SM Energy Co
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
SM$29.52+1.4%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Consolidated Financial Statement Schedules
(a)(1) and (a)(2) Consolidated Financial Statements and Financial Statement Schedules:
| Report of Independent Registered Public Accounting Firm (PCAOB ID 42) | 66 |
|---|---|
| Consolidated Balance Sheets | 68 |
| Consolidated Statements of Operations | 69 |
| Consolidated Statements of Comprehensive Income | 70 |
| Consolidated Statements of Stockholders’ Equity | 71 |
| Consolidated Statements of Cash Flows | 72 |
| Notes to Consolidated Financial Statements | 74 |
All schedules are omitted because the required information is not applicable or is not present in amounts sufficient to require submission of the schedule or because the information required is included in the Consolidated Financial Statements and Notes thereto.
(b) Exhibits. The following exhibits are filed or furnished with or incorporated by reference into this report on Form 10-K:
| ExhibitNumber | Description |
| 2.1 | Agreement and Plan of Merger among SM Energy Company, Cars Merger Sub, Inc., and Civitas Resources, Inc., dated as of November 2, 2025 (filed as Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed November 3, 2025, and incorporated herein by reference) |
| 3.1 | Restated Certificate of Incorporation of SM Energy Company, as amended through June 1, 2010 (filed as Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, and incorporated herein by reference) |
| 3.2 | Certificate of Amendment of Restated Certificate of Incorporation of SM Energy Company, as amended through June 1, 2010, dated May 25, 2023 (filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on May 30, 2023, and incorporated herein by reference) |
| 3.3 | Certificate of Amendment to the Restated Certificate of Incorporation of SM Energy Company, dated January 30, 2026 (filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed January 30, 2026, and incorporated herein by reference) |
| 3.4 | Amended and Restated By-Laws of SM Energy Company, effective as of February 21, 2017 (filed as Exhibit 3.2 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, and incorporated herein by reference) |
| 4.1 | Base Indenture, dated as of May 21, 2015, by and between SM Energy Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on August 12, 2016, and incorporated herein by reference) |
| 4.2 | Third Supplemental Indenture, dated September 12, 2016 by and between SM Energy Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on September 12, 2016, and incorporated herein by reference) |
| 4.3 | Fourth Supplemental Indenture, dated as of August 20, 2018, by and between SM Energy Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on August 20, 2018, and incorporated herein by reference) |
| 4.4 | Fifth Supplemental Indenture, dated as of June 23, 2021, by and between SM Energy Company and U.S. Bank National Association, as trustee (filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on June 23, 2021, and incorporated herein by reference) |
| 4.5 | Indenture, dated as of July 25, 2024, by and between SM Energy Company and U.S. Bank Trust Company, National Association, as trustee (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on July 25, 2024, and incorporated herein by reference) |
| 4.6 | Indenture, dated as of October 13, 2021, by and among Bonanza Creek Energy, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Bonanza Creek Energy, Inc.’s Current Report on Form 8-K filed on October 15, 2021, file no. 001-35371) |
| 4.7 | First Supplemental Indenture, dated as of November 1, 2021, by and among Civitas Resources, Inc., Computershare Trust Company, N.A., as trustee, and certain guarantor parties thereto (incorporated by reference to Exhibit 4.1 to Civitas Resources, Inc.’s Current Report on Form 8-K filed on November 3, 2021, file no. 001-35371) |
| 4.8 | Third Supplemental Indenture, dated August 2, 2023, by and among Civitas Resources, Inc., as issuer, the guarantors party thereto and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to Civitas Resources, Inc.’s Quarterly Report on Form 10-Q filed on November 7, 2023, file no. 001-35371) |
| 4.9 | Indenture, dated June 29, 2023, by and among Civitas Resources, Inc., as issuer, the guarantors party thereto and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Civitas Resources, Inc.’s Current Report on Form 8-K filed on June 29, 2023, file no. 001-35371) |
