Crescent Energy (NYSE: CRGY) to sell $400M convertible notes due 2031
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Crescent Energy Company plans a private placement of $400 million of convertible senior notes due 2031, with an option for an additional $60 million, sold to qualified institutional buyers. The company expects to use part of the proceeds for capped call transactions and the rest, alongside draws on its revolving credit facility, to redeem all outstanding 9.250% Senior Notes due 2028.
As of February 28, 2026, Crescent had no borrowings and $1,983.4 million of availability under its revolving credit facility, and its commodity hedge portfolio had an aggregate notional value of about $3.3 billion as of January 31, 2026. Using NYMEX pricing, total proved reserves at December 31, 2025 were 967,870 MBoe with PV-10 of $8,419 million, highlighting a sizable asset base.
Positive
- None.
Negative
- None.
Insights
Crescent refinances expensive 2028 notes with new 2031 convertible debt.
Crescent Energy is issuing convertible senior notes maturing in
The company pairs the convertible notes with capped call transactions funded from proceeds, aiming to limit share dilution and potential cash outflows on conversion above the principal amount. Noteholders can convert in specified periods, and the company can redeem the notes in cash after
Liquidity appears strong, with no outstanding revolver borrowings and $1,983.4 million of capacity as of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 2, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (address of principal executive offices) (zip code) | ||
(713 ) 332-7001
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On March 2, 2026, Crescent Energy Company (NYSE: CRGY) (the “Company”) issued a news release announcing that, subject to market and other conditions, the Company intends to offer (the “Notes Offering”) for sale in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act to eligible purchasers $400 million aggregate principal amount of Convertible Senior Notes due 2031. The Company intends to use a portion of the net proceeds from the offering to fund the cost of entering into capped call transactions. The Company expects to use the remainder of the net proceeds, together with borrowings under Crescent Energy Finance LLC’s (“Crescent Finance”) revolving credit facility, to redeem all of the outstanding 9.250% Senior Notes due 2028 issued by Crescent Finance (the “2028 Notes” and such redemption, the “Redemption”). Concurrently with the commencement of the Notes Offering, Crescent Finance issued a notice of full conditional redemption to redeem the 2028 Notes on or about March 12, 2026. The Redemption is conditioned on the closing of the Notes Offering; the Notes Offering is not conditioned on the Redemption. This Current Report on Form 8-K is not an offer to purchase or a solicitation of an offer to purchase, nor does it constitute a notice of redemption with respect to, the 2028 Notes. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In addition, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.
Item 8.01. Other Events.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is incorporated into this Item 8.01 by reference.
Pro Forma Financial Statements
This Current Report on Form 8-K provides a pro forma statement of operations and notes related thereto, giving effect to the Vital Merger, the Ridgemar Acquisition (each as defined in the Notes to the Unaudited Pro Forma Condensed Combined Financial Statements) and certain other transactions described therein. The unaudited pro forma statement of operations and related notes thereto are attached as Exhibit 99.2 hereto.
Notes Offering
On March 2, 2026, the Company provided certain updated disclosures, as set forth below.
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As of February 28, 2026, we had no outstanding borrowings under our Revolving Credit Facility and $1,983.4 million of borrowing capacity available thereunder, net of $16.6 million in outstanding letters of credit.
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Commodity hedging program
A key tenet of our focused risk management effort is an active economic hedging strategy to mitigate near-term price volatility while maintaining long-term exposure to underlying commodity prices. Our hedging program limits our near-term exposure to product price volatility and allows us to protect the balance sheet and corporate returns through commodity cycles and return capital to investors. Future transactions may include price swaps whereby we will receive a fixed price for our production and pay a variable market price to the contract counterparty. Additionally, we may enter into collars, whereby we receive the excess, if any, of the fixed floor over the floating rate or pay the excess, if any of the floating rate over the fixed ceiling. As of January 31, 2026, our derivative portfolio had an aggregate notional value of approximately $3.3 billion. We determine the fair value of our oil and natural gas commodity derivatives using valuation techniques that utilize market quotes and pricing analysis. Inputs include publicly available prices and forward price curves generated from a compilation of data gathered from third parties.
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The following table details our net volume positions by commodity as of January 31, 2026.
| Production Period | Volumes | Weighted Average Fixed Price | ||||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||
| Crude oil swaps – WTI (Bbls): | ||||||||||||||||||||||||||||||||||||||
| 2026 | 20,652 | $64.74 | ||||||||||||||||||||||||||||||||||||
2026 (1) | 368 | $67.03 | ||||||||||||||||||||||||||||||||||||
2027 (2) | 3,650 | $75.00 | ||||||||||||||||||||||||||||||||||||
2027 (3) | 920 | $59.63 | ||||||||||||||||||||||||||||||||||||
| 2027 | 4,760 | $60.93 | ||||||||||||||||||||||||||||||||||||
| Crude oil two-way collars – WTI (Bbls): | ||||||||||||||||||||||||||||||||||||||
| 2026 | 3,787 | $60.26 | - | $70.36 | ||||||||||||||||||||||||||||||||||
| Crude oil three-way collars – WTI (Bbls): | ||||||||||||||||||||||||||||||||||||||
| 2026 | 1,503 | $48.00 | - | $60.00 | - | $72.00 | ||||||||||||||||||||||||||||||||
| 2027 | 453 | $45.00 | - | $60.00 | - | $70.00 | ||||||||||||||||||||||||||||||||
| Crude oil two-way collars – Brent (Bbls): | ||||||||||||||||||||||||||||||||||||||
| 2026 | 167 | $60.00 | - | $82.00 | ||||||||||||||||||||||||||||||||||
| Natural gas swaps (MMBtu): | ||||||||||||||||||||||||||||||||||||||
| 2026 | 83,208 | $4.00 | ||||||||||||||||||||||||||||||||||||
| 2027 | 7,300 | $4.21 | ||||||||||||||||||||||||||||||||||||
2027 (4) | 18,250 | $4.19 | ||||||||||||||||||||||||||||||||||||
| Natural gas two-way collars (MMBtu): | ||||||||||||||||||||||||||||||||||||||
| 2026 | 40,600 | $3.06 | - | $4.78 | ||||||||||||||||||||||||||||||||||
| Crude oil basis swaps (Bbls): | ||||||||||||||||||||||||||||||||||||||
| 2026 | 10,286 | $1.55 | ||||||||||||||||||||||||||||||||||||
| Natural gas basis swaps (MMBtu): | ||||||||||||||||||||||||||||||||||||||
| 2026 | 94,040 | $(0.43) | ||||||||||||||||||||||||||||||||||||
| 2027 | 91,250 | $(0.42) | ||||||||||||||||||||||||||||||||||||
| Calendar Month Average roll swaps (Bbls): | ||||||||||||||||||||||||||||||||||||||
| 2026 | 15,860 | $0.26 | ||||||||||||||||||||||||||||||||||||
| Natural Gas Fixed Index Swaps – Waha (MMBtu): | ||||||||||||||||||||||||||||||||||||||
| 2026 | 50,768 | $2.41 | ||||||||||||||||||||||||||||||||||||
| 2027 | 43,800 | $2.69 | ||||||||||||||||||||||||||||||||||||
(1)Represents outstanding crude oil swap options exercisable by the counterparty until June 2026.
