Crescent Energy Co (CRGY) 10% owner transfers 36.8M shares to Liberty Mutual Foundation

Rhea-AI Filing Summary

Crescent Energy Company director and 10% owner entities report a major share transfer. PT Independence Energy Holdings LLC transferred 36,813,628 shares of Crescent Energy Class A Common Stock on 12/16/2025 at a price of $0 to Liberty Mutual Foundation Inc., through Liberty Energy Holdings, LLC and Liberty Mutual Insurance Company. After this transaction, 41,118 shares of Class A Common Stock are shown as directly beneficially owned and 39,665 shares as indirectly beneficially owned. The filing notes that PT Independence Energy Holdings LLC no longer owns any shares, and that Liberty Energy Holdings, LLC may be deemed to beneficially own the shares held by the Foundation due to common control, while having no pecuniary interest in those shares. Restricted stock units previously granted to Liberty Energy Holdings, LLC officers serving as Crescent directors are subject to an agreement that any director compensation, including shares from RSUs, will be transferred to Liberty Energy Holdings, LLC.

Insights

Insider transactions analyst

Large insider block moved to a foundation, with limited economic interest retained.

The reporting group tied to PT Independence Energy Holdings LLC and Liberty Mutual entities disclosed a transfer of 36,813,628 Crescent Energy Class A shares on 12/16/2025 at $0. The shares went to Liberty Mutual Foundation Inc., and the disclosure states that PT Independence Energy Holdings LLC no longer owns any shares. This indicates a significant redistribution of a large shareholder’s position.

The narrative explains that Liberty Energy Holdings, LLC may be deemed to beneficially own the Foundation’s shares due to common control but has no pecuniary interest. After the transaction, 41,118 shares are directly beneficially owned and 39,665 shares indirectly. The entities collectively disclaim beneficial ownership beyond their pecuniary interests. The filing also highlights that directors affiliated with Liberty entities must transfer any equity compensation from restricted stock units to Liberty Energy Holdings, LLC, structurally aligning director compensation with the Liberty group.

Overall, this reflects an internal reallocation of Crescent Energy exposure within the Liberty-related structure and a sizable charitable transfer, rather than a market sale. Actual market impact will depend on any future decisions by the Foundation or related entities.

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

OMB Number:			3235-0287
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hours per response:			0.5

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^*

PT Independence Energy Holdings LLC

(Last) (First) (Middle)

C/O LIBERTY MUTUAL INSURANCE

175 BERKELEY STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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

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

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

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	12/16/2025		G(1)		36,813,628	D	$0	41,118	D(2)(3)(4)(5)
Class A Common Stock								39,665	I	See Footnotes(2)(3)(4)(5)

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

1. Name and Address of Reporting Person^*

PT Independence Energy Holdings LLC

(Last) (First) (Middle)

C/O LIBERTY MUTUAL INSURANCE

175 BERKELEY STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Liberty Energy Holdings, LLC

(Last) (First) (Middle)

175 BERKELEY STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LIBERTY MUTUAL HOLDING Co INC.

(Last) (First) (Middle)

175 BERKELEY STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The shares were transferred by PT Independence Energy Holdings LLC (the "PT Reporting Person") through Liberty Energy Holdings, LLC ("LEH") and Liberty Mutual Insurance Company to Liberty Mutual Foundation Inc. (the "Foundation"). As a result of such transfer, the PT Reporting Person no longer owns any shares. LEH may be deemed to beneficially own the shares held by the Foundation due to their common control but have no pecuniary interest in such shares.

2. Pursuant to the terms of the Second Amended and Restated Limited Liability Company Agreement of PT Reporting Person, LEH has the sole right to vote or dispose of the shares of Class A Common Stock held by the PT Reporting Person. Therefore, LEH is deemed to have beneficial ownership of such shares of Class A Common Stock. The sole member of LEH is Liberty Mutual Insurance Company ("Liberty Mutual"), which is wholly owned by Liberty Mutual Group Inc. The sole shareholder of Liberty Mutual Group Inc. is LMHC Massachusetts Holdings Inc., whose sole shareholder is Liberty Mutual Holding Company Inc. Because Liberty Mutual Holding Company Inc. is a mutual holding company, its members are entitled to vote at meetings of the company. No such member is entitled to cast 5% or more of the votes.

