SM Energy Co 8-K

What Happened

• On February 17, 2026, SM Energy Company (SM) entered into a Purchase and Sale Agreement with Caturus Energy, LLC (and, for a limited purpose, Caturus Holdco, LLC) to sell certain producing and non-producing assets in its southern Maverick Basin position in Webb County, Texas. The assets encompass approximately 61,000 net acres. The agreed aggregate cash consideration is $950,000,000, subject to customary purchase price adjustments. The purchaser deposited cash equal to 7.5% of the unadjusted purchase price into escrow upon execution. SM issued a related press release on February 18, 2026.

Key Details

• Purchase and Sale Agreement signed: February 17, 2026 (press release Feb 18, 2026).
• Assets: ~61,000 net acres in southern Maverick Basin (Webb County, TX), producing and non‑producing.
• Consideration: $950,000,000 cash (subject to customary adjustments); purchaser deposited 7.5% of unadjusted purchase price into escrow at signing.
• Timing and conditions: Transaction expected to close in Q2 2026 and is subject to customary closing conditions, including Hart‑Scott‑Rodino clearance and required consents; closing is not guaranteed.

Why It Matters

• If completed, SM will receive substantial cash proceeds (aggregate $950M before adjustments) that will affect the company’s cash position once the transaction closes. Investors should note the sale is conditional on regulatory clearance and other consents, and the company has disclosed forward‑looking risks around timing and final price.