SM Energy Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.)

2025Proxy Statement

Notice of Annual Meeting of StockholdersMay 22, 2025

Dear Fellow SM Energy Stockholder,

On behalf of the Board of Directors, I am pleased to invite you to participate in SM Energy Company’s 2025 Annual Meeting of Stockholders. We will continue to host the annual meeting in a virtual format because it allows for expanded access and reduced costs to our stockholders.

2024: Expansion of Top Tier Assets and Record Results

On October 1, 2024, SM Energy acquired approximately 63,300 net acres in the core of the Uinta Basin in Utah. Well productivity, high oil content, and capital efficiency rank the Uinta Basin among the leading US shale plays, and the Company’s Uinta Basin assets offer returns that are competitive with our Midland Basin and Austin Chalk assets. We believe that our differential geotechnical expertise will allow us to leverage the Uinta Basin’s stacked pay potential and significant resource upside to further capitalize on our long track record of operational excellence.

In 2024, we met all of our strategic objectives and delivered record results on multiple fronts. We achieved record daily oil production for the full year 2024 (up 23% from 2023) and record year-end estimated net proved reserves (up 12% from year-end 2023). We increased gross drilling inventory locations by approximately 40%, primarily driven by the Uinta Basin acquisition, organic growth in the Permian Woodford-Barnett, and continued expansion of the Austin Chalk. We also reduced the balance on our revolving credit facility by $121.5 million, from $190 million at October 1, 2024, to $68.5 million at year-end 2024, making progress towards our target leverage ratio of 1.0x.

2025: Focusing on our Core Objectives

Looking forward into 2025, we intend to support long-term profitability and value creation by focusing on operational execution through the successful integration of our Uinta Basin assets; delivering low breakeven, high-return wells across our portfolio by optimizing capital efficiency; demonstrating innovation; and remaining a leader in stewardship. We strive to pay down our debt, return capital to our stockholders and continue to expand our top-tier asset portfolio through exploration and acquisitions. We believe that our geosciences, engineering and technology teams have a proven track record of consistently improving capital efficiencies, well performance and growing inventory.

Return of Capital

Along with operational excellence and portfolio expansion, we remain committed to sustainably growing value by returning capital to our stockholders. During 2024, we returned $169 million to our stockholders through $84 million in shares repurchased and dividend payments of $85 million, the highest annual dividend payments in our Company’s history. In June 2024, we announced an 11 percent increase to our fixed dividend, to $0.80 per share annually, beginning in the fourth quarter of 2024. In total, our capital return program delivered an approximate four percent yield to market capitalization. Our Board also reauthorized the share repurchase program for up to $500 million through 2027.

Employees: Our Most Valuable Asset

In 2024, we were honored with two distinguished Leadership Development awards from the Brandon Hall Group. The Gold Award recognized our innovative approach to building competencies and skills, and the Bronze Award celebrated overall excellence in leadership development. These accolades underscore our commitment to cultivating a thriving corporate culture and leadership values that rank among the nation’s best.

Further, we welcomed many new employees who joined our team following the Uinta Basin acquisition.

Stewardship and Safety

Stewardship is a component of our operational excellence and safety is our top priority. We are committed to operating in a safe and environmentally responsible manner, and supporting industry-wide efforts to ensure the supply of sustainable, abundant, and affordable energy. To further our goals, our operations team incorporated a Goal Zero Program into the team’s annual objectives: Zero Distractions, Zero Excuses, Zero Shortcuts, and 100% Committed, with an objective of improving behavior-based safety in our operations.

Our Uinta Basin acreage includes state, federal, and indigenous lands, expanding our stakeholder base and providing the opportunity to broaden our community outreach programs. SM Energy will employ our environmental, health, and safety programs, environmental stewardship practices, operational standards and technological innovations in an effort to drive lower emissions and meet our sustainability objectives.