(2)Represents outstanding crude oil swap options exercisable by the counterparty until December 2026.
(3)Represents outstanding crude oil swap options exercisable by the counterparty until June 2027.
(4)Represents outstanding natural gas swap options exercisable by the counterparty until December 2026.
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Summary reserve data based on NYMEX pricing
The following table provides our reserves, PV-0 and PV-10 as of December 31, 2025 using NYMEX pricing. We have included this reserve sensitivity in order to provide an additional method of presentation of the fair value of the assets and the cash flows that are expected to be generated from those assets based on the market’s forward-looking pricing expectations as of January 31, 2026. The historical 12-month pricing average in our 2025 disclosures under the heading “—Summary reserve data based on SEC pricing” does not reflect the oil and natural gas futures. We believe that the use of forward prices provides investors with additional useful information about our reserves,
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as the forward prices are based on the market’s forward-looking expectations of oil and natural gas prices as of a certain date, although we caution investors that this information should be viewed as a helpful alternative, not a substitute, for the data presented based on SEC pricing. In addition, we believe strip pricing provides relevant and useful information because it is widely used by investors in our industry as a basis for comparing the relative size and value of proved reserves to our peers and in particular addresses the impact of differentials compared with our peers. Our estimated reserves, PV-0 and PV-10, based on NYMEX pricing, were otherwise prepared on the same basis as our estimations based on SEC pricing reserves for the comparable period. Reserve estimates using NYMEX pricing are calculated using the internal systems of our management and have not been prepared or audited by an independent, third-party reserve engineer, but otherwise contain the same parameters, except for price and minor system differences.
| As of December 31, | |||||
| 2025 | |||||
Net Proved Reserves: | |||||
Oil (MBbls) | 353,569 | ||||
Natural gas (MMcf) | 2,276,634 | ||||
NGLs (MBbls) | 234,862 | ||||
Total Proved Reserves (MBoe) | 967,870 | ||||
PV-0 (millions) (4) | $ | 13,967 | |||
PV-10 (millions) (4) | $ | 8,419 | |||
Net Proved Developed Reserves: | |||||
Oil (MBbls) | 273,083 | ||||
Natural gas (MMcf) | 1,820,265 | ||||
NGLs (MBbls) | 196,477 | ||||
Total Proved Developed Reserves (MBoe) | 772,939 | ||||
PV-0 (millions) (4) | $ | 11,463 | |||
PV-10 (millions) (4) | $ | 7,392 | |||
Net Proved Undeveloped Reserves: | |||||
Oil (MBbls) | 80,486 | ||||
Natural gas (MMcf) | 456,369 | ||||
NGLs (MBbls) | 38,385 | ||||
Total Proved Undeveloped Reserves (MBoe) | 194,931 | ||||
PV-0 (millions) (4) | $ | 2,504 | |||
PV-10 (millions) (4) | $ | 1,027 | |||
____________
(1)Our NYMEX reserves, PV-0 and PV-10 were determined using NYMEX pricing, without giving effect to derivative transactions and were calculated based on settlement prices to better reflect the market expectations as of that date, as adjusted for our estimates of quality, transportation fees and market differentials. The NYMEX reserves calculations are based on NYMEX pricing at closing on January 31, 2026 for oil and natural gas. The average adjusted product prices over the remaining lives of the properties are $61.69 per barrel of oil, $2.54 per Mcf of natural gas and $18.54 per barrel of NGLs as of January 31, 2026 for the Company. We believe that the use of forward prices provides investors with additional useful information about our reserves, as the forward prices are based on the market’s forward-looking expectations of oil and natural gas prices as of a certain date, although we caution investors that this information should be viewed as a helpful alternative, not as a substitute, for the data presented based on SEC pricing. See “Risk Factors.”
(2)Present value (discounted at PV-0 and PV-10) is not a financial measure calculated in accordance with GAAP because it does not include the effects of income taxes on future net revenues. Neither PV-0 nor PV-10 represent an estimate of the fair market value of our oil and natural gas properties. Our PV-0 measurement does not provide a discount rate to estimated future cash flows. PV-0 therefore does not reflect the risk associated with future cash flow projections like PV-10 does. PV-0 should therefore only be evaluated in connection with an evaluation of our PV-10 of discounted future net cash flows. We believe that the presentation of PV-0 and PV-10 is relevant and useful to our investors about the future net cash flows of our reserves in the absence of a comparable measure such as standardized measure. We and others in our industry use PV-0 and PV-10 as a measure to compare the relative size and value of proved reserves held by companies without regard to the specific tax characteristics of such entities. Investors should be cautioned that neither of PV-0 and PV-10 represent an estimate of the fair market value of our proved reserves. GAAP does not prescribe any corresponding measure for PV-10 of reserves based on pricing other than SEC pricing. As a result, it is not practicable for us to reconcile our PV-10 using NYMEX pricing to standardized measure as determined in accordance with GAAP.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | Press Release Announcing the Notes Offering, dated March 2, 2026. | |||||||
| 99.2 | Unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025. | |||||||
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 2, 2026
| CRESCENT ENERGY COMPANY | ||||||||
| By: | /s/ Bo Shi | |||||||
| Name: | Bo Shi | |||||||
| Title: | General Counsel | |||||||
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Exhibit 99.1
Crescent Energy Announces Offering of $[400] Million Private Placement of Convertible Senior Notes Due 2031
March 2, 2026
HOUSTON—(BUSINESS WIRE)—Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”) announced today that, subject to market and other conditions, it intends to offer for sale in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) $[400] million aggregate principal amount of Convertible Senior Notes due 2031 (the “notes”). Crescent also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 calendar days from, and including, the date the notes are first issued, up to an additional $[60] million aggregate principal amount of notes.
The Company intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions described below. The Company expects to use the remainder of the net proceeds, together with borrowings under the Crescent Energy Finance LLC’s (“Crescent Finance”) revolving credit facility, to redeem all of the outstanding 9.250% Senior Notes due 2028 issued by Crescent Finance (the “2028 Notes”).
The notes will be senior, unsecured obligations of the Company and will accrue interest payable semi-annually in arrears and will mature on March 15, 2031, unless earlier repurchased, redeemed or converted. The notes will not be guaranteed by any subsidiary of the Company, and the Company's subsidiaries will have no obligations under the notes. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. The Company will settle conversions of notes by paying or delivering, as the case may be, cash, shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Common Stock”) or a combination of cash and the Company’s Common Stock, at its election.
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after March 22, 2029 and on or before the 30th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s Common Stock exceeds 130% of the conversion price then in effect for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
If certain corporate events that constitute a “fundamental change” occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.
If the initial purchasers exercise their option to purchase additional notes, the Company intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below and to redeem the 2028 Notes, which will reduce additional borrowings under Crescent Energy's revolving credit facility.
