Crescent Energy (CRGY) officer gets performance shares as tax withholding reduces net stake

Rhea-AI Filing Summary

Crescent Energy Co officer John Clayton Rynd reported compensation-related share movements, not open-market trading. On March 16, 2026, 43,935 shares of Class A common stock were delivered to him at the direction of KKR Energy Assets Manager LLC as part of an earned performance-based award originally granted to the manager in 2021.

On the same date, 11,251 shares were withheld by the manager to cover tax withholding obligations tied to this award. Following these transactions, Rynd directly holds 39,684 shares of Class A common stock. The filing reflects equity compensation vesting and tax withholding rather than discretionary buying or selling.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rynd John Clayton

(Last) (First) (Middle)

600 TRAVIS STREET, SUITE 7200

(Street)

HOUSTON TEXAS 77002

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Crescent Energy Co [ CRGY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A common stock, par value $0.0001 per share	03/16/2026		J		43,935(1)	A	$0	50,935	D
Class A common stock, par value $0.0001 per share	03/16/2026		J		11,251(2)	D	$11.8	39,684	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares of Crescent Energy Company Class A common stock ("Common Stock") reported were delivered to the reporting person at the direction of KKR Energy Assets Manager LLC (the "Manager") and represent a portion of the earned shares under the performance-based vesting award (the "Manager Award") originally granted to the Manager on December 6, 2021 under the Crescent Energy Company 2021 Manager Incentive Plan.

2. Represents shares of Common Stock withheld by the Manager to satisfy tax withholding obligations with respect to the portion of the earned shares under the Manager Award delivered to the reporting person.

Remarks:

Executive Vice President, Investments

	/s/ Bo Shi, as attorney-in-fact for John Clayton Rynd	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Crescent Energy Co (CRGY) report for John Clayton Rynd?

Crescent Energy reported that officer John Clayton Rynd received 43,935 Class A shares as part of a performance-based award. On the same date, 11,251 shares were withheld to satisfy related tax obligations, reflecting equity compensation mechanics rather than open-market buying or selling.

Were the CRGY insider transactions for John Clayton Rynd open-market buys or sells?

The transactions were not open-market buys or sells. Shares were delivered as part of an earned performance-based award, and a portion was withheld to cover tax obligations. Both are compensation and tax events, classified as “other acquisition or disposition” under transaction code J.

How many Crescent Energy (CRGY) shares did John Clayton Rynd hold after the reported transactions?

After the reported transactions, John Clayton Rynd directly held 39,684 shares of Crescent Energy Class A common stock. This figure reflects the net position following the delivery of award shares and the separate withholding of 11,251 shares for tax obligations by the award manager.

What is the role of KKR Energy Assets Manager LLC in the CRGY Form 4 transactions?

KKR Energy Assets Manager LLC directed the delivery and withholding of the reported Crescent Energy shares. The delivered shares represent part of an earned performance-based vesting award originally granted to the manager, and the withheld shares satisfied tax obligations tied to that same award.

What does transaction code J mean in the Crescent Energy (CRGY) Form 4 for John Clayton Rynd?

Transaction code J indicates “other acquisition or disposition” rather than a straightforward purchase or sale. In this case, it covers delivery of performance-based award shares to John Clayton Rynd and the separate withholding of shares to meet associated tax withholding obligations.