Board Composition and Refreshment

Our Board members are your elected representatives who seek to advance your long-term interests. We pursue this commitment through regular Board refreshment and by maintaining a broadly inclusive Board membership, with six of nine director nominees gender or ethnically diverse. In 2024, we welcomed Mr. Bart Brookman and Dr. Ashwin Venkatraman to our Board. Mr. Brookman is a seasoned executive in the upstream exploration and production industry, having served most recently as the President and Chief Executive Officer of PDC Energy. Dr. Venkatraman is the founder and Chief Executive Officer of Resermine, Inc., a leader in subsurface AI and machine learning solutions with a focus on enhancing oil recovery. We appreciate the guidance that Mr. Brookman and Dr. Venkatraman have already contributed to our Board, and we look forward to their future insights. Lastly, after 14 years of steadfast service and guidance, and consistent with the director retirement policy in our Corporate Governance Guidelines, Dr. Stephen Brand will not seek reelection to our Board. On behalf of our stockholders, I would like to thank Dr. Brand for his dedication and contributions over his years of service.

We Ask for Your Support

Our purpose is to make people’s lives better by responsibly producing energy supplies, contributing to domestic energy security and prosperity, and having a positive impact on the communities where we live and work. We value your input and the trust that you have placed in us through your continued investment in SM Energy. Your vote is important to us. We ask for your continued support as we seek to deliver sustainable profitability in a manner that places the safety and well-being of our employees and others above all, while recognizing our obligations as a good steward of the environment and the energy resources we produce.

Sincerely,Julio M. QuintanaChairman of the Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To All Stockholders:

The 2025 Annual Meeting of Stockholders of SM Energy Company (the “Annual Meeting”) is to be conducted by live webcast on Thursday, May 22, 2025, at 3:30 p.m. Mountain Time. In order to attend the virtual Annual Meeting, stockholders must register at: https://web.viewproxy.com/sm-energy/2025.

The meeting is being convened to:

1. elect nine individuals to our Board of Directors to serve until the next annual meeting of our stockholders and until their respective successors are elected and qualified, or until their earlier resignation or removal;

2. hold an advisory vote to approve the compensation of our named executive officers;

3. ratify the appointment by our Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for 2025;

4. consider and approve the Company’s 2025 Equity Incentive Compensation Plan; and

5. transact such other business that may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.

Our Board of Directors (the “Board”) is using this Proxy Statement to solicit proxies on our behalf for use at the Annual Meeting and has fixed the close of business on March 24, 2025, as the record date (the “Record Date”) for determining stockholders entitled to receive notice of, to participate in, and to vote at the Annual Meeting and at any adjournment(s) or postponement(s) thereof. We are furnishing our proxy materials, including this Proxy Statement, a proxy card or voting instruction card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, to the majority of our stockholders via the Internet. Accordingly, on or about April 7, 2025, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed by intermediaries to our stockholders as of the Record Date, containing instructions on how to access the proxy materials via the Internet or request proxy materials in printed form, and how to vote your shares.

You will be able to participate in the Annual Meeting from any location worldwide via live audio webcast, and electronically vote your shares and submit questions online. We have adopted this online format to expand access to the Annual Meeting and lower the cost to our stockholders, the Company and the environment. To participate in the virtual Annual Meeting, you must first register athttps://web.viewproxy.com/sm-energy/2025 by 11:59 p.m. (EDT) on May 21, 2025. You will need to enter your name, phone number, and email address, and you will then receive a meeting invitation by email containing your unique access link and password for joining the meeting. We recommend that you log in a few minutes before the Annual Meeting begins to ensure you are logged in when the meeting starts.

Participation in the Annual Meeting will be restricted to stockholders as of the Record Date who have registered by or before May 21, 2025, and our guests.

Your vote is important. Regardless of whether you plan to participate in the Annual Meeting, we encourage you to vote by using the Internet instructions provided in the Notice or the proxy card. If the Proxy Statement and a proxy card are mailed to you, please complete, sign, date, and return the proxy card in the enclosed envelope as soon as possible. Thank you for your support for the recommendations of our Board of Directors.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 22, 2025. The Notice of Annual Meeting of Stockholders, the Proxy Statement for the 2025 Annual Meeting of Stockholders, and the Form 10-K for the fiscal year ended December 31, 2024, are available at https://web.viewproxy.com/sm-energy/2025

By Order of the Board of Directors,

Andrew T. Fiske

Deputy General Counsel and Corporate Secretary

Denver, Colorado

April 7, 2025

TABLE OF CONTENTS