NYSEEnergyOil & Gas Exploration & ProductionS&P SmallCap 600
$29.92
+0.29 (+0.98%)
Close of Nov 06, 2026 · end-of-day data
SM 8-K filings in 2026
Every material Form 8-K SM Energy filed with the SEC in 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
SM Energy reported third-quarter 2026 total operating revenues and other income of $2.17 billion, up from $812 million a year earlier, but net income fell to $93 million, or $0.39 per diluted share, from $155 million, or $1.35, in the prior-year quarter. The company lowered its full-year 2026 oil production guidance to 220-222 MBbl/d, citing transitory factors, while keeping capital expenditures at about $2.75 billion.
Total operating revenues and other income were $2.17 billion, compared with $812 million in the third quarter of 2025.
Net income was $93 million, or $0.39 per diluted share, including a $477 million non-cash loss from changes in the fair value of commodity derivative contracts.
Full-year 2026 oil production guidance was lowered by 1% to 220-222 MBbl/d; total production guidance was narrowed to 420-422 MBoe/d.
Net debt was reduced to $6.0 billion from $7.4 billion at March 31, 2026, after redeeming all $417 million of 6.625% Senior Notes due 2027.
SM Energy said in a preliminary Item 2.02 filing that it anticipates a net derivative settlement loss of $207 million for the third quarter of 2026. The filing also gives average realized prices for oil, gas and NGLs for the quarter, but it is not a full earnings release and does not estimate third quarter earnings. Shareholders should note the figures are preliminary and unaudited, with full results to come later.
Anticipated net derivative settlement loss for Q3 2026: $207 million, excluding changes in fair value of unsettled positions
Average realized oil price for Q3 2026 (before net derivative settlements): $85.76 per barrel
Average realized gas price: $2.48 per Mcf; NGLs: $29.40 per barrel
Changes in fair value of unsettled derivatives could be material and will be reported with third quarter results
SM Energy reported second-quarter 2026 net income of $1.07 billion, or $4.46 per diluted share, compared with $202 million, or $1.76 per share, a year earlier, on total operating revenues and other income of $2.5 billion. The company raised its second-half 2026 production guidance to 435–440 MBoe/d, kept full-year capital guidance at $2.65–$2.85 billion, and lowered recurring general and administrative guidance by $50 million at the midpoint. It also said it will redeem all $417 million of its 6.625% Senior Notes due 2027, which would retire all Senior Notes due through mid-2028.
Net income of $1,071 million ($4.46 per diluted share) versus $202 million ($1.76) in the second quarter of 2025; total operating revenues and other income were $2.5 billion versus $793 million.
Second-half 2026 production guidance raised to 435–440 MBoe/d from 430 MBoe/d; full-year 2026 capital guidance of $2.65–$2.85 billion was maintained.
Full-year 2026 recurring G&A guidance lowered by $50 million at the midpoint; $137 million returned to stockholders in the quarter through dividends and share repurchases.
Notice of full redemption of the $416,791,000 6.625% Senior Notes due 2027 at 100% of principal plus accrued and unpaid interest.
SM Energy said it expects a net derivative settlement loss of about $220 million for the second quarter of 2026. Its average realized oil price before derivative settlements was $96.85 per barrel, but $80.62 per barrel after them, so hedging reduced the oil price it realized. The figures are preliminary, the filing does not give revenue, earnings per share or full-year guidance, and results remain subject to the company's closing process.
Average oil price realized before derivative settlements was $96.85 per Bbl for the three months ended June 30, 2026; after net derivative settlements it was $80.62 per Bbl.
Average gas price realized was $0.17 per Mcf before and $1.54 per Mcf after net derivative settlements.
Average NGL price realized was $24.69 per Bbl before and $24.83 per Bbl after net derivative settlements.
The company anticipates a net derivative settlement loss of approximately $220 million for the second quarter of 2026.
On May 21, 2026, SM Energy's board raised long-term incentive targets for CEO Elizabeth A. McDonald to $5,800,000 and COO Blake D. McKenna to $2,400,000, and the compensation committee amended McDonald's change of control severance agreement. At the same day's annual meeting, stockholders re-elected all incumbent directors, approved executive pay in a non-binding vote, and ratified Deloitte & Touche LLP as auditor for 2026. For shareholders, the filing shows higher pay targets for two executives and an updated change of control payout structure, with no change in leadership.
