UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

June 9, 2021

SM Energy Company

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (303) 861-8140

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On June 9, 2021, SM Energy Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., acting as the representative of the several underwriters named therein (the “Underwriters”), providing for the issuance and sale by the Company (the “Offering”) of $400 million aggregate principal amount of the Company’s 6.500% Senior Notes due 2028 (the “Notes”). The Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 (Registration No. 333-226597), as amended (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on August 6, 2018, as supplemented by a prospectus supplement dated June 9, 2021, filed by the Company with the Commission on June 10, 2021 pursuant to Rule 424(b)(5) of the Securities Act (the “Prospectus Supplement”).

Pursuant to the Underwriting Agreement, the Company agreed, among other things, to indemnify the Underwriters against certain liabilities, including liabilities arising under the Securities Act, or to contribute to payments the Underwriters may be required to make in respect of those liabilities. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to this exhibit.

The Company intends to use the net proceeds from the Offering, as described in the Prospectus Supplement under the caption “Use of Proceeds,” to fund the concurrent cash tender offer (the “Tender Offer”) to purchase (i) any and all of its 6.125% Senior Notes due 2022 (the “2022 Notes”) and (ii) up to an aggregate principal amount not to exceed $130,000,000 of its 5.000% Senior Notes due 2024 (the “2024 Notes,” and together with the 2022 Notes, the “Tender Offer Notes”). The Company expects to use any proceeds remaining after the Tender Offer for general corporate purposes, which may include the repurchase or redemption of some or all of the Tender Offer Notes.

Some of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Company and its affiliates, for which they received or will receive customary fees and expense reimbursement. Affiliates of certain of the Underwriters are agents, arrangers and/or lenders under the Company’s credit facility. In addition, an affiliate of one of the Underwriters is the trustee under the indenture for the Notes. Certain of the Underwriters and/or their affiliates hold certain of the Tender Offer Notes and, to the extent the Underwriters and/or their affiliates tender 2022 Notes or 2024 Notes in the Tender Offer or have their 2022 Notes or 2024 Notes redeemed, they may receive a portion of the net proceeds from the Offering.

On June 9, 2021, the Company issued a press release announcing the pricing of the Offering.  A copy of the press release is furnished hereto as Exhibit 99.1. In accordance with General Instruction B.2. of Form 8-K, this press release is deemed “furnished” and shall not be deemed 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, nor shall such information or Exhibit be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements as defined under the federal securities laws, including statements regarding the intended use of Offering proceeds, the anticipated closing date of the Offering, other aspects of the Offering and the completion of the Tender Offer. Although the Company believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. In addition, these statements are subject to certain risks, uncertainties and other assumptions that are difficult to predict and may be beyond the Company’s control, including market conditions, customary Offering closing conditions, other factors described in the prospectus supplement and accompanying prospectus for the Offering and other conditions with respect to the Tender Offer set forth in the Offer to Purchase and Consent Solicitation Statement related to the Tender Offer. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from what the Company anticipated, estimated, projected or expected.

Investors are encouraged to closely consider the disclosures and risk factors contained in the Company’s annual and quarterly reports filed from time to time with the Commission and in the Prospectus Supplement and related prospectus for the Offering. The forward-looking statements contained herein speak only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.