| 4.10 | First Supplemental Indenture, dated August 2, 2023, by and among Civitas Resources, Inc., as issuer, the guarantors party thereto and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Civitas Resources, Inc.’s Quarterly Report on Form 10-Q filed on November 7, 2023, file no. 001-35371) |
| 4.11 | Indenture, dated June 29, 2023, by and among Civitas Resources, Inc., as issuer, the guarantors party thereto and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to Civitas Resources, Inc.’s Current Report on Form 8-K filed on June 29, 2023, file no. 001-35371) |
| 4.12 | First Supplemental Indenture, dated August 2, 2023, by and among Civitas Resources, Inc., as issuer, the guarantors party thereto and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Civitas Resources, Inc.’s Quarterly Report on Form 10-Q filed on November 7, 2023, file no. 001-35371) |
| 4.13 | Indenture, dated October 17, 2023, by and among Civitas Resources, Inc., as issuer, the guarantors party thereto and Computershare Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Civitas Resources, Inc.’s Current Report on Form 8-K filed on October 18, 2023, file no. 001-35371) |
| 4.14 | Indenture, dated June 3, 2025, by and among Civitas Resources, Inc., as issuer, the guarantors party thereto and Computershare Trust Company, N.A., as trustee, pursuant to which the 2033 Senior Notes were issued (incorporated by reference to Exhibit 4.1 to Civitas Resources, Inc.’s Current Report on Form 8-K filed on June 3, 2025, file no. 001-35371) |
| 4.15* | Fourth Supplemental Indenture, dated as of January 30, 2026, by and among SM Energy Company, the guarantors party thereto and Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), supplementing the Indenture dated as of October 13, 2021 |
| 4.16* | Second Supplemental Indenture, dated as of January 30, 2026, by and among SM Energy Company, the guarantors party thereto and Computershare Trust Company, N.A., as trustee, supplementing the Indenture dated as of June 29, 2023 |
| 4.17* | Second Supplemental Indenture, dated as of January 30, 2026, by and among SM Energy Company, the guarantors party thereto and Computershare Trust Company, N.A., as trustee, supplementing the Indenture dated as of June 29, 2023 |
| 4.18* | First Supplemental Indenture, dated as of January 30, 2026, by and among SM Energy Company, the guarantors party thereto and Computershare Trust Company, N.A., as trustee, supplementing the Indenture dated as of October 17, 2023 |
| 4.19* | First Supplemental Indenture, dated as of January 30, 2026, by and among SM Energy Company, the guarantors party thereto and Computershare Trust Company, N.A., as trustee, supplementing the Indenture dated as of June 3, 2025 |
| 4.20* | First Supplemental Indenture, dated as of January 30, 2026, by and among SM Energy Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, supplementing the Indenture dated as of July 25, 2024 |
| 4.21* | Sixth Supplemental Indenture, dated as of January 30, 2026, by and among SM Energy Company, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank, National Association), as trustee, supplementing the Indenture dated as of May 21, 2015 |
| 4.22* | Description of Securities |
| 10.1 | Deed of Trust to Wachovia Bank, National Association, as Administrative Agent, dated effective as of April 14, 2009 (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on April 20, 2009, and incorporated herein by reference) |
| 10.2 | Supplement and Amendment to Deed of Trust, Mortgage, Line of Credit Mortgage, Assignment, Security Agreement, Fixture Filing and Financing Statement for the benefit of Wachovia Bank, National Association, as Administrative Agent, dated effective as of April 14, 2009 (filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on April 20, 2009, and incorporated herein by reference) |
| 10.3 | Seventh Amended and Restated Credit Agreement dated as of August 2, 2022, among SM Energy Company, Wells Fargo Bank, National Association, as Administrative Agent and Swingline Lender, and the Lenders party thereto (filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, and incorporated herein by reference) |
| 10.4 | First Amendment to Seventh Amended and Restated Credit Agreement, dated as of July 2, 2024, by and among SM Energy Company, a Delaware corporation, each of the Lenders that is a party thereto; and Wells Fargo Bank, National Association, as administrative agent for the Lenders, the Issuing Banks and the Swingline Lender (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on July 8, 2024, and incorporated herein by reference) |
