Crescent Energy Company 8-K Filings

Crescent Energy Company expects significant cash outflows tied to its commodity hedges for the quarter. For the three months ended June 30, 2026, it plans to report total cash paid of about $154 million on commodity derivative positions, and $194 million for the six-month period. These figures reflect net cash paid on settlements of derivatives offset by cash received from derivative contracts acquired in the SilverBow and Vital mergers, and are reflected in Adjusted EBITDAX. The amounts are preliminary, may change, and final results will appear in the Form 10-Q for the same period.

Crescent Energy Company amended its main credit facility through a Fifteenth Amendment to its Credit Agreement. The amendment lowers the borrowing base to $3.5 billion from $3.9 billion, reflecting the scheduled April 1, 2026 redetermination, while keeping aggregate elected commitments at $2.0 billion.

The maturity date for revolving loans is extended to May 19, 2031 from October 22, 2030, giving the company more time before repayment is due. The amendment also allows up to $600.0 million of additional specified indebtedness incurred between May 18, 2026 and the October 1, 2026 scheduled redetermination date to be excluded from automatic borrowing base reductions, as long as this new debt stays within the stated aggregate limit.

Crescent Energy Company reported first-quarter 2026 results highlighted by strong cash generation and record volumes. Total revenues were $1.18 billion, higher than $950.2 million a year earlier, while production averaged a record 341 MBoe/d, including 140 MBbls/d of oil.

The company posted a net loss of $419.8 million, largely driven by a $706.6 million loss on derivatives, but generated $690 million of Adjusted EBITDAX, $409 million of operating cash flow and $192 million of Levered Free Cash Flow. Crescent refinanced $500 million of 9.25% notes with a $690 million 2.75% convertible bond, opportunistically repurchased $40 million of 7.75% notes due 2029 and ended March 31, 2026 with about $2.0 billion of liquidity and Net LTM Leverage of 1.7x.

The Board approved a first-quarter cash dividend of $0.12 per share and the share repurchase program retained $336 million of remaining capacity as of March 31, 2026. Crescent also closed approximately $355 million of Eagle Ford minerals acquisitions, further expanding its minerals portfolio and royalty cash flow stream.

Crescent Energy Company expects to report approximately $40 million of total cash paid on its commodity derivative positions for the three months ended March 31, 2026. This reflects net cash paid of $101 million on derivative settlements, partially offset by $61 million from settlement of acquired derivative contracts. The company notes these preliminary dollar amounts are subject to change and constitute forward-looking statements, with final figures to appear in its Form 10-Q for the same period.

Crescent Energy Company issued $690 million of 2.75% Convertible Senior Notes due 2031 in a private placement to qualified institutional buyers. The notes pay semiannual interest and can be converted into cash, Class A common stock, or a mix, at the company’s election.

The initial conversion rate is 67.1456 shares per $1,000 principal amount, implying a conversion price of about $14.89 per share, a 32.5% premium to the $11.24 share price on March 3, 2026. A capped call with an initial cap of $22.48 per share, costing about $57 million, is designed to reduce dilution up to a 100% premium.

The company expects to use about $512 million of net proceeds to redeem all outstanding 9.250% Senior Notes due 2028 and may issue up to 61,387,851 shares upon conversion, based on the initial maximum conversion rate.

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.

Crescent Energy Company reported strong fourth quarter and full year 2025 results highlighted by robust cash generation and major portfolio reshaping. For 2025, the company earned net income of $167 million and generated $1.7 billion of Operating Cash Flow and $856 million of Levered Free Cash Flow.

Adjusted EBITDAX reached $2.1 billion, while production averaged 260 MBoe/d for the year and 268 MBoe/d in the fourth quarter, with roughly 40% oil. Management said full year 2025 results exceeded prior guidance that had been raised multiple times.

Crescent executed about $5 billion of acquisitions and divestitures, including the all-stock $3.1 billion Vital Energy acquisition in the Permian and more than $900 million of non-core asset sales. As of December 31, 2025, total assets were $12.4 billion, total debt was $5.5 billion, and Net LTM Leverage was 1.5%, with approximately $2 billion of liquidity.

Crescent Energy Company disclosed preliminary hedge results for the three and twelve months ended December 31, 2025. The company expects to receive about $84 million of total cash from hedge settlements for the quarter and about $165 million for the full year.

These amounts combine net cash received on settlement of derivatives of $50 million for the quarter and $82 million for the year with cash from settlement of acquired derivative contracts of $34 million and $83 million, respectively. The settlements from oil, gas and natural gas liquids contracts acquired in the SilverBow and Vital mergers are expected to be shown as positive adjustments on the Statements of Cash Flows and as additions to Adjusted EBITDAX. All figures are preliminary, forward-looking and may change when final results are reported in the upcoming Form 10‑K.