Board increased McDonald's long-term incentive target to $5,800,000, granted 40% as restricted stock units and 60% as performance share units.
Board increased McKenna's long-term incentive target to $2,400,000, granted 50% as restricted stock units and 50% as performance share units.
McDonald's amended change of control agreement provides a lump sum of three times base salary plus other amounts if she is terminated within two and one-half years after a change of control.
Stockholders approved executive pay in a non-binding vote with 181,729,629 for and 9,041,702 against; Deloitte & Touche LLP was ratified with 215,183,397 for and 325,601 against.
SM Energy reported a first-quarter 2026 net loss of $335 million, or $1.68 per diluted share, compared with net income of $182 million a year earlier, mainly due to a $697 million net derivative loss tied to a sharp rise in forward oil prices. Production revenue rose to $1.48 billion from $840 million, and the company raised its full-year 2026 production guidance to 410–430 MBoe/d while keeping capital expenditure guidance at $2.65–$2.85 billion. For shareholders, the results combine higher sales and output with a GAAP loss.
Net loss of $335 million ($1.68 per diluted share) vs. net income of $182 million ($1.59 per diluted share) in Q1 2025; adjusted net income was $1.55 per diluted share
Oil, gas, and NGL production revenue of $1.48 billion vs. $840 million a year earlier; average net daily production of 371.2 MBoe/d
Full-year 2026 production guidance raised to 410–430 MBoe/d from 400–420 MBoe/d; capital expenditure guidance reaffirmed at $2.65–$2.85 billion
Closed $950 million South Texas divestiture on April 30, 2026; $819 million of 2026 Senior Notes to be redeemed
SM Energy completed the sale of about 61,000 net acres in Webb County, Texas, to Caturus Energy on April 30, 2026, for a cash purchase price of $950 million, with net cash proceeds of about $900 million after preliminary adjustments. The company plans to use the proceeds to redeem in full $819 million of its 2026 senior notes at par, which it says advances its $1.0 billion-plus divestiture target and its goal of strengthening the balance sheet.
Sale of about 61,000 net acres in Webb County, Texas, to Caturus Energy closed April 30, 2026, under a purchase agreement signed February 17, 2026.
Net cash proceeds of about $900 million; the final purchase price remains subject to customary post-closing adjustments.
Planned full redemption at par of $819 million of 2026 senior notes: $419 million of 6.75% notes (June 1, 2026) and $400 million of 5.0% notes (May 11, 2026).
Lender commitments of $2.5 billion and a borrowing base of $5.0 billion were reaffirmed after the sale.
SM Energy released preliminary first-quarter 2026 operating figures, including average realized oil prices of $69.56 per barrel after derivative settlements and an expected net derivative settlement loss of $30 million. The filing does not estimate first-quarter earnings, and the figures remain subject to completion of the company's financial reporting process. For shareholders, this gives early price and share-count data but no profit measure.
Oil realized price was $73.69 per barrel before and $69.56 per barrel after net derivative settlements
Gas realized price was $1.72 per Mcf before and $2.27 per Mcf after net derivative settlements
The company anticipates a net derivative settlement loss of $30 million for the first quarter of 2026
As of March 31, 2026, the company had 239,696,577 shares issued and outstanding, with 200 million diluted weighted-average shares for the quarter
SM Energy issued and sold $1.0 billion of 6.625% Senior Notes due April 15, 2034, under a March 4, 2026 purchase agreement and a March 9, 2026 indenture with U.S. Bank Trust Company as trustee. The filing adds $1.0 billion of long-term debt with a fixed annual interest rate and restrictions on additional debt, dividends and asset sales, which shareholders should weigh against the company's existing obligations.
Principal amount: $1.0 billion of 6.625% Senior Notes due April 15, 2034, sold to BofA Securities as representative of the initial purchasers.
Interest payable semi-annually on April 15 and October 15, starting October 15, 2026.
