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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-41132

Crescent Energy Company

(Exact name of registrant as specified in its charter)


Delaware						87-1133610
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

600 Travis Street, Suite 7200

Houston, Texas 77002

(713) 332-7001

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $0.0001

CRGY

New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of October 31, 2025, there were approximately 254,631,591 shares outstanding of the registrant's Class A common stock.

Table of Contents


Glossary			2
Cautionary Statement Regarding Forward-Looking Statements			3
Part I - Financial Information
Item 1. Financial Statements			5
Item 2 . Management's Discussion and Analysis of Financial Condition and Results of Operations			34
Item 3 . Quantitative and Qualitative Disclosures About Market Risk			57
Item 4. Controls and Procedures			58
Part II - Other Information
Item 1. Legal Proceedings			59
Item 1A. Risk Factors			59
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			62
Item 3. Defaults Upon Senior Securities			62
Item 4. Mine Safety Disclosures			62
Item 5. Other Information			62
Item 6. Exhibits			62
Signatures			66

GLOSSARY

The following are abbreviations and definitions of certain terms used in this document, which are commonly used in the oil and natural gas industry:

Barrel or Bbl — One stock tank barrel, or 42 United States gallons liquid volume.

Boe — One barrel of oil equivalent determined using the ratio of six Mcf of natural gas to one barrel of crude oil or condensate.

Boe/d — Barrels of oil equivalent per day.

Brent — the reference price paid in U.S. dollars for a barrel of light sweet crude oil produced from the Brent field in the UK sector of the North Sea.

Btu — British thermal unit, which is the heat required to raise the temperature of a one-pound mass of water one degree Fahrenheit.

Henry Hub — Henry Hub is the major exchange for pricing natural gas futures on the New York Mercantile Exchange. It is frequently referred to as the Henry Hub index.

MBbls — One thousand Bbls or other liquid hydrocarbons.

MBbl/d — One thousand Bbls or other liquid hydrocarbons per day.

MBoe — One thousand Boe.

MBoe/d — One thousand Boe per day.

Mcf — One thousand cubic feet of natural gas.

Mcf/d — One thousand Mcf per day.

MMBoe — One million Boe.

MMBtu — One million Btus.

MMcf — One million Mcf.

MMcf/d — One million Mcf per day.

NYMEX — The New York Mercantile Exchange.

Proved reserves — Proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

Working interest — The operating interest that gives the owner the right to drill, produce and conduct operating activities on the property and a share of production.

WTI — A light crude oil produced in the United States with an American Petroleum Institute gravity of approximately 38-40 and sulfur content of approximately 0.3%.

Cautionary Statement Regarding Forward-Looking Statements

The information in this Quarterly Report on Form 10-Q (this "Quarterly Report") contains or incorporates by reference information that includes or is based upon "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements, other than statements of historical facts, included herein concerning, among other things, planned capital expenditures, increases in oil, natural gas and natural gas liquids (“NGL”) production, the number of anticipated wells to be drilled or completed after the date hereof, future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other plans and objectives for future operations, are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, among others:

•commodity price volatility;

•our business strategy;

•our ability to integrate operations or realize any anticipated operational or corporate synergies and other benefits of our acquisitions, including the Ridgemar Acquisition;

•the risk that the Ridgemar Acquisition may not be accretive, and may be dilutive, to Crescent’s earnings per share, which may negatively affect the market price of Crescent common stock;

•the effects of a prolonged government shutdown, including our ability to complete the Vital Energy Merger;

•capital requirements and uncertainty of obtaining additional funding on terms acceptable to us;

•risks and restrictions related to our debt agreements and the level of our indebtedness;

•our reliance on KKR Energy Assets Manager LLC as our external manager;

•our hedging strategy and results;

•realized oil, natural gas and NGL prices;

•political and economic conditions and events in the U.S. and in foreign oil, natural gas and NGL producing countries, including embargoes, political and regulatory changes implemented by the Trump Administration, continued hostilities in the Middle East, including the Israel-Hamas conflict, and the conflict with Iran, and other sustained military campaigns, the armed conflict in Ukraine and associated economic sanctions on Russia, conditions in South America, Central America and China and acts of terrorism or sabotage;

•changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements, including such changes that may be implemented by the Trump Administration;

•general economic conditions, including the impact of inflation, elevated interest rates and associated changes in monetary policy;

•the impact of central bank policy actions and disruptions in the banking industry and in the capital markets;

•the severity and duration of public health crises and any resultant impact on governmental actions, commodity prices, supply and demand considerations, and storage capacity;

•timing and amount of our future production of oil, natural gas and NGLs;

•a decline in oil, natural gas and NGL production, and the impact of general economic conditions on the demand for oil, natural gas and NGLs and the availability of capital;

•unsuccessful drilling and completion (“D&C”) activities and the possibility of resulting write downs;

•our ability to meet our proposed drilling schedule and to successfully drill wells that produce oil, natural gas and NGLs in commercially viable quantities;

•shortages of equipment, supplies, services and qualified personnel and increased costs for such equipment, supplies, services and personnel, including any delays and/or supply chain disruptions due to continued hostilities in the Middle East and international trade rules and regulations;

•adverse variations from estimates of reserves, production, prices and expenditure requirements, and our inability to replace our reserves through exploration and development activities;

•incorrect estimates associated with properties we acquire relating to estimated proved reserves, the presence or recoverability of estimated oil, natural gas and NGL reserves and the actual future production rates and associated costs of such acquired properties;

•hazardous, risky drilling operations, including those associated with the employment of horizontal drilling techniques, and adverse weather and environmental conditions;

•limited control over non-operated properties;

•title defects to our properties and inability to retain our leases;

•our ability to successfully develop our large inventory of undeveloped acreage;

•our ability to retain key members of our senior management and key technical employees;

•risks relating to managing our growth, particularly in connection with the integration of significant acquisitions;

•our ability to successfully execute our growth strategies;

•impact of environmental, occupational health and safety, and other governmental regulations, and of current or pending legislation that may negatively impact the future production of oil and natural gas or drive the substitution of renewable forms of energy for oil and natural gas;

•federal and state regulations and laws, including the One Big Beautiful Bill Act (the "OBBBA"), the Inflation Reduction Act of 2022 (the "IRA 2022") and any impact thereon by the OBBBA, taxes, tariffs and international trade, safety and the protection of the environment;

•our ability to predict and manage the effects of actions of OPEC and agreements to set and maintain production levels, including as a result of recent production cuts by OPEC, which may be exacerbated by the continued hostilities in the Middle East, including with Iran;

•information technology failures or cyberattacks;

•changes in tax laws and the impact of those changes on us;

•effects of competition; and

•seasonal weather conditions.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties incident to the development, production, gathering and sale of oil, natural gas and NGLs, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability and cost of drilling and production equipment and services, project construction delays, environmental risks, drilling and other operating risks, lack of availability or capacity of midstream gathering and transportation infrastructure, regulatory changes, including the impact of tariffs and international trade, the uncertainty inherent in estimating reserves and in projecting future rates of production, cash flow and access to capital, including restrictions due to elevated interest rates, the timing of development expenditures and the other risks described under “Risk Factors” in this Quarterly Report, in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024 ("Annual Report") and our reports and registration statements filed from time to time with the SEC.

Reserve engineering is a process of estimating underground accumulations of hydrocarbons that cannot be measured in an exact way. The accuracy of any reserve estimates depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development program. Accordingly, reserve estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered.

Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

Part I – Financial Information

Item 1. Financial Statements


CRESCENT ENERGY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share data)

	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	3,531	$	132,818
Restricted cash	5,346		5,490
Accounts receivable, net	521,011		535,416
Accounts receivable – affiliates	3,633		6,856
Derivative assets – current	106,685		53,273


Prepaid expenses	44,859		42,595
Other current assets	17,645		11,640
Total current assets	702,710		788,088
Property, plant and equipment:
Oil and natural gas properties at cost, successful efforts method
Proved	12,998,672		11,471,299
Unproved	376,362		374,306
Oil and natural gas properties at cost, successful efforts method	13,375,034		11,845,605
Field and other property and equipment, at cost	232,981		226,871
Total property, plant and equipment	13,608,015		12,072,476
Less: accumulated depreciation, depletion, amortization and impairment	(4,740,549)		(3,927,422)
Property, plant and equipment, net	8,867,466		8,145,054

Derivative assets – noncurrent	2,652		6,684
Investments in equity affiliates	13,766		13,810
Other assets	107,608		207,013
TOTAL ASSETS	$	9,694,202	$	9,160,649
















The accompanying notes to financial statements are an integral part of these condensed consolidated financial statements


CRESCENT ENERGY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share data)

	September 30, 2025		December 31, 2024

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	762,136	$	740,452
Accounts payable – affiliates	26,259		18,334
Derivative liabilities – current	6,719		2,698
Financing lease obligations – current	3,637		3,625

Other current liabilities	65,447		62,254
Total current liabilities	864,198		827,363
Long-term debt	3,221,409		3,049,255
Derivative liabilities – noncurrent	13,789		37,732
Asset retirement obligations	483,562		448,945
Deferred tax liability	564,442		370,329
Financing lease obligations – noncurrent	1,511		3,526
Other liabilities	66,410		55,539
Total liabilities	5,215,321		4,792,689
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests	—		1,228,329
Equity:
Class A common stock, $0.0001 par value; 1,000,000,000 shares authorized, 261,179,607 and 189,505,209 shares issued, 254,631,591 and 187,070,725 shares outstanding as of September 30, 2025 and December 31, 2024, respectively	26		19
Class B common stock, $0.0001 par value; 500,000,000 shares authorized and 0 and 65,948,124 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively	—		7
Preferred stock, $0.0001 par value; 500,000,000 shares authorized and 1,000 Series I preferred shares issued and outstanding as of September 30, 2025 and December 31, 2024	—		—
Treasury stock, at cost; 6,548,016 and 2,434,484 shares of Class A common stock as of September 30, 2025 and December 31, 2024, respectively	(66,316)		(32,430)
Additional paid-in capital	4,521,169		3,227,450
Retained earnings (accumulated deficit)	15,705		(64,751)
Noncontrolling interests	8,297		9,336
Total equity	4,478,881		3,139,631
TOTAL LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY	$	9,694,202	$	9,160,649

The accompanying notes to financial statements are an integral part of these condensed consolidated financial statements

CRESCENT ENERGY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenues:
Oil	$	596,288	$	548,430	$	1,818,435	$	1,521,946
Natural gas	144,462		78,790		490,903		210,008
Natural gas liquids	92,589		87,253		298,306		221,103
Midstream and other	33,240		30,401		107,091		102,573
Total revenues	866,579		744,874		2,714,735		2,055,630
Expenses:
Lease operating expense	163,705		129,546		485,450		382,688
Workover expense	23,105		15,347		58,486		45,230
Asset operating expense	23,420		23,771		74,144		82,020
Gathering, transportation and marketing	93,427		89,405		304,789		224,825
Production and other taxes	55,430		43,171		170,917		106,759
Depreciation, depletion and amortization	298,450		251,498		878,079		640,444
Impairment of oil and natural gas properties	73,527		—		122,159		—
Exploration expense	1,002		14,565		6,882		14,758
Midstream and other operating expense	27,796		25,304		86,639		82,829
General and administrative expense	74,275		159,677		255,657		249,532
(Gain) loss on sale of assets	1,641		12		(11,131)		(19,437)
Total expenses	835,778		752,296		2,432,071		1,809,648
Income (loss) from operations	30,801		(7,422)		282,664		245,982
Other income (expense):
Gain (loss) on derivatives	55,702		96,881		163,259		(4,589)
Interest expense	(72,629)		(61,840)		(221,029)		(146,885)
Loss from extinguishment of debt	(29,248)		(36,513)		(29,248)		(59,095)
Other income (expense)	209		1,631		440		2,405
Income (loss) from equity affiliates	864		44		1,695		122
Total other income (expense)	(45,102)		203		(84,883)		(208,042)
Income (loss) before taxes	(14,301)		(7,219)		197,781		37,940
Income tax benefit (expense)	4,032		1,640		(39,638)		(5,678)
Net income (loss)	(10,269)		(5,579)		158,143		32,262

Less: net (income) loss attributable to noncontrolling interests	762		765		(2,526)		(916)
Less: net (income) loss attributable to redeemable noncontrolling interests	—		(5,131)		(14,050)		(27,912)
Net income (loss) attributable to Crescent Energy	$	(9,507)	$	(9,945)	$	141,567	$	3,434
Net income (loss) per share:
Class A common stock – basic	$	(0.04)	$	(0.07)	$	0.61	$	0.03
Class A common stock – diluted	$	(0.04)	$	(0.07)	$	0.60	$	0.03
Class B common stock – basic and diluted	$	—	$	—	$	—	$	—
Weighted average shares outstanding:
Class A common stock – basic	254,621		146,620		233,261		117,749
Class A common stock – diluted	254,621		146,620		236,029		119,597
Class B common stock – basic and diluted	—		65,948		22,207		72,054

The accompanying notes to financial statements are an integral part of these condensed consolidated financial statements


CRESCENT ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
(in thousands)

	Crescent Energy Company
		Class A Common Stock			Class B Common Stock			Series I Preferred Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Noncontrolling Interest		Total
	Shares	Amount	Shares		Amount	Shares		Amount	Shares		Amount
Balance at January 1, 2024		91,609	$	9	88,048	$	9	1	$	—	1,071	$	(17,143)	$	1,626,501	$	95,447	$	29,687	$	1,734,510
Net income (loss)		—	—		—	—		—	—		—	—		—		(24,168)		3,499		(20,669)

Distributions		—	—		—	—		—	—		—	—		—		—		(8,037)		(8,037)

