SM Energy Company Announces Board and Executive Changes

As previously announced, on November 2, 2025, SM Energy Company, Cars Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (?Merger Sub?), and Civitas Resources Inc., 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, and (ii) immediately following the First Merger, Civitas as the surviving corporation will merge with and into the Company, with the Company continuing as the surviving corporation. On January 20, 2026, each of Carla J. Bailo, Anita M. Powers, William D. Sullivan and Herbert S. Vogel delivered a letter effectuating his or her resignation as a director of the Company, contingent upon the closing of the First Merger, and effective as of the closing of the First Merger they will each cease being a director of Company. These resignations are not a result of any disagreements between the Company and the applicable directors on any matter relating to the Company?s operations, policies or practices.

Consistent with the Company?s previously reported intentions and in accordance with the terms of the Merger Agreement, on January 20, 2026, the Board of Directors of the Company adopted resolutions to be effective as of the closing of the First Merger that increased the size of the Board to 11 members and appointed Elizabeth A. McDonald, Morris R. Clark, Carrie M. Fox, Lloyd W. ?Billy? Helms, Jr., Wouter van Kempen and Howard A. Willard III to the Board, to serve until the next annual meeting of the Company?s stockholders or until their successors shall be elected and qualified or until their earlier resignation or removal. Each of the New Directors, other than Ms. McDonald, along with all other members of the Board, will be eligible to receive the standard annual non-employee director compensation for serving on the Board beginning after, and subject to reelection at, the Company?s next annual meeting of stockholders.

For a description of the compensation program for the Company?s non-employee directors, see the Company?s proxy statement for its 2025 annual meeting of stockholders, filed with the SEC on April 7, 2025. Effective as of the closing of the First Merger, in accordance with the terms of the Merger Agreement, the Board made the following committee appointments: (i) Ramiro G. Peru, Lloyd W. ?Billy? Helms, Jr., Morris R. Clark, Carrie M. Fox, Rose M. Robeson and Ashwin Venkatraman were appointed to serve on the Audit Committee, (ii) Howard A. Willard III, Wouter van Kempen, Rose M. Robeson and Barton R. Brookman were appointed to serve on the Compensation Committee; (iii) Wouter van Kempen, Howard A. Willard III, Barton R. Brookman and Julio M. Quintana were appointed to serve on the Governance and Sustainability Committee; (iv) Ramiro G. Peru was appointed to serve as the Chairman of the Audit Committee; (v) Howard A. Willard III was appointed to serve as the Chairman of the Compensation Committee, and (vi) Wouter van Kempen was appointed to serve as the Chairman of the Governance and Sustainability Committee.

The Board also dissolved its Executive Committee effective as of the closing of the First Merger. Mr. Quintana will continue to serve as Chairman of the Board. Elizabeth A. McDonald, age 47, joined the Company as Executive Vice President and Chief Operating Officer in September 2024, and, in September 2025, was appointed to the position of President and Chief Operating Officer.

Prior to joining the Company, Ms. McDonald most recently served as Executive Vice President ? Strategic Planning, Field Development and Marketing for Pioneer Natural Resources Company. For approximately the last twenty years, Ms. McDonald worked in roles of increasing responsibility at Pioneer, holding leadership positions focusing on both the Permian Basin and South Texas.

Prior to joining Pioneer, Ms. McDonald held various engineering roles at Hess Corporation and Total E&P USA. Ms. McDonald has over 23 years of experience in the oil and gas industry. Ms. McDonald currently serves as an Industry Board Member for the Harold Vance Department of Petroleum Engineering at Texas A&M University and is a member of Advancing Women Executives in Energy.

Blake D. McKenna, age 39, joined the Company as Senior Vice President ? Strategic Planning and Corporate Reserves in April 2025. In May 2025, Mr. McKenna was appointed to the position of Senior Vice President ?

Texas. He previously co-founded and served as President and Chief Operating Officer of XCL Resources from April 2018 to January 2025. Mr. McKenna has more than 19 years of experience in the energy industry.

Prior to XCL Resources, Mr. McKenna was with Vitesse Energy and EOG Resources, serving in operational, technical, business development and planning roles of increasing responsibility in both conventional and unconventional fields across many different basins.