SM Energy Co

This Proxy Statement Summary highlights important information presented throughout this 2025 Proxy Statement (this “Proxy Statement”) and is intended to assist you in evaluating the matters to be voted on at the Annual Meeting. This summary does not contain all of the information you should consider, and we encourage you to read this Proxy Statement in its entirety, as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), prior to voting.

Annual Meeting Information

Proposals and Voting Recommendations

How to Vote Your Shares

We strongly encourage you to vote. For more information about voting your shares, see “Voting, Attendance, and Other Matters” contained in this Proxy Statement.

Our 2025 Director Nominees:

Business Highlights: A Record Setting Year for SM Energy

In 2024, we returned substantial capital to our stockholders, delivered excellent financial and operating results, substantially increased acreage and inventory through our acquisition of 63,300 net acres in the Uinta Basin in Utah (the “Uinta Basin Acquisition”), and increased our production and estimated net proved reserves to achieve Company records.

All metrics given for the full year 2024 unless otherwise noted.

(1) As of December 31, 2024; year-over-year increase compared to December 31, 2023

(2) From $190 million on October 1, 2024 (the closing date of the Uinta Basin Acquisition) to $68.5 million at year-end 2024

Capital Return

Beginning in September 2022, our Board approved a stock repurchase program that authorized the repurchase of up to $500 million in aggregate value of our common stock through year-end 2024 (the “Stock Repurchase Program”). In total, the Company has repurchased approximately 10.1 million shares from the announcement of the Stock Repurchase Program through year-end 2024.

During the first half of 2024, we repurchased 1.8 million shares of our common stock for a total cost of $84 million, and during the full year, we paid annual dividends of $0.74 per share, an increase from annual dividends of $0.60 per share paid in 2023. Inclusive of the Stock Repurchase Program and our payment of fixed dividends (collectively, our “Capital Return Program”), we returned a total of $169 million of capital to stockholders in 2024.

In June 2024, our Board approved an 11 percent increase to our fixed dividend, to $0.80 per share annually, to be paid in increments of $0.20 per share per quarter, beginning in the fourth quarter of 2024; and further, reauthorized and extended our existing Stock Repurchase Program to $500 million through 2027. We believe that our Capital Return Program, which we intend to fund with cash flows from operations, will be sustainable and will create long-term value for our stockholders, while the outstanding balance on our credit facility and our callable senior notes provide the opportunity to reduce absolute debt over time with cash on hand.

Executive Compensation Philosophy and Design

Our executive compensation program is designed to align executive pay with the Company's financial, operational and sustainability performance, and to incentivize the creation of positive stockholder returns throughout industry cycles. Total compensation opportunities for our NEOs are weighted heavily toward variable, performance-based awards. The primary elements of our executive compensation program include a fixed base salary targeted at the median of our comparative peer group, an annual cash incentive opportunity linked to achievement of individual and corporate performance, and a long-term equity-based compensation opportunity allocated between restricted stock units (“RSUs”), vesting ratably over a three-year period, and performance share units (“PSUs”) tied to Company performance against our peer group and other established corporate goals over a three-year period. The following table depicts the components of our 2024 compensation program:

Corporate Governance Highlights

Stockholder Engagement and Responsiveness

Our Board remains committed to open engagement with our stockholders concerning our business strategy, executive compensation program, risk oversight processes, sustainability initiatives, and other matters of importance. As part of this commitment, our Board and management team regularly engage with stockholders to solicit input, answer questions and ensure that our Board has the information required to understand and respond to our stockholders’ concerns. During 2024, our Board and management team continued this outreach commitment by directly contacting stockholders owning, in aggregate, more than 75 percent of the Company’s shares. For more information about our efforts to engage with and receive feedback from our stockholders, please see the “Corporate Governance -Stockholder Engagement” section of this Proxy Statement.