In connection with the pricing of the notes, the Company expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or one or more other financial
institutions (the “option counterparties”). The capped call transactions are expected to cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of Common Stock that will initially underlie the notes.
The capped call transactions are expected generally to reduce the potential dilution to the Company’s Common Stock upon any conversion of the notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be, upon any conversion of the notes. If, however, the market price per share of the Company’s Common Stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, then the Company expects to enter into additional capped call transactions with the option counterparties.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to the Company’s Common Stock and/or purchase shares of the Company’s Common Stock concurrently with, or shortly after, the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company’s Common Stock or the notes at that time.
In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company’s Common Stock and/or purchasing or selling Common Stock or other securities of the Company in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so (x) following any conversion of the notes, any repurchase of the notes by the Company on any fundamental change repurchase date or any redemption date, (y) following any other repurchase of the notes if the Company elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase and (z) if the Company otherwise elects to unwind all or a portion of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of the Company’s Common Stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs following conversion or during any observation period related to a conversion of notes, it could affect the number of Common Stock, if any, and value of the consideration that noteholders will receive upon conversion of the notes.
The offer and sale of the notes and any shares of Common Stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws. As a result, the notes and any Common Stock issuable upon conversion of the notes may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered only to persons reasonably believed to be qualified institutional buyers in compliance with Rule 144A under the Securities Act.
This communication shall not constitute an offer to sell, or the solicitation of an offer to buy, the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Crescent Energy Company
Crescent Energy Company is a U.S. energy company with activities focused in the Eagle Ford, Permian and Uinta Basins, and minerals and royalty interests across U.S. oil and natural gas basins, with a core focus in the Eagle Ford.
Cautionary Statement Regarding Forward-Looking Information
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current
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expectations. The words and phrases “should”, “could”, “may”, “will”, “believe”, “think”, “plan”, “intend”, “expect”, “potential”, “possible”, “anticipate”, “estimate”, “forecast”, “view”, “efforts”, “target”, “goal” and similar expressions identify forward-looking statements and express our expectations about future events. This communication includes statements regarding, among other things, the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering, the intended use of the proceeds and the anticipated terms of, and the effects of entering into, the capped call transactions described above that may contain forward-looking statements within the meaning of federal securities laws. Crescent believes that its expectations are based on reasonable assumptions; however, no assurance can be given that such expectations will prove to be correct. A number of factors could cause actual results to differ materially from the expectations, anticipated results or other forward-looking information expressed in this communication, including, but are not limited to, statements regarding our ability to integrate operations or realize any anticipated operational or corporate synergies and other benefits of our acquisitions; our ability to identify and select opportunities for additional acquisitions, dispositions and other strategic transactions; federal and state regulations and laws, including the One Big Beautiful Bill Act (the “OBBBA”), the Inflation Reduction Act of 2022 and any impact thereon by the OBBBA, taxes, tariffs and international trade, safety and the protection of the environment; general economic conditions, including the impact of inflation, elevated interest rates and associated changes in monetary policy; the impact of central bank policy actions and disruptions in the banking industry and capital markets; political and economic conditions and events in the U.S. and in foreign oil, natural gas and NGL producing countries, including embargoes, political and regulatory changes implemented by the Trump Administration, continued hostilities in the Middle East, including the Israel-Hamas conflict, and conflict with Iran, and other sustained military campaigns, the armed conflict in Ukraine and associated economic sanctions on Russia, conditions in South America, including most recently in Venezuela, Central America and China and acts of terrorism or sabotage; our ability to predict and manage the effects of actions of Organization of Petroleum Exporting Countries (“OPEC”) and agreements to set and maintain production levels, including as a result of recent production cuts by OPEC, which may be exacerbated by the continued hostilities in the Middle East, including with Iran, and recent developments in Venezuela; and the severity and duration of public health crises and any resultant impact on governmental actions, commodity prices, supply and demand considerations, and storage capacity. All statements, other than statements of historical facts, included in this communication that address activities, events or developments that Crescent expects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Consequently, actual future results could differ materially from our expectations due to a number of factors, including, but not limited to, those items identified as such in the most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q and the risk factors described thereunder, filed by the Company with the U.S. Securities and Exchange Commission.
Many of such risks, uncertainties and assumptions are beyond our ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. We do not give any assurance (1) that we will achieve our expectations or (2) concerning any result or the timing thereof.
All subsequent written and oral forward-looking statements concerning this offering, the use of proceeds therefrom, Crescent Energy Company or other matters and attributable thereto or to any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. We assume no duty to update or revise their respective forward-looking statements based on new information, future events or otherwise.
Crescent Energy Investor Relations Contacts:
IR@crescentenergyco.com
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Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
Introduction
On December 15, 2025 (the “Vital Merger Closing Date”), Crescent Energy Company (“Crescent”) consummated the transactions contemplated by the Agreement and Plan of Merger, dated August 24, 2025 (the "Vital Energy Merger Agreement," and such transactions, the "Vital Energy Merger"), between Crescent, Venus Merger Sub I Inc., Venus Merger Sub II LLC and Vital Energy, Inc ("Vital").
In accordance with the terms of the Vital Energy Merger Agreement, each share of Vital common stock, par value $0.01 per share (“Vital Common Stock”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares), was converted into the right to receive from Crescent 1.9062 shares of Crescent Class A common stock, with cash paid in lieu of any fractional shares of Crescent Class A common stock (such amount, the “Exchange Ratio,” and such consideration, the “Merger Consideration”). Each Vital restricted stock award that was outstanding immediately prior to the Vital Energy Merger vested in full and was cancelled and converted into the right to receive, without interest, the merger consideration in respect of each share of Vital common stock subject thereto, with cash paid in lieu of any fractional shares of Crescent Class A common stock. Each Vital cash-settled performance unit that was outstanding immediately prior to the Effective Time vested in full, with performance conditions deemed to have been satisfied at the target performance level, and was cancelled and converted into the right to receive a lump-sum cash payment equal to the product of (i) the total number of shares of Vital common stock subject to such Vital cash-settled performance unit and (ii) the closing trading price per share of Vital common stock reported on the NYSE on the trading day immediately preceding the Vital Energy Merger, less applicable tax withholdings.
On January 31, 2025, Crescent completed its acquisition of all of the issued and outstanding securities of Ridgemar (Eagle Ford) LLC (“Ridgemar” and such transaction, the “Ridgemar Acquisition”) pursuant to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated December 3, 2024, by and among Crescent Energy Finance LLC (the “Purchaser”), Crescent, Ridgemar Energy Operating, LLC (the “Seller”) and Ridgemar.
Pursuant to the Purchase Agreement, the Seller received aggregate consideration consisting of (i) $807.2 million in cash (the “Cash Consideration”), and (ii) 5,454,546 shares of Class A Common Stock, par value $0.0001 per share (“Crescent Class A Common Stock”) of Crescent (the “Stock Consideration”). Up to $170.0 million in earn-out consideration (the “Contingent Consideration”) may also be paid by Crescent quarterly in fiscal years 2026 and 2027 based on the quarterly NYMEX WTI price of crude oil in fiscal years 2026 and 2027 if quarterly NYMEX WTI prices of crude oil are above certain thresholds in 2026 and 2027.