Dividend to Class A common stock		—	—		—	—		—	—		—	—		—		(12,649)		—		(12,649)
Equity-based compensation		—	—		—	—		—	—		—	—		14,556		—		276		14,832


Change in deferred taxes related to basis differences associated with the 2024 Equity Transactions		—	—		—	—		—	—		—	—		(30,713)		—		—		(30,713)
Change in equity associated with the 2024 Equity Transactions		13,800	2		(16,100)	(2)		—	—		—	—		318,963		—		—		318,963
Balance at March 31, 2024		105,409	$	11	71,948	$	7	1	$	—	1,071	$	(17,143)	$	1,929,307	$	58,630	$	25,425	$	1,996,237
Net income (loss)		—	—		—	—		—	—		—	—		—		37,547		(1,818)		35,729

Distributions		—	—		—	—		—	—		—	—		—		—		(2,512)		(2,512)

Dividend to Class A common stock		—	—		—	—		—	—		—	—		—		(13,382)		—		(13,382)
Equity-based compensation		108	—		—	—		—	—		—	—		13,578		—		(53)		13,525


Change in deferred taxes related to basis differences associated with the 2024 Equity Transactions		—	—		—	—		—	—		—	—		(17,563)		—		—		(17,563)
Repurchase of redeemable noncontrolling interest		—	—		—	—		—	—		—	—		122		—		—		122
Change in equity associated with the 2024 Equity Transactions		6,000	—		(6,000)	—		—	—		—	—		128,988		—		—		128,988
Balance at June 30, 2024		111,517	$	11	65,948	$	7	1	$	—	1,071	$	(17,143)	$	2,054,432	$	82,795	$	21,042	$	2,141,144
Net income (loss)		—	—		—	—		—	—		—	—		—		(9,945)		(765)		(10,710)
Contributions		—	—		—	—		—	—		—	—		—		—		4,280		4,280
Distributions		—	—		—	—		—	—		—	—		—		—		(472)		(472)

Dividend to Class A common stock		—	—		—	—		—	—		—	—		—		(19,562)		—		(19,562)
Equity-based compensation		—	—		—	—		—	—		—	—		60,976		—		(8,744)		52,232


Change in deferred taxes related to basis differences associated with the SilverBow Merger and repurchases of Class A common stock		—	—		—	—		—	—		—	—		(28,618)		—		—		(28,618)
Repurchase of redeemable noncontrolling interest		—	—		—	—		—	—		—	—		636		—		—		636

Changes in equity associated with the SilverBow Merger		51,562	5		—	—		—	—		630	(7,441)		754,955		—		—		747,519
Repurchases of Class A common stock		(688)	—		—	—		—	—		688	(7,343)		(3,832)		—		—		(11,175)
Balance at September 30, 2024		162,391	$	16	65,948	$	7	1	$	—	2,389	$	(31,927)	$	2,838,549	$	53,288	$	15,341	$	2,875,274


The accompanying notes to financial statements are an integral part of these condensed consolidated financial statements


CRESCENT ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
(in thousands)

	Crescent Energy Company
		Class A Common Stock			Class B Common Stock			Series I Preferred Stock			Treasury Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Noncontrolling Interest		Total
	Shares	Amount	Shares		Amount	Shares		Amount	Shares		Amount
Balance at January 1, 2025		187,071	$	19	65,948	$	7	1	$	—	2,434	$	(32,430)	$	3,227,450	$	(64,751)	$	9,336	$	3,139,631
Net income (loss)		—	—		—	—		—	—		—	—		—		(2,150)		1,989		(161)

Distributions		—	—		—	—		—	—		—	—		—		—		(1,756)		(1,756)

Dividend to Class A common stock		—	—		—	—		—	—		—	—		(23,457)		—		—		(23,457)
Equity-based compensation		—	—		—	—		—	—		—	—		19,398		—		193		19,591


Change in deferred taxes related to basis in OpCo		—	—		—	—		—	—		—	—		(5,474)		—		—		(5,474)

Change in equity associated with the 2025 Class A Redemption		2,949	—		(2,949)	—		—	—		—	—		34,096		—		—		34,096
Changes in equity associated with the Ridgemar Acquisition		5,455	1		—	—		—	—		—	—		108,048		—		—		108,049
Repurchases of Class A common stock		(503)	—		—	—		—	—		503	(5,312)		—		—		—		(5,312)
Balance at March 31, 2025		194,972	$	20	62,999	$	7	1	$	—	2,937	$	(37,742)	$	3,360,061	$	(66,901)	$	9,762	$	3,265,207
Net income (loss)		—	—		—	—		—	—		—	—		—		153,221		1,299		154,520

Distributions		—	—		—	—		—	—		—	—		—		—		(306)		(306)

Dividend to Class A common stock		—	—		—	—		—	—		—	—		—		(30,554)		—		(30,554)
Equity-based compensation		217	—		—	—		—	—		32	(358)		93,075		—		195		92,912


Change in deferred taxes related to basis in OpCo		—	—		—	—		—	—		—	—		(131,397)		—		—		(131,397)



Changes in equity associated with the Corporate Simplification		62,999	6		(62,999)	(7)		—	—		—	—		1,176,669		—		—		1,176,668
Cash distributions on behalf of former redeemable noncontrolling interest holders related to income taxes		—	—								—	—		(165)		—		—		(165)
Repurchases of Class A common stock		(3,573)	—		—	—		—	—		3,573	(28,158)		—		—		—		(28,158)
Other		—	—		—	—		—	—		—	—		(3)		—		—		(3)
Balance at June 30, 2025		254,615	$	26	—	$	—	1	$	—	6,542	$	(66,258)	$	4,498,240	$	55,766	$	10,950	$	4,498,724
Net income (loss)		—	—		—	—		—	—		—	—		—		(9,507)		(762)		(10,269)

Distributions		—	—		—	—		—	—		—	—		—		—		(2,088)		(2,088)
Dividend to Class A common stock		—	—		—	—		—	—		—	—		—		(30,554)		—		(30,554)
Equity-based compensation		16	—		—	—		—	—		6	(58)		23,591		—		197		23,730

Cash distributions on behalf of former redeemable noncontrolling interest holders related to income taxes		—	—		—	—		—	—		—	—		(605)		—		—		(605)

Other		—	—		—	—		—	—		—	—		(57)		—		—		(57)
Balance at September 30, 2025		254,631	$	26	—	$	—	1	$	—	6,548	$	(66,316)	$	4,521,169	$	15,705	$	8,297	$	4,478,881

The accompanying notes are an integral part of these condensed consolidated financial statements

CRESCENT ENERGY COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Nine Months Ended September 30,
		2025		2024
Cash flows from operating activities:
Net income (loss)		$	158,143	$	32,262
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation, depletion and amortization		878,079		640,444
Impairment expense		122,159		—
Deferred tax expense (benefit)		36,832		(10,229)
(Gain) loss on derivatives		(163,259)		4,589
Net cash (paid) received on settlement of derivatives		31,038		(43,011)
Non-cash equity-based compensation expense		143,281		131,896
Amortization of debt issuance costs, premium and discount		11,161		9,781
Loss from debt extinguishment		29,248		59,095
(Gain) loss on sale of oil and natural gas properties		(11,131)		(19,437)

Settlement of acquired derivative contracts		49,580		26,291
Other		(28,248)		(27,750)
Changes in operating assets and liabilities:
Accounts receivable		19,917		143,868
Accounts receivable – affiliates		3,223		1,133
Prepaid and other current assets		(8,724)		(3,533)
Accounts payable and accrued liabilities		26,075		(90,960)
Accounts payable – affiliates		12,450		(27,233)
Other		(684)		11,446
Net cash provided by operating activities		1,309,140		838,652
Cash flows from investing activities:
Development of oil and natural gas properties		(691,373)		(467,545)
Acquisitions of oil and natural gas properties, net of cash acquired		(942,465)		(387,775)
Proceeds from the sale of oil and natural gas properties		114,799		29,685
Purchases of restricted investment securities – HTM		(16,158)		(5,332)
Maturities of restricted investment securities – HTM		16,168		5,400
Other		—		(8,809)
Net cash used in investing activities		(1,519,029)		(834,376)
Cash flows from financing activities:
Proceeds from the issuance of Senior Notes, after premium, discount and underwriting fees		591,750		1,679,125
Repurchase of Senior Notes, including extinguishment costs		(522,360)		(714,817)
Revolving Credit Facility borrowings		2,735,000		2,417,100
Revolving Credit Facility repayments		(2,663,000)		(1,868,300)
Payment of debt issuance costs		(6,319)		(26,637)






Repayments of debt acquired in SilverBow Merger, including extinguishment costs		—		(1,177,138)
Dividend to Class A common stock		(84,565)		(45,593)
Cash distributions to redeemable noncontrolling interests initiated by Class A common stock dividend		(7,560)		(24,099)
Cash distributions to redeemable noncontrolling interests initiated by Manager Compensation		(8,767)		(17,580)
Cash distributions to redeemable noncontrolling interests initiated by income taxes		(865)		(340)
Repurchase of redeemable noncontrolling interests related to 2024 Equity Transactions		—		(22,701)
Repurchase of redeemable noncontrolling interests		—		(8,809)

Noncontrolling interest distributions		(4,150)		(11,022)
Noncontrolling interest contributions		—		4,280
Cash paid for treasury stock acquired for equity-based compensation tax withholding		(58)		(7,536)
Repurchases of Class A common stock		(33,828)		(7,343)
Other		(2,846)		(3,525)
Net cash provided by (used in) financing activities		(7,568)		165,065
Net change in cash, cash equivalents and restricted cash		(217,457)		169,341
Cash, cash equivalents and restricted cash, beginning of period		240,908		8,729
Cash, cash equivalents and restricted cash, end of period		$	23,451	$	178,070

The accompanying notes are an integral part of these condensed consolidated financial statements

CRESCENT ENERGY COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Except as noted within the context of each footnote disclosure, the dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of dollars.)

Unless otherwise stated or the context otherwise indicates, all references to “we,” “us,” “our,” "Crescent" and the “Company” or similar expressions refer to Crescent Energy Company and its subsidiaries.

NOTE 1 – Organization and Basis of Presentation

Organization

Crescent is a differentiated U.S. energy company committed to delivering value for shareholders through a disciplined growth through acquisition strategy and consistent return of capital. Our long-life, balanced portfolio combines stable cash flows from low-decline production with deep, high-quality development inventory. Our activities are focused in Texas and the Rocky Mountain region.

Corporate Structure

Our Class A common stock, par value $0.0001 per share ("Class A Common Stock"), is listed on the New York Stock Exchange under the symbol “CRGY”. Crescent is a holding company that conducts all of its business operations through its subsidiaries including, Crescent Energy OpCo LLC ("OpCo") and its subsidiaries. Additionally, an affiliate of KKR & Co. Inc. (together with its subsidiaries, the "KKR Group") is the sole holder of Crescent's non-economic Series I preferred stock, par value $0.0001 per share, which entitles the holder thereof to appoint the Board of Directors of Crescent and to certain other approval rights.

Corporate Simplification

In April 2025, we announced that our corporate structure had been simplified through the elimination of the Company’s Up-C structure through the exercise by the holders of all remaining shares of Class B Common Stock of their redemption rights with respect to all of their OpCo Units (the “Corporate Simplification”). Prior to the Corporate Simplification, the Up-C structure provided for holders of Crescent’s then-outstanding Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), which had voting (but no economic) rights with respect to Crescent, to hold a corresponding amount of economic, non-voting units of OpCo (“OpCo Units”), which were generally redeemable or exchangeable for Class A Common Stock on the terms and conditions set forth in OpCo’s Amended and Restated Limited Liability Company Agreement (“OpCo LLC Agreement”). Pursuant to the aforementioned exercise of such right in the Corporate Simplification, all OpCo Units (other than those held by Crescent) were exchanged for an equivalent number of shares of Class A Common Stock and all outstanding shares of Class B Common Stock were cancelled. As a result of the Corporate Simplification, all of the Company’s common stockholders now hold Class A Common Stock. See NOTE 11 – Related Party Transactions for more information.

2025 Equity Transactions

In March 2025, Independence Energy Aggregator L.P., the entity through which certain private investors in affiliated KKR entities held their interests in us, exercised its redemption right with respect to 2.9 million OpCo Units, and such OpCo Units were exchanged for an equivalent number of shares of Class A Common Stock and a corresponding number of shares of Class B Common Stock were cancelled (the "2025 Class A Redemption"). The shares of Class A Common Stock were sold by Independence Energy Aggregator L.P. at a price per share of $9.91, pursuant to Rule 144, through a broker-dealer. We did not receive any proceeds or incur any material expenses related to the March 2025 Class A Redemption.

As a result of the 2025 Class A Redemption and the Corporate Simplification, the total number of shares of our Class A Common Stock increased by 65.9 million shares with a corresponding decrease in the number of shares of our Class B Common Stock, and redeemable noncontrolling interests decreased by $1,210.8 million, while APIC increased by $1,210.8 million.

2024 Equity Transactions

On April 1, 2024, Independence Energy Aggregator L.P. exercised its redemption right with respect to 6.0 million OpCo Units and such OpCo Units were exchanged for an equivalent number of shares of Class A Common Stock and corresponding number of shares of Class B Common Stock were cancelled (the "April 2024 Class A Redemption"). The shares of Class A Common Stock were sold by Independence Energy Aggregator L.P. at a price per share of $10.74, pursuant to Rule 144, through a broker-dealer. We did not receive any proceeds or incur any material expenses related to the April 2024 Class A Redemption.

