Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On December 21, 2022, SM Energy Company ("Company") announced that Lehman E.
Newton, III, its Senior Vice President - Operations, has advised its Board of
Directors of his intention to resign from his current position effective January
1, 2023. Mr. Newton will remain with the Company following his resignation and
serve as Senior Operations Advisor until July 1, 2023, at which time he will
retire from all employment with the Company ("Separation Date").

In connection with Mr. Newton's resignation, Mr. Newton and the Company entered
into a Non-Competition and Non-Solicitation Agreement on December 18, 2022
("Non-Competition Agreement"), pursuant to which, among other customary
agreements, Mr. Newton covenants not to compete with the Company's business and
not to solicit the Company's employees for a period of two years following the
Separation Date. Subject to Mr. Newton's continued compliance with such
covenants, the Company will pay Mr. Newton an aggregate of $800,000 in two equal
annual cash installments of $400,000 on the first and second anniversaries of
the Separation Date. The foregoing description of the Non-Competition Agreement
is qualified in its entirety by reference to the full text of the
Non-Competition Agreement, a copy of which is attached hereto as Exhibit 10.1
and incorporated into this Item 5.02 by reference.

In addition, under the Non-Competition Agreement, Mr. Newton will remain
eligible to receive a cash bonus under the Company's Cash Bonus Plan, as amended
and restated as of February 1, 2014 ("STIP"), for the year ended December 31,
2022. The cash bonus will be determined by the Compensation Committee, based on
Mr. Newton's individual performance and Company performance as measured against
the pre-established metrics applicable to all employees under the STIP, and will
be paid at the same time as cash bonuses are paid to all other Company
employees, on or before March 31, 2023.

Mr. Newton and the Company also entered into a new Change of Control Severance
Agreement on December 18, 2022, to be effective January 1, 2023 ("Change of
Control Agreement"), pursuant to which Mr. Newton would receive certain payments
and benefits upon his termination in connection with or within one year
following a change of control of the Company, including a lump sum payment equal
to the sum of (i) one times his then current base salary, (ii) his then current
target bonus, pro-rated for the portion of the year in which the termination
occurs and (iii) twelve times the Company's then current monthly contribution
for medical, dental, and vision insurance on behalf of him and his family. The
foregoing description of the Change of Control Agreement is qualified in its
entirety by reference to the full text of the Change of Control Agreement, a
copy of which is attached hereto as Exhibit 10.2 and incorporated into this Item
5.02 by reference.

Item 7.01 Regulation FD Disclosure.



In accordance with General Instruction B.2. of Form 8-K, the following
information shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.

On December 21, 2022, the Company issued a press release announcing the organizational changes referenced herein. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit Number           Description
  10.1                     Non-Competition and Non-Solicitation Agreement dated December 18, 2022
                         between Lehman E. Newton, III and SM Energy Company
  10.2                     Change of Control Severance Agreement dated

December 18, 2022 between Lehman

E. Newton, III and SM Energy Company
  99.1                     Press release of SM Energy Company dated

December 21, 2022, entitled "SM


                         Energy Announces Officer Retirements and New

Appointments"


104                      Cover Page Interactive Data File (formatted as

Inline XBRL and included as


                         Exhibit 101)

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