[SCHEDULE 13D/A] Crescent Energy Company SEC Filing

Rhea-AI Filing Summary

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.

Positive

• IE Aggregator has contractually committed to support the merger by voting its 26,185,773 shares in favor of the issuance of Class A stock for the transaction
• KKR group disclosure clarifies beneficial ownership, attributing 26,758,127 shares (~10.5%) and detailing entity relationships for transparency
• Management fee amendment caps merger-related fee at $9,000,000, limiting potential manager compensation tied to the equity consideration

Negative

• IE Aggregator agreed not to transfer its Class A shares, which limits secondary-market liquidity for those holdings until specified restrictions lapse
• Support Agreement restricts voting against competing proposals, potentially reducing shareholder options to consider alternative transactions

Insights

Mergers & Acquisitions Specialist

TL;DR: KKR-related parties and IE Aggregator hold ~10% each and have contractually committed support for Crescent's all-equity acquisition of Vital Energy.

The Schedule 13D/A confirms a coordinated disclosure of beneficial ownership across multiple KKR entities and Independence Energy Aggregator L.P., showing IE Aggregator holds 26,185,773 shares (~10.3%) while the broader KKR group is associated with 26,758,127 shares (~10.5%). Material deal terms disclosed include an all-equity Merger Agreement dated August 24, 2025 and a Voting and Support Agreement by IE Aggregator to vote for issuance of Class A stock in the mergers and against competing proposals. The filing also records a Management Agreement amendment capping merger-related management fees at $9.0 million payable upon closing. These items are material to control and governance outcomes surrounding the transaction.

Corporate Governance & Securities Analyst

TL;DR: The disclosure signals concentrated outside ownership and a binding support commitment that reduces the risk of shareholder opposition to the merger.

The reporting persons expressly describe ownership attribution under Rule 13d-3 and identify relationships among KKR entities and principals that may lead to deemed beneficial ownership of the reported shares. IE Aggregator’s Support Agreement restricts transfers and requires voting in favor of the merger stock issuance and against competing proposals, and it includes board expansion and director appointment commitments with a two-year replacement restriction for company-designated directors. The document also notes no transactions in the last 60 days by the reporting persons. Overall, the filing documents significant contractual support and governance arrangements that are relevant to investor assessment of the merger’s likelihood of closing and post-closing board composition.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

Crescent Energy Co

(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
Independence Energy Aggregator L.P., 600 Travis Street, Suite 7200
Houston, TX, 77002
713-481-7782

Christopher Lee, Esq.
Kohlberg Kravis Roberts & Co. L.P., 30 Hudson Yards
New York, NY, 10001
212-750-8300

(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

Independence Energy Aggregator L.P.

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 26,185,773.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,185,773.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,185,773.00

12

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

13

Percent of class represented by amount in Row (11)

10.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of Crescent Energy Company, a Delaware corporation (the "Issuer" and such stock, "Class A Common Stock"). The beneficial ownership percentage reported herein is based on 254,615,178 shares of Class A Common Stock outstanding as of July 31, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 (the "Second Quarter 10-Q") filed with the Securities and Exchange Commission (the "SEC") on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

Independence Energy Aggregator GP 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 26,185,773.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,185,773.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,185,773.00

12

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

13

Percent of class represented by amount in Row (11)

10.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. The beneficial ownership percentage reported herein is based on 254,615,178 shares of Class A Common Stock outstanding as of July 31, 2025, as reported by the Issuer in its Second Quarter 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

KKR Upstream Associates 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 26,758,127.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,758,127.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,758,127.00

12

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

13

Percent of class represented by amount in Row (11)

10.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC. The beneficial ownership percentage reported herein is based on 254,615,178 shares of Class A Common Stock outstanding as of July 31, 2025, as reported by the Issuer in its Second Quarter 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

KKR Group Assets Holdings III L.P.