In March 2024, 16.1 million OpCo Units were acquired from Independence Energy Aggregator L.P. and we cancelled a corresponding number of shares of Class B Common Stock (the "March 2024 Redemption"). Of the total OpCo Units acquired, 13.8 million were exchanged for shares of Class A Common Stock, which were subsequently sold in an underwritten public offering at a price to the public of $10.50 per share, or a net price of $9.87 per share after deducting the underwriters' discounts and commissions, from which we did not receive any proceeds, nor incur any material expenses with respect to such acquisition. In connection with the underwritten public offering, we repurchased 2.3 million OpCo Units from Independence Energy Aggregator L.P. for $22.7 million in cash and we cancelled a corresponding number of shares of Class B Common Stock (the "March 2024 Repurchase," together with the March 2024 Redemption, the "March 2024 Equity Transactions").

As a result of the April 2024 Class A Redemption and the March 2024 Equity Transactions (the "2024 Equity Transactions"), the total number of shares of our Class A Common Stock increased by 19.8 million shares and the total number of shares of our Class B Common Stock decreased by 22.1 million shares, and Redeemable noncontrolling interests decreased by $470.7 million while APIC increased by $448.0 million.

Treasury Stock

Our Board of Directors authorized a stock repurchase program on March 4, 2024 with an approved limit of $150.0 million and a two-year term. Such repurchases may be made from time to time in the open market, in privately negotiated transactions, through purchases made in accordance with the Rule 10b5-1 of the Exchange Act or by such other means as will comply with applicable state and federal securities laws. The timing of any repurchases under the stock repurchase program will depend on market conditions, contractual limitations and other considerations. The program may be extended, modified, suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or number of securities. The 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the IRA 2022 applies to repurchases of our Class A Common Stock pursuant to our stock repurchase program.

We record treasury stock purchases at cost, which includes incremental direct transaction costs. Amounts are recorded as a reduction to equity on our condensed consolidated balance sheets. For the nine months ended September 30, 2025, we repurchased 4.1 million shares of our Class A Common Stock for $33.5 million, at an average price of $8.21 per share (the "2025 Class A Repurchases"). In connection therewith, we cancelled a corresponding number of OpCo Units. During 2024, we repurchased 0.7 million shares of our Class A Common Stock for $7.8 million, at an average price of $10.70 per share (the "2024 Class A Repurchases" and together with the 2025 Class A Repurchases, the "Class A Repurchases"), and in connection therewith, we cancelled a corresponding number of OpCo Units. When combining the Class A Repurchases with the 2024 Equity Transactions, the remaining amount under the authorized plan is approximately $86.0 million as of September 30, 2025.

Basis of Presentation

Our unaudited condensed consolidated financial statements (the “financial statements”) include the accounts of the Company and its subsidiaries after the elimination of intercompany transactions and balances, are presented in accordance with U.S. general accepted accounting principles (“GAAP”) and reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the respective interim periods. We have no elements of other comprehensive income for the periods presented. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report.

Crescent is a holding company that conducts substantially all of its business through its consolidated subsidiaries, including (i) OpCo, which as of September 30, 2025 was wholly owned by Crescent, and (ii) Crescent Energy Finance LLC, OpCo's wholly owned subsidiary. Crescent and OpCo have no operations, or material cash flows, assets or liabilities other than their investment in Crescent Energy Finance LLC. The assets and liabilities of OpCo represent substantially all of our consolidated assets and liabilities with the exception of certain current and deferred taxes and certain liabilities under the Management

Agreement (as defined within NOTE 11 – Related Party Transactions). Certain restrictions and covenants related to the transfer of assets from OpCo are discussed further in NOTE 7 – Debt.

The financial statements include undivided interests in oil and natural gas properties. We account for our share of oil and natural gas properties by reporting our proportionate share of assets, liabilities, revenues, costs and cash flows within the accompanying condensed consolidated balance sheets, condensed consolidated statements of operations, and condensed consolidated statements of cash flows.

NOTE 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We use historical experience and various other assumptions and information that are believed to be reasonable under the circumstances in developing our estimates and judgments. Estimates and assumptions about future events and their effects cannot be predicted with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. While we believe that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results may differ from these estimates. Our significant estimates include the fair value of acquired assets and liabilities, oil and natural gas reserves, impairment of proved and unproved oil and natural gas properties, valuation of derivative instruments and income taxes.

Restricted Cash

Restricted cash consists of funds earmarked for a special purpose and therefore not available for immediate and general use. The majority of our restricted cash is composed of cash that is contractually required to be restricted to fund acquisitions or to pay for the future abandonment of certain wells. Restricted cash is included in Other current assets and Other assets on our condensed consolidated balance sheets.

The following table provides a reconciliation of cash and restricted cash presented on our balance sheets to amounts shown in our condensed consolidated statements of cash flows:


	As of September 30,
	2025		2024
	(in thousands)
Cash and cash equivalents	$	3,531	$	136,151
Restricted cash – current	5,346		30,089
Restricted cash – noncurrent	14,574		11,830
Total cash, cash equivalents and restricted cash	$	23,451	$	178,070

Redeemable Noncontrolling Interests

Pursuant to the OpCo LLC Agreement, holders of OpCo Units, other than the Company, may redeem all or a portion of their OpCo Units for either (a) shares of Class A Common Stock or (b) at the election of the Company, an approximately equivalent amount of cash as determined pursuant to the terms of the OpCo LLC Agreement. In connection with such redemption, a corresponding number of shares of Class B Common Stock will be cancelled. The cash redemption election is not considered to be within the control of the Company because the holders of Class B Common Stock and their affiliates control the Company through direct representation on the Board of Directors. As a result, we present the noncontrolling interests in OpCo as redeemable noncontrolling interests outside of permanent equity. Redeemable noncontrolling interests are recorded at the greater of the carrying value or redemption amount with a corresponding adjustment to Additional paid-in capital. The cash redemption amount for OpCo Units for this purpose is based on the 10-day volume-weighted average closing price of Class A Common Stock at the end of the reporting period. Changes in the redemption value are recognized immediately as they occur, as if the end of the reporting period was also the redemption date for the instrument, with an offsetting entry to Additional paid-in capital. Following the 2025 Class A Redemption and the Corporate Simplification, the Company is the sole holder of all outstanding OpCo Units.

For the nine months ended September 30, 2025, the 2025 Class A Redemption and the Corporate Simplification reduced the number of shares of our Class B Common Stock by 65.9 million shares, and we reclassified $1,210.8 million from Redeemable noncontrolling interests to Additional paid-in capital as a result of the transfer of additional OpCo Units to Crescent as a result of such transactions.

The 2024 Equity Transactions reduced the number of shares of our Class B Common Stock by 22.1 million shares. In addition, the 2024 Equity Transactions resulted in the transfer of 19.8 million OpCo Units to Crescent and the repurchase, by OpCo, of 2.3 million OpCo Units for $22.7 million in cash. As a result of the transfer of additional OpCo Units to Crescent, we reclassified $448.0 million from Redeemable noncontrolling interests to Additional paid-in capital.

From December 31, 2024 through September 30, 2025, we recorded adjustments to the value of our redeemable noncontrolling interests as shown below:


	Redeemable Noncontrolling Interests
	(in thousands)
Balance as of December 31, 2024	$	1,228,329
Net (loss) income attributable to redeemable noncontrolling interests	6,072


Cash distributions from OpCo initiated by Class A common stock dividend, Manager Compensation and income taxes, net	(7,648)
Accrued OpCo cash distribution initiated by Manager Compensation	(4,242)
Equity-based compensation	6,635


Change in redeemable noncontrolling interests associated with the Ridgemar Acquisition	(26,359)
Change in redeemable noncontrolling interests associated with the March 2025 Class A Redemption	(34,096)

Balance as of March 31, 2025	$	1,168,691
Net (loss) income attributable to redeemable noncontrolling interests	7,978









Change in redeemable noncontrolling interests associated with the Corporate Simplification	(1,176,669)

Balance as of September 30, 2025	$	—

Income Taxes

Crescent is a holding company and its sole material asset is OpCo Units. OpCo is a partnership and is generally not subject to U.S. federal and certain state taxes. Crescent is subject to U.S. federal and certain state taxes on its allocable share of any taxable income of OpCo. For the three and nine months ended September 30, 2025, we recognized income tax benefit of $4.0 million and income tax expense of $39.6 million for an effective tax rate of 28.2% and 20.0%, respectively. For the three and nine months ended September 30, 2024, we recognized income tax benefit of $1.6 million and income tax expense of $5.7 million for an effective tax rate of 22.7% and 15.0%, respectively. Historically, our effective tax rate has been lower than the U.S. federal statutory income tax rate of 21% primarily due to effects of removing income and losses related to our noncontrolling interests and redeemable noncontrolling interests. However, as part of our Corporate Simplification, we expect our effective rate to be more in line with the U.S. federal statutory income tax rate plus our blended state income tax rate. Our effective tax rate for the three months ended September 30, 2025 was driven higher primarily due to our increased ownership of OpCo in 2025. In addition to increasing our effective tax rate, the Corporate Simplification and the 2025 Class A Redemption increased our Deferred tax liability by $136.9 million with an offsetting decrease in Additional paid-in capital.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted into law. The OBBBA is a significant piece of tax legislation that includes provisions that permanently restore an EBITDA-based section 163(j) calculation for tax years beginning after December 31, 2024 and restore 100% bonus depreciation under section 168(k) for property acquired and placed in service after January 19, 2025, deferring the recognition of a significant portion of current federal tax for multiple years.

We evaluate and update the estimated annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. Consequently, based upon the mix and timing of our actual earnings compared to annual projections, our effective tax rate may vary quarterly and may make quarterly comparisons not meaningful. The quarterly income tax provision is generally composed of tax expense on income or benefit on loss at the most recent estimated annual effective tax rate. The tax effect of discrete items is recognized in the period in which they occur at the applicable statutory rate.

We continually assess the available positive and negative evidence to determine if sufficient future taxable income will be generated to use the existing deferred tax assets. On the basis of this evaluation a valuation allowance is recorded to recognize only the portion of the deferred tax assets that are more likely than not to be realized. The amount of the deferred tax asset considered realizable; however, could be adjusted in the future.

We have U.S. federal net operating loss ("NOL") carryforwards and recognized built-in-loss ("RBIL") property that are subject to limitation under Section 382. Pursuant to Sections 382 and 383 of the U.S. Internal Revenue Code of 1986, as amended, utilization of our NOL and RBIL carryforwards is subject to an annual limitation. These annual limitations may result in the expiration of NOL and RBIL carryforwards prior to utilization; accordingly we have maintained a valuation allowance related to U.S. federal NOL and RBIL carryforwards that we do not believe are recoverable due to these Section 382 limitations.

As of September 30, 2025 and December 31, 2024, we did not have any uncertain tax positions.

Supplemental Cash Flow Disclosures

The following are our supplemental cash flow disclosures for the nine months ended September 30, 2025 and 2024:


	Nine Months Ended September 30,
		2025		2024
	(in thousands)
Supplemental cash flow disclosures:
Interest paid, net of amounts capitalized		$	228,495	$	106,508
Income tax payments (refunds)		8,847		1,656
Non-cash investing and financing activities:
Capital expenditures included in accounts payable and accrued liabilities		$	164,045	$	182,308

Equity consideration for acquisitions		82,145		611,423
Right-of-use assets obtained in exchange for leases		13,669		61,515

NOTE 3 – Acquisitions and Divestitures

Acquisitions

Vital Energy Merger

In August 2025, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Vital Energy, Inc., a Delaware corporation ("Vital"), pursuant to which we agreed to acquire Vital in an all-equity transaction through a series of mergers (collectively, the "Vital Energy Merger"). Subject to the terms and conditions of the Merger Agreement, each share of Vital's common stock, par value $0.01 per share ("Vital Common Stock") issued and outstanding immediately prior to the merger close date, will be converted into the right to receive 1.9062 shares of Crescent Class A Common Stock. The Vital Energy Merger will be accounted for using the acquisition method of accounting for business combinations in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations ("ASC 805"), with Crescent being identified as the acquirer for accounting purposes. This Quarterly Report is filed before the completion of the Vital Energy Merger, and information set forth herein only relates to the results of operations for Crescent for the quarter and year-to-date periods ended September 30, 2025 and 2024 and does not include any operational or financial information for Vital for such periods.

Ridgemar Acquisition

On December 3, 2024, we entered into the Membership Interest Purchase Agreement (the “Ridgemar Acquisition Agreement”) pursuant to which we acquired all of the outstanding equity interests in Ridgemar (Eagle Ford) LLC (“Ridgemar”). On January 31, 2025, we acquired all of the outstanding equity interests in Ridgemar (Eagle Ford) LLC ("Ridgemar") for $807.2 million in cash and 5.5 million shares of our Class A Common Stock (the "Ridgemar Acquisition"). In addition, up to $170.0 million in contingent earn-out consideration may be paid in fiscal years 2026 and 2027 if quarterly NYMEX WTI prices of crude oil are

above certain thresholds in 2026 and 2027 (collectively, the "Ridgemar Contingent Consideration”). We accounted for the Ridgemar Acquisition as an asset acquisition.

SilverBow Merger

On July 30, 2024, we consummated the transactions contemplated by the Agreement and Plan of Merger, dated May 15, 2024 (the transactions contemplated therein, the "SilverBow Merger"), between Crescent, SilverBow, Artemis Acquisition Holdings Inc. ("Artemis Holdings"), Artemis Merger Sub Inc. ("Merger Sub Inc.") and Artemis Merger Sub II LLC ("Merger Sub LLC"). The SilverBow Merger has been accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, with Crescent being identified as the accounting acquirer.

Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Crescent, merged with and into SilverBow (the "Initial Merger"), with SilverBow surviving the merger (the "Initial Surviving Corporation"), and immediately following the Initial Merger, the Initial Surviving Corporation merged with and into Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Artemis Holdings, a Delaware corporation and a direct wholly owned subsidiary of Crescent (the "Subsequent Merger" and together with the Initial Merger, the "Mergers"), with Merger Sub LLC continuing as the surviving company of the Subsequent Merger (the "Subsequent Surviving Company") as a direct wholly owned subsidiary of Artemis Holdings. Promptly following the completion of the Mergers, Artemis Holdings contributed the Subsequent Surviving Company to Crescent Energy OpCo LLC, a Delaware limited liability company, of which Crescent is the managing member, which in turn contributed the Subsequent Surviving Company to its wholly owned subsidiary, Crescent Energy Finance, a Delaware limited liability company.

Subject to the terms and conditions of the Merger Agreement, each share of SilverBow's common stock, par value $0.01 per share ("SilverBow Common Stock") issued and outstanding immediately prior to the merger close date, was converted into the right to receive, pursuant to an election made and not revoked, one of the following forms of consideration: (A) 3.125 shares of Crescent Class A Common Stock, (B) a combination of 1.866 shares of Crescent Class A Common Stock and $15.31 in cash or (C) $38.00 in cash, subject to an aggregate cap of $400.0 million on the total cash consideration payable for the SilverBow Common Stock in the SilverBow Merger. The Merger Agreement also provided that each outstanding SilverBow restricted stock unit, performance-based stock unit (assuming maximum performance) and in-the money stock option, whether vested or unvested, held by certain employees and directors of SilverBow (collectively, the "SilverBow Equity Awards") became fully vested and was canceled and converted into a right to receive a cash payment (less the exercise price in the case of stock options) or, in the case of the restricted stock units and performance-based stock units, a partial cash payment and partial settlement in shares of Crescent Class A Common Stock. Each stock option with an exercise price that equaled or exceeded the amount of such cash payment was cancelled for no consideration. We finalized the acquisition accounting for the SilverBow Merger during the three months ended June 30, 2025. See the table below for consideration transferred and final purchase price allocation. Crescent issued 51.6 million shares of Class A Common Stock in the SilverBow Merger and paid $382.4 million in cash to former SilverBow shareholders, including amounts payable in respect of outstanding SilverBow equity awards. See Note 10 - Equity-Based Compensation Awards.

During 2024, we reorganized our business, primarily as a result of the SilverBow Merger, which included one-time termination costs and exit costs for the closure of one of our offices. We expect the total amount of one-time employee termination benefits incurred to be $11.4 million and lease termination and other costs of $5.5 million, all of which was recognized on the condensed consolidated statements of operations during the second half of 2024. The following is a reconciliation of our restructuring liability, which is included within Accounts payable and accrued liabilities on the condensed consolidated balance sheets.


	One-time employee termination benefits		Lease termination and other costs		Total
	(in thousands)



December 31, 2024	$	4,902	$	—	$	4,902
Costs incurred and charged to expense	—		—		—
Costs paid	(3,246)		—		(3,246)
September 30, 2025	$	1,656	$	—	$	1,656

Other Acquisitions

Webb Gas Acquisition

In January 2025, we acquired additional interests in Crescent operated oil and gas properties located in Webb County, Texas from unaffiliated third parties for aggregate consideration of approximately $21.2 million, subject to customary post closing adjustments.

Minerals Acquisition

In July 2025, we acquired a portfolio of oil and natural gas mineral interests located in various U.S. oil and gas basins from an unrelated third-party for total cash consideration of approximately $67.9 million, subject to customary purchase price adjustments. The Minerals Acquisition consideration transferred is inclusive of customary post closing adjustments of $4.4 million which are recorded in Accounts receivable, net on the condensed consolidated balance sheets as of September 30, 2025. The purchase price was funded using borrowings from our Revolving Credit Facility.

Central Eagle Ford Acquisition

In October 2024, we acquired from unaffiliated third parties certain interests in oil and gas properties, rights and related assets located in Atascosa, Frio, La Salle and McMullen Counties, Texas for aggregate consideration of approximately $156.0 million, including certain customary purchase price adjustments (the “Central Eagle Ford Acquisition”).

The Central Eagle Ford Acquisition has been accounted for as a business combination using the acquisition method of accounting in accordance with ASC 805, with Crescent being identified as the accounting acquirer. From the date of the Central Eagle Ford Acquisition through December 31, 2024, revenues and net income associated with operations acquired through the Central Eagle Ford Acquisition were $10.4 million and $3.1 million, respectively. We recognized transaction related expenses of $5.6 million within General and administrative expense on the condensed consolidated statements of operations for the year ended December 31, 2024.

Eagle Ford Minerals Acquisition

In February 2024, we acquired a portfolio of oil and natural gas mineral interests located in the Karnes Trough of the Eagle Ford Basin from an unrelated third-party (the "Eagle Ford Minerals Acquisition") for total cash consideration of approximately $25.0 million, including customary purchase price adjustments. The purchase price was funded using borrowings from our Revolving Credit Facility.

Pro Forma Financial Information

The following table summarizes our unaudited pro forma financial information for the nine months ended September 30, 2024 as if the SilverBow Merger and Central Eagle Ford Acquisition each occurred on January 1, 2024 (unaudited):


	Nine Months Ended September 30, 2024
	(in thousands)
Revenues	$	2,707,131
Net income	112,419

Consideration Transferred

The following table summarizes the consideration transferred and the net assets acquired for our acquisitions during 2025 and 2024 that impact the periods presented:


	Asset Acquisitions								Business Combinations

	Minerals Acquisition		Ridgemar Acquisition		Webb Gas Acquisition		Eagle Ford Minerals Acquisition			SilverBow Merger		Central Eagle Ford Acquisition
			(in thousands)
Consideration transferred:
Cash consideration:
Cash	$	67,369	$	807,247	$	21,204	$	25,000		$	358,092	$	156,031
Settlement of SilverBow Equity Awards in cash			—				—			18,858		—
Equity consideration:
Fair value of Class A Common Stock issued	—		82,145		—		—			595,294		—
Settlement of SilverBow Equity Awards in Class A Common Stock	—		—		—		—			16,129		—
Fair value of contingent earn-out consideration	—		51,746		—		—			—		—
Transaction costs capitalized	490		18,484		—		—			—		—
Total	$	67,859	$	959,622	$	21,204	$	25,000		$	988,373	$	156,031
Assets acquired and liabilities assumed:
Cash and cash equivalents	$	—	$	—	$	—	$	—		$	5,200	$	—
Accounts receivable, net	—		1,150		—		—			135,210		—
Derivative assets – current	—		—		—		—			100,601		—
Prepaid expenses	—		—		—		—			6,154		—
Other current assets	—		—		—		—			945		—
Oil and natural gas properties - proved	57,200		988,758		21,204		12,865			1,985,363		144,085
Oil and natural gas properties - unproved	11,044		—		—		12,135			229,459		—
Field and other property and equipment	—		3,240		—		—			4,586		17,848
Derivative assets – noncurrent	—		—		—		—			37,870		—



Other assets	—		—		—		—			25,199		—
Accounts payable and accrued liabilities	(385)		(9,565)		—		—			(198,831)		(1,212)
Acquired deferred acquisition consideration	—		—		—		—			(76,550)		—
Other current liabilities	—		(573)		—		—			(10,029)		—

Short-term debt	—		—		—		—			(37,500)		—
Long-term debt	—		—		—		—			(1,103,125)		—
Deferred tax liability	—		—		—		—			(79,070)		—

Asset retirement obligations	—		(22,855)		—		—			(25,683)		(4,690)
Other liabilities	—		(533)		—		—			(11,426)		—
Net assets acquired	$	67,859	$	959,622	$	21,204	$	25,000		$	988,373	$	156,031

Divestitures

During 2025, we have entered into agreements with certain unrelated third-party buyers to sell non-core assets as part of our previously announced non-core asset divestiture program for total consideration in excess of $800.0 million, subject to customary purchase price adjustments and transaction costs. Through September 30, 2025, we have received $114.8 million in cash proceeds and expect to receive the remaining proceeds during the fourth quarter of 2025 upon the closing of the remaining transactions. Certain of these transactions, which are expected to close in the fourth quarter, met the criteria of held for sale as of September 30, 2025. In connection with transactions classified as held for sale, we performed an assessment of the fair value of the associated net assets and liabilities and determined certain of those assets were impaired. During the three and nine months ended September 30, 2025, we recorded impairment expense of $73.5 million and $122.2 million, respectively, to write down the carrying value of the associated oil and natural gas properties to the estimated transaction price less cost to sell. In addition, we recorded a loss of $1.6 million and a gain of $11.1 million on the sale of such assets for the three and nine months ended September 30, 2025, respectively.

During the nine months ended September 30, 2024, we sold non-core assets to unrelated third-party buyers for $29.7 million in aggregate net cash proceeds and recorded a gain on the sale of assets of $19.4 million.

The table below summarizes the balance sheet information associated with assets and liabilities held for sale related to the transactions as of the balance sheet date.


	September 30, 2025
	(in thousands)
ASSETS
Current assets:
Accounts receivable, net	$	15,795
Derivative assets – current	1,725
Total current assets	17,520
Property, plant and equipment:
Oil and natural gas properties at cost, successful efforts method
Proved	1,637,424
Oil and natural gas properties at cost, successful efforts method	1,637,424
Field and other property and equipment, at cost	94,291
Total property, plant and equipment	1,731,715
Less: accumulated depreciation, depletion, amortization and impairment	(1,198,622)
Property, plant and equipment, net	533,093
Derivative assets – noncurrent	1,575
Investments in equity affiliates	5,423
TOTAL ASSETS	$	557,611
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	(8,835)
Other current liabilities	(4,487)
Total current liabilities	(13,322)
Asset retirement obligations	(172,252)
Total liabilities	$	(185,574)

NOTE 4 – Derivatives

In the normal course of business, we are exposed to certain risks including changes in the prices of oil, natural gas and NGLs which may impact the cash flows associated with the sale of our future oil and natural gas production. We enter into derivative contracts with lenders under our Revolving Credit Facility that consist of either a single derivative instrument or a combination of instruments to manage our exposure to these risks.

As of September 30, 2025, our commodity derivative instruments consisted of fixed price and basis swaps and collars which are described below:

Fixed Price and Basis Swaps: Fixed price swaps receive a fixed price and pay a floating market price to the counterparty on the notional amount. Our basis swaps fix the basis differentials between the index price at which we sell our production as compared to the index price used in the basis swap. Under a swap contract, we will receive payment if the settlement price is less than the fixed price and will be required to make a payment to the counterparty if the settlement price is greater than the fixed price.

Two-Way and Three-Way Collars: Two-way collars provide a minimum (“fixed floor price”) and maximum (“fixed ceiling price”) price on a notional amount of sales volume. Under a two-way collar, we will receive payment if the settlement price is less than the fixed floor price and make a payment to the counterparty if the settlement price is greater than the fixed ceiling price. We would not be required to make a payment or receive payment if the settlement price falls between the fixed floor price and fixed ceiling price. A three-way collar adds a secondary lower price below the fixed floor price (“fixed subfloor price”). In this structure, if the settlement price falls between the fixed floor price and the fixed subfloor price, we receive payment equal to the difference between the fixed floor price and the settlement price. If the settlement price falls below the fixed subfloor price, we receive payment equal to the difference between the fixed floor price and the fixed subfloor price. We still make a payment to the counterparty if the settlement price is greater than the fixed ceiling price, and we would still not be required to make or receive payment if the settlement price falls between the fixed ceiling price and the fixed floor price.

The following table details our net volume positions by commodity as of September 30, 2025:


Production Period	Volumes	Weighted Average Fixed Price
	(in thousands)
Crude oil swaps – WTI (Bbls):
2025	3,855	$69.72

2026	8,529	$66.72
2026 (1)	2,738	$76.31
2026 (2)	368	$67.03
2027 (3)	3,650	$75.00





Crude oil two-way collars – WTI (Bbls):
2025	1,472	$62.03			-	$78.24

2026	3,275	$60.33			-	$70.16
2026 (4)	730	$65.00			-	$76.00

Crude oil three-way collars – WTI (Bbls):
2026	1,643	$48.00	-	$60.00			-	$72.00
Crude oil two-way collars – Brent (Bbls):
2025	92	$65.00			-	$91.61
2026	183	$60.00			-	$82.00

Natural gas swaps (MMBtu):
2025	18,744	$4.16
2026	98,320	$4.05

2027 (5)	18,250	$4.19
Natural gas two-way collars (MMBtu):
2025	20,932	$3.17			-	$5.69
2026	46,180	$3.08			-	$4.79

NGL swaps (Bbls):
2025	368	$23.88

Crude oil basis swaps (Bbls):
2025	4,232	$1.62
2026	10,036	$1.58

Natural gas basis swaps (MMBtu):
2025	29,480	$(0.30)
2026	114,910	$(0.42)
2027	76,650	$(0.31)
Calendar Month Average roll swaps (Bbls):
2025	5,152	$0.43
2026	1,825	$0.20

(1) Represents outstanding crude oil swap options exercisable by the counterparty until December 2025.

(2) Represents outstanding crude oil swap options exercisable by the counterparty until June 2026.

(3) Represents outstanding crude oil swap options exercisable by the counterparty until December 2026.

(4) Represents outstanding crude oil collar options exercisable by the counterparty until December 2025.

(5) Represents outstanding natural gas swap options exercisable by the counterparty until December 2026.