Crescent Energy Company reported that its subsidiary Crescent Energy Finance LLC has settled exchange offers for senior notes previously issued by Vital Energy. Holders tendered $295,276,000 of 7.75% Vital notes due 2029 and $237,394,000 of 9.750% Vital notes due 2030, leaving $2,938,000 and $64,970,000 outstanding, respectively.

The Issuer issued $294,843,000 of new 7.75% senior notes due July 31, 2029 and $237,179,000 of new 9.750% senior notes due October 15, 2030, each guaranteed on a senior unsecured basis by certain subsidiaries. Both indentures include optional redemption features, change of control repurchase rights at 101% of principal, and covenants that restrict additional debt, distributions, asset sales, investments, liens, mergers and affiliate transactions.

Crescent Energy Company has completed its acquisition of Vital Energy, Inc., issuing 1.9062 shares of Crescent Class A common stock for each eligible Vital share. The merger used a two-step structure followed by an internal reorganization that left Crescent Energy Finance, LLC as the surviving entity holding the acquired interests.

Crescent Energy Finance assumed Vital’s senior unsecured notes, including 7.75% notes due July 31, 2029, 9.750% notes due October 15, 2030, and $800,000,000 of 7.875% notes due April 15, 2032, all with defined call features, and the 2032 notes include change-of-control protection. Crescent stockholders strongly backed the share issuance, with 207,032,108 votes in favor out of 211,259,691 present, and two former Vital directors, William Albrecht and Jarvis Hollingsworth, joined Crescent’s board as one existing director resigned.

Crescent Energy Company reported that its indirect subsidiary, Crescent Energy Finance LLC, has launched private exchange offers for Vital Energy’s senior notes. CE Finance is offering to exchange any and all 7.750% Senior Notes due 2029 for up to $298,214,000 of new 7.750% Senior Notes due 2029, and any and all 9.750% Senior Notes due 2030 for up to $302,364,000 of new 9.750% Senior Notes due 2030, both issued by CE Finance.

Alongside the exchanges, CE Finance is soliciting consents from eligible holders to amend Vital’s existing note indentures to remove substantially all restrictive covenants, certain events of default and other provisions. If the required consent threshold is met for a series, all holders as of the settlement date will receive $2.50 in cash per $1,000 principal amount of that series, subject to stated conditions. The announcement is made in the context of a proposed business combination between Crescent Energy and Vital, which is being pursued under a previously filed Form S-4 and joint proxy statement/prospectus.

Crescent Energy Company furnished an 8-K providing unaudited pro forma condensed combined financial information tied to its recent and pending deals. The filing includes pro formas giving effect to the Ridgemar Acquisition, the previously reported SilverBow acquisition, and the pending all‑equity merger with Vital Energy as if consummated on January 1, 2024.

Exhibit 99.1 presents pro forma Statements of Operations for the year ended December 31, 2024 and for the nine months ended September 30, 2025, reflecting Ridgemar and SilverBow. Exhibit 99.2 presents a pro forma Balance Sheet as of September 30, 2025 and Statements of Operations for the same 2024 and nine‑month periods, reflecting Vital, Ridgemar, and SilverBow. The information under Items 2.02, 7.01 and 8.01 is furnished and not deemed “filed.”

The company also notes a Form S‑4 for the Vital transaction that includes a preliminary joint proxy statement/prospectus, which has not been declared effective. Standard cautionary and “no offer or solicitation” statements apply.

Crescent Energy Company (CRGY) announced its financial and operating results for the quarter ended September 30, 2025. The company furnished a press release as Exhibit 99.1 to a Form 8-K. The information under Item 2.02 and Item 7.01 is furnished and not deemed “filed” under the Exchange Act.

The filing also references a proposed business combination between Crescent and Vital Energy, Inc. Crescent has filed a preliminary Form S-4 that includes a joint proxy statement/prospectus, which has not been declared effective. The transaction will be submitted to the stockholders of both companies. Investors are directed to review the registration statement and joint proxy statement/prospectus when available for important information.

Crescent Energy (CRGY) amended its revolving credit facility. The Thirteenth Amendment provides an automatic increase in the borrowing base to $3.9 billion from $2.6 billion, effective upon the consummation of the proposed business combination with Vital Energy, subject to conditions. The amendment also extends the revolving loan maturity to October 22, 2030 from April 10, 2029, reduces pricing to SOFR + 1.75%–2.75%, and raises the aggregate maximum credit amount to $6.0 billion.

Elected commitments remain at $2.0 billion, indicating no immediate change to available commitments but greater headroom once the Transaction closes. These changes are intended to take effect through the amended terms within the existing syndicated facility administered by Wells Fargo, with Item 2.03 reflecting the creation of a direct financial obligation under the amended agreement.

