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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Gift | Class A Common Stock | 36,813,628 | $0.00 | -- |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (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. 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. (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. (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. 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.