Ridgemar Contingent Consideration: Pursuant to the Ridgemar Contingent Consideration, the former owners of Ridgemar are entitled to receive contingent consideration payments from us if the daily average price of NYMEX WTI crude oil exceeds certain thresholds during specified quarterly periods. For each quarterly period in 2026, we will be required to pay $15.0 million if the average WTI price for the quarter is equal to or greater than $70 per barrel, and an additional $15.0 million if the average price equals or exceeds $75 per barrel. For each quarterly period in 2027, we will be required to pay $12.5 million if the average price NYMEX WTI crude oil for the quarter equals or exceeds $70 per barrel. The fair value of the Ridgemar Contingent Consideration is determined by a third-party service provider using a Monte Carlo simulation. The significant inputs used are the NYMEX WTI forward price curve, mean reversion rate, and volatility. We determined these were Level 2 fair value inputs that are substantially observable in active markets or can be derived from observable data. Contingent earn-out consideration is included in Other current liabilities and Other liabilities on the condensed consolidated balance sheets.

We use derivative commodity instruments and enter into swap contracts that are governed by International Swaps and Derivatives Association ("ISDA") master agreements. The following table shows the effects of master netting arrangements on the fair value of our derivative contracts and contingent earn-out consideration as of September 30, 2025 and December 31, 2024:


	Gross Fair Value		Effect of Counterparty Netting		Net Carrying Value
	(in thousands)
September 30, 2025
Assets:
Derivative assets – current	$	145,646	$	(38,961)	$	106,685
Derivative assets – noncurrent	24,718		(22,066)		2,652
Total assets	$	170,364	$	(61,027)	$	109,337
Liabilities:
Derivative liabilities – current	$	(45,680)	$	38,961	$	(6,719)
Other current liabilities	(18,000)		—		(18,000)
Derivative liabilities – noncurrent	(35,855)		22,066		(13,789)
Other liabilities	(20,409)		—		(20,409)
Total liabilities	$	(119,944)	$	61,027	$	(58,917)

December 31, 2024
Assets:
Derivative assets – current	$	95,484	$	(42,211)	$	53,273
Derivative assets – noncurrent	25,287		(18,603)		6,684
Total assets	$	120,771	$	(60,814)	$	59,957
Liabilities:
Derivative liabilities – current	$	(44,909)	$	42,211	$	(2,698)
Derivative liabilities – noncurrent	(56,335)		18,603		(37,732)
Total liabilities	$	(101,244)	$	60,814	$	(40,430)

See NOTE 5 – Fair Value Measurements for more information.

The amounts of gain (loss) recognized in gain (loss) on derivatives in our condensed consolidated statements of operations were as follows for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in thousands)
Derivatives not designated as hedging instruments:
Realized gain (loss) on oil positions	$	17,667	$	(17,898)	$	40,707	$	(113,024)

Realized gain (loss) on natural gas positions	4,036		22,995		(8,067)		69,901
Realized gain (loss) on NGL positions	140		112		(1,602)		112

Total realized gain (loss) on derivatives	21,843		5,209		31,038		(43,011)
Unrealized gain (loss) on commodity derivatives	31,384		91,672		118,882		38,422
Unrealized gain (loss) on contingent earn-out consideration	2,475		—		13,339		—
Total unrealized gain (loss) on derivatives	33,859		91,672		132,221		38,422
Gain (loss) on derivatives	$	55,702	$	96,881	$	163,259	$	(4,589)

NOTE 5 – Fair Value Measurements

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Generally, the determination of fair value requires the use of significant judgment and different approaches and models under varying circumstances. Under a market-based approach, we consider prices of similar assets, consult with brokers and experts or employ other valuation techniques. Under an income-based approach, we generally estimate future cash flows and then discount them at a risk-adjusted rate. We classify the inputs used to measure the fair value of our financial assets and liabilities into the following hierarchy:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Quoted market prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other than quoted prices that are observable, either directly or indirectly, and can be corroborated by observable market data.

Level 3: Unobservable inputs that reflect management’s best estimates and assumptions of what market participants would use in measuring the fair value of an asset or liability.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of significance for a particular input to the fair value measurement requires judgment and may affect our valuation of the fair value assets and liabilities within the fair value hierarchy levels.

Recurring Fair Value Measurements

The following table presents the fair value of our derivative assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 by level within the fair value hierarchy:


	Fair Value Measurement Using
	Level 1		Level 2		Level 3		Total
	(in thousands)
September 30, 2025
Financial assets:
Derivative assets	$	—	$	170,364	$	—	$	170,364
Financial liabilities:
Derivative liabilities	$	—	$	(81,535)	$	—	$	(81,535)
Contingent earn-out consideration	—		(38,409)		—		(38,409)

December 31, 2024
Financial assets:
Derivative assets	$	—	$	120,771	$	—	$	120,771
Financial liabilities:
Derivative liabilities	$	—	$	(101,244)	$	—	$	(101,244)

Non-Recurring Fair Value Measurements

Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis. We utilize fair value measurements on a non-recurring basis to value our oil and natural gas properties when events and circumstances indicate a possible decline in the recoverability of the carrying amount of such property. When a triggering event is identified, we compare the carrying amount of our oil and natural gas properties to the estimated undiscounted cash flows our oil and natural gas properties will generate to determine if the carrying amount is recoverable. We perform this analysis on an asset pool basis. If the carrying amount exceeds the estimated undiscounted cash flows, we will write-down the carrying amount of the oil and natural gas properties to fair value. The Level 3 inputs used to determine such fair value are primarily based upon internally developed cash flow models and estimated net proceeds upon the potential sale of an asset pool. Significant Level 3 assumptions associated with discounted cash flows include, but are not limited to, estimates of reserves, future commodity prices, future production estimates, and discount rates commensurate with the risk associated with realizing the projected cash flows.

We also perform a separate impairment analysis when certain assets are classified as held for sale. The analysis is based on the agreed-upon proceeds less costs to sell, a Level 2 fair value measurement. For assets classified as held for sale during the three and nine months ended September 30, 2025, the carrying value of the net assets to be divested exceeded the fair value implied by the expected net proceeds, resulting in an impairment of $73.5 million and $122.2 million, respectively, to our proved oil and natural gas properties. See NOTE 3 – Acquisitions and Divestitures.

Our other non-recurring fair value measurements include the estimates of the fair value of assets and liabilities acquired through business combinations. Our business combinations are accounted for using the acquisition method under GAAP, which requires all assets acquired and liabilities assumed in the acquisitions to be recorded at fair values at the acquisition date of each transaction. Oil and natural gas properties are valued based on an income approach using a discounted cash flow model utilizing Level 3 inputs, including internally generated development and production profiles and price and cost assumptions. Net derivative liabilities assumed in acquisitions are valued based on Level 2 inputs similar to the Company's other commodity price derivatives. See NOTE 3 – Acquisitions and Divestitures.

Other Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these instruments. Our long-term debt obligations under our Revolving Credit Facility also approximates fair value because the associated variable rates of interest are market based. The fair value of the Senior Notes (as defined herein) as of September 30, 2025 and December 31, 2024 was approximately $3,197.6 million and $3,113.8 million, respectively, based on quoted market prices or Level 1 inputs.

NOTE 6 – Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following as of September 30, 2025 and December 31, 2024:


	September 30, 2025		December 31, 2024
	(in thousands)
Accounts payable and accrued liabilities:
Accounts payable	$	107,062	$	56,323
Accrued lease and asset operating expense	116,093		76,990
Accrued capital expenditures	144,007		171,365
Accrued general and administrative expense	28,508		15,044
Accrued gathering, transportation and marketing expense	70,685		76,477
Accrued revenue and royalties payable	175,560		192,884
Accrued interest expense	76,895		98,343
Accrued severance taxes	25,575		36,135

Other	17,751		16,891
Total accounts payable and accrued liabilities	$	762,136	$	740,452

NOTE 7 – Debt

Senior Notes

Tender Offer and Redemption of 2028 Notes

In June 2025, we commenced a cash tender offer (the "Tender Offer") to purchase a portion of our outstanding 9.250% Senior Notes due 2028 (the "2028 Notes"), pursuant to which approximately $306.1 million aggregate principal amount of 2028 Notes were validly tendered and not validly withdrawn at or prior to July 22, 2025, the final tender date, subsequent to our balance sheet date. In addition to the Tender Offer, we elected to redeem (the “2028 Notes Redemption”) an aggregate principal amount of the 2028 Notes equal to $193.9 million, at a price of 104.625% of the unpaid principal amount of the 2028 Notes, plus accrued and unpaid interest, if any, to, but excluding, July 25, 2025, the redemption date. After giving effect to the 2028 Notes Redemption and the Tender Offer, the aggregate principal amount of the 2028 Notes outstanding is $500.0 million. Combined, we purchased the 2028 Notes at a blended price of 104.472% of par and incurred a loss on the extinguishment of debt of approximately $29.2 million, including the write-off of associated deferred financing costs, during the three and nine months ended September 30, 2025.

2034 Notes

In July 2025, we issued $600.0 million aggregate principal amount of 8.375% senior notes due 2034 (the "2034 Notes") at par (the “2034 Notes Offering”). The 2034 Notes bear interest at an annual rate of 8.375%, which is payable on January 15 and July 15 of each year, and mature on January 15, 2034. The proceeds from the 2034 Notes Offering were approximately $588.1 million after deducting the initial purchasers' discount and offering expenses. We used the net proceeds to finance the consideration of the Tender Offer, the 2028 Notes Redemption and to repay a portion of our outstanding balance under our Revolving Credit Facility.

We may, at our option, redeem all or a portion of the 2034 Notes at any time on or after July 15, 2028 at certain redemption prices. We may also redeem up to 40% of the aggregate principal amount of the 2034 Notes before July 15, 2028 with an amount of cash not greater than the net proceeds that we raise in certain equity offerings at a redemption price equal to

108.375% of the principal amount of the 2034 Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date. In addition, prior to July 15, 2028, we may redeem some or all of the 2034 Notes at a price equal to 100% of the principal amount thereof, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding the redemption date.

At September 30, 2025, we had aggregate principal amounts outstanding of (i) $0.5 billion of the 2028 Notes, (ii) $1.1 billion of 7.625% senior notes due 2032 (the "2032 Notes"), (iii) $1.0 billion of 7.375% senior notes due 2033 (the "2033 Notes" and, collectively with the 2028 Notes, the 2032 Notes and the 2034 Notes, the "Senior Notes") and (iv) $0.6 billion of the 2034 Notes.

The Senior Notes are our senior unsecured obligations and the Senior Notes and the related guarantees rank equally in right of payment with the borrowings under our Revolving Credit Facility and any of our other future senior indebtedness and senior to any of our future subordinated indebtedness. The Senior Notes are guaranteed on a senior unsecured basis by each of our existing and future subsidiaries that will guarantee our Revolving Credit Facility. The Senior Notes and the guarantees are effectively subordinated to all of our secured indebtedness (including all borrowings and other obligations under our Revolving Credit Facility) to the extent of the value of the collateral securing such indebtedness and structurally subordinated in right of payment to all existing and future indebtedness and other liabilities (including trade payables) of any future subsidiaries that do not guarantee the Senior Notes.

The indentures governing the Senior Notes contain covenants that, among other things, limit the ability of our restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain types of preferred stock; (ii) pay dividends or distributions in respect of its equity or redeem, repurchase or retire its equity or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from any non-Guarantor restricted subsidiary to it; (vii) consolidate, merge or transfer all or substantially all of its assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries.

If we experience certain kinds of changes of control accompanied by a ratings decline, holders of the Senior Notes may require us to repurchase all or a portion of their notes at certain redemption prices. The Senior Notes are not listed, and we do not intend to list the notes in the future, on any securities exchange, and currently there is no public market for the notes.

For additional details on the Senior Notes, refer to Note 8 - Debt in Item 8. Financial Statements and Supplementary Data included in our Annual Report.

Revolving Credit Facility

Overview

We are party to a senior secured reserve-based revolving credit agreement (as amended, restated, amended and restated or otherwise modified to date, the "Revolving Credit Facility") with Wells Fargo Bank, N.A., as administrative agent for the lenders and letter of credit issuer, and the lenders from time to time party thereto. Our Revolving Credit Facility matures on April 10, 2029, but contains terms that if certain conditions regarding our outstanding 2028 Notes exist on November 16, 2027, it will mature on November 16, 2027.

At September 30, 2025, we had $72.0 million of borrowings and $17.9 million in letters of credit outstanding under the Revolving Credit Facility.

The obligations under the Revolving Credit Facility remain secured by first priority liens on substantially all of the Company’s and the guarantors’ tangible and intangible assets, including without limitation, oil and natural gas properties and associated assets and equity interests owned by the Company and such guarantors. In connection with each redetermination of the borrowing base, the Company must maintain mortgages on at least 85% of the net present value, discounted at 9% per annum (“PV-9”) of the oil and natural gas properties that constitute borrowing base properties. The Company’s domestic direct and indirect subsidiaries are required to be guarantors under the Revolving Credit Facility, subject to certain exceptions.

The borrowing base is subject to semi-annual scheduled redeterminations on or about April 1 and October 1 of each year, as well as (i) elective borrowing base interim redeterminations at our request not more than twice during any consecutive 12-month period or the required lenders not more than once during any consecutive 12-month period and (ii) elective borrowing base interim redeterminations at our request following any acquisition of oil and natural gas properties with a purchase price in the aggregate of at least 5.0% of the then effective borrowing base. The borrowing base will be automatically reduced upon (i) the issuance of certain permitted junior lien debt and other permitted additional debt, (ii) the sale or other disposition of

borrowing base properties if the aggregate PV-9 of such properties sold or disposed of is in excess of 5.0% of the borrowing base then in effect and (iii) early termination or set-off of swap agreements (a) the administrative agent relied on in determining the borrowing base or (b) if the value of such swap agreements so terminated is in excess of 5.0% of the borrowing base then in effect.

