0001866175False00018661752026-10-082026-10-08
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 8, 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) | (IRS Employer Identification No.) |
600 Travis Street, Suite 7200
Houston, Texas 77002
(address of principal executive offices) (zip code)
(Registrant’s telephone number, including area code)
(713) 332-7001
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 communications pursuant to Rule 14d-2(b) under the Securities Exchange Act of 1934 (17 CFR 240.14d-2(b))
¨ Pre-commencements communications 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 | | 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 7.01. Regulation FD Disclosure.
On October 8, 2026, Crescent Energy Company (NYSE: CRGY) (the “Company”) issued a news release announcing that, subject to market conditions, it intended to conduct an underwritten public offering (the “Offering”) of $1.0 billion of shares of its Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), pursuant to a shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-299357) which became effective upon filing with the U.S. Securities and Exchange Commission (the “Commission”) on October 8, 2026.
Also on October 8, 2026, the Company announced the pricing of the Offering for 80,000,000 shares of its Class A Common Stock at a price to the public of $12.50 per share. Pursuant to the Underwriting Agreement (as defined below), the Company granted the Underwriters (as defined below) a 30-day option to purchase up to an additional 12,000,000 shares of Class A Common Stock, which option was exercised in full on October 9, 2026.
A copy of the news release announcing the launch of the Offering and a copy of the news release announcing the pricing of the Offering are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated into this Item 7.01 by reference.
Independence Energy Aggregator L.P., an entity affiliated with KKR & Co. Inc. and a holder of approximately 7.9% of the Company’s Class A Common Stock, has agreed to purchase 40,000,000 shares of Class A Common Stock offered in the Offering at the public offering price and on the same terms as the other shares of Class A Common Stock offered in the Offering.
In addition, the information contained in Item 8.01 of this Current Report on Form 8-K under the heading “Underwriting Agreement” is incorporated into this Item 7.01 by reference.
The information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 8.01. Other Events.
Underwriting Agreement
On October 8, 2026, the Company and J.P. Morgan Securities LLC, KKR Capital Markets LLC and Raymond James & Associates, Inc., as representatives of the several underwriters named in Schedule A thereto (collectively, the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth therein, 80,000,000 shares of Class A Common Stock. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 12,000,000 shares of Class A Common Stock, which option was exercised in full on October 9, 2026. The material terms of the Offering are described in the prospectus supplement, dated October 8, 2026 (the “Prospectus Supplement”), which will be filed by the Company with the Commission on or around October 13, 2026, pursuant to Rule 424(b) under the Securities Act. Immediately following the close of the Offering, the Company will have 422,456,708 Class A shares outstanding.
The Offering is expected to close on October 13, 2026, and the Company expects to receive approximately $1,115.9 million (inclusive of the net proceeds from the Underwriters’ exercise of the option), after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. As described in the Prospectus Supplement, the Company intends to use the net proceeds from the Offering to fund a portion of the cash consideration for 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), which is expected to close in the fourth quarter of 2026 or early 2027, subject to customary closing conditions, including, among other things, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Pending the use of proceeds described in the previous
sentence, the proceeds from the Offering will be used to temporarily reduce the borrowings outstanding under the Company’s revolving credit facility. The Offering is not contingent on the completion of the Devon EF Assets Acquisition. If the Devon EF Assets Acquisition is not completed, the proceeds of the Offering will be used for general corporate purposes, including the repayment of indebtedness of the Company’s subsidiaries.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The Underwriters and their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. As more fully described under the caption “Underwriting (Conflicts of Interest)” in the Prospectus Supplement, certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company and the Company’s respective affiliates, for which they received or will receive customary fees and expenses.
The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.