The unaudited pro forma condensed combined statement of operations (the “pro forma statement of operations”) has been prepared from the respective historical consolidated financial statements of Crescent, Vital, and Ridgemar adjusted to give effect to (i) the Vital Energy Merger, (ii) the Ridgemar Acquisition, and (iii) the draw on Crescent’s senior secured reserve-based revolving credit agreement (the “Crescent Revolving Credit Facility”) and repayment of Vital’s senior secured credit facility (the “Vital Revolving Credit Facility”) immediately following Closing (such transactions, the “RCF Draw” and together with the Vital Energy Merger and the Ridgemar Acquisition, the “Pro Forma Transactions”). The pro forma statement of operations for the year ended December 31, 2025 gives effect to the Pro Forma Transactions as if each had occurred on January 1, 2025. The pro forma statement of operations contains certain reclassification adjustments to conform the historical financial statement presentation of Vital and Ridgemar with Crescent’s historical financial statement presentation.
The following pro forma statement of operations is based on, and should be read in conjunction with:
•the historical audited consolidated financial statements of Crescent for the year ended December 31, 2025, and the related notes thereto;
•the historical audited consolidated financial statements of Vital for the year ended December 31, 2024 and the unaudited condensed consolidated financial statements of Vital as of and for the nine months ended September 30, 2025, and the related notes thereto;
•the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the respective Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q of Crescent and Vital; and
•the section entitled “Risk Factors” and other cautionary statements included in the prospectus filed by Crescent on Form 424(b)(3) dated November 12, 2025.
The pro forma statement of operations was derived by making certain transaction accounting adjustments to the historical financial statements noted above. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual impact of the Pro Forma Transactions may differ from the adjustments made to the pro forma statement of operations. However, Crescent’s management believes that the assumptions provide a reasonable basis for presenting the significant effects for the period presented as if the Pro Forma Transactions had been consummated earlier, and that all adjustments necessary to fairly present the pro forma statement of operations have been made.
As of the date of this Current Report on Form 8-K, Crescent has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the assets to be acquired and the liabilities to be assumed and the related allocations of purchase price related to the Vital Merger. A final determination of the fair value of Vital’s assets and liabilities will be based on the assets and liabilities of Vital and is estimated to be finalized during the measurement period not to exceed twelve months from the Vital Merger Closing Date. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available or as additional analysis is performed.
The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma statement of operations presented below. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the pro forma financial statements. The final purchase price allocation may be materially different than that reflected in the preliminary pro forma purchase price allocation presented herein.
The pro forma statement of operations and related notes are presented for illustrative purposes only and should not be relied upon as an indication of the operating results that Crescent would have achieved if the Pro Forma Transactions had taken place on the assumed date. The pro forma statement of operations does not reflect future events that may occur, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, asset dispositions, cost savings, or economies of scale that Crescent may achieve with respect to the combined operations. As a result, future results may vary significantly from the results reflected in the pro forma statement of operations and should not be relied on as an indication of the future results of Crescent.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2025
(in thousands, except per share data)
| Crescent (Historical) | Vital As Adjusted (See Note 3) | Ridgemar (Historical) | Transaction Accounting Adjustments | Financing Adjustments | Crescent Pro Forma Combined | |||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||||||||
| Oil | $ | 2,372,726 | $ | 1,467,340 | $ | 37,937 | $ | — | $ | — | $ | 3,878,003 | ||||||||||||||||||||||||||
| Natural gas | 673,540 | 38,126 | 946 | — | — | 712,612 | ||||||||||||||||||||||||||||||||
| Natural gas liquids | 390,629 | 188,122 | 1,756 | — | — | 580,507 | ||||||||||||||||||||||||||||||||
| Midstream and other | 142,887 | 5,158 | — | — | — | 148,045 | ||||||||||||||||||||||||||||||||
Total revenues | 3,579,782 | 1,698,746 | 40,639 | — | — | 5,319,167 | ||||||||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||||||||||||||
| Lease and asset operating expense | 767,814 | 357,010 | 3,852 | — | — | 1,128,676 | ||||||||||||||||||||||||||||||||
| Workover expense | 74,537 | 63,404 | 425 | — | — | 138,366 | ||||||||||||||||||||||||||||||||
| Gathering, processing and transportation | 408,920 | 63,947 | 1,456 | — | — | 474,323 | ||||||||||||||||||||||||||||||||
| Production and other taxes | 219,416 | 99,549 | 1,611 | — | — | 320,576 | ||||||||||||||||||||||||||||||||
| Depreciation, depletion and amortization | 1,166,902 | 715,697 | — | (431,145) | (a) | — | 1,451,454 | |||||||||||||||||||||||||||||||
| Impairment expense | 254,551 | 1,005,242 | — | — | — | 1,259,793 | ||||||||||||||||||||||||||||||||
| Exploration expense | 16,795 | — | — | 2,257 | (b) | — | 19,052 | |||||||||||||||||||||||||||||||
| Midstream and other operating expense | 116,945 | 10,850 | — | — | — | 127,795 | ||||||||||||||||||||||||||||||||
| General and administrative expense | 472,160 | 135,878 | — | 22,622 | (b) | — | 637,410 | |||||||||||||||||||||||||||||||
| 6,750 | (c) | |||||||||||||||||||||||||||||||||||||
| Gain on sale of assets | (147,537) | (2,416) | — | — | — | (149,953) | ||||||||||||||||||||||||||||||||
Total expenses | 3,350,503 | 2,449,161 | 7,344 | (399,516) | — | 5,407,492 | ||||||||||||||||||||||||||||||||
Income (loss) from operations | 229,279 | (750,415) | 33,295 | 399,516 | — | (88,325) | ||||||||||||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||||||||||||||
Gain on derivatives | 302,901 | 273,564 | — | — | — | 576,465 | ||||||||||||||||||||||||||||||||
| Interest expense | (298,432) | (197,139) | — | — | 921 | (g) | (494,650) | |||||||||||||||||||||||||||||||
| Loss from extinguishment of debt | (29,248) | — | — | — | — | (29,248) | ||||||||||||||||||||||||||||||||
| Other income (expense) | (5,018) | 3,142 | — | — | — | (1,876) | ||||||||||||||||||||||||||||||||
Income (loss) from equity affiliates | 2,188 | (345) | — | — | — | 1,843 | ||||||||||||||||||||||||||||||||
Total other income (expense) | (27,609) | 79,222 | — | — | 921 | 52,534 | ||||||||||||||||||||||||||||||||
| Income (loss) before taxes | 201,670 | (671,193) | 33,295 | 399,516 | 921 | (35,791) | ||||||||||||||||||||||||||||||||
| Income tax expense | (34,504) | (235,032) | — | (93,737) | (d) | (384) | (d) | (363,657) | ||||||||||||||||||||||||||||||
Net income (loss) | 167,166 | (906,225) | 33,295 | 305,779 | 537 | (399,448) | ||||||||||||||||||||||||||||||||
| Less: net income attributable to noncontrolling interests | (20,210) | — | — | — | — | (20,210) | ||||||||||||||||||||||||||||||||
| Less: net (income) loss attributable to redeemable noncontrolling interests | (14,050) | — | — | 11,698 | (e) | (47) | (e) | (2,399) | ||||||||||||||||||||||||||||||
Net income (loss) attributable to Crescent Energy | $ | 132,906 | $ | (906,225) | $ | 33,295 | $ | 317,477 | $ | 490 | $ | (422,057) | ||||||||||||||||||||||||||
| Net income (loss) per share: | ||||||||||||||||||||||||||||||||||||||
| Class A common stock – basic | $ | 0.55 | $ | (1.61) | (f) | |||||||||||||||||||||||||||||||||
| Class A common stock – diluted | $ | 0.54 | $ | (1.61) | (f) | |||||||||||||||||||||||||||||||||
| Class B common stock – basic and diluted | $ | — | $ | — | ||||||||||||||||||||||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||||||||||||||||||||
| Class A common stock – basic | 242,060 | 312,266 | (f) | |||||||||||||||||||||||||||||||||||
| Class A common stock – diluted | 245,058 | 312,266 | (f) | |||||||||||||||||||||||||||||||||||
| Class B common stock – basic and diluted | 16,609 | 16,609 | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of this unaudited pro forma condensed combined income statement.