3. (Continued from Footnote 2) Each of PT Reporting Person, LEH, Liberty Mutual, Liberty Mutual Group Inc., LMHC Massachusetts Holdings Inc. and Liberty Mutual Holding Company Inc. (collectively, the "Record Holders") directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to be the indirect beneficial owner of some or all of the equity interests referred to in note 5 owned by the Record Holders.

4. (Continued from Footnote 3) Each Record Holder disclaims beneficial ownership of such equity interests reported herein, except to the extent of its pecuniary interest therein, and, with respect to each of the Record Holders, except to the extent of its respective direct ownership reported herein, and this report shall not be deemed an admission that the Record Holders are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

5. Bevin Brown is an officer of LEH and serves on the Board of Directors of Crescent Energy Company (the "Issuer") as a nominee of the PT Reporting Person. The Issuer previously granted to Ms. Brown pursuant to the Crescent Energy Company 2021 Equity Incentive Plan, in her capacity as a director of the Issuer, and to another officer of LEH who previously served on the Board of Directors of the Issuer as a nominee of the PT Reporting Person, restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Class A Common Stock. Ms. Brown and such other LEH officer have agreed that they will not receive any separate compensation for serving as a director of the Issuer and will transfer to LEH any director compensation received from the Issuer, including any shares received in settlement of the RSUs.

Remarks:

Each of the foregoing entities is a director-by-deputization solely for purposes of Section 16 of the Exchange Act.

	PT INDEPENDENCE ENERGY HOLDINGS LLC, By: Brandi Kendall, Title: Vice President	12/18/2025
	LIBERTY ENERGY HOLDINGS, LLC, By: Vlad Barbalat, Title: Executive Vice President	12/18/2025
	LIBERTY MUTUAL HOLDING COMPANY INC., By: Vlad Barbalat, Title: Executive Vice President	12/18/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Crescent Energy Co (CRGY) report in this Form 4?

The Form 4 reports that PT Independence Energy Holdings LLC transferred 36,813,628 shares of Crescent Energy Class A Common Stock on 12/16/2025 at a price of $0.

Who received the 36,813,628 Crescent Energy (CRGY) shares in this insider transfer?

The shares were transferred by PT Independence Energy Holdings LLC through Liberty Energy Holdings, LLC and Liberty Mutual Insurance Company to Liberty Mutual Foundation Inc.

How many Crescent Energy (CRGY) shares do the reporting persons show as beneficially owned after the transaction?

After the reported transaction, the filing shows 41,118 shares of Class A Common Stock as directly beneficially owned and 39,665 shares as indirectly beneficially owned.

Does PT Independence Energy Holdings LLC still own Crescent Energy (CRGY) shares after this Form 4 transaction?

No. The explanation states that, as a result of the transfer, PT Independence Energy Holdings LLC no longer owns any shares of Crescent Energy.

What is Liberty Energy Holdings, LLCs role in Crescent Energy (CRGY) share ownership?

Liberty Energy Holdings, LLC has the sole right to vote or dispose of certain Crescent Energy Class A shares and may be deemed to beneficially own shares held by the Foundation due to common control, while having no pecuniary interest in those shares.

How are Crescent Energy (CRGY) director RSUs handled for Liberty-related nominees?

Restricted stock units granted to Liberty Energy Holdings, LLC officers serving as Crescent directors represent a right to one share each, and those officers have agreed to transfer any director compensation, including RSU shares, to Liberty Energy Holdings, LLC.

What is the reported relationship of the Liberty entities to Crescent Energy Co (CRGY)?

The Liberty-related entities are reported as Director and 10% Owner of Crescent Energy Co for Section 16 purposes, and are described as director-by-deputization solely for those purposes.