Core Viewpoint - The law firm Wohl & Fruchter LLP is investigating the fairness of the proposed sale of Civitas Resources Inc. to SM Energy Company, as the implied sale price of $30.29 per share is significantly lower than analysts' price targets and the company's 52-week high [1][2][4]. Summary by Sections Proposed Sale Details - Civitas Resources Inc. has agreed to be sold to SM Energy, with shareholders receiving 1.45 SM shares for each Civitas share, resulting in an implied sale price of $30.29 per share based on SM's closing price as of October 31, 2025 [1][4]. Stock Price Concerns - The stock price of SM has declined since the announcement of the deal, which has reduced the value of the consideration for Civitas shareholders [2][4]. - The implied sale price of $30.29 is below the price targets set by multiple Wall Street analysts, indicating potential undervaluation [2][5]. Analyst Price Targets - Analysts have set various price targets for Civitas, with estimates including: - Mark Lear of Piper Sandler: $47.00 per share - William Janela of Mizuho Securities: $45.00 per share - Scott Hanold of RBC Capital: $40.00 per share - Devin McDermott of Morgan Stanley: $39.00 per share - Josh Silverstein of UBS: $38.00 per share [7]. Investigation Rationale - The investigation focuses on whether the Civitas Board of Directors acted in the best interests of shareholders in approving the merger and if the exchange ratio is fair [6].

Core Points - SM Energy Company and Civitas Resources have announced a merger, marking a significant event in the history of both companies [2] - The conference call is intended to discuss the details and implications of the merger announcement [2][3] Company Overview - The merger is expected to create a stronger entity in the energy sector, combining resources and capabilities of both companies [2] - A press release and presentation regarding the merger have been made available on the companies' website for stakeholders [3] Forward-Looking Statements - The companies will be making forward-looking statements during the call, which include beliefs, goals, expectations, forecasts, and projections about future performance [3] - It is noted that actual results may differ materially from these forward-looking statements due to various factors [3][4]

Core Viewpoint - The law firm Halper Sadeh LLC is investigating the fairness of the merger between SM Energy Company and Civitas Resources, Inc. for SM Energy shareholders [1] Company Summary - Upon completion of the proposed merger, SM Energy shareholders will own approximately 48% of the combined company [1]

Summary of SM Energy Company and Civitas Resources Merger Conference Call Industry and Companies Involved - **Industry**: Energy, specifically oil and gas production - **Companies**: SM Energy Company (NYSE: SM) and Civitas Resources Core Points and Arguments 1. **Merger Announcement**: SM Energy and Civitas Resources have entered into a merger agreement, which is expected to create significant shareholder value through enhanced scale and synergies [5][6][10] 2. **Value Creation**: The merger is described as transformational, aiming to deliver superior value for both companies' stockholders by creating a larger, financially robust entity with significant free cash flow generation [5][6][10] 3. **Synergies**: Identified annual synergies are projected to be between $200 million and $300 million, with specific areas of savings including: - $70 million from overhead and G&A synergies - $100 million from drilling and completion efficiencies [14][15][17] 4. **Production and Reserves**: The combined company will hold over 800,000 net acres and produce approximately 526,000 barrels of oil equivalent per day, with estimated net proved reserves of nearly 1.5 billion barrels of oil equivalent [11][12] 5. **Debt Management**: The strategy includes prioritizing free cash flow for debt reduction, aiming for a leverage target of one time by year-end 2027, with a sustainable quarterly fixed dividend of $0.20 per share until that target is reached [10][18][19] 6. **Operational Excellence**: The merger is expected to enhance operational performance through the integration of technical teams and best practices from both companies, leveraging advanced technology and collaborative culture [13][16][41] 7. **Market Positioning**: The combined entity is positioned as a top-tier U.S. independent oil-focused producer, enhancing trading liquidity and appealing to a broader range of institutional investors [12][13] Other Important but Potentially Overlooked Content 1. **Integration Focus**: The immediate focus post-merger will be on successful integration and execution, with asset divestitures considered but not prioritized until 2026 [22][23][39] 2. **Environmental Commitment**: Both companies emphasize their commitment to safety and environmental standards, aiming to maintain a strong track record in sustainability [10][19] 3. **Future Growth**: The merger is not just about immediate financial metrics but also about long-term growth opportunities in various U.S. shale basins, particularly the Permian Basin [12][30][41] 4. **Management Structure**: Leadership roles and management structure post-merger are still being finalized, with a focus on maintaining operational efficiency and achieving synergies [47][48] This summary encapsulates the key points discussed during the conference call regarding the merger between SM Energy and Civitas Resources, highlighting the strategic rationale, expected synergies, and future outlook for the combined entity.

