sm-20260407

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.)


Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12



SM Energy Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x			No fee required.
o			Fee paid previously with preliminary materials.
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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2026 Proxy Statement



Notice of Annual Meeting of Stockholders May 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. Quintana Chairman of the Board

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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 at https://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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TABLE OF CONTENTS


PROXY STATEMENT SUMMARY	1	CEO Pay Ratio	52
		Pay Versus Performance	54
CORPORATE GOVERNANCE	7
Overview	7	PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE
Board and Committee Independence	7	COMPENSATION	57
Board Leadership Structure	7
Stockholder Engagement	8	DIRECTOR COMPENSATION	59
Corporate Responsibility and our Commitment to		2025 Non-Employee Director Compensation	59
Sustainability	8	General Overview	59
Human Capital	8
Board and Committee Meetings	9	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
Committee Functions	10	OWNERS AND MANAGEMENT	60
Risk Oversight	11	Common Stock	60
Director Nominations and Qualifications	12	Section 16(a) Beneficial Ownership Reporting	62
Communications with our Board	14	Restricted Stock Units and Performance Share Units	62

PROPOSAL 1—ELECTION OF DIRECTORS	15	REPORT OF THE AUDIT COMMITTEE	62
Director Nominee Core Competencies and Composition		Audit Committee Pre-Approval Policy and Procedures	63
Highlights	16
Director Nominees	17	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	64

INFORMATION ABOUT OUR EXECUTIVE OFFICERS	25	PROPOSAL 3—RATIFICATION OF THE APPOINTMENT OF
		DELOITTE & TOUCHE LLP AS OUR
COMPENSATION DISCUSSION AND ANALYSIS	27	INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	66
Section 1—Aligning Strategy with Stockholder Value
Creation: Our Compensation Philosophy and Objectives	27	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	67
Section 2—2025 Business Highlights and Capital Return		Policies and Procedures on Transactions with Related Persons	67
Program	29	Transactions with Related Persons	67
Section 3—Competitive Positioning: Selection and Purpose		Compensation Committee Interlocks and Insider Participation	68
of Our Comparative Peer Group	30
Section 4—Primary Elements of 2025 Compensation and		VOTING, ATTENDANCE, AND OTHER MATTERS	69
Executive Compensation Results	30	Who Can Vote	69
Section 5—Compensation Determination Process	39	Quorum	69
Section 6—Other Compensation Matters	41	How to Vote	69
Section 7—CEO and Officer Transitions	44	Stockholders of Record and Street Name Holders	69
Compensation Committee Report	44	Participating in the Virtual Annual Meeting	70
		Annual Meeting Webcast	70
EXECUTIVE COMPENSATION TABLES	45	Submitting Questions at the Annual Meeting	70
Summary Compensation Table	45	Experiencing Technical Difficulties	70
Grants of Plan-Based Awards in 2025	45	Voting Requirements; Vote Treatment	70
Outstanding Equity Awards at 202 5 Year-End	47	Stockholders Sharing the Same Address	71
2025 Stock Vested	48	Revoking a Proxy	72
Pension Benefits	48	Payment of Proxy Solicitation Costs	72
Non-Qualified Deferred Compensation for 2025	49	Stockholder Proposals for the 2027 Annual Meeting
Potential Payments Upon Termination or Change of Control	49	of Stockholders	72
Equity Compensation Plans	52	Other Available Information	73

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PROXY STATEMENT SUMMARY

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


DATE & TIME	PLACE	RECORD DATE	VOTING
Thursday, May 21, 2026 3:30 p.m. Mountain Time	Via the Internet Stockholders must register at https://web.viewproxy.com/sm-energy/2026 by 11:59 p.m. (EDT) on May 20, 2026	April 1, 2026	Stockholders of record at the close of business on the Record Date may vote their shares at the Annual Meeting


Proposals and Voting Recommendations		Voting Recommendation	Page
Proposal 1:	Election of the 11 directors named in this Proxy Statement.	FOR each nominee	15
Proposal 2:	Advisory vote to approve the compensation of our named executive officers.	FOR	57
Proposal 3:	Ratification of the appointment by our Audit Committee of Deloitte & Touche, LLP as our independent registered public accounting firm for 2026.	FOR	66

How to Vote Your Shares

ONLINE

CALL

MAIL

Vote online prior to or during the
Annual Meeting per the instructions
on your proxy or voting instruction card.

Vote by phone by calling the
phone number on your
proxy or voting instruction card.

If you have received a printed
version of these proxy materials,
vote by signing, dating, and
returning your proxy card by mail.

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.

SEC Form DEF 14A filed by SM Energy Company