Notes to unaudited pro forma condensed combined income statement
NOTE 1 – Basis of pro forma presentation
The pro forma financial statements have been derived from the historical financial statements of Crescent, Vital, and Ridgemar. The pro forma statement of operations for the year ended December 31, 2025 gives effect to the Pro Forma Transactions as if each had occurred on January 1, 2025.
The pro forma statement of operations reflects pro forma adjustments that are based on available information and certain assumptions that management believes are reasonable. However, actual results may differ from those reflected in this pro forma statement of operations. In management’s opinion, all adjustments known to date that are necessary to fairly present the pro forma information have been made. The pro forma financial statements do not purport to represent what the combined entity’s results of operations would have been if the Pro Forma Transactions had actually occurred on the date indicated above, nor are they indicative of Crescent’s future results of operations.
These pro forma financial statements should be read in conjunction with the historical financial statements, and related notes thereto, of Crescent, Vital, and Ridgemar for the period presented.
NOTE 2 – Pro forma acquisition accounting
The Vital Energy Merger was accounted for using the acquisition method of accounting for business combinations in accordance with ASC 805 with Crescent considered to be the accounting acquirer. The allocation of the preliminary estimated purchase price for Vital is based upon management’s estimates of and assumptions related to the fair value of assets acquired and liabilities assumed as of the Vital Merger Closing Date using currently available information. Because the pro forma financial statements have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on Crescent’s financial position and results of operations may differ significantly from the pro forma amounts included in this Current Report on Form 8-K. Crescent expects to finalize its allocation of the purchase price as soon as practicable after completion of the Vital Energy Merger.
The preliminary purchase price allocation for the Vital Energy Merger is subject to change as a result of several factors, including but not limited to:
•changes in the estimated fair value of Vital’s assets acquired and liabilities assumed as of the Vital Merger Closing Date;
•the tax basis of Vital’s assets and liabilities as of the Vital Merger Closing Date; and
•certain of the factors described in “Risk Factors” included in the prospectus filed by Crescent on Form 424(b)(3) dated November 12, 2025.
The Ridgemar Acquisition was accounted for as an asset acquisition. The allocation of the purchase price for Ridgemar has been completed.
The determination of consideration transferred and the fair value of assets acquired and liabilities assumed are as follows (in thousands, except exchange ratio, share, and per share data):
| Vital Energy Merger | Ridgemar Acquisition | ||||||||||
| Consideration transferred: | |||||||||||
| Cash consideration: | |||||||||||
Cash | $ | — | $ | 807,247 | |||||||
Settlement of Equity Awards in cash | 3,693 | — | |||||||||
| Equity consideration: | |||||||||||
Fair value of Class A Common Stock issued | 640,982 | 82,145 | |||||||||
Settlement of Equity Awards in Class A Common Stock | 7,557 | — | |||||||||
Fair value of contingent earn-out consideration | — | 51,746 | |||||||||
Transaction costs capitalized | — | 18,484 | |||||||||
| Total | $ | 652,232 | $ | 959,622 | |||||||
| Assets acquired and liabilities assumed: | |||||||||||
| Cash and cash equivalents | $ | 122,923 | $ | — | |||||||
| Accounts receivable, net | 279,731 | 1,150 | |||||||||
| Derivative assets – current | 184,247 | — | |||||||||
| Prepaid expenses | 25,857 | — | |||||||||
| Oil and natural gas properties - proved | 2,207,966 | 988,758 | |||||||||
| Oil and natural gas properties - unproved | 137,055 | — | |||||||||
| Field and other property and equipment | 50,156 | 3,240 | |||||||||
| Derivative assets – noncurrent | 2,471 | — | |||||||||
| Deferred tax asset | 695,291 | — | |||||||||
| Other assets | 62,847 | — | |||||||||
| Accounts payable and accrued liabilities | (421,231) | (9,565) | |||||||||
| Other current liabilities | (30,465) | (573) | |||||||||
| Long-term debt | (2,490,578) | — | |||||||||
| Derivative liabilities – noncurrent | (7,329) | — | |||||||||
| Asset retirement obligations | (127,821) | (22,855) | |||||||||
| Other liabilities | (38,888) | (533) | |||||||||
| Net assets acquired | $ | 652,232 | $ | 959,622 | |||||||
NOTE 3 – Adjustments to Vital’s historical statement of operations
Pro forma statement of operations reclassification adjustments for the year ended December 31, 2025
Certain reclassification adjustments were made to Vital's historical statement of operations in order to conform with Crescent’s financial statement presentation. A reconciliation of amounts derived and presented as "Vital As Adjusted" within the pro forma statement of operations for the year ended December 31, 2025 is as follows (in thousands, except per share data):
Vital (Historical)(1) | Vital (Historical)(2) | Vital Reclassification Adjustments | Vital As Adjusted | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Oil | $ | — | $ | — | $ | 1,467,340 | $ | 1,467,340 | |||||||||||||||
Oil sales | 1,155,448 | 311,892 | (1,467,340) | — | |||||||||||||||||||
| Natural gas | — | — | 38,126 | 38,126 | |||||||||||||||||||
| Natural gas sales | 47,175 | (9,049) | (38,126) | — | |||||||||||||||||||
| Natural gas liquids | — | — | 188,122 | 188,122 | |||||||||||||||||||
| NGL sales | 155,714 | 32,408 | (188,122) | — | |||||||||||||||||||
| Midstream and other | — | — | 5,158 | 5,158 | |||||||||||||||||||
| Other operating revenues | 4,296 | 862 | (5,158) | — | |||||||||||||||||||
Total revenues | 1,362,633 | 336,113 | — | 1,698,746 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Lease and asset operating expense | — | — | 357,010 | 357,010 | |||||||||||||||||||
| Lease operating expense | 325,494 | 94,920 | (357,010) | — | |||||||||||||||||||
| (63,404) | |||||||||||||||||||||||
| Workover expense | — | — | 63,404 | 63,404 | |||||||||||||||||||
| Gathering, processing and transportation | — | — | 63,947 | 63,947 | |||||||||||||||||||
| Oil transportation and marketing expenses | 31,296 | 7,855 | (39,151) | — | |||||||||||||||||||
| Gas gathering, processing and transportation expenses | 18,910 | 5,886 | (24,796) | — | |||||||||||||||||||
| Production and other taxes | — | — | 99,549 | 99,549 | |||||||||||||||||||
| Production and ad valorem taxes | 80,106 | 19,443 | (99,549) | — | |||||||||||||||||||