In October 2025, in connection with the borrowing base redetermination of our Revolving Credit Facility, we entered into the Thirteenth Amendment (the “Credit Agreement Amendment”) to the credit agreement governing our Revolving Credit Facility. Among other things, the Credit Agreement Amendment provides for (i) an automatic $1.3 billion increase in the borrowing base from $2.6 billion to $3.9 billion, effective upon the consummation Vital Energy Merger, subject to the satisfaction of certain conditions, (ii) an extension of the maturity date for any revolving loans to October 22, 2030 from April 10, 2029, (iii) a reduction in the applicable margin, so that loans under the Credit Agreement will be priced based on the Secured Overnight Financing Rate (SOFR) plus 1.75% to 2.75% , a reduction of 0.25%, and (iv) an increase in the aggregate maximum credit amount under Crescent’s credit facility from $3.0 billion to $6.0 billion. The Credit Agreement Amendment maintains the aggregate elected commitments at $2.0 billion.

Interest

Borrowings under the Revolving Credit Facility bear interest at either (i) a U.S. dollar alternative base rate (based on the prime rate, the federal funds effective rate or an adjusted secured overnight financing rate (“SOFR”), plus an applicable margin or (ii) SOFR, plus an applicable margin, at the election of the borrowers. The applicable margin varies based upon our borrowing base utilization then in effect. The fee payable for unused revolving commitments at September 30, 2025 is 0.375% per year and fees incurred are included within interest expense on our condensed consolidated statements of operations. Our weighted average interest rate on loan amounts outstanding as of September 30, 2025 was 6.99%. We had no borrowing outstanding under the Revolving Credit Facility at December 31, 2024.

Covenants

The Revolving Credit Facility contains certain covenants that restrict the payment of cash dividends, certain borrowings, sales of assets, loans to others, investments, merger activity, commodity swap agreements, liens and other transactions without the adherence to certain financial covenants or the prior consent of our lenders. We are subject to a (i) maximum leverage ratio and (ii) current ratio financial covenants calculated as of the last day of each fiscal quarter. The Revolving Credit Facility also contains representations, warranties, indemnifications and affirmative and negative covenants, including events of default relating to nonpayment of principal, interest or fees, inaccuracy of representations or warranties in any material respect when made or when deemed made, violation of covenants, bankruptcy and insolvency events, certain unsatisfied judgments and change of control. If an event of default occurs and we are unable to cure such default, the lenders will be able to accelerate maturity and exercise other rights and remedies.

Letters of Credit

From time to time, we may request the issuance of letters of credit for our own account. Letters of credit accrue interest at a rate equal to the margin associated with SOFR borrowings. At September 30, 2025 and December 31, 2024, we had letters of credit outstanding of $17.9 million and $21.2 million, respectively, which reduce the amount available to borrow under our Revolving Credit Facility.

Total Debt Outstanding

The following table summarizes our debt balances as of September 30, 2025 and December 31, 2024:


	Debt Outstanding		Letters of Credit Issued		Borrowing Base		Maturity
	(in thousands)
September 30, 2025
Revolving Credit Facility	$	72,000	$	17,914	$	2,600,000	4/10/2029

9.250% Senior Notes due 2028	500,000		—		—		2/15/2028
7.625% Senior Notes due 2032	1,100,000		—		—		4/1/2032
7.375% Senior Notes due 2033	1,000,000		—		—		1/15/2033
8.375% Senior Notes due 2034	600,000		—		—		1/15/2034
Less: Unamortized discount, premium and issuance costs	(50,591)
Total long-term debt	$	3,221,409

December 31, 2024
Revolving Credit Facility	$	—	$	21,186	$	2,600,000	4/10/2029

9.250% Senior Notes due 2028	1,000,000		—		—		2/15/2028
7.625% Senior Notes due 2032	1,100,000		—		—		4/1/2032
7.375% Senior Notes due 2033	1,000,000		—		—		1/15/2033
Less: Unamortized discount, premium and issuance costs	(50,745)
Total long-term debt	$	3,049,255

NOTE 8 – Asset Retirement Obligations

Our ARO liabilities are based on our net ownership in wells and facilities and management’s estimate of the costs to abandon and remediate those wells and facilities together with management’s estimate of the future timing of the costs to be incurred. The following table summarizes activity related to our ARO liabilities for the nine months ended September 30, 2025:


	As of September 30, 2025
	(in thousands)
Balance at beginning of period	$	486,168

Additions (1)	25,687
Retirements	(10,415)
Sale	(23,131)

Accretion expense	26,547
Balance at end of period	504,856
Less: current portion	(21,294)
Balance at end of period, noncurrent portion	$	483,562

(1) For the nine months ended September 30, 2025, our ARO additions primarily related to oil and natural gas properties acquired in the Ridgemar Acquisition. See NOTE 3 – Acquisitions and Divestitures for additional information.

NOTE 9 – Commitments and Contingencies

From time to time, we may be a plaintiff or defendant in a pending or threatened legal proceeding arising in the normal course of business. In accordance with ASC 450, Contingencies, an accrual is recorded for a material loss contingency when its occurrence is probable and damages are reasonably estimable based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes.

Legal proceedings are inherently unpredictable, and unfavorable resolutions can occur. Assessing contingencies is highly subjective and requires judgement about uncertain future events. When evaluating contingencies related to legal proceedings, we may be unable to estimate losses due to a number of factors, including potential defenses, the procedural status of the matter in question, the presence of complex legal and/or factual issues, and the ongoing discovery and/or development of information important to the matter. We are unable to make an estimate of the range of reasonably possible losses related to our contingencies, but we are currently unaware of any proceedings that, in the opinion of management, will individually or in the aggregate have a material adverse effect on our financial position, results of operations or cash flows.

We are subject to extensive federal, state and local environmental laws and regulations. These laws and regulations regulate the discharge of materials into the environment and may require us to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites. We believe we are currently in compliance with all applicable federal, state and local regulations. Accordingly, no significant liability or loss associated with environmental remediation was recognized as of September 30, 2025.

NOTE 10 – Equity-Based Compensation Awards

Overview

We and certain of our subsidiaries have entered into incentive compensation award agreements to grant profits interests, restricted stock units ("RSUs"), performance stock units ("PSUs") and other incentive awards to our employees, our Manager, as defined within NOTE 11 – Related Party Transactions, and non-employee directors. The following table summarizes compensation cost we recognized in connection with our equity-based compensation awards for the periods indicated:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Equity-based compensation expense (income):	(in thousands)
Liability-classified profits interest awards	$	322	$	1,699	$	1,035	$	2,731
Equity-classified profits interest awards	197		(8,744)		584		(8,521)
Equity-classified LTIP RSU awards	912		929		2,725		2,070
Equity-classified LTIP PSU awards	205		160		643		478
Equity-classified Manager PSUs	22,474		84,631		139,329		132,382
SilverBow Merger awards	—		9,908		—		9,908
Total equity-based compensation expense (income)	$	24,110	$	88,583	$	144,316	$	139,048
Tax benefit related to equity-based compensation awards	$	47	$	—	$	652	$	851

Our incentive compensation awards may contain certain service-based, performance-based, and market-based vesting conditions, which are further discussed below.

Equity-classified LTIP RSU Awards

During the three and nine months ended September 30, 2025, we granted 0.1 million and 0.9 million, respectively, equity-classified LTIP RSUs under the Crescent Energy Company 2021 Equity Incentive Plan to certain directors, officers and employees. Each LTIP RSU represents the contingent right to receive one share of Class A Common Stock. For the three and nine months ended September 30, 2025, the weighted average grant date fair value of the LTIP RSUs was $9.54 and $10.91, respectively. The LTIP RSUs will vest over a period of one to three years, with equity-based compensation expense recognized ratably over the applicable vesting period. Compensation cost for these awards is presented within General and administrative expense on the condensed consolidated statements of operations with a corresponding credit to Additional paid-in capital and Redeemable noncontrolling interest on our condensed consolidated balance sheets. In addition, during the three and nine months ended September 30, 2025, we had 0.1 million and 0.2 million LTIP RSUs that vested, respectively.

Equity-classified Manager PSU Awards

During the three and nine months ended September 30, 2025, in conjunction with the 2025 Class A Redemption, the closing of the Ridgemar Acquisition, our Class A Repurchases, the Corporate Simplification and LTIP RSU vesting, the number of shares of our Class A Common Stock increased less than 0.1 million and 67.6 million, respectively. As a result, the number of equity-

classified PSU target shares of Class A Common Stock related to the award of PSUs granted to the Manager under the Crescent Energy Company 2021 Manager Incentive Plan (referred to herein as the Incentive Compensation) increased by approximately 5.4 million shares for the nine months ended September 30, 2025. We accounted for this increase as a change in estimate and recognized additional expense of $77.9 million for the nine months ended September 30, 2025. See NOTE 1 – Organization and Basis of Presentation for more information on the 2025 Class A Redemption and NOTE 3 – Acquisitions and Divestitures for more information on the Ridgemar Acquisition. For more information on the Incentive Compensation, including the performance-based vesting criteria applicable thereto, see NOTE 11 – Related Party Transactions - Management Agreement.

NOTE 11 – Related Party Transactions

KKR Group

Management Agreement

Crescent Energy Company has a management agreement (the "Management Agreement") with KKR Energy Assets Manager LLC (the "Manager"). Pursuant to the Management Agreement, the Manager provides the Company with members of its executive management team and certain management services. The Management Agreement has a term of three years, with automatic three-year renewals, unless the Company or the Manager elects not to renew the Management Agreement. The current term automatically renewed in December 2024 for an additional three-year term ending December 7, 2027.

As consideration for the services rendered pursuant to the Management Agreement and the Manager’s overhead, including compensation of members of its executive management team, the Manager is entitled to receive compensation from the Company equal to $69.5 million per annum ("Manager Compensation"), which is included in General and administrative expenses on our condensed consolidated statements of operations. As the Company's business and assets expand, Manager Compensation will increase by an amount equal to 1.5% per annum of the net proceeds from all future issuances of our primary equity securities by the Company (including in connection with acquisitions). See NOTE 3 – Acquisitions and Divestitures for more information.

Prior to the Corporate Simplification, the Manager Compensation was reduced proportionally by the percentage of OpCo Units held as redeemable noncontrolling interests, with such amount distributed concurrently to the holders of redeemable noncontrolling interests. This cash distribution to the holders of redeemable noncontrolling interests did not represent additional Manager Compensation; rather, it represented an ordinary cash distribution to the holders of redeemable noncontrolling interests. In certain instances in our financial statements and other disclosures, we clarify the underlying event that requires us to make such distributions.

During the three and nine months ended September 30, 2025, we recorded general and administrative expense of $17.4 million and $47.9 million, respectively, related to the Manager Compensation and concurrently made cash distributions of $8.8 million during the nine months ended September 30, 2025 to our redeemable noncontrolling interests. After the Corporate Simplification, there are no longer any outstanding redeemable noncontrolling interests in OpCo, and as such, we will no longer make cash distributions to the holders of redeemable noncontrolling interests. During the three and nine months ended September 30, 2024, we recorded general and administrative expense of $11.5 million and $28.4 million, respectively, and made cash distributions of $5.6 million and $17.6 million, respectively, to our redeemable noncontrolling interests related to the Management Agreement. At both September 30, 2025 and December 31, 2024, we had $17.4 million included within Accounts payable – affiliates on the consolidated balance sheets associated with the Management Agreement.

Additionally, the Manager is entitled to receive incentive compensation ("Incentive Compensation") under which the Manager is targeted to receive 10% of our outstanding Class A Common Stock based on the achievement of certain performance-based measures. The Incentive Compensation consists of five tranches that settle over a five-year period beginning in 2024, and each tranche relates to a target number of shares of Class A Common Stock equal to 2% of the outstanding Class A Common Stock as of the time such tranche is settled. Performance goals are evaluated on absolute stock price performance and relative stock price performance versus a set of our peers and there is no vesting based solely on time. The certification of the Company's level of achievement with respect to the first three-year-performance period under the Incentive Compensation is in process and is expected to be completed in 2025. Based on the level of achievement with respect to the performance goals applicable to such tranche, the Manager is entitled to the settlement of such tranche with respect to a number of shares of Class A Common Stock ranging from 0% to 4.8% of the outstanding Class A Common Stock at the time each tranche is settled so long as the Manager continuously provides services to us through the end of the performance period applicable to a tranche. During the three and nine months ended September 30, 2025, we recorded non-cash general and administrative expense of $22.5 million and $139.3 million, respectively, related to Incentive Compensation. During the three and nine months ended September 30,

2024, we recorded general and administrative expense of $84.6 million and $132.4 million, respectively, related to Incentive Compensation. See NOTE 10 – Equity-Based Compensation Awards for more information.

KKR Funds

From time to time, we may invest in upstream oil and gas assets alongside EIGF II and/or other KKR funds ("KKR Funds") pursuant to the terms of the Management Agreement. In these instances, certain of our consolidated subsidiaries enter into Master Service Agreements ("MSA") with entities owned by KKR Funds, pursuant to which our subsidiaries provide certain services to such KKR Funds, including the allocation of the production and sale of oil, natural gas and NGLs, collection and disbursement of revenues, operating expenses and general and administrative expenses in the respective oil and natural gas properties, and the payment of all capital costs associated with the ongoing operations of the oil and natural gas assets. Our subsidiaries settle balances due to or due from KKR Funds on a quarterly basis. The administrative costs associated with these MSAs are allocated by us to KKR Funds based on (i) an actual basis for direct expenses we may incur on their behalf or (ii) an allocation of such charges between the various KKR Funds based on the estimated use of such services by each party. As of September 30, 2025 and December 31, 2024, we had a related party receivable of $1.2 million and $4.3 million, respectively, included within Accounts receivable – affiliates and a related party payable of $7.9 million and $1.2 million, respectively, included within Accounts payable – affiliates on our condensed consolidated balance sheets associated with KKR Funds transactions.