Transaction Overview - The transaction involves a combination of SM Energy and Civitas Resources, with an enterprise value of approximately $12.8 billion[10] - The deal is a stock-for-stock transaction, with 1.45 shares of SM Energy exchanged for each share of Civitas[10] - Pro forma ownership will be 48% for SM Energy and 52% for Civitas[10, 12] Scale and Portfolio - The combined company will have approximately 823,000 net acres across key U.S shale basins[13] - Q2'25 net production is estimated at 526 Mboe/d for the pro forma entity[13] - Year-end 2024 estimated net proved reserves are projected to be 1,476 MMBoe[13] Synergies and Financial Impact - The merger aims to achieve annual run-rate synergies of approximately $200 million to $300 million by 2027[30, 42] - Synergies are expected to come from overhead/G&A, D&C/Operational costs, and cost of capital efficiencies[30] - The combined company will prioritize debt reduction, targeting a 1.0x net leverage ratio by year-end 2027, assuming $65 NYMEX WTI and $3.50 Henry Hub prices[32, 33]

Transaction Overview - The transaction represents an enterprise value of approximately $12.8 billion[10] - The deal is a stock-for-stock transaction with an exchange ratio of 1.45 shares of SM Energy for each Civitas share[10] - Pro forma ownership will be 48% for SM Energy and 52% for Civitas[10, 12] Scale and Production - The combined company will have approximately 823,000 net acres[13] - Q2'25 net production is estimated to be 526 Mboe/d[13] - Year-end 2024 estimated net proved reserves are 1,476 MMBoe[13] Synergies and Financial Impact - The merger is expected to generate annual run-rate synergies of approximately $200 million to $300 million by 2027[30, 42] - The synergies are expected to come from overhead/G&A, D&C/Operational costs, and cost of capital[30] - The combined company aims to achieve a net leverage ratio of 1.0x by year-end 2027[32] Capital Allocation - The company plans to maintain a sustainable quarterly fixed dividend of $0.20 per share[35]

Financial Performance - For the three months ended September 30, 2025, oil, gas, and NGL production revenue was $811,009,000, an increase of 26.3% compared to $642,380,000 for the same period in 2024[15] - Total operating revenues and other income for the nine months ended September 30, 2025, reached $2,449,078,000, up from $1,838,038,000 in 2024, reflecting a growth of 33.3%[15] - Net income for the three months ended September 30, 2025, was $155,088,000, a decrease of 35.5% from $240,523,000 in the same period of 2024[15] - Net income for the nine months ended September 30, 2025, was $539,022,000, compared to $582,015,000 for the same period in 2024, reflecting a decrease of approximately 7.4%[24] - Total operating revenues for the three months ended September 30, 2025, were $811.6 million, a 26.1% increase from $643.6 million in the same period of 2024[74] - Net income for the E&P Segment for the three months ended September 30, 2025, was $155.1 million, a decrease of 35.5% from $240.5 million in the same period of 2024[74] Assets and Liabilities - The company reported total current assets of $632,958,000 as of September 30, 2025, compared to $434,699,000 at the end of 2024, representing a 45.6% increase[13] - Total assets increased to $9,089,500,000 as of September 30, 2025, from $8,576,647,000 at the end of 2024, marking a growth of 5.9%[13] - The company’s total liabilities decreased from $4,339,390,000 at the end of 2024 to $4,376,413,000 as of September 30, 2025, indicating a slight increase of 0.9%[13] - The total stockholders' equity as of September 30, 2025, was $4,713,087,000, an increase from $4,061,546,000 as of September 30, 2024[21] Cash Flow and Capital Expenditures - Total cash provided by operating activities for the nine months ended September 30, 2025, was $1,559,088,000, an increase of 29.5% from $1,204,645,000 in 2024[24] - Capital expenditures for the nine months ended September 30, 2025, were $1,221,736,000, up from $957,156,000 in 2024, indicating a 27.6% increase[24] - The company declared net cash dividends of $0.20 per share, totaling $68,776,000 for the nine months ended September 30, 2025, compared to $62,136,000 in 2024[24] Stock and Compensation - The Company finalized the Uinta Basin Acquisition with a purchase price of $2.1 billion during the first quarter of 2025[76] - The 2025 Equity Incentive Compensation Plan authorized an increase of approximately 2.0 million shares available for grant, with 2.5 million shares available as of September 30, 2025[77] - A total of 374,692 Performance Share Units (PSUs) were granted in 2025, with a grant date fair value of $10.3 million[79] - Total compensation expense for PSUs was $1.8 million for the three months ended September 30, 2025, compared to $1.1 million in 2024[80] - The Company granted 981,046 Restricted Stock Units (RSUs) with a grant date fair value of $25.8 million during the nine months ended September 30, 2025[84] - Total compensation expense for RSUs was $5.1 million for the three months ended September 30, 2025, compared to $4.5 million in 2024[85] - The Company issued 90,314 shares under the Employee Stock Purchase Plan (ESPP) during the nine months ended September 30, 2025, generating total proceeds of $1.9 million[88] Mergers and Acquisitions - The company anticipates benefits from the pending merger with Civitas, although risks related to the merger's consummation and integration were highlighted[10] - The Company entered into a Merger Agreement with Civitas Resources, Inc., where Civitas shareholders will receive 1.45 shares of the Company's common stock for each share of Civitas[89] Derivative Contracts and Financial Instruments - The Company has commodity derivative contracts in place with terms through the third quarter of 2027, including oil and gas swaps and collars[55] - As of September 30, 2025, the weighted-average contract price for NYMEX WTI oil swaps was $67.91 per barrel for the fourth quarter of 2025[58] - The Company’s total derivative liabilities were $14.740 million as of September 30, 2025, slightly up from $14.200 million as of December 31, 2024[61] - The company does not designate its commodity derivative contracts as hedging instruments, which affects the accounting treatment of these contracts[60] Other Financial Metrics - Basic net income per common share for the three months ended September 30, 2025, was $1.35, down from $2.10 in the same period of 2024[15] - The effective tax rate for the three months ended September 30, 2025, was 24.1%, compared to 19.2% for the same period in 2024[39] - The Company recorded an income tax expense of $49.2 million for the three months ended September 30, 2025, compared to $57.1 million in 2024[39] - The Company was in compliance with all financial and non-financial covenants as of September 30, 2025[49]