| Depreciation, depletion and amortization | — | — | 711,908 | 715,697 | |||||||||||||||||||
| 3,789 | |||||||||||||||||||||||
| Depletion, depreciation and amortization | 556,840 | 155,068 | (711,908) | — | |||||||||||||||||||
Impairment expense | 1,005,242 | — | — | 1,005,242 | |||||||||||||||||||
| Midstream and other operating expense | — | — | 10,850 | 10,850 | |||||||||||||||||||
| Other operating expenses, net | 10,456 | 4,528 | (10,850) | — | |||||||||||||||||||
| (3,789) | |||||||||||||||||||||||
| (345) | |||||||||||||||||||||||
| General and administrative expense | — | — | 135,878 | 135,878 | |||||||||||||||||||
| General and administrative | 71,517 | 59,734 | (131,251) | — | |||||||||||||||||||
| Organizational restructuring expenses | 4,627 | — | (4,627) | — | |||||||||||||||||||
| Gain on sale of assets | — | — | (2,416) | (2,416) | |||||||||||||||||||
Total expenses | 2,104,488 | 347,434 | (2,761) | 2,449,161 | |||||||||||||||||||
| Gain (loss) on disposal of assets, net | 2,050 | 366 | (2,416) | — | |||||||||||||||||||
Income (loss) from operations | (739,805) | (10,955) | 345 | (750,415) | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
Gain on derivatives | — | — | 273,564 | 273,564 | |||||||||||||||||||
| Gain (loss) on derivatives, net | 169,233 | 104,331 | (273,564) | — | |||||||||||||||||||
| Interest expense | (150,228) | (46,911) | — | (197,139) | |||||||||||||||||||
| Loss from extinguishment of debt | — | — | — | — | |||||||||||||||||||
| Other income (expense) | — | — | 3,142 | 3,142 | |||||||||||||||||||
| Other income (expense), net | 2,215 | 927 | (3,142) | — | |||||||||||||||||||
Income (loss) from equity affiliates | — | — | (345) | (345) | |||||||||||||||||||
Total other income (expense) | 21,220 | 58,347 | (345) | 79,222 | |||||||||||||||||||
| Income (loss) before taxes | (718,585) | 47,392 | — | (671,193) | |||||||||||||||||||
| Income tax benefit (expense) | (236,346) | 1,314 | — | (235,032) | |||||||||||||||||||
Net income (loss) | $ | (954,931) | $ | 48,706 | $ | — | $ | (906,225) | |||||||||||||||
| Net income (loss) per share: | |||||||||||||||||||||||
| Basic | $ | (25.32) | |||||||||||||||||||||
| Diluted | $ | (25.32) | |||||||||||||||||||||
| Weighted average common shares outstanding: | |||||||||||||||||||||||
| Basic | 37,714 | ||||||||||||||||||||||
| Diluted | 37,714 | ||||||||||||||||||||||
______________
(1)Reflects the historical operations of Vital for the nine months ended September 30, 2025.
(2)Reflects the historical operations of Vital for the period from October 1, 2025 through December 14, 2025.
NOTE 4 – Adjustments to the pro forma financial statements
The pro forma statement of operations has been prepared to illustrate the effects of the Pro Forma Transactions and has been prepared for informational purposes only.
The preceding pro forma statement of operations has been prepared in accordance with Article 11 of Regulation S-X which requires the presentation of adjustments to account for the pro forma transactions (“Transaction Accounting Adjustments”) along with the certain financing transactions (“Financing Adjustments”) and allows for supplemental disclosure of the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management Adjustments”). Management has elected not to present Management Adjustments.
Pro forma statements of operations adjustments for the year ended December 31, 2025
The adjustments included in the pro forma statement of operations for the year ended December 31, 2025 are as follows:
Transaction Accounting Adjustments
(a)Reflects pro forma depletion expense calculated in accordance with the successful efforts method of accounting for oil and gas properties. Additionally, the adjustment reflects the increase in accretion expense related to the higher asset retirement obligation liability which was adjusted to reflect Crescent’s internal estimates, discount rate, and useful life estimate.
(b)Reflects adjustments to general and administrative expense and exploration expense related to costs capitalized by Vital under the full cost method of accounting for oil and gas properties that are expensed on a pro forma basis to conform to Crescent’s accounting under the successful efforts method of accounting for oil and gas properties.
(c)Reflects the impact on general and administrative expense related to increases in Crescent's Management Fee related to the issuance of additional shares of Crescent Class A Common Stock as Merger Consideration.
(d)Reflects the income tax effect of the pro forma adjustments presented. The tax rate applied to the pro forma adjustments for the year ended December 31, 2025 was the estimated combined federal and state statutory rate of 22.0%. The effective rate of Crescent in the future could be significantly different (either higher or lower) depending on a variety of factors.
(e)Reflects the impact of the allocation of net income attributable to redeemable noncontrolling interests related to the change in Crescent's ownership of Crescent Energy OpCo LLC resulting from the issuance of 73.3 million shares of Crescent Class A Common Stock as part of the Vital Energy Merger.
(f)Reflects the impact to the allocation of net income attributable to Crescent and the computation of basic and diluted net income (loss) per share for the issuance of 73.3 million shares of Crescent Class A Common Stock as part of the Vital Energy Merger.
Financing Adjustments
(g)Reflects the pro forma impact of the RCF Draw to repay outstanding amounts borrowed under the Vital Revolving Credit Facility.
NOTE 5 – Supplemental unaudited pro forma oil and natural gas reserves information
Oil and natural gas reserves
The following tables present the estimated unaudited pro forma net proved developed and proved undeveloped oil, natural gas, and NGL reserves information as of December 31, 2025 for Crescent's consolidated operations, along with a summary of changes in quantities of net remaining proved reserves for the year ended December 31, 2025. The disclosures below are derived from the “Oil and natural gas reserves” for the year ended December 31, 2025 included within Crescent’s Annual Report on Form 10-K. The estimates below are in certain instances presented on a “barrels of oil equivalent or “Boe” basis. To determine Boe in the following tables, natural gas is converted to a crude oil equivalent at the ratio of six Mcf of natural gas to one barrel of crude oil equivalent.
The unaudited pro forma oil and natural gas reserves information is not necessarily indicative of the results that might have occurred had the Pro Forma Transactions been completed on January 1, 2025 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors” included in Crescent’s Annual Report on Form 10-K.
