SM Energy Co

This Proxy Statement Summary highlights important information presented throughout this 2026 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, 2025 (the “2025 Annual Report”), prior to voting.

Annual Meeting Information

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 2026 Director Nominees:

Business Highlights: 2025 - A Year of Record Performance

In 2025, we executed our core strategic objectives by achieving record operating cash flow and production, reducing net debt, returning capital to our stockholders, and expanding our top-tier inventory through the successful integration of the Uinta Basin asset acquired in 2024 and entering into a merger agreement (the “Merger Agreement”) with Civitas Resources, Inc. (“Civitas”), which closed on January 30th, 2026 (the “Merger”).

(1) Adjusted EBITDAX represents net income (loss) before interest expense, interest income, income taxes, depletion, depreciation, amortization and asset retirement obligation liability accretion expense, exploration expense, property abandonment and impairment expense, non-cash stock-based compensation expense, derivative gains and losses net of settlements, gains and losses on divestitures, gains and losses on extinguishment of debt, and certain other items. Net debt is calculated as the total principal amount of outstanding senior unsecured notes plus amounts drawn on the revolving credit facility less cash and cash equivalents.

(2) Total capital returned to stockholders includes $92 million in dividends and $12 million of shares repurchased.

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, and in June 2024, our Board reauthorized and extended the program through 2027 (the “Stock Repurchase Program”). During 2025, we returned $104 million of capital to our stockholders through payment of our fixed dividend and our Stock Repurchase Program (collectively, our “Capital Return Program”). From implementation of the Capital Return Program through year-end 2025, we have repurchased approximately 10.5 million shares and paid approximately $267 million in dividends, bringing our total return of capital to our stockholders to approximately $648 million during that period. In February of 2026, we announced an increase in our fixed dividend policy of 10 percent to $0.88 per share per annum (paid quarterly), representing a dividend yield of approximately three percent as of the date of this Proxy Statement. Additionally, we expect to allocate approximately 20 percent of our quarterly 2026 free cash flow (after payment of dividends) to share repurchases, which allocation is expected to increase as leverage and absolute debt levels decline. We believe that our Capital Return Program, which we intend to fund with cash flow from operations, will be sustainable and will create long-term value for our stockholders.

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 objectives, 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 relative to our peer group and other established corporate goals over a three-year period. The following table depicts the primary components of our 2025 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 and answer questions so that our Board has the information required to understand and respond to our stockholders’ concerns. 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 are focused on sustainably growing value for all of our stakeholders by deploying our technical excellence and exceptional execution to improve and optimize our high-quality asset portfolio, generate cash flows, and maintain a disciplined, strong balance sheet. Our team executes our strategy by prioritizing safety, technological innovation, and stewardship of natural resources, all of which are integral to our corporate culture.

Our Company 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;

•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

•support for 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 follows a Goal Zero Program with the following objectives: Zero Distractions, Zero Excuses, Zero Shortcuts, and 100% Committed, to improve 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 2025 charitable giving by employees and the corresponding corporate match.Sustainability and Human Capital HighlightsDuring 2025, we prioritized sustainability and stewardship initiatives by:•continuing to achieve our Texas flaring and methane targets; •remaining on track toward our 2030 goal of reducing Scope 1 and Scope 2 greenhouse gas emissions intensity by 50% from our 2019 baseline;•reducing our flaring percentage by 74% and lowering our emissions intensity by 26% since 2019; and•enhancing responsible water management by increasing produced water recycling to 40%.

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 foster 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 strive to provide equal employment opportunities to all employees and job applicants. On an annual basis, we review our practices for any indication of discrimination and to promote pay equity. In 2025, no discriminatory practices were identified, and no evidence of discrimination or material pay inequity was 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.