SM Energy Co.

Offering a series of senior unsecured notes due 2026. The net proceeds will pay a portion of the purchase price for SM Energy’s acquisition of all of the outstanding membership interests of an entity holding undeveloped leasehold interests, producing wells and associated infrastructure assets in the Midland Basin from Rock Oil Holdings LLC. They will also support general corporate purposes if this acquisition does not close. BofA Merrill Lynch, J.P. Morgan and Wells Fargo Securities are joint book-running managers.