| 10.5 | Second Amendment to Seventh Amended and Restated Credit Agreement, dated as of October 1, 2024, by and among SM Energy Company, a Delaware corporation, each of the Lenders that is a party thereto; and Wells Fargo Bank, National Association, as administrative agent for the Lenders, the Issuing Banks and the Swingline Lender (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on October 2, 2024, and incorporated herein by reference) |
| 10.6 | Third Amendment to Seventh Amended and Restated Credit Agreement, dated as of October 13, 2025, by and among SM Energy Company, a Delaware corporation, each of the Lenders that is a party thereto, and Wells Fargo Bank, National Association, as administrative agent for the Lenders, the Issuing Banks and the Swingline Lender (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on October 16, 2025, and incorporated herein by reference) |
| 10.7 | Fourth Amendment to Seventh Amended and Restated Credit Agreement, dated as of January 30, 2026, by and among SM Energy Company, a Delaware corporation, each of the Lenders that is a party thereto, and Wells Fargo Bank, National Association, as administrative agent for the Lenders, the Issuing Banks and the Swingline Lender (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 30, 2026, and incorporated herein by reference) |
| 10.8 | Purchase and Sale Agreement dated as of June 27, 2024 by and among XCL AssetCo, LLC, XCL Marketing, LLC, Wasatch Water Logistics, LLC, XCL Resources, LLC and XCL SandCo, LLC, as Seller, and SM Energy Company, as Purchaser, and solely for the limited purposes as set forth therein, Northern Oil and Gas, Inc.(filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on June 28, 2024, and incorporated herein by reference) |
| 10.9 | Acquisition and Cooperation Agreement dated as of June 27, 2024 by and between SM Energy Company and Northern Oil and Gas, Inc. (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on June 28, 2024, and incorporated herein by reference) |
| 10.10†† | Net Profits Interest Bonus Plan, As Amended by the Board of Directors on July 30, 2010 (filed as Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010 and incorporated herein by reference) |
| 10.11† | Pension Plan for Employees of SM Energy Company as Amended and Restated as of January 1, 2010 (filed as Exhibit 10.30 to the registrant’s Annual Report on Form 10-K filed for the year ended December 31, 2010, and incorporated herein by reference) |
| 10.12† | Amendment No. 1 to the Pension Plan for Employees of SM Energy Company amended as of January 1, 2011 (filed as Exhibit 10.41 to the registrant’s Annual Report on Form 10-K filed for the year ended December 31, 2011, and incorporated herein by reference) |
| 10.13† | Amendment No. 2 to the Pension Plan for Employees of SM Energy Company amended as of January 1, 2012 (filed as Exhibit 10.42 to the registrant’s Annual Report on Form 10-K filed for the year ended December 31, 2011, and incorporated herein by reference) |
| 10.14† | Amendment No. 3 to the Pension Plan for Employees of SM Energy Company amended as of January 1, 2016 (filed as Exhibit 10.29 to the registrant’s Annual Report on Form 10-K filed for the year ended December 31, 2015, and incorporated herein by reference) |
| 10.15+ | SM Energy Company Non-Qualified Unfunded Supplemental Retirement Plan as Amended as of December 31, 2010 (filed as Exhibit 10.31 to the registrant’s Annual Report on Form 10-K filed for the year ended December 31, 2010, and incorporated herein by reference) |
| 10.16† | SM Energy Company Non-Qualified Deferred Compensation Plan as of March 10, 2014 (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on January 24, 2014, and incorporated herein by reference) |
| 10.17† | Cash Bonus Plan, As Amended and Restated as of February 1, 2014 (filed as Exhibit 10.41 to the registrant’s Annual Report on Form 10-K filed for the year ended December 31, 2013, and incorporated herein by reference) |
| 10.18† | SM Energy Company Employee Stock Purchase Plan, amended and restated effective as of April 5, 2021 (filed as Annex A in the registrant’s Definitive Proxy Statement on Schedule 14A, filed on April 16, 2021, and incorporated herein by reference) |
| 10.19† | Form of Non-Employee Director Restricted Stock Award Agreement as of May 27, 2010 (filed as Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, and incorporated herein by reference) |
| 10.20† | Form of Performance Share Unit Award Agreement as of July 1, 2023 (filed as Exhibit 10.22 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, and incorporated herein by reference) |