The unaudited pro forma net proved developed and proved undeveloped oil, natural gas, and NGL reserves as of December 31, 2024 and 2025 and the changes in the pro forma quantities of net remaining proved reserves for the year ended December 31, 2025 are as follows:
| Oil and Condensate (MBbls) | ||||||||||||||||||||||||||
| Crescent (Historical) | Vital Transaction Adjustments | Ridgemar Transaction Adjustments | Crescent Pro Forma Combined | |||||||||||||||||||||||
| Proved Developed and Undeveloped Reserves as of: | ||||||||||||||||||||||||||
| December 31, 2024 | 297,690 | 183,140 | 60,206 | 541,036 | ||||||||||||||||||||||
| Revisions of previous estimates | (59,053) | (50,443) | (549) | (110,045) | ||||||||||||||||||||||
| Extensions, discoveries, and other additions | 20,232 | 12,343 | 376 | 32,951 | ||||||||||||||||||||||
| Sales of reserves in place | (43,427) | (733) | — | (44,160) | ||||||||||||||||||||||
| Purchases of reserves in place | 182,392 | (120,933) | (59,536) | 1,923 | ||||||||||||||||||||||
| Production | (38,139) | (23,374) | (497) | (62,010) | ||||||||||||||||||||||
| December 31, 2025 | 359,695 | — | — | 359,695 | ||||||||||||||||||||||
| Proved Developed Reserves as of: | ||||||||||||||||||||||||||
| December 31, 2024 | 193,611 | 118,966 | 37,975 | 350,552 | ||||||||||||||||||||||
| December 31, 2025 | 275,734 | — | — | 275,734 | ||||||||||||||||||||||
| Proved Undeveloped Reserves as of: | ||||||||||||||||||||||||||
| December 31, 2024 | 104,079 | 64,174 | 22,231 | 190,484 | ||||||||||||||||||||||
| December 31, 2025 | 83,961 | — | — | 83,961 | ||||||||||||||||||||||
| Natural Gas (MMcf) | ||||||||||||||||||||||||||
| Crescent (Historical) | Vital Transaction Adjustments | Ridgemar Transaction Adjustments | Crescent Pro Forma Combined | |||||||||||||||||||||||
| Proved Developed and Undeveloped Reserves as of: | ||||||||||||||||||||||||||
| December 31, 2024 | 1,595,059 | 794,909 | 67,073 | 2,457,041 | ||||||||||||||||||||||
| Revisions of previous estimates | 40,084 | (80,438) | (387) | (40,741) | ||||||||||||||||||||||
| Extensions, discoveries, and other additions | 436,513 | 35,460 | 245 | 472,218 | ||||||||||||||||||||||
| Sales of reserves in place | (291,673) | (16,020) | — | (307,693) | ||||||||||||||||||||||
| Purchases of reserves in place | 735,054 | (653,025) | (66,492) | 15,537 | ||||||||||||||||||||||
| Production | (236,978) | (80,886) | (439) | (318,303) | ||||||||||||||||||||||
| December 31, 2025 | 2,278,059 | — | — | 2,278,059 | ||||||||||||||||||||||
| Proved Developed Reserves as of: | ||||||||||||||||||||||||||
| December 31, 2024 | 1,342,718 | 587,785 | 41,111 | 1,971,614 | ||||||||||||||||||||||
| December 31, 2025 | 1,819,476 | — | — | 1,819,476 | ||||||||||||||||||||||
| Proved Undeveloped Reserves as of: | ||||||||||||||||||||||||||
| December 31, 2024 | 252,341 | 207,124 | 25,962 | 485,427 | ||||||||||||||||||||||
| December 31, 2025 | 458,583 | — | — | 458,583 | ||||||||||||||||||||||
| Natural Gas Liquids (MBbls) | ||||||||||||||||||||||||||
| Crescent (Historical) | Vital Transaction Adjustments | Ridgemar Transaction Adjustments | Crescent Pro Forma Combined | |||||||||||||||||||||||
| Proved Developed and Undeveloped Reserves as of: | ||||||||||||||||||||||||||
| December 31, 2024 | 145,716 | 139,650 | 12,053 | 297,419 | ||||||||||||||||||||||
| Revisions of previous estimates | (10,331) | (12,769) | (72) | (23,172) | ||||||||||||||||||||||
| Extensions, discoveries, and other additions | 9,438 | 6,514 | 46 | 15,998 | ||||||||||||||||||||||
| Sales of reserves in place | (21,288) | (2,254) | — | (23,542) | ||||||||||||||||||||||
| Purchases of reserves in place | 129,993 | (116,719) | (11,946) | 1,328 | ||||||||||||||||||||||
| Production | (17,382) | (14,422) | (81) | (31,885) | ||||||||||||||||||||||
| December 31, 2025 | 236,146 | — | — | 236,146 | ||||||||||||||||||||||
| Proved Developed Reserves as of: | ||||||||||||||||||||||||||
| December 31, 2024 | 109,223 | 101,229 | 7,380 | 217,832 | ||||||||||||||||||||||
| December 31, 2025 | 197,366 | — | — | 197,366 | ||||||||||||||||||||||
| Proved Undeveloped Reserves as of: | ||||||||||||||||||||||||||
| December 31, 2024 | 36,493 | 38,421 | 4,673 | 79,587 | ||||||||||||||||||||||
| December 31, 2025 | 38,780 | — | — | 38,780 | ||||||||||||||||||||||
| Total (MBoe) | ||||||||||||||||||||||||||
| Crescent (Historical) | Vital Transaction Adjustments | Ridgemar Transaction Adjustments | Crescent Pro Forma Combined | |||||||||||||||||||||||
| Proved Developed and Undeveloped Reserves as of: | ||||||||||||||||||||||||||
| December 31, 2024 | 709,251 | 455,275 | 83,438 | 1,247,964 | ||||||||||||||||||||||
| Revisions of previous estimates | (62,706) | (76,618) | (686) | (140,010) | ||||||||||||||||||||||
| Extensions, discoveries, and other additions | 102,423 | 24,767 | 463 | 127,653 | ||||||||||||||||||||||
| Sales of reserves in place | (113,327) | (5,657) | — | (118,984) | ||||||||||||||||||||||
| Purchases of reserves in place | 434,894 | (346,490) | (82,564) | 5,840 | ||||||||||||||||||||||
| Production | (95,017) | (51,277) | (651) | (146,945) | ||||||||||||||||||||||
| December 31, 2025 | 975,518 | — | — | 975,518 | ||||||||||||||||||||||
| Proved Developed Reserves as of: | ||||||||||||||||||||||||||
| December 31, 2024 | 526,622 | 318,159 | 52,207 | 896,988 | ||||||||||||||||||||||
| December 31, 2025 | 776,346 | — | — | 776,346 | ||||||||||||||||||||||
| Proved Undeveloped Reserves as of: | ||||||||||||||||||||||||||
| December 31, 2024 | 182,629 | 137,116 | 31,231 | 350,976 | ||||||||||||||||||||||
| December 31, 2025 | 199,172 | — | — | 199,172 | ||||||||||||||||||||||
Standardized measure of discounted future net cash flows
The following tables present the estimated unaudited pro forma standardized measure of discounted future net cash flows (the “pro forma standardized measure”) at December 31, 2025. The pro forma standardized measure information set forth below gives effect to the Pro Forma Transactions as if they had been completed on January 1, 2025. The disclosures below are derived from the “Standardized measure of discounted future net cash flows” for the year ended December 31, 2025 included within Crescent’s Annual Report on Form 10-K. An explanation of the underlying methodology applied, as required by SEC regulations, can be found within the historical financial statements included in Crescent’s Annual Report on Form 10-K. The calculations assume the continuation of existing economic, operating and contractual conditions at December 31, 2025.
