UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: The following table provides information about purchases made by us and any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the three months ended September 30, 2023, of shares of our common stock, which is the sole class of equity securities registered by us pursuant to Section 12 of the Exchange Act:
+Added: The following table provides information about purchases made by us and any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the three months ended March 31, 2024, of shares of our common stock, which is the sole class of equity securities registered by us pursuant to Section 12 of the Exchange Act:
PURCHASES OF EQUITY SECURITIES BY ISSUER AND AFFILIATED PURCHASES
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Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program (2)
−Removed: Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
−Removed: (as of period end date) (2)
+Added: Maximum Number or Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
+Added: (as of the period end date) (2)
01/01/2024 - 01/31/2024 609 $ 35.68 — $ 214,854,687
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___________________________________
−Removed: (1) 248,963 shares purchased by us in the third quarter of 2023 were to offset tax withholding obligations that occurred upon the delivery of outstanding shares underlying RSUs issued under the terms of award agreements granted under the Equity Plan.
−Removed: (2) In September 2022, our Board of Directors approved the Stock Repurchase Program authorizing us to repurchase up to $500.0 million in aggregate value of our common stock through December 31, 2024.
−Removed: The Stock Repurchase Program permits us to repurchase our shares from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws and subject to certain provisions of our Credit Agreement and the indentures governing our Senior Notes.
−Removed: We intend to utilize net cash provided by operating activities to repurchase shares of our common stock.
−Removed: Stock repurchases may also be made with borrowings under our Credit Agreement.
−Removed: The timing, as well as the number and value of shares repurchased under the Stock Repurchase Program, will be determined by certain authorized officers of the Company at their discretion and will depend on a variety of factors, including the market price of our common stock, general market and economic conditions and applicable legal requirements.
+Added: (1) 609 shares purchased by us in the first quarter of 2024 were to offset tax withholding obligations that occurred upon the delivery of outstanding shares underlying RSUs issued under the terms of award agreements granted under the Equity Plan.
+Added: (2) Our Stock Repurchase Program, which authorizes us to repurchase up to $500.0 million in aggregate value of our common stock through December 31, 2024, permits us to repurchase our shares from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws and subject to certain provisions of our Credit Agreement and the indentures governing our Senior Notes.
+Added: The timing, as well as the number and value of shares repurchased under the Stock Repurchase Program, is determined by certain authorized officers of the Company at their discretion and depends on a variety of factors, including the market price of our common stock, general market and economic conditions and applicable legal requirements.
The value of shares authorized for repurchase by our Board of Directors does not require us to repurchase such shares or guarantee that such shares will be repurchased, and the Stock Repurchase Program may be suspended, modified, or discontinued at any time without prior notice.
No assurance can be given that any particular number or dollar value of our shares will be repurchased.
−Removed: During the three months ended September 30, 2023, we repurchased and subsequently retired 2,351,642 shares of our common stock under the Stock Repurchase Program at a weighted-average share price of $40.97 for a total cost of $96.3 million, excluding excise taxes, commissions, and fees.
+Added: During the three months ended March 31, 2024, we repurchased and subsequently retired 712,235 shares of our common stock under the Stock Repurchase Program at a weighted-average share price of $45.99 for a total cost of $32.8 million, excluding excise taxes, commissions, and fees.
Our payment of cash dividends to our stockholders and repurchases of our common stock are each subject to certain covenants under the terms of our Credit Agreement and Senior Notes.
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Restated Certificate of Incorporation of SM Energy Company, as amended through June 1, 2010 (filed as Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, and incorporated herein by reference)
−Removed: Certificate of Amendment to Restated Certificate of Incorporation of SM Energy Company, as amended through June 1, 2010, dated May 25, 2023 (filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on May 30, 2023, and incorporated herein by reference)
+Added: Certificate of Amendment of Restated Certificate of Incorporation of SM Energy Company, as amended through June 1, 2010, dated May 25, 2023 (filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on May 30, 2023, and incorporated herein by reference)
Amended and Restated By-Laws of SM Energy Company, effective as of February 21, 2017 (filed as Exhibit 3.2 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, and incorporated herein by reference)
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SM ENERGY COMPANY
−Removed: November 3, 2023 By:
+Added: May 3, 2024 By:
/s/ HERBERT S.
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(Principal Executive Officer)
−Removed: November 3, 2023 By:
+Added: May 3, 2024 By:
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
−Removed: November 3, 2023 By:
+Added: May 3, 2024 By:
/s/ PATRICK A.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.