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.)

2026Proxy Statement

Notice of Annual Meeting of StockholdersMay 21, 2026

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 2026 Annual Meeting of Stockholders. We host our annual meeting virtually to expand access and reduce costs for our stockholders, and we encourage you to review our 2026 proxy materials and take part in this important process. Your vote is important to us.

Record Performance and Strategic Progress in 2025

SM Energy delivered record performance in 2025, executing well across our strategic objectives. We achieved record operating cash flow of $2.01 billion, driven by record production and resilient margins, despite a 14% decline in benchmark oil prices. Record net production rose 21%, with oil comprising 53% of volumes. We reduced net debt and improved leverage, all while successfully integrating our Uinta Basin assets and demonstrating our technical capabilities across stacked, high-quality intervals.

Transformational Portfolio Expansion

Building on this momentum, on January 30, 2026, we completed our merger with Civitas Resources, creating a top 10 U.S. independent, oil-focused producer. The combined company operates approximately 797,000 net acres across the Permian, Denver-Julesburg, Uinta and Maverick basins–a portfolio assembled specifically for its inventory depth and capital efficiency. Our geotechnical and operational expertise applied across each of these basins is expected to generate meaningful synergies, and combined with corporate initiatives, we expect to achieve $200 to $300 million in annual synergies that were not available to either company independently. This transaction was evaluated against a high standard: would the combined company generate better returns than the standalone companies? We believe the answer is yes, and the depth of high-return drilling inventory we have added across our basins gives us a stronger platform for sustained free cash flow generation.

Leadership, Governance, and Board Oversight

The Board’s primary responsibility is the oversight of management in support of stockholder value creation. In 2025 and early 2026, the Board focused on portfolio expansion, disciplined capital allocation, governance practices, and executive leadership. We recently oversaw a planned CEO succession, appointing Beth McDonald as President & Chief Executive Officer effective in early 2026. Beth brings extensive technical and operational experience and a deep understanding of SM Energy’s assets and culture, and the Board is confident in her leadership and the management team’s continued execution of our strategy.

Following the Civitas merger, our Board now comprises 11 members, including six from legacy SM Energy and five from Civitas, with 10 directors classified as independent. As Chair, I serve as an independent, non-executive director. We remain committed to ongoing board refreshment, strong governance, and alignment with stockholder interests.

Capital Discipline and Return of Capital

A cornerstone of our strategy is disciplined capital allocation and returning capital to stockholders. During 2025, we returned $104 million to stockholders, bringing cumulative returns since 2022 to $648 million. In February 2026, we announced a 10% increase in our fixed dividend to $0.88 per share annually, paid quarterly. We also expect to allocate approximately 20% of 2026 free cash flow, after dividends, to share repurchases, with that percentage increasing as leverage declines. We believe our capital return program is sustainable and supports long-term value creation.

Operational Excellence, Stewardship, and Our People

Looking ahead, we enter 2026 with a clear plan to maximize free cash flow, reduce debt, and capture synergies from recent transactions. While the oil business remains volatile, our expanded portfolio provides flexibility in capital allocation and risk management. We remain focused on operational excellence, safety, and environmental stewardship.

Our employees are one of SM Energy’s greatest strengths. Our culture emphasizes safety, innovation, leadership, and professional development, and we are proud of our employees’ contributions to our operations and the communities where we live and work.

Engagement and Support

SM Energy values active and constructive engagement with our stockholders. Your perspectives inform Board discussions on governance, compensation, and strategic priorities, including the performance-based executive compensation framework outlined in this proxy, which aligns management incentives with stockholder interests.

On behalf of the Board of Directors, thank you for your continued investment in SM Energy Company and for your support as we execute our strategy to deliver sustainable profitability, strong returns, and responsible energy development.

Sincerely,Julio M. QuintanaChairman of the Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To All Stockholders:

The 2026 Annual Meeting of Stockholders of SM Energy Company (the “Annual Meeting”) is to be conducted by live webcast on Thursday, May 21, 2026, 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/2026.

The meeting is being convened to:

1. elect the 11 director nominees named in this Proxy Statement 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 Deloitte & Touche LLP as our independent registered public accounting firm for 2026; and

4. 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 April 1, 2026, 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, 2025, to the majority of our stockholders via the Internet. Accordingly, on or about April 8, 2026, 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 and the Company. To participate in the virtual Annual Meeting, you must first register athttps://web.viewproxy.com/sm-energy/2026 by 11:59 p.m. (EDT) on May 20, 2026. 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 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 20, 2026, and our invited guests. Guests who are not stockholders may not vote or ask questions during the Annual Meeting.

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 21, 2026. The Notice of Annual Meeting of Stockholders, the Proxy Statement for the 2026 Annual Meeting of Stockholders, and the Form 10-K for the fiscal year ended December 31, 2025, are available at https://web.viewproxy.com/sm-energy/2026

By Order of the Board of Directors,

James B. Lebeck

Executive Vice President - Chief Corporate Development Officer, General Counsel and Corporate Secretary

Denver, Colorado

April 8, 2026

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