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 26,758,127.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,758,127.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,758,127.00

12

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

13

Percent of class represented by amount in Row (11)

10.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC. The beneficial ownership percentage reported herein is based on 254,615,178 shares of Class A Common Stock outstanding as of July 31, 2025, as reported by the Issuer in its Second Quarter 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

KKR Financial 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 26,758,127.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,758,127.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,758,127.00

12

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

13

Percent of class represented by amount in Row (11)

10.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC. The beneficial ownership percentage reported herein is based on 254,615,178 shares of Class A Common Stock outstanding as of July 31, 2025, as reported by the Issuer in its Second Quarter 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

KKR Group Assets III GP 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 26,758,127.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,758,127.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,758,127.00

12

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

13

Percent of class represented by amount in Row (11)

10.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC. The beneficial ownership percentage reported herein is based on 254,615,178 shares of Class A Common Stock outstanding as of July 31, 2025, as reported by the Issuer in its Second Quarter 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

KKR Group Partnership L.P.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 26,758,127.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,758,127.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,758,127.00

12

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

13

Percent of class represented by amount in Row (11)

10.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC. The beneficial ownership percentage reported herein is based on 254,615,178 shares of Class A Common Stock outstanding as of July 31, 2025, as reported by the Issuer in its Second Quarter 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

KKR Group Holdings Corp.

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 26,758,127.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,758,127.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,758,127.00

12

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

13

Percent of class represented by amount in Row (11)

10.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC. The beneficial ownership percentage reported herein is based on 254,615,178 shares of Class A Common Stock outstanding as of July 31, 2025, as reported by the Issuer in its Second Quarter 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

KKR Group Co. 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 26,758,127.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,758,127.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,758,127.00

12

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

13

Percent of class represented by amount in Row (11)

10.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC. The beneficial ownership percentage reported herein is based on 254,615,178 shares of Class A Common Stock outstanding as of July 31, 2025, as reported by the Issuer in its Second Quarter 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

KKR & Co. 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 26,758,127.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,758,127.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,758,127.00

12

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

13

Percent of class represented by amount in Row (11)

10.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC. The beneficial ownership percentage reported herein is based on 254,615,178 shares of Class A Common Stock outstanding as of July 31, 2025, as reported by the Issuer in its Second Quarter 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

KKR Management LLP

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 26,758,127.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,758,127.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,758,127.00

12

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

13

Percent of class represented by amount in Row (11)

10.5 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC. The beneficial ownership percentage reported herein is based on 254,615,178 shares of Class A Common Stock outstanding as of July 31, 2025, as reported by the Issuer in its Second Quarter 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

Henry R. Kravis

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 26,758,127.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,758,127.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,758,127.00

12

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

13

Percent of class represented by amount in Row (11)

10.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC. The beneficial ownership percentage reported herein is based on 254,615,178 shares of Class A Common Stock outstanding as of July 31, 2025, as reported by the Issuer in its Second Quarter 10-Q filed with the SEC on August 4, 2025.

SCHEDULE 13D

CUSIP No. 44952J104

1

Name of reporting person

George R. Roberts

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 26,758,127.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 26,758,127.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

26,758,127.00

12

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

13

Percent of class represented by amount in Row (11)