A copy of the legal opinion of Vinson & Elkins L.L.P. relating to the validity of the issuance and sale of the Class A Common Stock in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit | | Description |
| 1.1 | | Underwriting Agreement, dated as of October 8, 2026, by and among Crescent Energy Company and the several underwriters named in Schedule A thereto. |
| | |
| 5.1 | | Opinion of Vinson & Elkins L.L.P. |
| | |
| 23.1 | | Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto). |
| | |
| 99.1 | | Press Release announcing the launch of the Offering, dated October 8, 2026. |
| | |
| 99.2 | | Press Release announcing the pricing of the Offering, dated October 8, 2026. |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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: October 9, 2026
| | | | | |
| CRESCENT ENERGY COMPANY |
| |
| By: | /s/ Bo Shi |
| Name: | Bo Shi |
| Title: | General Counsel |
Crescent Energy Company Announces Public Offering of Class A Common Stock
An affiliate of KKR & Co. Inc., a leading global investment firm and investor in Crescent, has indicated a commitment to purchase up to $500 million of shares as part of the offering
October 8, 2026
HOUSTON --(BUSINESS WIRE)-- Crescent Energy Company (“Crescent” or the “Company”) (NYSE: CRGY) today announced the commencement of an underwritten public offering of $1,000,000,000 of its Class A common stock, par value $0.0001 per share (“Class A common stock”), pursuant to an effective shelf registration statement on Form S-3 (the “Registration Statement”) filed previously with the U.S. Securities and Exchange Commission (the “SEC”).
The Company intends to use the net proceeds it receives from the offering to fund a portion of the cash consideration for its recently announced acquisition of certain Eagle Ford oil and natural gas assets from Devon Energy Production Company, L.P., a subsidiary of Devon Energy Corporation (the “Devon EF Assets Acquisition”), which is expected to close in the fourth quarter of 2026 or early 2027, subject to customary closing conditions and regulatory approvals. The offering is not contingent on the completion of the Devon EF Assets Acquisition. If the Devon EF Assets Acquisition is not completed, the proceeds from the offering will be used for general corporate purposes, including the repayment of indebtedness of the Company’s subsidiaries.
The Company expects to grant the underwriters a 30-day option to purchase up to $150,000,000 of additional shares of Class A common stock at the public offering price, less the underwriting discounts and commissions.
Independence Energy Aggregator L.P., an entity affiliated with KKR & Co. Inc., and a holder of approximately 7.9% of the Company’s Class A common stock, has indicated an interest in purchasing up to $500,000,000 of shares of Class A common stock at the public offering price and on the same terms as the other shares of Class A common stock.
J.P. Morgan, KKR Capital Markets LLC and Raymond James are serving as joint book-running managers for the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
The proposed offering will be made only by means of a prospectus and a prospectus supplement. Copies of the preliminary prospectus supplement and accompanying base prospectus relating to the offering and final prospectus supplement, when available, may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, New York 11717, or by email at prospectus-eq_fi@jpmchase.com, KKR Capital Markets LLC, 30 Hudson Yards, New York, New York 10001 or by telephone at (212) 750-8300, Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida 33716, Attention: Equity Syndicate, or by email at prospectus@raymondjames.com, or by accessing the SEC’s website at www.sec.gov.
The offering is being conducted pursuant to the Registration Statement, previously filed with the SEC on October 8, 2026 that became effective upon filing, and corresponding prospectus. A preliminary prospectus supplement thereto has been filed with the SEC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of Class A common stock or any other securities, nor shall there be any sale of such shares of Class A common stock or any other securities in any state or other 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 other 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 Note Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. These forward-looking statements include any statements regarding the proposed offering of Class A common stock and the Devon EF Assets Acquisition. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth in the Company’s filings with the SEC, including the Registration Statement and the prospectus supplement relating to the offering, its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its subsequent Quarterly Reports on Form 10-Q, under the caption “Risk Factors,” as may be updated from time to time in the Company’s periodic filings with the SEC. Any forward-looking statement in this press release speaks only as of the date of this release. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
IR@crescentenergyco.com
Source: Crescent Energy Company
Crescent Energy Company Announces Pricing of Public Offering of Class A Common Stock
An affiliate of KKR & Co. Inc., a leading global investment firm and investor in Crescent, has agreed to purchase 40,000,000 shares as part of the offering
October 8, 2026
HOUSTON --(BUSINESS WIRE)-- Crescent Energy Company (“Crescent” or the “Company”) (NYSE: CRGY) today announced the pricing of an underwritten, public offering of 80,000,000 shares of its Class A common stock, par value $0.0001 per share (“Class A common stock”), at a price to the public of $12.50 per share, pursuant to an effective shelf registration statement on Form S-3 (the “Registration Statement”) filed previously with the U.S. Securities and Exchange Commission (the “SEC”).