KKR Capital Markets LLC ("KCM")

We may engage KCM, an affiliate of KKR Group, for capital market transactions primarily including notes offerings and equity offerings. In July 2025, in connection with 2034 Notes offering, we paid $1.5 million in fees to KCM. The following table summarizes fees, discounts and commissions paid to KCM by Crescent in connection with our debt and equity transactions:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in thousands)
Amounts paid to KCM	$	1,451	$	596	$	1,451	$	4,300

Other Transactions

In March 2024, OpCo repurchased 2.3 million OpCo Units from Independence Energy Aggregator L.P. for $22.7 million. Refer to further discussion in NOTE 1 – Organization and Basis of Presentation.

During the three and nine months ended September 30, 2025, we made cash distributions of $0.6 million and $8.4 million, respectively, to our redeemable noncontrolling interests related to their pro rata share of cash distributions made to Crescent Energy Company to pay dividends and income taxes. During the three and nine months ended September 30, 2024, we made cash distributions of $8.1 million and $24.4 million, respectively, to our redeemable noncontrolling interests related to their pro rata share of cash distributions made to Crescent Energy Company to pay dividends and income taxes. As a result of the Corporate Simplification, such pro rata distributions were eliminated.

In addition, during the three and nine months ended September 30, 2025, we reimbursed KKR $0.6 million and $2.4 million, respectively, for costs incurred on our behalf. During the nine months ended September 30, 2024, we reimbursed KKR $1.4 million for costs incurred on our behalf.

At December 31, 2024, we had $0.7 million accrued within Accounts payable - affiliates on the consolidated balance sheet for reimbursable costs and distributions to our redeemable noncontrolling interests for their pro rata share of taxes that was subsequently paid during the nine months ended September 30, 2025.

Board of Directors

We have a ten-year office lease with an affiliate of Crescent Real Estate LLC. John C. Goff, the Chairman of our Board of Directors, is affiliated with Crescent Real Estate LLC. The terms of the lease provide for annual base rent of $0.4 million increasing to $0.5 million over the life of the agreement.

We may be required to fund certain workover costs, and we will be required to fund plugging and abandonment costs related to producing assets held by Chama, an Investment in equity affiliates on our condensed consolidated balance sheets. During the three and nine months ended September 30, 2025, we funded $3.2 million and $5.2 million, respectively, to Chama associated with the plugging and abandonment costs.

NOTE 12 – Earnings Per Share

We have two classes of common stock in the form of Class A Common Stock and Class B Common Stock. Our shares of Class A Common Stock are entitled to dividends. Shares of Class B Common Stock do not participate in dividends or undistributed earnings, but receive pro rata distributions from OpCo through their ownership of OpCo Units. After the Corporate Simplification, there are no Class B Common Stock outstanding. We apply the two-class method for purposes of calculating earnings per share (“EPS”). The two-class method determines earnings per share of Common Stock and participating securities according to dividends or dividend equivalents declared during the period and each security's respective participation rights in undistributed earnings and losses. Net income (loss) per share - diluted excludes the effect of 2.4 million and 2.7 million of RSUs and PSUs, respectively, for the three months ended September 30, 2025 and September 30, 2024 that were not included in the computation of earnings per share because to do so would have been antidilutive to our net loss.

The following table sets forth the computation of basic and diluted net income (loss) per share:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in thousands, except share and per share amounts)
Numerator:
Net income (loss)	$	(10,269)	$	(5,579)	$	158,143	$	32,262

Less: net (income) loss attributable to noncontrolling interests	762		765		(2,526)		(916)
Less: net (income) loss attributable to redeemable noncontrolling interests	—		(5,131)		(14,050)		(27,912)
Net income (loss) attributable to Crescent Energy - basic	(9,507)		(9,945)		141,567		3,434
Add: Reallocation of net income attributable to redeemable noncontrolling interest for the dilutive effect of RSUs	—		—		(6)		18
Add: Reallocation of net income attributable to redeemable noncontrolling interest for the dilutive effect of PSUs	—		—		(307)		128
Net income (loss) attributable to Crescent Energy - diluted	$	(9,507)	$	(9,945)	$	141,254	$	3,580
Denominator:
Weighted-average Class A Common Stock outstanding - basic	254,620,530		146,619,546		233,261,317		117,748,940
Add: dilutive effect of RSUs	—		—		159,281		241,265
Add: dilutive effect of PSUs	—		—		2,608,437		1,606,508
Weighted-average Class A Common Stock outstanding – diluted	254,620,530		146,619,546		236,029,035		119,596,713
Weighted-average Class B Common Stock outstanding – basic and diluted	—		65,948,124		22,206,616		72,053,963
Net income (loss) per share:
Class A Common Stock – basic	$	(0.04)	$	(0.07)	$	0.61	$	0.03
Class A Common Stock – diluted	$	(0.04)	$	(0.07)	$	0.60	$	0.03
Class B Common Stock – basic and diluted	$	—	$	—	$	—	$	—

NOTE 13 – Segment Information

We have evaluated how we are organized and managed and have identified one reportable segment, which is the exploration and production of crude oil, natural gas and NGLs. We consider our gathering, processing and marketing functions as ancillary to our oil and gas producing activities. Substantially all of our operations and assets are located onshore in the United States, and substantially all of our revenues are attributable to United States customers.

The Company’s Chief Operating Decision Maker ("CODM") is the Chief Executive Officer. The CODM uses measures of profitability including Net income (loss) on the condensed consolidated statement of operations to assess performance and determine resource allocation. The CODM uses these metrics to make key operating decisions, including the determination of allocation of capital between development of existing oil and gas properties and the acquisition of additional oil and gas properties, and the identification and divestiture of non-core assets. The measure of segment assets is reported on the Consolidated balance sheets as Total assets. We do not have intra-entity sales or transfers.

The table below provides information about the Company’s single reportable segment:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(in thousands)
Total revenues	$	866,579	$	744,874	$	2,714,735	$	2,055,630
Less:
Lease operating expense	163,705		129,546		485,450		382,688
Workover expense	23,105		15,347		58,486		45,230
Asset operating expense	23,420		23,771		74,144		82,020
Gathering, transportation and marketing	93,427		89,405		304,789		224,825
Production and other taxes	55,430		43,171		170,917		106,759
Depreciation, depletion and amortization	298,450		251,498		878,079		640,444
Impairment of oil and natural gas properties	73,527		—		122,159		—
Midstream and other operating expense	27,796		25,304		86,639		82,829
General and administrative expense excluding equity-based compensation	50,165		71,094		111,341		110,484
Equity-based compensation expense	24,110		88,583		144,316		139,048
Interest expense	72,629		61,840		221,029		146,885
Other segment items	(28,916)		(49,106)		(100,757)		62,156
Net income (loss)	$	(10,269)	$	(5,579)	$	158,143	$	32,262

Total development of oil and natural gas properties	$	204,778	$	211,215	$	677,031	$	524,618

Other segment items include Exploration expense, Gain (loss) on derivatives, (Gain) loss on sale of assets and Loss from extinguishment of debt from our condensed consolidated statements of operations.

NOTE 14 – Subsequent Events

Dividend

On November 3, 2025, the Board of Directors approved a quarterly cash dividend of $0.12 per share, or $0.48 per share on an annualized basis, to be paid to shareholders of our Class A Common Stock with respect to the third quarter of 2025. The quarterly dividend is payable on December 1, 2025 to shareholders of record as of the close of business on November 17, 2025.

The payment of quarterly cash dividends is subject to management’s evaluation of our financial condition, results of operations and cash flows in connection with such payments and approval by our Board of Directors. Management and the Board of Directors will evaluate any future changes in cash dividends on a quarterly basis.

Item 2. Management’s discussion and analysis of financial condition and results of operations

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide the reader of the financial statements with a narrative from the perspective of management on the financial condition, results of operations, liquidity and certain other factors that may affect the Company's operating results. The following discussion and analysis should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024 ("Annual Report"), our Quarterly Report on Form 10-Q for the period ended March 31, 2025 and June 30, 2025, as well as our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025 and 2024. The following information updates the discussion of our financial condition provided in our previous filings, and analyzes the changes in the results of operations between the three and nine months ended September 30, 2025 and 2024. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, commodity price volatility, capital requirements and uncertainty of obtaining additional funding on terms acceptable to the Company, realized oil, natural gas and NGL prices, the timing and amount of future production of oil, natural gas and NGLs, shortages of equipment, supplies, services and qualified personnel, as well as those factors discussed below and elsewhere in this Quarterly Report and in our Annual Report, particularly under “Risk Factors” and “Cautionary Statement Regarding Forward Looking Statements,” all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law. Unless otherwise stated or the context otherwise indicates, all references to “we,” “us,” “our,” "Crescent" and the “Company” or similar expressions refer to Crescent Energy Company and its subsidiaries.

Business

Vital Energy Merger

Geopolitical developments and economic environment

During the last several years, prices of crude oil, natural gas and NGLs have experienced periodic downturns and sustained volatility, impacted by geopolitical events, such as Russia’s invasion of Ukraine and the related sanctions imposed on Russia, Hamas' attack against Israel and the ensuing conflict and escalation of tensions in the Middle East, including the conflict with Iran, supply chain constraints, elevated interest rates, U.S. international trade and tariff policy developments and responses thereto and costs of capital and political and regulatory uncertainties. Furthermore, the United States has experienced, and may continue to experience, a significant inflationary environment, which began in 2022 that, along with international geopolitical risks and market responses to the announcement of certain tariff policies by the Trump Administration, has contributed to concerns of a potential recession in the United States in 2025 that has created further volatility. OPEC has announced that it is phasing out oil output cuts by increasing 411,000 barrels per day, each month from May to July 2025 and then increasing to 548,000 barrels per day in August 2025. The actions of OPEC with respect to oil production levels and announcements of potential changes in such levels may result in further volatility in commodity prices and the oil and natural gas industry generally. Such volatility may lead to a more difficult investing and planning environment for us and our customers. While we

use derivative instruments to partially mitigate the impact of commodity price volatility, our revenues and operating results depend significantly upon the prevailing prices for oil and natural gas.

During the three and nine months ended September 30, 2025, we recorded impairment expense of $73.5 million and $122.2 million, respectively, related to oil and natural gas properties. See NOTE 5 – Fair Value Measurements to the unaudited financial statements included in Part I. Item 1. Financial Statements. Certain of our conventional proved oil and natural gas properties in Oklahoma, which have a carrying value of $276.3 million, have limited cushion between their carrying value and estimated undiscounted cash flows at the current forward commodity price curve as of September 30, 2025. A further decline of future commodity prices or a decrease in estimates of oil and natural gas reserves for these assets would likely result in an impairment charge. The actual amount of impairment incurred, if any, for these properties will depend on a variety of factors including, but not limited to, subsequent forward price curve changes, weighted-average cost of capital, operating cost estimates and future capital expenditures estimates. An estimate of the sensitivity to changes in assumptions in our fair value calculations is not practicable, given the numerous assumptions (e.g. reserves, pace and timing of development plans, commodity prices, capital expenditures, operating costs, drilling and development costs, inflation and discount rates) that can materially affect our estimates. Unfavorable adjustments to some of the above listed assumptions would likely be offset by favorable adjustments in other assumptions. For example, the impact of sustained reduced commodity prices would likely be partially offset by lower costs.

Due to the cyclical nature of the oil and gas industry, fluctuating demand for oilfield goods and services can put pressure on the pricing structure within our industry. As commodity prices rise, the cost of oilfield goods and services generally also increase, while during periods of commodity price declines, oilfield costs typically lag and do not adjust downward as fast as oil prices do. The U.S. inflation rate has remained relatively stable through 2024 and 2025, after an extended period of elevation. Inflationary pressures have resulted in and may result in additional increases to the costs of our oilfield goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise. Recently announced tariffs and any further tariffs may also increase our operating costs. Sustained levels of inflation and certain other market pressures have caused the U.S. Federal Reserve and other central banks to increase interest rates in 2022 and 2023. Although the U.S. Federal Reserve made cuts to benchmark interest rates in 2024 and recently in September 2025, there is no guarantee that additional cuts will occur. Although the financial health of the oil and gas industry has shown improvement as compared to prior periods, to the extent elevated interest rates and inflation remain, we may experience further cost increases for our operations, including oilfield services, labor costs and equipment. Higher oil and natural gas prices may cause the costs of materials and services to continue to rise. We cannot predict any future trends in the rate of inflation, any subsequent monetary policy changes, and a significant increase in inflation, to the extent we are unable to recover higher costs through higher oil and natural gas prices and revenues, would negatively impact our business, financial condition and results of operations. See Part I, Item 1A. Risk Factors—"Risks related to the oil and natural gas industry—Inflationary issues and associated changes in monetary policy previously have resulted in and such issues, as well as certain proposed tariffs, may in the future result in additional increases to the cost of our goods, services and personnel, which in turn could cause our capital expenditures and operating costs to rise" in our Annual Report.

Capital market transactions

2025 Senior Notes Offerings

Tender Offer and Redemption of 2028 Notes

2034 Notes

15 of each year, and mature on January 15, 2034. The proceeds from the 2034 Notes Offering were approximately $588.1 million after deducting the initial purchasers' discount and offering expenses. We used the net proceeds to finance the consideration of the Tender Offer, the 2028 Notes Redemption and to repay a portion of our outstanding balance under our Revolving Credit Facility.

