary Guarantor (as defined in the Indenture), if any, to comply with certain covenants relating to merger and consolidation; (iv) failure by the Company to comply for 30 days after notice (or 180 days after notice in the case of a failure to comply with certain covenants relating to the filing of annual, quarterly and current reports with the United States Securities and Exchange Commission) after notice with any of its obligations under the covenants related to a Change of Control (as defined in the Indenture) and certain other covenants; (v) failure by the Company to comply for 60 days after notice with any of the other agreements of the Company in the Indenture; (vi) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture, which default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness (and any extensions of any grace period); or (b) results in the acceleration of such Indebtedness prior to its Stated Maturity; and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $100.0 million or more; provided, however, that if, prior to any acceleration of the Notes, (i) any such payment default is cured or waived, (ii) any such acceleration is rescinded, or (iii) such Indebtedness is repaid during the 30 Business Day period commencing upon the end of any applicable grace period for such payment default or the occurrence of such acceleration, as the case may be, any Default or Event of Default (but not any acceleration of the Notes) caused by such payment default or acceleration shall be automatically rescinded, so long as such rescission does not conflict with any judgment, decree or applicable law; (vii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary (as defined in the Indenture) or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary; (viii) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $100.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid or discharged, and there shall be any period of 60 consecutive days following entry of such final judgment or decree during which a stay of enforcement of such final judgment or decree, by reason of pending appeal or otherwise, shall not be in effect; or (ix) any Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary, ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors that, taken together (as of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary, denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee.

~~Pursuant~~In to the ~~requirements~~case of an Event of Default arising from certain events of ~~the~~bankruptcy, ~~Securities~~insolvency ~~Exchange~~or ~~Act~~reorganization described above, all outstanding principal of, ~~1934~~premium, if any, and accrued interest on the ~~registrant~~Notes ~~has~~will ~~duly~~become ~~caused~~due ~~this~~and ~~report~~payable immediately without further action or notice. If any other Event of Default occurs and is continuing with respect to bethe ~~signed~~Notes, onthe ~~its~~Trustee ~~behalf~~or bythe holders of at least 25% in aggregate principal amount of the ~~undersigned~~then ~~hereunto~~outstanding ~~duly~~Notes ~~authorized~~may declare all unpaid principal of, premium, if any, and accrued interest on such Notes to be due and payable immediately.

	SM ENERGY COMPANY
Date: March 4, 2026	By:	/s/ James B. Lebeck
		James B. Lebeck
		Executive Vice President – Chief Corporate Development Officer, General Counsel and Corporate Secretary

A copy of the Indenture is referenced as Exhibit 4.1 hereto and incorporated herein by reference. The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description

4.1		Indenture, dated as of March 9, 2026, by and among SM Energy Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.

104		Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SM ENERGY COMPANY

	By:	/s/ James B. Lebeck
	Name:	James B. Lebeck
	Title:	Executive Vice President – Chief Corporate Development Officer, General Counsel and Corporate Secretary

March 9, 2026

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