The Company intends to use the net proceeds it receives from the offering to fund a portion of the cash consideration for its recently announced acquisition of certain Eagle Ford oil and natural gas assets from Devon Energy Production Company, L.P., a subsidiary of Devon Energy Corporation (the “Devon EF Assets Acquisition”), which is expected to close in the fourth quarter of 2026 or early 2027, subject to customary closing conditions and regulatory approvals. The offering is not contingent on the completion of the Devon EF Assets Acquisition. If the Devon EF Assets Acquisition is not completed, the proceeds from the offering will be used for general corporate purposes, including the repayment of indebtedness of the Company’s subsidiaries.
The Company has granted the underwriters a 30-day option to purchase up to 12,000,000 additional shares of Class A common stock at the public offering price, less the underwriting discounts and commissions.
Independence Energy Aggregator L.P., an entity affiliated with KKR & Co. Inc., and a holder of approximately 7.9% of the Company’s Class A common stock, has agreed to purchase 40,000,000 shares of Class A common stock at the public offering price and on the same terms as the other shares of Class A common stock.
J.P. Morgan, KKR Capital Markets LLC, Raymond James, Evercore ISI and Wells Fargo Securities, LLC are serving as joint book-running managers for the offering. KeyBanc Capital Markets Inc., Mizuho Securities USA LLC and Truist Securities, Inc. are also serving as joint book-running managers for the offering. Johnson Rice & Company L.L.C., Pickering Energy Partners, Stephens Inc., TPH&Co., the energy business of Perella Weinberg Partners, American Veterans Group, PBC, Cabrera Capital Markets, LLC, CastleOak Securities, L.P., C.L. King & Associates, Inc. and Guzman & Company are serving as co-managers for the offering. The offering is expected to close on October 13, 2026, subject to customary closing conditions.
The offering is being made only by means of a prospectus and a final prospectus supplement that meet the requirements under the Securities Act of 1933, as amended. Copies of the final prospectus supplement and accompanying base prospectus relating to the offering and final prospectus supplement, when available, may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, New York 11717, or by email at prospectus-eq_fi@jpmchase.com, KKR Capital Markets LLC, 30 Hudson Yards, New York, New York 10001 or by telephone at (212) 750-8300, or Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida, or by email at prospectus@raymondjames.com, or by accessing the SEC’s website at www.sec.gov.
The Registration Statement was previously filed on October 8, 2026 and became effective upon filing. The Registration Statement may be obtained free of charge at the SEC’s website at www.sec.gov under “Crescent Energy Company.” This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of Class A common stock or any other securities, nor shall there be any sale of such shares of Class A common stock or any other securities in any state or other 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 other 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 Note Regarding Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. These forward-looking statements include any statements regarding the proposed offering of Class A common stock and the Devon EF Assets Acquisition. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth in the Company’s filings with the SEC, including the Registration Statement and the prospectus supplement relating to the offering, its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its subsequent Quarterly Reports on Form 10-Q, under the caption “Risk Factors,” as may be updated from time to time in the Company’s periodic filings with the SEC. Any forward-looking statement in this press release speaks only as of the date of this release. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
IR@crescentenergyco.com
Source: Crescent Energy Company