Revolving Credit Facility

Corporate Simplification

2025 Equity Transactions

Share repurchase program

Our Board of Directors authorized a stock repurchase program on March 4, 2024 with an approved limit of $150.0 million and a two-year term. Such repurchases may be made from time to time in the open market, in privately negotiated transactions, through purchases made in accordance with the Rule 10b5-1 of the Exchange Act or by such other means as will comply with applicable state and federal securities laws. The timing of any repurchases under the stock repurchase program will depend on market conditions, contractual limitations and other considerations. The program may be extended, modified, suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or number of securities. During 2024, we utilized $30.5 million to repurchase a combination of Class A Common Stock and OpCo Units. During the nine months ended September 30, 2025, we repurchased 4.1 million shares of our Class A Common Stock for $33.5 million, at an average price of $8.21 per share. When combining the Class A Repurchases with the 2024 Equity Transactions, the remaining amount under the authorized plan is approximately $86.0 million as of September 30, 2025.

Acquisitions and divestitures

Acquisitions

Ridgemar Acquisition

SilverBow Merger

On July 30, 2024, we consummated the SilverBow Merger. See NOTE 3 – Acquisitions and Divestitures included in Part I. Item 1. Financial Statements of this Quarterly Report. Immediately following the SilverBow Merger, Crescent Energy Company completed a series of internal transactions following which the assets of SilverBow Resources, Inc. ("SilverBow") and its subsidiary became held by subsidiaries of Crescent Energy Finance LLC. In connection with the SilverBow Merger, Crescent issued 51.6 million shares of Class A Common Stock and paid $382.4 million in cash to former SilverBow shareholders, including amounts payable in respect of outstanding SilverBow equity awards. In connection with the closing of the SilverBow Merger, we repaid all of SilverBow’s outstanding indebtedness.

Other Acquisitions

Divestitures

Income Taxes

Crescent is a holding company and its sole material asset is OpCo Units. OpCo is a partnership and is generally not subject to U.S. federal and certain state taxes. Crescent is subject to U.S. federal and certain state taxes on its allocable share of any taxable income of OpCo. Historically, our effective tax rate has been lower than the U.S. federal statutory income tax rate of 21% primarily due to effects of removing income and losses related to our noncontrolling interests and redeemable noncontrolling interests. However, as part of our Corporate Simplification, we expect our effective rate to be more in line with the U.S. federal statutory income tax rate plus our blended state income tax rate. Our effective tax rate for the three months ended September 30, 2025 was driven higher primarily due to our increased ownership of OpCo in 2025. In addition to increasing our effective tax rate, the Corporate Simplification and the 2025 Class A Redemption increased our Deferred tax liability by $136.9 million with an offsetting decrease in Additional paid-in capital.

Stewardship

We seek to improve the assets we own and acquire to deliver enhanced financial returns, operations and stewardship. We believe that being a responsible operator will produce better outcomes, creating a net benefit for society and the environment, while delivering attractive returns for our investors. We view exceptional sustainability performance as an opportunity to differentiate Crescent from its peers, mitigate risks and strengthen operational performance as well as benefit our stakeholders and the communities in which we operate.

We are members of the Oil & Gas Methane Partnership 2.0 Initiative, or OGMP 2.0, and received Gold Standard pathway ratings in 2022, 2023 and 2024 for our credible plan to more accurately measure our methane emissions. OGMP 2.0 is the United Nations Environment Programme's flagship oil and gas reporting and mitigation program and the leading industry standard for methane emissions reporting. We also established a Sustainability Advisory Council, an outside council comprising leading experts across key sustainability topics, to advise management and our Board of Directors on sustainability-related issues. See additional materials on our website at www.crescentenergyco.com/sustainability. The sustainability-related information found and/or provided in the Company’s sustainability reports or on the Company’s website in general is not intended or deemed to be incorporated by reference in this Quarterly Report.

How we evaluate our operations

We use a variety of financial and operational metrics to assess the performance of our oil, natural gas and NGL operations, including:

•Production volumes sold,

•Commodity prices and differentials,

•Operating expenses,

•Adjusted EBITDAX (non-GAAP), and

•Levered Free Cash Flow (non-GAAP)

Development program and capital budget

Our development program, which consists of expenditures for drilling, completion and recompletion activities, and related facilities, is designed to prioritize the generation of attractive risk-adjusted returns and meaningful free cash flow and is inherently flexible, with the ability to modify our capital program as necessary to react to the current market environment.

We expect to fund our 2025 capital program through cash flow from operations. Due to the flexible nature of our capital program and the fact that the majority of our acreage is held by production, we could choose to defer a portion or all of these planned capital expenditures depending on a variety of factors, including, but not limited to, the success of our drilling activities, prevailing and anticipated prices for oil, natural gas and NGLs and resulting well economics, the availability of

necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs and the level of participation by other interest owners.

Management Agreement

Additionally, the Manager is entitled to receive incentive compensation ("Incentive Compensation") under which the Manager is targeted to receive 10% of our outstanding Class A Common Stock based on the achievement of certain performance-based measures. The Incentive Compensation consists of five tranches that settle over a five-year period beginning in 2024, and each tranche relates to a target number of shares of Class A Common Stock equal to 2% of the outstanding Class A Common Stock as of the time such tranche is settled. Performance goals are evaluated on absolute stock price performance and relative stock price performance versus a set of our peers and there is no vesting based solely on time. The certification of the Company's level of achievement with respect to the first three-year-performance period under the Incentive Compensation is in process and is expected to be completed in 2025. Based on the level of achievement with respect to the performance goals applicable to such tranche, the Manager is entitled to the settlement of such tranche with respect to a number of shares of Class A Common Stock ranging from 0% to 4.8% of the outstanding Class A Common Stock at the time each tranche is settled so long as the Manager continuously provides services to us through the end of the performance period applicable to a tranche. Accordingly, as our Class A Common Stock share count increases, the number of equity-classified Manager PSU target Class A Shares granted under the Crescent Energy Company 2021 Manager Incentive Plan increases.

Sources of revenues

Our revenues are primarily derived from the sale of our oil, natural gas and NGL production and are influenced by production volumes and realized prices, excluding the effect of our commodity derivative contracts. Pricing of commodities are subject to supply and demand as well as seasonal, political and other conditions that we generally cannot control. Our revenues may vary significantly from period to period as a result of changes in volumes of production sold or changes in commodity prices. The following table illustrates our production revenue mix for each of the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Oil	72	%	77	%	70	%	78	%
Natural gas	17	%	11	%	19	%	11	%
NGLs	11	%	12	%	11	%	11	%

In addition, revenue from our midstream assets is supported by commercial agreements that have established minimum volume commitments. These midstream revenues, as well as revenue associated with crude oil blending, comprise the majority of our midstream and other revenue. Midstream and other revenue accounts for 5% or less of our total revenues for the three and nine months ended September 30, 2025 and 2024.

Production volumes sold

The following table presents historical sales volumes for our properties:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2025	2024	2025	2024
Oil (MBbls)	9,455	7,927	28,417	20,932
Natural gas (MMcf)	58,026	50,935	175,552	121,502
NGLs (MBbls)	4,109	3,708	12,685	9,001
Total (MBoe)	23,235	20,124	70,361	50,183
Daily average (MBoe/d)	253	219	258	183

Total sales volume increased 3,111 MBoe and increased 20,178 MBoe during the three and nine months ended September 30, 2025, respectively, compared to the three and nine months ended September 30, 2024. The increase for the three and nine months ended September 30, 2025 was primarily due to the SilverBow Merger and the Ridgemar Acquisition.

Commodity prices and differentials

Our results of operations depend upon many factors, particularly the price of commodities and our ability to market our production effectively.

The oil and natural gas industry is cyclical and commodity prices can be highly volatile. In recent years, commodity prices have been subject to significant fluctuations, either as a result of the geopolitical events, such as Russia’s invasion of Ukraine and the associated sanctions imposed on Russia, and the Israel-Hamas conflict and the broader conflict in the Middle East, including with Iran, actions taken by OPEC, sustained elevated inflation, U.S. trade policy and the imposition of tariffs and increased U.S. drilling activity or otherwise. Uncertainty persists regarding OPEC’s actions, overall U.S. drilling activity, the imposition of increased tariffs and resulting consequences, inflation and the armed conflicts in Ukraine and the Middle East. Additionally, market concern regarding a potential recession, among other factors, contributes to increased volatility in the price for oil and natural gas.

In order to reduce the impact of fluctuations in oil and natural gas prices on revenues, we regularly enter into derivative contracts with respect to a portion of the estimated oil, natural gas and NGL production through various transactions that fix the future prices received. We plan to continue the practice of entering into economic hedging arrangements to reduce near-term exposure to commodity prices, protect cash flow and corporate returns and maintain our liquidity.

The following table presents the percentages of our production that was economically hedged through the use of derivative contracts:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Oil	60	%	76	%	58	%	67	%
Natural gas	57	%	55	%	58	%	47	%
NGLs	9	%	9	%	9	%	4	%

The following table sets forth the average NYMEX oil and natural gas prices and our average realized prices for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Oil (Bbl):
Average NYMEX	$	64.93	$	75.10	$	66.70	$	77.54
Realized price (excluding derivative settlements)	63.07		69.19		63.99		72.71
Realized price (including derivative settlements) (1)	64.93		66.93		65.42		67.31
Natural Gas (Mcf):
Average NYMEX	$	3.07	$	2.16	$	3.39	$	2.10
Realized price (excluding derivative settlements)	2.49		1.55		2.80		1.73
Realized price (including derivative settlements) (1)	2.56		2.00		2.75		2.30
NGLs (Bbl):
Realized price (excluding derivative settlements)	$	22.53	$	23.53	$	23.52	$	24.56
Realized price (including derivative settlements) (1)	22.57		23.56		23.39		24.58

(1) The realized price presented above does not include $14.7 million or $49.6 million received from the settlement of acquired oil, gas and NGL derivative contracts for the three and nine months ended September 30, 2025, respectively, and does not include $26.3 million received from the settlement of acquired oil, gas and NGL derivative contracts for the three and nine months ended September 30, 2024.

Results of operations:

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Revenues

The following table provides the components of our revenues, respective average realized prices and net sales volumes for the periods indicated:


	Three Months Ended September 30,
	2025		2024		$ Change		% Change
Revenues (in thousands):
Oil	$	596,288	$	548,430	$	47,858	9	%
Natural gas	144,462		78,790		65,672		83	%
Natural gas liquids	92,589		87,253		5,336		6	%
Midstream and other	33,240		30,401		2,839		9	%
Total revenues	$	866,579	$	744,874	$	121,705	16	%
Average realized prices, before effects of derivative settlements:
Oil ($/Bbl)	$	63.07	$	69.19	$	(6.12)	(9)	%
Natural gas ($/Mcf)	2.49		1.55		0.94		61	%
NGLs ($/Bbl)	22.53		23.53		(1.00)		(4)	%
Total ($/Boe)	35.87		35.50		0.37		1	%
Net sales volumes:
Oil (MBbls)	9,455		7,927		1,528		19	%
Natural gas (MMcf)	58,026		50,935		7,091		14	%
NGLs (MBbls)	4,109		3,708		401		11	%
Total (MBoe)	23,235		20,124		3,111		15	%
Average daily net sales volumes:
Oil (MBbls/d)	103		86		17		20	%
Natural gas (MMcf/d)	631		554		77		14	%
NGLs (MBbls/d)	45		40		5		13	%
Total (MBoe/d)	253		219		34		16	%

Oil revenue. Oil revenue increased $47.9 million, or 9%, in the three months ended September 30, 2025, compared to the three months ended September 30, 2024. This was driven by a $105.7 million increase from higher sales volume (17 MBbls/d, or 20%), partially offset by lower realized oil prices that resulted in a decrease of $57.8 million (a decrease of 9% per Bbl). The increase in sales volumes was primarily driven by the SilverBow Merger and the Ridgemar Acquisition. The decrease in realized oil prices was due to lower index prices partially offset by more favorable price differentials.

Natural gas revenue. Natural gas revenue increased $65.7 million, or 83%, in the three months ended September 30, 2025, compared to the three months ended September 30, 2024. This was driven by higher natural gas prices that resulted in an increase of $54.7 million (an increase of 61% per Mcf) and a $11.0 million increase from higher sales volume (77 MMcf/d, or 14%). The increase in sales volumes was primarily due to the SilverBow Merger and the Ridgemar Acquisition. The increase in realized natural gas prices was due to higher index prices.

NGL revenue. NGL revenue increased $5.3 million, or 6%, in the three months ended September 30, 2025, compared to the three months ended September 30, 2024. This was driven primarily by a $9.4 million increase from higher sales volume (5 MBbls/d, or 13%), partially offset by lower realized NGL prices that resulted in a decrease of $4.1 million (a decrease of 4% per Bbl). The increase in sales volumes was primarily driven by the SilverBow Merger and more gas related drilling.

Midstream and other revenue. Midstream and other revenue increased $2.8 million, or 9%, in the three months ended September 30, 2025, compared to the three months ended September 30, 2024, driven primarily by higher sulfur revenues and higher oil blending revenues in 2025.

Expenses

The following table summarizes our expenses for the periods indicated and includes a presentation on a per Boe basis, as we use this information to evaluate our performance relative to our peers and to identify and measure trends we believe may require additional analysis:


	Three Months Ended September 30,
	2025		2024		$ Change		% Change
Expenses (in thousands):
Operating expense	$	386,883	$	326,544	$	60,339	18	%
Depreciation, depletion and amortization

Crescent Energy Co 10-Q