SM Energy Company and Civitas Resources, Inc. have entered into a definitive agreement to combine in an all-stock transaction. Under the terms of the agreement, Civitas stockholders will receive 1.45 shares of SM Energy common stock for each Civitas share they hold. Once completed, current SM Energy stockholders will own approximately 48% of the combined company, while Civitas stockholders will own about 52% on a fully diluted basis. The combined company is expected to have an enterprise value of approximately $12.8 billion, based on the companies' closing share prices as of October 31, 2025. Leadership from both companies anticipates the merger will create significant accretion on key financial metrics, generate substantial free cash flow to reduce debt, and maintain a sustainable quarterly fixed dividend of $0.20 per share.