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  4. [8-K] Crescent Energy Co Reports Material Event

Crescent Energy may use up to $2B acquisition bridge

The amendment maintains $2.0 billion in aggregate elected commitments while allowing specified additional debt within a defined period.

Filing Impact
(High)
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Form Type
8-K

Rhea-AI Filing Summary

Crescent Energy Company (CRGY), through its wholly owned subsidiary Crescent Energy Finance LLC, amended its credit agreement to permit the previously announced acquisition of certain Eagle Ford assets from a Devon Energy subsidiary. Subject to customary terms and conditions, the amendment permits a 364-day unsecured bridge facility of up to $2.0 billion to fund, among other things, part of the cash consideration. It also permits secured term-loan debt on a pari passu basis with credit-agreement obligations, subject to a borrowing-base and commitment-based cap, and maintains aggregate elected commitments at $2.0 billion.

The amendment permits up to $1.0 billion of certain additional debt incurred from May 18, 2026 through the scheduled redetermination date for the April 1, 2027 scheduled redetermination to be excluded from the requirement to reduce the borrowing base by 0.25x the principal amount, provided the debt is incurred during that period and does not exceed the threshold. Crescent expects approximately $144 million of total cash paid on commodity derivative positions for the three months and $383 million for the nine months ended September 30, 2026; these preliminary amounts are subject to change. It also listed net commodity positions as of September 30, 2026, adjusted for acquisition hedges executed through October 9, 2026.

Filing Explained

Crescent expects the Ridgemar earn-out settlements to be financing outflows, while acquired-derivative settlements are positive cash-flow adjustments, and both are additions to Adjusted EBITDAX.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Permitted bridge facility Up to $2.0 billion 364-day unsecured facility; subject to customary terms and conditions.
Aggregate elected commitments $2.0 billion The credit agreement amendment maintains this amount.
Additional debt eligible for borrowing-base carve-out Up to $1.0 billion For certain debt incurred from May 18, 2026 through the scheduled redetermination date for the April 1, 2027 scheduled redetermination.
Expected total cash paid on commodity derivative positions Approximately $144 million Three months ended September 30, 2026; preliminary and subject to change.
Expected total cash paid on commodity derivative positions Approximately $383 million Nine months ended September 30, 2026; preliminary and subject to change.
Net cash paid on derivative settlements $160 million (three months); $504 million (nine months) Periods ended September 30, 2026; amounts shown in millions.
Ridgemar contingent earn-out settlement ($17 million) (three months); ($35 million) (nine months) Periods ended September 30, 2026; amounts shown in millions.
Settlement of acquired derivative contracts $33 million (three months); $156 million (nine months) Periods ended September 30, 2026; amounts shown in millions.
364-day unsecured bridge credit facility financial
"permits the incurrence of an up to $2.0 billion 364-day unsecured bridge credit facility"
pari passu basis financial
"term loan indebtedness that is secured on a pari passu basis"
borrowing base financial
"the borrowing base minus the aggregate elected commitments"
A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.
contingent earn-out consideration financial
"Settlement of Ridgemar contingent earn-out consideration"
Contingent earn-out consideration is extra money a buyer may pay a seller after a deal closes only if the acquired business hits agreed future targets (for example sales, profits, or milestones). For investors it matters because it adjusts the effective price paid, shifts risk between buyer and seller, can change future cash flows and accounting, and creates incentives tied to the business’s performance — like receiving a bonus only if certain goals are met.
Adjusted EBITDAX financial
"as additions to Adjusted EBITDAX"
Adjusted EBITDAX is a measure of a company’s operating profit that adds back interest, taxes, depreciation, amortization and specific recurring costs (often exploration or similar project expenses), then removes one‑time or unusual items to show recurring cash profitability. Investors use it like a clean yardstick—ignoring financing choices, accounting rules and one‑off events—to compare core performance across periods or peers and assess a business’s ability to generate cash from operations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing does CRGY's credit amendment permit for the Devon EF acquisition?
The amendment permits a 364-day unsecured bridge facility of up to $2.0 billion, subject to customary terms and conditions, to fund, among other things, part of the acquisition's cash consideration. It also permits secured term-loan debt on a pari passu basis with credit-agreement obligations, subject to a borrowing-base and commitment-based cap.

How much cash did CRGY expect to pay on commodity derivatives?
Crescent expects total cash paid on commodity derivative positions of approximately $144 million for the three months and $383 million for the nine months ended September 30, 2026. The amounts are preliminary and subject to change; Crescent expects to report final amounts in its Quarterly Report for the period ended September 30, 2026.

