Liberty Entities File Schedule 13D/A: 36.9M Shares and Voting Agreement for CRGY Deal

Rhea-AI Filing Summary

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.

Positive

• Established support for the mergers: PT Independence entered a Voting and Support Agreement committing votes in favor of the Parent stock issuance linked to the mergers.
• Significant disclosed stake: Reporting persons beneficially own 36,894,411 shares, equal to 14.5% of Class A common stock, a clearly reported ownership position.
• Documented agreement filed: The Voting and Support Agreement is filed as Exhibit 99.1, providing transparency for investors.

Negative

• Transfer restrictions: The PT Reporting Person agreed to refrain from transferring its beneficially owned Class A shares subject to certain exceptions, limiting liquidity or reallocation of that block.
• Commitment to oppose alternatives: The agreement requires votes against Parent competing proposals and actions that could delay or alter the mergers, which reduces the reporting persons' ability to support alternative transactions.

Insights

M&A Specialist

TL;DR: A sizable 14.5% holder entered a voting and support agreement to back the proposed mergers, materially improving merger vote prospects.

The Reporting Persons disclose a coordinated position: they hold 36,894,411 Class A shares (14.5%) and PT Independence executed a Voting and Support Agreement with Crescent and Vital Energy dated August 24, 2025. The agreement restricts transfers and commits votes in favor of Parent stock issuance tied to the First Company Merger and to oppose competing proposals. This is a binding support linkage between a significant shareholder block and the merger process and is filed as Exhibit 99.1.

Corporate Governance Expert

TL;DR: The amendment documents formal governance commitments from a large shareholder block to facilitate the transaction and limit alternative proposals.

The Voting and Support Agreement requires the PT Reporting Person to vote shares to approve transaction-related equity issuances and to vote against competing proposals or actions that could delay or alter the mergers. It also includes transfer restrictions (with exceptions). These contractual voting commitments are material to shareholder decision-making for the pending mergers and are attached as Exhibit 99.1.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Crescent Energy Company

(Name of Issuer)

Class A Common Stock, Par Value of $0.0001 Per Share

(Title of Class of Securities)

44952J104

(CUSIP Number)

Brandi Kendall Vice President
PT Independence Energy Holdings LLC, 175 Berkeley Street
Boston, MA, 02116
713-481-7782

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/24/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

PT Independence Energy Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 36,894,411.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 36,894,411.00

11

Aggregate amount beneficially owned by each reporting person

36,894,411.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Rows 8, 10 and 11 include 39,665 restricted stock units issued to the director designees of the Reporting Persons. (2) Row 13 is based on 254,615,178 shares of Class A Common Stock of Crescent Energy Company (the "Issuer") outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

Liberty Energy Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 36,894,411.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 36,894,411.00

11

Aggregate amount beneficially owned by each reporting person

36,894,411.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Rows 8, 10 and 11 include 39,665 restricted stock units issued to the director designees of the Reporting Persons. (2) Row 13 is based on 254,615,178 shares of Class A Common Stock of the Issuer outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

Liberty Mutual Insurance Company

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 36,894,411.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 36,894,411.00

11

Aggregate amount beneficially owned by each reporting person

36,894,411.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Rows 8, 10 and 11 include 39,665 restricted stock units issued to the director designees of the Reporting Persons. (2) Row 12 is based on 254,615,178 shares of Class A Common Stock of the Issuer outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

Liberty Mutual Group Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 36,894,411.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 36,894,411.00

11

Aggregate amount beneficially owned by each reporting person

36,894,411.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Rows 8, 10 and 11 include 39,665 restricted stock units issued to the director designees of the Reporting Persons. (2) Row 13 is based on 254,615,178 shares of Class A Common Stock of the Issuer outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

LMHC Massachusetts Holdings Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 36,894,411.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 36,894,411.00

11

Aggregate amount beneficially owned by each reporting person

36,894,411.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Rows 8, 10 and 11 include 39,665 restricted stock units issued to the director designees of the Reporting Persons. (2) Row 12 is based on 254,615,178 shares of Class A Common Stock of the Issuer outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

Liberty Mutual Holding Company Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 36,894,411.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 36,894,411.00