| 10.21† | Form of Restricted Stock Unit Award Agreement as of July 1, 2023 (filed as Exhibit 10.23 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, and incorporated herein by reference) |
| 10.22† | SM Energy Company Equity Incentive Compensation Plan, amended and restated effective as of May 22, 2025 (filed as Annex A in the registrant’s Definitive Proxy Statement on Schedule 14A, filed on April 7 2025, and incorporated herein by reference) |
| 10.23† | Form of Restricted Stock Unit Award Agreement dated as of July 1, 2025 (filed as Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and incorporated herein by reference) |
| 10.24† | Form of Performance Share Unit Award Agreement dated as of July 1, 2025 (filed as Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, and incorporated herein by reference) |
| 10.25*† | Summary of Compensation Arrangements for Non-Employee Directors |
| 10.26† | Change of Control Executive Severance Agreement (filed as Exhibit 10.16 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, and incorporated herein by reference) |
| 10.27† | Civitas Resources, Inc. 2024 Long Term Incentive Plan (incorporated by reference to Exhibit 4.1 to Civitas Resources, Inc.’s Registration Statement on Form S-8 filed on June 10, 2024, file no. 001-35371) |
| 10.28† | Bonanza Creek Energy, Inc. 2021 Long Term Incentive Plan (incorporated by reference to Exhibit 10.6 to Bonanza Creek Energy, Inc.’s Quarterly Report on Form 10-Q filed on August 9, 2021, file no. 001-35371) |
| 10.29† | Extraction Oil & Gas, Inc. 2021 Long Term Incentive Plan (incorporated by reference to Exhibit 10.6 to Extraction’s Current Report on Form 8-K (File No. 001-37907) filed with the Commission on January 20, 2021, file no. 001-35371) |
| 10.30† | Bonanza Creek Energy, Inc. 2017 Long Term Incentive Plan (incorporated by reference to Exhibit 10.3 to Bonanza Creek Energy, Inc.’s Current Report on Form 8-K filed on April 28, 2017, file no. 001-35371) |
| 10.31 | Purchase and Sale Agreement, dated as of February 17, 2026, by and between SM Energy Company, a Delaware corporation, as Seller, and (i) Caturus Energy, LLC, a Delaware limited liability company, as Purchaser, and (ii) solely for purposes of Section 7.8 thereof, Caturus Holdco, LLC, a Delaware limited liability company (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on February 18, 2026, and incorporated herein by reference) |
| 19.1 | Insider Trading Policy and Procedures (filed as Exhibit 19.1 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, and incorporated herein by reference) |
| 21.1* | Subsidiaries of Registrant |
| 23.1* | Consent of Ernst & Young LLP |
| 23.2* | Consent of Ryder Scott Company L.P. |
| 24.1* | Power of Attorney |
| 31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 |
| 31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes – Oxley Act of 2002 |
| 32.1** | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 |
| 95.1* | Mine Safety Disclosures |
| 97.1† | Policy Relating to Recovery of Erroneously Awarded Compensation (filed as Exhibit 97.1 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, and incorporated herein by reference) |
| 99.1* | Ryder Scott Audit Letter |
| 101.INS | Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH* | Inline XBRL Schema Document |
| 101.CAL* | Inline XBRL Calculation Linkbase Document |
| 101.LAB* | Inline XBRL Label Linkbase Document |
| 101.PRE* | Inline XBRL Presentation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS) |
| * | Filed with this report. |
|---|---|
| ** | Furnished with this report. |
| † | Exhibit constitutes a management contract or compensatory plan or agreement. |
| †† | Exhibit constitutes a management contract or compensatory plan or agreement. This document was amended on July 30, 2010 primarily to reflect the change in the name of the registrant from St. Mary Land & Exploration Company to SM Energy Company. There were no material changes to the substantive terms and conditions in this document. |
| + | Exhibit constitutes a management contract or compensatory plan or agreement. This document was amended on November 9, 2010, in order to make technical revisions to ensure compliance with Section 409A of the Internal Revenue Code. There were no material changes to the substantive terms and conditions in this document. |
(c) Financial Statement Schedules. Refer to Item 15(a) above.
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