10.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The beneficial ownership reported herein consists of shares of Class A Common Stock, par value $0.0001 per share, of the Issuer. Also includes 572,354 shares of Class A Common Stock held directly by KKR Upstream Associates LLC. The beneficial ownership percentage reported herein is based on 254,615,178 shares of Class A Common Stock outstanding as of July 31, 2025, as reported by the Issuer in its Second Quarter 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 Co
(c)	Address of Issuer's Principal Executive Offices: 600 Travis Street, Suite 7200, Houston, TEXAS , 77002.
Item 1 Comment: This Amendment No. 11 ("Amendment No. 11") amends and supplements the Schedule 13D originally filed with the SEC on December 17, 2021, as amended on September 15, 2022, June 6, 2023, July 5, 2023, November 15, 2023, March 11, 2024, April 3, 2024, May 17, 2024, August 5, 2024, March 11, 2025 and April 8, 2025 (as so amended, the "Schedule 13D") by the Reporting Persons, relating to the shares of Class A Common Stock. Except as specifically provided herein, this Amendment No. 11 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 11 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2 of the Schedule 13D is hereby amended and supplemented to include the following: The directors of KKR & Co. Inc. are listed on the amended and restated Annex A, which is incorporated by reference herein.
Item 4.	Purpose of Transaction
	On August 24, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Vital Energy, Inc., a Delaware corporation ("Vital" or "Company"), Venus Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("Merger Sub Inc."), and Venus Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer ("Merger Sub LLC"), pursuant to which the Issuer will acquire the Company in an all-equity transaction through (i) the merger of Merger Sub Inc. (the "First Company Merger") with and into the Company, with the Company continuing as the surviving entity (the "Surviving Corporation") and (ii) immediately following the First Company Merger, the merger of the Surviving Corporation (the "Second Company Merger" and, together with the First Company Merger, the "Mergers") with and into Merger Sub LLC, with Merger Sub LLC continuing as the surviving entity (the "Surviving Company"), in each case, on the terms and subject to the conditions set forth in the Merger Agreement. On the same date and in connection with the Issuer's entry into the Merger Agreement, Independence Energy Aggregator L.P. ("IE Aggregator") entered into that certain Voting and Support Agreement (the "Support Agreement"), by and among the Issuer, the Company and IE Aggregator, pursuant to which IE Aggregator has agreed, among other things, (i) not to transfer any of its shares of Class A Common Stock, (ii) to vote its shares of Class A Common Stock in favor of the issuance of Class A Common Stock in connection with the Mergers and (iii) to vote its shares of Class A Common Stock against (A) any Competing Proposal (as defined in the Merger Agreement) or other proposal that would reasonably be expected to impede, interfere with or delay the consummation of the Mergers and (B) any action or agreement that would result in a breach of any covenant, representation, warranty or any other obligation or agreement of the Issuer or its subsidiaries contained in the Merger Agreement or of IE Aggregator contained in the Support Agreement. In addition, the Support Agreement contains additional obligations to (i) comply with the obligations of the parties under the Merger Agreement relating to the HSR Act, (ii) comply with the restrictions on transfers set forth in Section 13.07(a) of the Issuer's Amended and Restated Certificate of Incorporation with respect to any indirect transfer of its shares of the Issuer's Series I Preferred Stock, par value $0.0001 per share, for three years following the consummation of the Mergers, and (iii) (A) take all actions necessary to cause the increase in the size of the Issuer's board of directors (the "Issuer Board") and appointment of the Company Designated Directors (as defined in the Support Agreement) to the Issuer Board following the consummation of the Mergers and (B) not remove or replace any Company Designated Director for a period of two years following the consummation of the Mergers, other than for cause. The foregoing description of the terms of the Support Agreement is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a) - 5(c) of the Schedule 13D are hereby amended and restated as follows: (a) The response of the Reporting Persons to rows 7 through 13 on the cover pages of this Schedule 13D are incorporated by reference herein. IE Aggregator holds 26,185,773 shares of Class A Common Stock. KKR Upstream Associates LLC ("Upstream") holds 572,354 shares of Class A Common Stock. As a result, for the purpose of Rule 13d-3 under the Act, each of IE Aggregator and Independence Energy Aggregator GP LLC ("Aggregator GP") may be deemed to be the beneficial owners of an aggregate of 26,185,773 shares of Class A Common Stock, which represents approximately 10.3% of the outstanding Class A Common Stock, based on a total of 254,615,178 shares of Class A Common Stock of the Issuer outstanding. Each of Upstream, KKR Group Assets Holdings III L.P., KKR Financial Holdings LLC, KKR Group Assets III GP LLC, KKR Group Partnership L.P., KKR Group Holdings Corp., KKR Group Co. Inc., KKR & Co. Inc., KKR Management LLP, Henry R. Kravis and George R. Roberts (together, the "KKR Group") may be deemed to be the beneficial owners of an aggregate of 26,758,127 shares of Class A Common Stock under Rule 13d-3 of the Act. The aggregate number of shares of Class A Common Stock beneficially owned by the KKR Group represents approximately 10.5% of the outstanding Class A Common Stock, based on a total of 254,615,178 shares of Class A Common Stock of the Issuer outstanding. Each of Aggregator GP (as the general partner of IE Aggregator), Upstream (as the sole member of Aggregator GP), KKR Group Assets Holdings III L.P. and KKR Financial Holdings LLC (as the controlling members of Upstream), KKR Group Assets III GP LLC (as the general partner of KKR Group Assets Holdings III L.P.), KKR Group Partnership L.P. (as the sole member of each of KKR Group Assets III GP LLC and KKR Financial Holdings LLC), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.) and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities beneficially owned by IE Aggregator. Additionally, each of KKR Group Assets Holdings III L.P. and KKR Financial Holdings LLC (as the controlling members of Upstream), KKR Group Assets III GP LLC (as the general partner of KKR Group Assets Holdings III L.P.), KKR Group Partnership L.P. (as the sole member of each of KKR Group Assets III GP LLC and KKR Financial Holdings LLC), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR Group Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR & Co. Inc. (as the sole shareholder of KKR Group Co. Inc.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.) and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities beneficially owned by Upstream. The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D. To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Class A Common Stock except as described herein. The Reporting Persons and PT Independence Energy Holdings LLC, a Delaware limited liability company ("PT Independence") may be deemed to constitute a group for purposes of Section 13(d) due to the terms of the Specified Rights Agreement. However, neither the Reporting Persons nor PT Independence have voting or dispositive power over the other party's shares of Class A Common Stock or securities convertible into or exercisable for shares of Class A Common Stock, including any OpCo LLC Units or shares of Class B Common Stock. PT Independence separately files a Schedule 13D with respect to its interest in the Issuer.
(b)	See Item 5(a) above.
(c)	None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other individuals named in Item 2, has effected any transaction in shares of Class A Common Stock during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented to incorporate by reference the information in Item 4 of this Amendment No. 11 and as follows: Amendment to Management Agreement On August 24, 2025, in connection with the entry into the Merger Agreement, the Issuer and KKR Energy Assets Manager LLC entered into an amendment to the Management Agreement (the "Management Agreement Amendment") which will become effective only upon the Closing (as defined in the Merger Agreement). The Management Agreement Amendment provides that the portion of the Management Fee (as defined in the Management Agreement) attributable to the equity issued in connection with the Mergers shall not exceed $9,000,000. The foregoing description of the terms of the Management Agreement Amendment is qualified in its entirety by reference to the full text of such agreement, which is filed as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibits: Exhibit Number Description V Annex A W Voting and Support Agreement by and among Crescent Energy Company, Vital Energy, Inc. and Independence Energy Aggregator LP., dated as of August 24, 2025 (incorporated by reference to Exhibit 10.2 of the Issuer's Current Report on Form 8-K filed August 25, 2025, file no. 001-41132) X Third Amendment to Management Agreement, dated as of August 24, 2025, by and among Crescent Energy Company and KKR Energy Assets Manager LLC (incorporated by reference to Exhibit 10.4 of the Issuer's Current Report on Form 8-K filed August 25, 2025, file no. 001-41132) Y Powers of Attorney

