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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’s major shareholder group has updated its ownership structure in this Schedule 13D amendment. Liberty Mutual–affiliated entities now report beneficial ownership of 36,894,411 shares of Crescent Energy Class A common stock, representing about 14.5% of the company. Liberty Mutual Foundation Inc. has been added as a reporting person and now directly holds 36,813,628 shares, while Liberty Energy Holdings LLC directly holds 80,783 shares, including 39,665 shares held by director designees.
The filing explains that on December 16, 2025, PT Independence Energy Holdings LLC transferred these shares through Liberty Energy Holdings LLC to Liberty Mutual Insurance Company, and on December 18, 2025 they were transferred to Liberty Mutual Foundation Inc. As a result, PT Independence Energy Holdings LLC no longer owns Crescent Energy stock, though the Liberty group continues to report the same overall beneficial stake. Liberty Foundation also became a party to the company’s Registration Rights Agreement and succeeded to specified rights previously held by PT Independence Energy Holdings LLC.
Crescent Energy Company completed its acquisition of Vital Energy, Inc., and a new director filed an initial ownership report. At the merger’s effective time, each share of Vital common stock was converted into the right to receive 1.9062 shares of Crescent Class A common stock. On December 15, 2025, the closing price of one share of Class A common stock was $8.92. The reporting person was appointed to Crescent’s Board of Directors in connection with the merger and beneficially owned 64,664 shares of Class A common stock at the time of appointment.
Crescent Energy Co filed an initial ownership report for a new director following its merger with Vital Energy, Inc. On December 15, 2025, Crescent Energy completed the merger, in which each share of Vital common stock was converted into the right to receive 1.9062 shares of Crescent’s Class A common stock.
At the time of his appointment to Crescent’s Board of Directors in connection with the merger closing, the reporting person beneficially owned 38,245 shares of Crescent Class A common stock, held directly. On that same date, the closing price of one share of Class A common stock was $8.92, giving readers a sense of the market value of these shares on the merger date.
Crescent Energy Co director reports stock gifts
A Crescent Energy Co director, Marcus C. Rowland, reported several transactions in Class A common stock dated 12/17/2025. The filing shows three transactions coded "G," indicating gifts of shares at a reported price of $0 per share. The reported gift amounts were 6,500 shares, 2,250 shares, and another 2,250 shares of Class A common stock.
After these transactions, the director is shown as beneficially owning 80,035 shares of Crescent Energy Co Class A common stock in a direct ownership form. The filing is submitted as a Form 4 for one reporting person and is signed by Bo Shi as attorney-in-fact for Marcus C. Rowland.
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.
Liberty Mutual Foundation Inc. filed an initial ownership report showing a significant stake in Crescent Energy Co. As of the event date 12/18/2025, the foundation beneficially owned 36,813,628 shares of Crescent’s Class A common stock in direct form. This filing reflects the foundation’s status as a director of Crescent Energy.
According to the footnote, these shares were acquired from PT Independence Energy Holdings LLC through Liberty Energy Holdings, LLC and Liberty Mutual Insurance Company. Liberty Mutual Foundation Inc. may be deemed to beneficially own remaining shares held by Liberty Energy Holdings, LLC due to common control, but it states it has no pecuniary (economic) interest in those remaining shares.
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.