SM Energy Company
12/19/2025 | Press release | Distributed by Public on 12/19/2025 15:21
Regulation FD Disclosure, Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 15, 2025, SM Energy Company (the "Company") announced that Kenneth J. Knott, its Senior Vice President - Business Development and Land, will conclude his service in his current role with the Company upon closing of the Mergers, as defined below. The Company anticipates that Mr. Knott will continue to contribute to the Company as an advisor after the closing of the Mergers, supporting transition and integration matters, on terms to be agreed upon.
Mr. Knott has served as a key leader of the Company for over 25 years, and the Company thanks Mr. Knott for his dedicated leadership.
Item 7.01 Regulation FD Disclosure.
As previously announced, on November 2, 2025, the Company, Cars Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company ("Merger Sub"), and Civitas Resources, Inc., a Delaware corporation ("Civitas"), entered into an Agreement and Plan of Merger pursuant to which (i) Merger Sub will merge with and into Civitas, with Civitas surviving as a wholly owned subsidiary of the Company (the "First Company Merger"), and (ii) immediately following the First Company Merger, Civitas as the surviving corporation will merge with and into the Company, with the Company continuing as the surviving corporation (the "Second Company Merger" and, together with the First Company Merger, the "Mergers").
The closing of the Mergers is subject to, among other things, the satisfaction or waiver of certain conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"). Early termination of the 30-day waiting period under the HSR Act was granted by the Federal Trade Commission effective December 18, 2025. The closing of the Mergers is expected to occur in the first quarter of 2026, subject to the satisfaction or waiver of customary closing conditions.
The information in this Item 7.01 is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
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