Mergers and Acquisitions - SM Energy and Civitas Resources agreed to combine in an all-stock transaction [1]

News Release EXHIBIT 99.1 SM ENERGY REPORTS THIRD QUARTER 2025 FINANCIAL AND OPERATING RESULTS; CONTINUED OPERATIONAL EXCELLENCE DRIVES FINANCIAL BEAT DENVER, CO November 3, 2025 - SM Energy Company (the "Company") (NYSE: SM) today reported financial and operating results for the third quarter 2025 and provided certain full year and fourth quarter 2025 guidance. Highlights include: Additionally, on October 13, 2025, the Company's lender group unanimously reaffirmed the Company's borrowing base at $3.0 billi ...

Core Insights - SM Energy Company reported record production for the third quarter of 2025, achieving net production volumes of 19.7 million barrels of oil equivalent (MMBoe), with over 53% being oil [4][10] - The company maintained strong cash production margins despite lower oil prices, demonstrating operational efficiencies and disciplined capital allocation [3][10] - The company returned $35.1 million to stockholders through dividends and share repurchases, reflecting its commitment to stockholder returns [3][17] Financial Performance - Net income for the third quarter of 2025 was $155.1 million, or $1.35 per diluted share, down from $240.5 million, or $2.09 per diluted share, in the same period of 2024 [7][10] - Net cash provided by operating activities increased by 33% year-over-year to $557.5 million, driven by higher production volumes and a favorable net derivative settlement gain [8][10] - Adjusted EBITDAX for the third quarter was $588.2 million, a 22% increase from $481.5 million in the same period of 2024 [12] Production and Pricing - The company’s oil production averaged 113.9 thousand barrels per day (MBbl/d), with total production comprising 39% from the Midland Basin, 40% from South Texas, and 21% from the Uinta Basin [4][10] - Realized prices for oil were $63.83 per barrel before hedges, while natural gas averaged $2.19 per thousand cubic feet (Mcf) [5][11] - The company experienced a 26% increase in total net daily production and a 47% increase in net daily oil production compared to the third quarter of 2024 [10] Capital Expenditures and Activity - Capital expenditures for the third quarter totaled $397.7 million, with $323.2 million after adjustments, including investments in high-return wells expected to come online in 2026 [14][16] - The company drilled 24 net wells during the quarter, with significant activity in the Midland Basin, South Texas, and Uinta Basin [14][15] Guidance and Future Outlook - For the fourth quarter of 2025, the company expects production between 207-208 MBoe/d, with approximately 50% of expected net oil production hedged at an average price of $63.14 per barrel [23] - Full-year capital expenditures are projected to range from $1.375 billion to $1.395 billion, reflecting ongoing investments in high-quality assets [23]