The pro forma standardized measure is not necessarily indicative of the results that might have occurred had the Pro Forma Transactions been completed on January 1, 2025 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors” included in Crescent’s Annual Report on Form 10-K.
The pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves as of December 31, 2025 is as follows:
| (in thousands) | ||||||||||||||||||||||||||
| Crescent (Historical) | Vital Transaction Adjustments | Ridgemar Transaction Adjustments | Crescent Pro Forma Combined | |||||||||||||||||||||||
| Future cash inflows | $ | 32,852,573 | $ | — | $ | — | $ | 32,852,573 | ||||||||||||||||||
| Future production costs | (15,003,036) | — | — | (15,003,036) | ||||||||||||||||||||||
Future development costs (1) | (3,387,941) | — | — | (3,387,941) | ||||||||||||||||||||||
| Future income taxes | (1,308,188) | — | — | (1,308,188) | ||||||||||||||||||||||
| Future net cash flows | $ | 13,153,408 | $ | — | $ | — | $ | 13,153,408 | ||||||||||||||||||
| Annual discount of 10% for estimated timing | (5,397,858) | — | — | (5,397,858) | ||||||||||||||||||||||
| Standardized measure of discounted future net cash flows as of December 31, 2025 | $ | 7,755,550 | $ | — | $ | — | $ | 7,755,550 | ||||||||||||||||||
______________
(1)Future development costs include future abandonment and salvage costs.
Changes in standardized measure
The disclosures below are derived from the “Changes in standardized measure” for the year ended December 31, 2025 included within Crescent’s Annual Report on Form 10-K. The changes in the pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the year ended December 31, 2025 are as follows:
| (in thousands) | ||||||||||||||||||||||||||
| Crescent (Historical) | Vital Transaction Adjustments | Ridgemar Transaction Adjustments | Crescent Pro Forma Combined | |||||||||||||||||||||||
Balance at December 31, 2024 | $ | 5,703,695 | $ | 4,215,320 | $ | 1,395,237 | $ | 11,314,252 | ||||||||||||||||||
| Net change in prices and production costs | (2,011,577) | (1,308,714) | (38,646) | (3,358,937) | ||||||||||||||||||||||
| Net change in future development costs | 872,553 | 63,510 | 34,432 | 970,495 | ||||||||||||||||||||||
| Sales and transfers of oil and natural gas produced, net of production expenses | (2,075,124) | (912,028) | (33,295) | (3,020,447) | ||||||||||||||||||||||
| Extensions, discoveries, additions and improved recovery, net of related costs | 606,461 | 352,621 | 5,454 | 964,536 | ||||||||||||||||||||||
| Purchases of reserves in place | 4,652,989 | (2,931,895) | (1,510,216) | 210,878 | ||||||||||||||||||||||
| Sales of reserves in place | (553,700) | (27,160) | — | (580,860) | ||||||||||||||||||||||
| Revisions of previous quantity estimates | (208,348) | (331,811) | (26,802) | (566,961) | ||||||||||||||||||||||
| Previously estimated development costs incurred | 399,891 | 389,014 | 38,857 | 827,762 | ||||||||||||||||||||||
| Net change in taxes | (92,507) | 175,407 | 146,251 | 229,151 | ||||||||||||||||||||||
| Accretion of discount | 615,853 | 450,967 | 11,627 | 1,078,447 | ||||||||||||||||||||||
| Changes in timing and other | (154,636) | (135,231) | (22,899) | (312,766) | ||||||||||||||||||||||
Balance at December 31, 2025 | $ | 7,755,550 | $ | — | $ | — | $ | 7,755,550 | ||||||||||||||||||
FAQ
What type of notes is Crescent Energy (CRGY) offering and when do they mature?
Crescent Energy plans to issue senior, unsecured convertible notes maturing on March 15, 2031. These notes pay semiannual interest and can be converted into cash, Class A common stock, or a mix of both, at the company’s election, under specified conditions and periods.
How much is Crescent Energy aiming to raise in its new convertible notes offering?
Crescent Energy intends to offer $400 million of convertible senior notes, with an option for initial purchasers to buy up to an additional $60 million. The sale is a private placement to qualified institutional buyers under Rule 144A, subject to market and other conditions being satisfied.
How will Crescent Energy use the proceeds from the convertible notes sale?
Crescent expects to use part of the net proceeds to pay for capped call transactions on its stock. The remaining proceeds, together with borrowings under Crescent Energy Finance LLC’s revolving credit facility, are expected to redeem all outstanding 9.250% Senior Notes due 2028 issued by Crescent Finance.
What is Crescent Energy’s current liquidity position under its revolving credit facility?
As of February 28, 2026, Crescent Energy had no outstanding borrowings under its revolving credit facility and $1,983.4 million of available borrowing capacity. This figure is reported net of $16.6 million of outstanding letters of credit, indicating substantial undrawn liquidity for operations and transactions.
How large is Crescent Energy’s commodity hedging portfolio as of early 2026?
As of January 31, 2026, Crescent Energy’s commodity derivative portfolio had an aggregate notional value of approximately $3.3 billion. The company uses swaps, collars, and basis swaps across oil, natural gas, and NGLs to limit near-term price volatility and support its balance sheet through commodity cycles.
What are Crescent Energy’s proved reserves and PV-10 based on NYMEX pricing?
At December 31, 2025, Crescent Energy reported total proved reserves of 967,870 MBoe using NYMEX pricing. The associated undiscounted PV-0 was $13,967 million and PV-10 was $8,419 million, providing a forward-price-based view of expected cash flows from its oil, gas, and NGL reserves.
What major acquisitions are reflected in Crescent Energy’s pro forma 2025 results?
The unaudited pro forma 2025 statement includes the Vital Energy Merger and the Ridgemar Acquisition. Vital shareholders received Crescent Class A shares at a 1.9062 exchange ratio, while Ridgemar’s seller received $807.2 million in cash, 5,454,546 Crescent Class A shares, and potential earn-out payments up to $170 million.
Filing Exhibits & Attachments
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Feb 25, 2026
[10-K] Crescent Energy Co Files Annual Report
Feb 25, 2026
[8-K] Crescent Energy Co Reports Material Event
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[8-K] Crescent Energy Co Reports Material Event
Jan 2, 2026
[8-K] Crescent Energy Co Reports Material Event