How is the amount of CRGY's permitted secured term-loan debt capped?
Subject to customary terms and conditions, the permitted amount cannot exceed the lesser of the borrowing base minus aggregate elected commitments and outstanding permitted pari passu indebtedness, or 50.0% of the sum of aggregate elected commitments and outstanding permitted pari passu indebtedness after giving effect to the new debt.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR
0001866175FALSE00018661752026-10-142026-10-14


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): October 14, 2026
    
Crescent Energy Company
(Exact Name of Registrant As Specified in Its Charter)
Delaware
001-41132
87-1133610
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
600 Travis Street, Suite 7200
Houston, Texas
77002
(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 of 1933 (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 (17 CFR 240.14a-12)
☐
Pre-commencement communication pursuant to Rule 14d-2(b) under the Securities Exchange Act of 1934 (17 CFR 240.14d-2(b))
☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Securities Exchange Act of 1934 (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share
CRGY
The New York Stock Exchange
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 Securities Exchange Act of 1934. ☐










Item 1.01.
Entry into a Material Definitive Agreement.
On October 14, 2026, Crescent Energy Finance LLC, a Delaware limited liability company (“Crescent Finance”) and a wholly owned subsidiary of Crescent Energy Company (NYSE: CRGY) (the “Company” or “Crescent”), entered into that certain Sixteenth Amendment to Credit Agreement (the “Credit Agreement Amendment”), which amended Crescent’s existing Credit Agreement, dated as of May 6, 2021 (as amended by the First Amendment to Credit Agreement, dated as of September 24, 2021, the Second Amendment to Credit Agreement, dated as of March 30, 2022, the Third Amendment to Credit Agreement, dated as of March 30, 2022, the Fourth Amendment to Credit Agreement, dated as of September 23, 2022, the Fifth Amendment to Credit Agreement, dated as of July 3, 2023, the Sixth Amendment to Credit Agreement, dated as of December 13, 2023, the Seventh Amendment to Credit Agreement, dated as of April 10, 2024, the Eighth Amendment to Credit Agreement, dated as of May 24, 2024, the Ninth Amendment to Credit Agreement, dated as of June 14, 2024, the Tenth Amendment to Credit Agreement, dated as of July 30, 2024, the Eleventh Amendment to Credit Agreement, dated as of December 17, 2024, the Twelfth Amendment to Credit Agreement, dated as of May 2, 2025, the Thirteenth Amendment to Credit Agreement, dated as of October 22, 2025, the Fourteenth Amendment to Credit Agreement, dated as of February 23, 2026, and the Fifteenth Amendment to Credit Agreement, dated as of May 18, 2026, and as further amended, modified, supplemented or restated from time to time, the “Credit Agreement”), by and among Crescent Finance, certain subsidiaries of Crescent Finance, as guarantors, Wells Fargo Bank, National Association, as administrative agent, collateral agent and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto from time to time.
Among other things, the Credit Agreement Amendment (i) permits the consummation of the previously announced acquisition of certain Eagle Ford assets (the “Devon EF Assets Acquisition”) from Devon Energy Production Company, L.P., a subsidiary of Devon Energy Corporation (NYSE: DVN), (ii) subject to customary terms and conditions, permits the incurrence of an up to $2.0 billion 364-day unsecured bridge credit facility in order to fund, among other things, a portion of the cash consideration for Devon EF Assets Acquisition, (iii) subject to certain customary terms and conditions, permits the incurrence of term loan indebtedness that is secured on a pari passu basis with the obligations under the Credit Agreement in an aggregate principal amount not to exceed an amount equal to the lesser of (I) the borrowing base minus the aggregate elected commitments minus the aggregate outstanding principal amount of all permitted pari passu indebtedness at such time and (II) an amount equal to 50.0% of the sum of (x) the aggregate elected commitments plus (y) the aggregate outstanding principal amount of all permitted pari passu indebtedness (after giving effect to the incurrence of any permitted pari passu indebtedness), and (iv) provides that the incurrence of up to $1.0 billion of certain additional indebtedness during the period beginning on May 18, 2026 and ending on the scheduled redetermination date for the April 1, 2027 scheduled redetermination will be excluded from the requirement for the borrowing base to be reduced by 0.25x of the principal amount of such new debt incurrences, so long as such debt is incurred during such period and does not exceed the $1.0 billion aggregate threshold. The Credit Agreement Amendment maintains the aggregate elected commitments at $2.0 billion.
The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Credit Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.
Item 2.02.
Results of Operations and Financial Condition.
Derivative Settlements
For the three and nine months ended September 30, 2026, Crescent expects to report approximately $144 million and $383 million, respectively, of total cash paid on its commodity derivative positions, composed of the following:

Three Months Ended
September 30, 2026
Nine Months Ended
September 30, 2026
(in millions)
Net cash (paid) received on settlement of derivatives
$
(160)
$
(504)
Settlement of Ridgemar contingent earn-out consideration (1)
(17)
(35)
2


Three Months Ended
September 30, 2026
Nine Months Ended
September 30, 2026
Settlement of acquired derivative contracts(2)
33 
156 
Total cash (paid) received(3)
$
(144)
$
(383)
The dollar amounts included in this Current Report on Form 8-K are preliminary and subject to change. Such amounts as disclosed herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on current expectations but remain subject to a number of assumptions, risks and uncertainties. Consequently, actual final results could differ materially from current expectations. Final dollar amounts for the three and nine months ended September 30, 2026 will be reported in Crescent’s Quarterly Report on Form 10-Q for the period ended September 30, 2026.
The information in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
(1)     Represents the settlement of contingent earn-out consideration attributable to the liability recorded in connection with the Ridgemar Acquisition for the three and nine months ended September 30, 2026, respectively, including an early termination of the Company’s contingent consideration obligations for the third and fourth quarters of 2027. The Company expects to report these settlements as financing outflows on the Statements of Cash Flows and as additions to Adjusted EBITDAX.
(2)     Represents the settlement of certain oil, gas, and natural gas liquids derivative contracts acquired in connection with the SilverBow Merger and the Vital Merger. The Company expects to report these settlements as positive adjustments on the Statements of Cash Flows and as additions to Adjusted EBITDAX.
(3)     Represents total cash (paid) received from hedge settlements and is reflected in Adjusted EBITDAX.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01.
Regulation FD Disclosure.
The following table details our net volume positions by commodity as of September 30, 2026, adjusted for acquisition hedges executed through October 9, 2026:
Production Period
Volumes
Weighted Average
Fixed Price
(in thousands)
Crude oil swaps – WTI (Bbls):
2026
5,253 
$64.62
2027
21,915 
$75.73
2027 (1)
4,563 
$73.92
2028
273 
$74.50
Crude oil two-way collars – WTI (Bbls):
2026
460 
$60.00
-
$70.03
Crude oil three-way collars – WTI (Bbls):
2026
1,518 
$48.00
-
$60.61
-
$74.98
2027
8,919 
$54.48
-
$68.18
-
$82.68
2027 (2)
460 
$45.00
-
$60.00
-
$70.00
2028
1,820 
$58.00
-
$75.32
-
$80.00
Crude oil two-way collars – Brent (Bbls):
2026
46 
$60.00
-
$82.00
3


Production Period
Volumes
Weighted Average
Fixed Price
Natural gas swaps (MMBtu):
2026
22,540 
$4.10
2027
7,300 
$4.21
2027 (3)
18,250 
$4.19
Natural gas two-way collars (MMBtu):
2026
10,120 
$3.04
-
$4.74
Crude oil basis swaps (Bbls):
2026
5,428 
$1.34
2027
7,650 
$1.47
Natural gas basis swaps (MMBtu):
2026
24,840 
$(0.43)
2027
91,250 
$(0.42)
Calendar Month Average roll swaps (Bbls):
2026
5,520 
$0.56
Natural gas fixed index swaps – Waha (MMBtu):
2026
13,984 
$2.41
2027
43,800 
$2.69
(1)     Represents outstanding crude oil swap options exercisable by the counterparty until December 2026 and June 2027.
(2)     Represents outstanding crude oil three-way collar options exercisable by the counterparty until June 2027.
(3)     Represents outstanding natural gas swap options exercisable by the counterparty until December 2026.

The information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Description
10.1
Sixteenth Amendment to Credit Agreement, dated October 14, 2026, by and among Crescent Energy Finance LLC, certain subsidiaries of Crescent Energy Finance LLC, as guarantors, Wells Fargo Bank, National Association, as administrative agent, collateral agent and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
4


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 15, 2026
CRESCENT ENERGY COMPANY
By:    /s/ Brandi Kendall    
Name:    Brandi Kendall
Title:    Chief Financial Officer

5

Source: View Original Filing on SEC EDGAR

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