v3.26.1
Mergers, Acquisitions, and Divestitures (Tables)
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination
The following table presents consideration transferred and the preliminary purchase price allocation to the identifiable assets acquired and liabilities assumed based on respective estimated fair values as of the Closing Date of the Merger:
Preliminary Purchase Price Allocation
(in millions, except shares and per share amount)
Consideration transferred
Cash consideration transferred (1)
$226 
Shares of common stock issued
123,715,771
Closing price per share (2)
$19.47 
Equity consideration transferred (3)
$2,409 
Replacement equity award consideration transferred (attributable to pre-combination service)
$29 
Total consideration transferred
$2,664 
Assets acquired
Proved oil and gas properties
$7,537 
Unproved oil and gas properties
622 
Accounts receivable
433 
Wells in progress
386 
Other assets
251 
Cash and cash equivalents
177 
Derivative assets
167 
Total identifiable assets acquired
9,573 
Liabilities assumed
Senior Notes
5,090 
Accounts payable and accrued expenses
1,314 
Other noncurrent liabilities
351 
Asset retirement obligations
326 
Other current liabilities
90 
Derivative liabilities
62 
Deferred tax liabilities (assets), net (4)
(324)
Total liabilities assumed
6,909 
Net identifiable assets acquired
$2,664 
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(1)    Cash consideration transferred consists of $201 million of cash paid to extinguish Civitas’ revolving credit facility balance on the Closing Date, and $25 million of cash paid related to an employee retention program contemplated by the Merger Agreement which required no post-closing service condition and was fully earned prior to the Closing Date.
(2)    Based on the closing stock price of SM Energy common stock on January 30, 2026.
(3)    Amount represents non-cash investing activity and is calculated using actual shares issued, rounded to the nearest million.
(4)    Deferred tax amounts are recorded on a net basis by jurisdiction. Civitas’ deferred tax assets have been offset against our deferred tax liabilities, resulting in a net deferred tax liability balance.
Business Combination, Pro Forma Information Future results may vary significantly from the results reflected in the following pro forma information because of normal production declines, changes in commodity prices, future acquisitions and divestitures, future development and exploration activities, and other factors.
For the Three Months Ended
June 30,		For the Six Months Ended
June 30,
2026202520262025
(in millions, except per share data)
Pro forma oil, gas, and NGL production revenue$2,156 $1,839 $3,937 $3,871 
Pro forma net income$1,090 $469 $805 $842 
Pro forma basic net income per common share$4.56 $1.96 $3.36 $3.51 
Pro forma diluted net income per common share$4.53 $1.95 $3.35 $3.51