SM

Business Context and Reporting Period

This Form 8-K, dated January 20, 2026, is a supplemental filing by SM Energy Company regarding its proposed merger with Civitas Resources, Inc. The filing responds to demand letters from stockholders alleging disclosure deficiencies in the previously filed Joint Proxy Statement/Prospectus. The Company voluntarily provides supplemental financial analyses to avoid potential litigation delays, while explicitly denying that the additional disclosures were legally required or that the allegations of wrongdoing are valid. Special stockholder meetings for both companies are scheduled for January 27, 2026.

Key Financial Metrics and Valuation Data

The filing provides updated valuation analyses performed by Evercore as of October 1, 2025, based on management forecasts. Key financial inputs and results include:

• SM Energy Net Debt and Cash: Approximately $2,574 million as of September 30, 2025.
• Civitas Pro Forma Net Debt and Cash: Approximately $4,945 million as of September 30, 2025 (reflecting estimated asset sales).
• Share Counts (Fully Diluted): SM Energy: ~116.8 million; Civitas: ~87.1 million (as of late October 2025).
• Stock Prices (Oct 30, 2025): SM Energy closed at $20.54; Civitas closed at $28.72.
• Implied Offer Price for Civitas: $29.78 (based on a 1.45x exchange ratio).

Valuation ranges derived from Net Asset Value (NAV) and Discounted Cash Flow (DCF) analyses are as follows:

Material Changes and Peer Comparisons

The filing revises the financial advisor's opinion sections to include updated peer group comparisons and analyst price targets. The peer group includes Chord Energy, Crescent Energy, Magnolia Oil & Gas, Matador Resources, Ovintiv, and Permian Resources.

• Peer Multiples (2026E): The mean TEV/EBITDAX for the peer group is 3.3x, and the mean Market Cap/CFFO is 2.3x.
• SM Energy vs. Peers: SM Energy trades at a discount to the peer mean, with a 2026E TEV/EBITDAX of 2.4x and Market Cap/CFFO of 1.2x.
• Civitas vs. Peers: Civitas trades at a discount to the peer mean, with a 2026E TEV/EBITDAX of 2.5x and Market Cap/CFFO of 1.0x.
• Analyst Targets: As of October 30, 2025, analyst price targets for SM Energy ranged from $19.00 to $56.00, and for Civitas from $27.00 to $80.00.

Guidance, Risks, and Contingencies

Management Commentary: The Company states that the supplemental disclosures are made voluntarily to minimize distractions and litigation risks, without admitting liability. The Company denies that the Joint Proxy Statement/Prospectus contained material omissions.

Risks and Contingencies:

• Legal Risk: The Company acknowledges the possibility of additional demand letters or complaints being filed against the Company or its board.
• Forward-Looking Statements: The filing contains projections regarding synergies, debt levels, leverage ratios, and future financial results. Actual results may differ materially due to market conditions and other uncertainties.
• Merger Timing: The supplemental disclosures are not expected to affect the timing of the special stockholder meetings scheduled for January 27, 2026.

Investor Verification Checklist

• Verify the final vote outcome of the special stockholder meetings scheduled for January 27, 2026.
• Review the full Joint Proxy Statement/Prospectus (Form S-4) to understand the complete context of the merger terms and the specific allegations in the demand letters.
• Monitor for any new litigation filings or regulatory actions that could delay or block the merger.
• Confirm the final net debt and cash positions of both entities at the time of closing, as the figures provided are estimates as of September 30, 2025.
• Assess the sensitivity of the valuation ranges to changes in oil and natural gas prices, given the reliance on management pricing forecasts.