Commitment to Our Core Values: A Culture of Corporate Responsibility, Sustainability and Integrity

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 in the communities where we live and work. Our long-term vision and strategy is to sustainably grow value for all of our stakeholders as a premier operator of top-tier assets by maintaining and optimizing our high-quality asset portfolio, generating cash flows, and maintaining a strong balance sheet. Our team executes this strategy by prioritizing safety, technological innovation, and stewardship of natural resources, all of which are integral to our corporate culture.

Our vision and values drive the way we conduct business. We pride ourselves on having a positive culture that promotes integrity and ethical behavior in the conduct of our business; environmental, health and safety priorities; the success of others and the team; understanding and communicating the reasons for our actions and how every employee contributes; collaboration and openness to new ideas and technologies that serve business improvement; support for team members’ professional and personal development; and supporting the communities where we live and work. At SM Energy, we consider everyone a leader, regardless of title, position or tenure, and we believe every employee is called to lead every day. To us, leadership is a set of competencies demonstrated through the actions of our managers and each of our employees. Our five key leadership competencies are: strategic perspective, living SM Energy values and ethics, building collaborative relationships, leading change, and servant leadership.

The health and safety of our employees and contractors is our top priority, and we are proud of our strong safety culture at SM Energy. This culture is driven from the top down and upheld by each employee in the organization. As one example of our commitment, our operations team incorporated a Goal Zero Program into its annual objectives: Zero Distractions, Zero Excuses, Zero Shortcuts, and 100% Committed, with an objective of improving behavior-based safety in operations.

As part of our commitment to positively impact the communities where we live and work, we encourage and support charitable giving with our corporate match program. The graphic to the right illustrates 2024 charitable giving by employees and the corresponding corporate match.Sustainability and Human Capital HighlightsDuring 2024, we prioritized sustainability and stewardship initiatives by:•completing key frameworks, including our updated Corporate Sustainability Report, the Task Force on Climate-related Financial Disclosures (“TCFD”), and the Sustainability Accounting Standards Board (“SASB”) metrics relevant to sustainability and stewardship for oil and gas exploration and production companies; •conducting scenario analysis to consider climate change related risks and opportunities for long-term sustainable development; and•achieving key qualitative sustainability goals in our Texas operations, including zero routine flaring, non-routine flaring of less than one percent, recycling more than 38% of our water, and continuing evaluation and use of new technologies in support of such goals.

Our Corporate Responsibility Report, SASB metrics and our TCFD disclosures are available on our website atwww.sm-energy.com (information on our website is not incorporated by reference into this Proxy Statement and should not be considered part of this document).

We operate only in the United States. We have established procedures and controls designed to support our objective of remaining, at all times, in material compliance with applicable federal, state, tribal and local laws and governmental regulations. We strive to comply with all applicable employment laws that prohibit unlawful discrimination, regulate wages and compensation, and ensure a safe workplace. On a quarterly basis, we require our executives and other key employees to certify compliance with all such matters, or to report any circumstances of known or perceived non-compliance. On an annual basis, we require every employee to acknowledge their understanding of, and compliance with, our Code of Business Conduct and Conflict of Interest Policy (the “Code of Conduct”), which sets forth the Company’s expectations regarding business conduct and ethical standards. The Audit Committee of our Board (“Audit Committee”) oversees this process. We maintain an ethics and compliance hotline that allows any person to anonymously report any perceived violations of our Code of Conduct, ethical standards, or other compliance-related matters, and our General Counsel directs appropriate investigations and reports to our Audit Committee and senior management concerning all such matters.

We are committed to diversity at all levels of our organization and we strive to provide equal employment opportunities to all employees and job applicants. On an annual basis, we analyze our workforce demographics and review our practices for any indication of discrimination and to ensure pay equity. No discriminatory practices have been identified, and no evidence of discrimination or material pay inequity has been found. Our Board of Directors adopted a Human Rights Policy memorializing the Company’s commitment to operating in a manner that is respectful of human rights and to avoid causing or contributing to adverse human rights impacts.