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Crescent Energy Company (CRGY) reported Q3 2025 results. Revenue was $866.6 million, up from $744.9 million a year ago, while the quarter showed a net loss of $9.5 million as higher depreciation and an $73.5 million impairment offset operating gains. Interest expense was $72.6 million in the quarter.
For the first nine months, Crescent generated $2.71 billion in revenue and $1.31 billion in net cash from operating activities, with $1.52 billion used in investing, reflecting development spending and acquisitions. Long‑term debt was $3.22 billion and cash and cash equivalents were $3.5 million at quarter‑end.
Strategically, Crescent closed the Ridgemar acquisition for $807.2 million in cash plus 5.5 million Class A shares, with up to $170.0 million in contingent consideration. It also agreed to an all‑equity Vital Energy merger, offering 1.9062 Crescent Class A shares per Vital share. A Corporate Simplification eliminated Class B stock; Class A shares outstanding were 254,631,591 as of October 31, 2025.
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 filed Amendment No. 1 to its Form S-4 for a stock-for-stock acquisition of Vital Energy. Each share of Vital common stock will be converted into the right to receive 1.9062 shares of Crescent Class A common stock, with cash paid in lieu of fractional shares. The market value of the consideration will vary with Crescent’s share price: it equaled approximately $18.95 per Vital share on August 22, 2025 and approximately $15.23 on October 21, 2025.
Special meetings are set for December 12, 2025 to seek Crescent stockholder approval of the share issuance and Vital stockholder adoption of the merger agreement. Immediately following closing, Crescent’s existing stockholders are expected to hold approximately 77% of Crescent Class A common stock and Vital’s stockholders approximately 23%. Support agreements cover about 29% of Crescent Class A shares and an investor group holding about 20% of Vital shares is required to vote with the Vital Board recommendation, subject to limited exceptions. If completed, Vital will cease trading and Crescent Class A will continue on the NYSE under “CRGY.”
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 and Vital have agreed to a two-step merger under a Merger Agreement approved by both boards on August 24, 2025. Under the deal, each Vital share will convert into 1.9062 shares of Crescent Class A Common Stock. Immediately after closing, Crescent holders are expected to own approximately 77% of Crescent Class A Common Stock and Vital holders 23%. The Crescent board and Crescent Special Committee and the Vital board unanimously recommend stockholder approval; key advisors (Jefferies, Intrepid and Houlihan Lokey) provided fairness opinions to their respective clients.
The agreement includes a $76.9 million Crescent termination fee, voting and support agreements covering ~29% of Crescent stock and Henry Investors agreeing to vote ~20% of Vital shares in line with Vital’s board. The Merger is intended to be tax-free if it qualifies as a Section 368 reorganization, but Crescent and Vital have not sought an IRS ruling and the IRS could challenge that treatment.
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 filed a Specialized Disclosure Report on Form SD covering its activities as a resource extraction issuer for the period ended December 31, 2024, under Rule 13q-1 of the Exchange Act. The company states that the required detailed disclosure of payments to governments related to resource extraction is provided in Exhibit 99.1, titled Resource Extraction Payment Report, which is filed with this report.
Amendment No. 4 to Schedule 13D reports that a group of Liberty-related reporting persons collectively beneficially own 36,894,411 shares of Crescent Energy Company Class A common stock, representing 14.5% of the outstanding Class A shares based on 254,615,178 shares outstanding. The amendment adds a Voting and Support Agreement dated August 24, 2025, between PT Independence Energy Holdings LLC, Crescent Energy Company and Vital Energy, Inc. Under that agreement the PT Reporting Person agreed to refrain from transfers of its shares subject to exceptions and to vote its shares in favor of issuance of Parent Class A common stock and to oppose competing proposals or actions that could impede the mergers contemplated by the Merger Agreement. A copy of the Voting and Support Agreement is filed as Exhibit 99.1.
The filing amends a Schedule 13D for Crescent Energy Co. and discloses that KKR-affiliated reporting persons and Independence Energy Aggregator L.P. hold material stakes in Crescent's Class A common stock: IE Aggregator holds 26,185,773 shares (approximately 10.3%) and the KKR group is attributable to 26,758,127 shares (approximately 10.5%) based on 254,615,178 outstanding shares as of July 31, 2025. On August 24, 2025 the issuer entered a Merger Agreement to acquire Vital Energy, Inc. in an all-equity transaction and IE Aggregator executed a Voting and Support Agreement to vote its shares in favor of the transaction and against competing proposals. The filing also amends a Management Agreement to cap the portion of the Management Fee attributable to merger equity at $9,000,000, effective on closing.