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.

Independence Energy Aggregator L.P.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary, Independence Energy Aggregator GP LLC, its general partner
Date:	08/26/2025

Independence Energy Aggregator GP LLC

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary
Date:	08/26/2025

KKR Upstream Associates LLC

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary
Date:	08/26/2025

KKR Group Assets Holdings III L.P.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary, KKR Group Assets III GP LLC, its general partner
Date:	08/26/2025

KKR Financial Holdings LLC

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	08/26/2025

KKR Group Assets III GP LLC

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	08/26/2025

KKR Group Partnership L.P.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary, KKR Group Holdings Corp., its general partner
Date:	08/26/2025

KKR Group Holdings Corp.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	08/26/2025

KKR Group Co. Inc.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	08/26/2025

KKR & Co. Inc.

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Secretary
Date:	08/26/2025

KKR Management LLP

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Assistant Secretary
Date:	08/26/2025

Henry R. Kravis

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Attorney-in-Fact
Date:	08/26/2025

George R. Roberts

Signature:	/s/ Christopher Lee
Name/Title:	Christopher Lee, Attorney-in-Fact
Date:	08/26/2025

FAQ

How many Crescent Energy (CRGY) Class A shares does Independence Energy Aggregator L.P. hold?

Independence Energy Aggregator L.P. holds 26,185,773 shares of Class A Common Stock, representing approximately 10.3% of outstanding Class A shares.

What stake is attributed to the KKR group in Crescent Energy (CRGY)?

The KKR-related reporting persons are attributable to 26,758,127 shares, or approximately 10.5% of Class A Common Stock based on 254,615,178 shares outstanding.

What transaction is disclosed in this Schedule 13D/A for Crescent Energy?

The filing discloses an all-equity Merger Agreement dated August 24, 2025 under which Crescent will acquire Vital Energy, Inc., structured through two step mergers.

What voting commitments did IE Aggregator make regarding the merger?

IE Aggregator agreed not to transfer its Class A shares, to vote in favor of the issuance of Class A stock in connection with the mergers, and to vote against competing proposals and actions that would impede the mergers.

Did the filing modify management compensation related to the merger?

Yes. An amendment to the Management Agreement caps the portion of the Management Fee attributable to the equity issued in connection with the mergers at $9,000,000, effective upon closing.