Crescent Energy Company reports preliminary estimates of cash received from its hedge positions for the three and nine months ended September 30, 2025. The company expects total cash received from hedge settlements of about $37 million for the quarter and $81 million for the nine-month period. This includes net cash received on settlement of derivatives of $22 million for the quarter and $31 million year-to-date, plus settlement of acquired derivative contracts of $15 million and $50 million, respectively. The acquired contracts are tied to the SilverBow Merger and are expected to be shown as positive adjustments in the Statements of Cash Flows and additions to Adjusted EBITDAX. All amounts are preliminary, forward-looking and may change when Crescent files its Form 10-Q for this period.

Crescent Energy Company filed a current report furnishing unaudited pro forma condensed combined statements of operations that reflect its previously completed Ridgemar and SilverBow acquisitions. The pro forma information shows how Crescent’s results of operations for the year ended December 31, 2024 and the six months ended June 30, 2025 would look as if both acquisitions had occurred on January 1, 2024. These statements and related notes are provided in Exhibit 99.1 and are referenced under Items 2.02, 8.01 and 9.01. The company states that the information under Items 2.02 and 7.01 is being furnished rather than filed, meaning it is not subject to certain Exchange Act liabilities or automatically incorporated into other Securities Act or Exchange Act filings.

Crescent Energy Company and Vital Energy, Inc. executed an Agreement and Plan of Merger and related voting/support agreements dated August 24, 2025, documenting the planned mergers and related governance arrangements. The filing states the S-4 registration statement has been declared effective by the SEC and that the shares of Parent common stock to be issued in connection with the mergers have been authorized for listing on the New York Stock Exchange, subject to official notice of issuance. Closing conditions include accuracy of representations and warranties, absence of a material adverse effect, performance of material obligations, and receipt of compliance certificates. The Merger Agreement contains non-solicitation provisions and provides reciprocal termination fees: a Company Termination Fee of $22,500,000 and a Parent Termination Fee of $76,900,000. The filing references related agreements including voting and support agreements, a third amendment to a management agreement, and cross-references Crescent and Vital SEC filings and disclosure locations.

Crescent Energy Company (CRGY) filed an 8-K referencing a proposed transaction with Vital Energy and providing related documents. The filing points investors to a press release and investor presentation dated August 25, 2025, and to registration and joint proxy materials once filed with the SEC. It states where copies of Vital's SEC filings can be obtained and notes that Crescent's insiders' holdings are reflected in Forms 3, 4 or 5 as applicable. The company reiterates standard forward-looking statement disclaimers, saying it gives no assurance that expectations or future results will be achieved and that statements speak only as of their date.

Crescent Energy Company (NYSE: CRGY) disclosed that its indirect subsidiary Crescent Energy Finance LLC priced $600 million aggregate principal amount of 8.375% senior notes due 2034. Net proceeds are expected to be approximately $588.1 million after underwriter discounts and estimated offering expenses.

The company plans to use the cash, together with borrowings under its revolving credit facility or available cash if necessary, to fund a tender offer for a portion of its outstanding 9.250% senior notes due 2028 and to pay related fees. Any unused proceeds will be applied to revolver repayment or general corporate purposes. The notes offering is slated to close on July 8, 2025. It is not contingent on the tender offer, although the tender offer is conditioned on completion of the new issue.

The purchase agreement with BofA Securities, acting as representative of the initial purchasers, includes customary representations and a 60-day restriction on issuing additional long-term debt. Certain initial purchasers or their affiliates are lenders under the revolving credit facility and may hold the 2028 notes, positioning them to receive a portion of the offering proceeds. Exhibit 99.1 contains the related press release.

Crescent Energy (NYSE: CRGY) used this Form 8-K to furnish updated information ahead of a capital markets transaction. The company’s financing subsidiary, CE Finance, plans to issue $500 million of Senior Notes due 2034 in a Rule 144A/Reg S private placement and has launched a cash tender offer for up to $500 million of its 9.250% Senior Notes due 2028. The proceeds are expected to refinance the shorter-dated notes and extend the debt maturity profile.

The filing also includes unaudited pro forma statements of operations for the three months ended March 31 2025 and year ended December 31 2024, giving effect to the Ridgemar Acquisition (closed 1/31/25) as if consummated on 1/1/24. On this basis, full-year 2024 results would have been $2.385 billion Adjusted EBITDAX, $659.2 million Levered Free Cash Flow and $164.7 million net income, compared with an actual reported net loss of $137.7 million.

Reserve disclosures show combined 793 MMBoe of proved reserves (65% liquids) with SEC PV-10 of $6.0 billion. Proved developed producing reserves carry a forecast 26% decline rate for 2025 and average five- and ten-year declines of 17% and 13%, respectively. The company identifies 481 proved undeveloped drilling locations and values its derivative hedge book at a notional $2.8 billion as of 5/31/25.

Management highlights a historical 42% reinvestment rate (capex ÷ Adjusted EBITDAX since 2020), positioning the firm as cash-flow disciplined relative to peers. All information in Items 2.02, 7.01 and 8.01 is expressly furnished, not filed, and therefore does not constitute part of any Securities Act or Exchange Act registration statement.