S-4 S-4 EX-FILING FEES 0000893538 SM Energy Co N/A N/A 0000893538 2025-12-04 2025-12-04 0000893538 1 2025-12-04 2025-12-04 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables
S-4
SM Energy Co

Table 1: Newly Registered and Carry Forward Securities | ☐Not Applicable
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|  | Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Newly Registered Securities
Fees to be Paid | 1 | Equity | Common stock, $0.01 par value | Other | 127,325,455 |  | $ 2,535,093,696.46 | 0.0001381 | $ 350,096.44 |  |  |  |
Fees Previously Paid |  |  |  |  |  |  |  |  |  |  |  |  |
Carry Forward Securities
Carry Forward Securities |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  | Total Offering Amounts: |  | $ 2,535,093,696.46 |  | $ 350,096.44 |  |  |  |
|  |  | Total Fees Previously Paid: |  |  |  | $ 0.00 |  |  |  |
|  |  | Total Fee Offsets: |  |  |  | $ 0.00 |  |  |  |
|  |  | Net Fee Due: |  |  |  | $ 350,096.44 |  |  |  |

Offering Note |

1 | The Amount Registered represents the estimated maximum number of shares of common stock, par value $0.01 per share ("SM Energy common stock"), of SM Energy Company (the "Registrant") to be issued in the first merger and the other transactions contemplated by the Agreement and Plan of Merger, dated as of November 2, 2025, by and among the Registrant, Civitas Resources, Inc. ("Civitas") and Cars Merger Sub, Inc. (as may be amended from time to time, the "merger agreement") and is based upon the product of (a) an exchange ratio pursuant to the merger agreement of 1.45 multiplied by (b) 87,810,658 shares of common stock, par value $0.01 per share, of Civitas ("Civitas common stock"), which is the sum of (i) 85,313,364 shares of Civitas common stock issued and outstanding, (ii) 795,303 shares of Civitas common stock underlying restricted stock units and performance stock units (assuming "maximum" level of performance), (iii) 687 shares of Civitas common stock issuable upon exercise of options and (iv) 1,701,304 shares of Civitas common stock issuable upon exercise of warrants, estimated solely for the purpose of calculating the registration fee. The Maximum Aggregate Offering Price is estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act"), and calculated pursuant to Rules 457(c) and 457(f)(1) under the Securities Act. Such amount equals the product of (i) $28.87, the average of the high and the low prices per share of Civitas common stock, as reported on the New York Stock Exchange on November 28, 2025, which is within five business days prior to the filing of this Registration Statement on Form S-4, and (ii) 87,810,658, the estimated maximum number of shares of Civitas common stock as calculated pursuant to this footnote 1.

Table 2: Fee Offset Claims and Sources | ☑Not Applicable
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|  | Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source
--- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Rule 457(p)
Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A
Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A

Table 3: Combined Prospectuses | ☑Not Applicable
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| Security Type | Security Class Title | Amount of Securities Previously Registered | Maximum Aggregate Offering Price of Securities Previously Registered | Form Type | File Number | Initial Effective Date
--- | --- | --- | --- | --- | --- | --- | ---
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A