Company may redeem up to 40% of the notes before April 15, 2029 at 106.625% of principal using certain equity offering proceeds; full redemption is allowed at a make-whole premium before that date.
Indenture limits the company's ability to incur additional debt, pay certain dividends, sell assets and merge, and includes events of default such as a $100.0 million cross-default threshold.
SM Energy reported fourth-quarter and full-year 2025 results and said its board increased the fixed dividend policy, declaring a $0.22 per share dividend. Full-year total revenue rose to $3.15 billion from $2.69 billion, but full-year net income fell to $648 million from $770 million, and fourth-quarter net income fell to $109 million from $188 million. The 2026 outlook is in a separate press release (Exhibit 99.2) that is not included in the text provided.
Q4 2025 net income was $109 million, or $0.95 per diluted share, versus $188 million, or $1.64, a year earlier; Q4 total revenue was $705 million versus $852 million.
Full-year 2025 net income was $648 million, or $5.64 per diluted share, versus $770 million, or $6.67, in 2024; full-year total revenue was $3.15 billion versus $2.69 billion.
Full-year 2025 Adjusted EBITDAX was $2.26 billion, 13% higher than 2024, according to the company.
The board approved a $0.22 per share dividend payable March 23, 2026, to stockholders of record at the close of business on March 9, 2026.
SM Energy agreed on February 17, 2026, to sell about 61,000 net acres and related assets in its southern Maverick Basin position in Webb County, Texas, to Caturus Energy for $950 million in cash, subject to customary adjustments. The company said it expects to use the proceeds mainly to reduce debt, and the deal is expected to close in the second quarter of 2026, subject to closing conditions including regulatory clearance and consents.
Cash purchase price of $950 million, subject to customary purchase price adjustments; Caturus deposited seven and one-half percent of the unadjusted price into escrow.
Assets include about 260 producing wells, with 2026 production expected at 37-39 MBoe/d and asset-level cash flows of about $160 million for the full year, excluding corporate burdens.
Expected closing in the second quarter of 2026 with an effective date of February 1, 2026; closing depends on Hart-Scott-Rodino waiting period expiration and required consents.
CEO Beth McDonald said the sale largely accomplishes a key priority of selling more than $1.0 billion in assets, and the company plans to share its updated return-of-capital program when it reports earnings next week.
SM Energy completed its all-stock merger with Civitas Resources on January 30, 2026, and the combined company will keep the SM ticker. The company also amended its credit agreement, raising lender commitments and the borrowing base and extending the facility's maturity, and it assumed Civitas's senior notes, which now add to its debt.
Both companies' stockholders approved the merger on January 27, 2026; Beth McDonald became CEO and the board grew to 11 members.
Revolving commitments rose from $2.0 billion to $2.5 billion, the borrowing base rose from $3.0 billion to $5.0 billion, and maturity was extended to January 30, 2031.
The company assumed five series of Civitas senior notes, with coupons from 5.000% to 9.625% and maturities from 2026 to 2033.
The company said it expects $200 million to $300 million in annual synergies and at least $1.0 billion in divestitures over the next year.
SM Energy said its board appointed Elizabeth A. McDonald as President and Chief Executive Officer and Blake D. McKenna as Executive Vice President and Chief Operating Officer, both effective at the closing of the second merger with Civitas Resources under the November 2, 2025 merger agreement. Herbert S. Vogel will no longer serve as CEO at that closing, and four directors resigned effective at the first merger closing. For shareholders, these changes set the leadership of the combined company, and the mergers are still pending.
Elizabeth A. McDonald to become President and CEO effective at the closing of the second merger, with a $900,000 base salary, a 120% short-term incentive target and a $5,300,000 long-term incentive target.
Blake D. McKenna to become Executive Vice President and Chief Operating Officer, with a $550,000 base salary, a 100% short-term incentive target and a $2,200,000 long-term incentive target.
Herbert S. Vogel will no longer serve as CEO effective at the second merger closing; Carla J. Bailo, Anita M. Powers, William D. Sullivan and Herbert S. Vogel resigned as directors, effective at the first merger closing.
Board to expand to 11 members with six new directors, including Elizabeth A. McDonald; Julio M. Quintana will continue as Chairman of the Board.
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