11

Aggregate amount beneficially owned by each reporting person

36,894,411.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Rows 8, 10 and 11 include 39,665 restricted stock units issued to the director designees of the Reporting Persons. (2) Row 12 is based on 254,615,178 shares of Class A Common Stock of the Issuer outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, Par Value of $0.0001 Per Share
(b)	Name of Issuer: Crescent Energy Company
(c)	Address of Issuer's Principal Executive Offices: 600 Travis Street, Suite 7200, Houston, TEXAS , 77002.
Item 1 Comment: This Amendment No. 4 (this "Amendment") amends the statement on Schedule 13D originally filed by PT Independence Energy Holdings, Liberty Energy Holdings, LLC, Liberty Mutual Insurance Company, Liberty Mutual Group Inc., LMHC Massachusetts Holdings Inc. and Liberty Mutual Holding Company Inc. (the "Reporting Persons") on December 17, 2021, as amended by that certain Amendment No. 1 to the Schedule 13D filed on September 14, 2022, as further amended by that certain Amendment No. 2 to the Schedule 13D, filed on May 17, 2024, and as further amended by that certain Amendment No. 3 to the Schedule 13D, filed on August 9, 2024 (as so amended, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following to the end of Item 4: The information set forth in amended Item 6 below is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated as follows: The response of the Reporting Persons to rows 7 through 13 on the cover page of this Amendment and the information set forth in Item 6 below are incorporated by reference herein.
(b)	See Item 5(a) above.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended by adding the following: Voting and Support Agreement In connection with the mergers contemplated by that certain Agreement and Plan of Merger, dated August 24, 2025 (the "Merger Agreement"), by and among Issuer, Venus Merger Sub I Inc., a Delaware corporation, Venus Merger Sub II LLC, a Delaware limited liability company, and Vital Energy, Inc., a Delaware corporation ("Company"), PT Independence Energy Holdings LLC ("PT Reporting Person") entered into a Voting and Support Agreement, dated August 24, 2025, with Issuer and the Company (the "Voting and Support Agreement"). Pursuant to the Voting and Support Agreement, the PT Reporting Person agreed to, among other things, (i) refrain from the transfer, including sales, of any shares of Class A Common Stock beneficially owned by it subject to certain exceptions, and (ii) vote all shares of Class A Common Stock beneficially owned by it or cause to be voted all shares of Class A Common Stock beneficially owned by it (A) in favor of the approval of the issuance of shares of Parent Class A Common Stock in connection with the First Company Merger and any other proposal considered and voted upon by the Parent Stockholders at any Parent Stockholders Meeting necessary for consummation of the transactions contemplated by the Merger Agreement, including the Mergers; and (ii) (A) against any Parent Competing Proposal or any of the transactions contemplated thereby, (B) against any action, proposal, transaction or agreement that would reasonably be expected to (1) impede, interfere with or delay the consummation of the Mergers or any of the other transactions contemplated by the Merger Agreement or this Agreement, (2) result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of Parent or any of its Subsidiaries under the Merger Agreement or the Holder under this Agreement or (3) change in any manner the voting rights of any class of shares of Parent (including any amendments to Parent's Organizational Documents) and (C) in favor of any proposal to adjourn or postpone the Parent Stockholders Meeting to a later date if there are not sufficient votes to approve the Parent Stock Issuance. Capitalized terms used herein but not defined herein have the meaning set forth in the Voting and Support Agreement. The foregoing summary of the Voting and Support Agreement is qualified in its entirety by reference to the complete text of the agreement, a copy of which is filed as an exhibit hereto and incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended by adding the following: Exhibit 99.1 Voting and Support Agreement, dated as of August 24, 2025, by and among PT Independence Energy Holdings LLC, Crescent Energy Company and Vital Energy, Inc.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PT Independence Energy Holdings LLC

Signature:	/s/ Brandi Kendall
Name/Title:	Brandi Kendall / Vice President
Date:	08/26/2025

Liberty Energy Holdings, LLC

Signature:	/s/ Bevin Brown
Name/Title:	Bevin Brown / Vice President
Date:	08/26/2025

Liberty Mutual Insurance Company

Signature:	/s/ Vlad Barbalat
Name/Title:	Vlad Barbalat / Vice President
Date:	08/26/2025

Liberty Mutual Group Inc.

Signature:	/s/ Vlad Barbalat
Name/Title:	Vlad Barbalat / Vice President
Date:	08/26/2025

LMHC Massachusetts Holdings Inc.

Signature:	/s/ Vlad Barbalat
Name/Title:	Vlad Barbalat / Vice President
Date:	08/26/2025

Liberty Mutual Holding Company Inc.

Signature:	/s/ Vlad Barbalat
Name/Title:	Vlad Barbalat / Vice President
Date:	08/26/2025

FAQ

What percentage of Crescent Energy (CRGY) does the filing report the reporting persons own?

The reporting persons beneficially own 36,894,411 Class A shares, representing 14.5% of outstanding Class A common stock based on 254,615,178 shares.

What agreement did PT Independence Energy Holdings LLC enter into regarding the merger?

PT Independence entered into a Voting and Support Agreement dated August 24, 2025, committing to vote its shares in favor of issuance of Parent Class A common stock for the First Company Merger and to oppose competing proposals.

Is the Voting and Support Agreement filed with this amendment?

Yes. A copy of the Voting and Support Agreement is filed as Exhibit 99.1 to this Amendment No. 4.

Does the agreement restrict transfers of the reporting persons' shares?

Yes. The Voting and Support Agreement requires the PT Reporting Person to refrain from transferring its shares, subject to certain exceptions described in the agreement.

Who are the other reporting persons named in the filing?

The filing lists PT Independence Energy Holdings LLC, Liberty Energy Holdings, LLC, Liberty Mutual Insurance Company, Liberty Mutual Group Inc., LMHC Massachusetts Holdings Inc., and Liberty Mutual Holding Company Inc.