Form 8-K

8-K — Crescent Energy Co

Accession: 0001866175-26-000148

Filed: 2026-11-02

Period: 2026-11-02

CIK: 0001866175

SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — crgy-20261102.htm (Primary)

EX-99.1 (exhibit991q32026earningsre.htm)

GRAPHIC (image_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: crgy-20261102.htm · Sequence: 1

crgy-20261102

0001866175FALSE00018661752026-11-022026-11-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 2, 2026

Crescent Energy Company

(Exact Name of Registrant As Specified in Its Charter)

Delaware

001-41132

87-1133610

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

600 Travis Street, Suite 7200

Houston, Texas

77002

(Address of Principal Executive Offices)

(Zip Code)

(713) 332-7001

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communication pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 (17 CFR 240.14a-12)

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Securities Exchange Act of 1934 (17 CFR 240.14d-2(b))

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Securities Exchange Act of 1934 (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class A Common Stock, par value $0.0001 per share

CRGY

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Securities Exchange Act of 1934. ☐

Item 2.02.

Results of Operations and Financial Condition.

Earnings Release

On November 2, 2026, Crescent Energy Company (the “Company”) announced its financial and operating results for the quarter ended September 30, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information contained in this Item 2.02, including the exhibit, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01. Regulation FD Disclosure.

The information contained in Item 2.02 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.

The information contained in this Item 7.01, including the exhibit, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Description

99.1

Press release of Crescent Energy Company dated as of November 2, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 2, 2026

CRESCENT ENERGY COMPANY

By: /s/ Bo Shi

Name: Bo Shi

Title: General Counsel

EX-99.1

Filename: exhibit991q32026earningsre.htm · Sequence: 2

Document

Exhibit 99.1

Crescent Energy Reports Third Quarter 2026 Results

Houston, November 2, 2026 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”), today announced financial and operating results for the third quarter of 2026. A supplemental slide deck can be found at www.crescentenergyco.com. The Company plans to host a conference call and webcast at 10 a.m. CT on Tuesday, November 3, 2026. Details can be found in this release.

Third Quarter 2026 Highlights

–Delivered strong financial and operating performance, exceeding expectations across all key metrics

–Generated Operating Cash Flow of $608 million and Levered Free Cash Flow(1) of $367 million, supporting deleveraging and shareholder returns

–Produced 328 MBoe/d, including 134 MBo/d of oil, driven by consistent execution across the portfolio

–Increased the Permian synergy target to more than $300 million, with approximately $295 million captured to date, representing more than $1 billion of value creation(2)

–Drove Permian marketing and midstream optimization efforts to reduce costs, expand access to premium Gulf Coast markets and achieve higher realizations and incremental free cash flow

–Expanded economic inventory with lower well costs across the portfolio

–Announced the acquisition of premier Eagle Ford assets from Devon Energy, expanding Crescent’s world-class Eagle Ford position with significant Tier 1 inventory that immediately competes for capital

–Maintained a strong balance sheet, with approximately $2.0 billion of liquidity, approximately 1.5x leverage and no near-term maturities

–Declared a fixed quarterly dividend of $0.12 per share

“Our market-leading operational execution continues to drive strong results and differentiated value creation. We delivered higher production, lower capital and higher free cash flow than market expectations this quarter,” said Crescent CEO David Rockecharlie. “We have assembled an exceptional asset base, anchored by a world-class Eagle Ford position, alongside significant opportunities across the Permian, Uinta and Crescent Royalties. Importantly, the next phase of Crescent’s value creation is largely within our control. Our focus is on execution.”

Third Quarter 2026 Financial and Operating Results

Third quarter production averaged 328 MBoe/d (approximately 41% oil and 63% liquids), with 134 MBo/d of oil production. The Company drilled 29 gross operated wells (22 in the Eagle Ford, 6 in the Permian and 1 in the Uinta), brought online 37 gross operated wells (25 in the Eagle Ford, 5 in the Permian and 7 in the Uinta) and incurred capital expenditures (excluding acquisitions) of $326 million during the third quarter.

Crescent reported $1 million of net loss and $254 million of Adjusted Net Income(1) in the third quarter. The Company generated Adjusted EBITDAX(1) of $786 million, Operating Cash Flow of $608 million and Levered Free Cash Flow(1) of $367 million for the period, supported by disciplined capital investment and strong operational execution.

Permian Optimization

Crescent continued to advance the optimization of the Permian assets during the third quarter. Based on accelerated synergy capture and continued operating improvements, the Company increased its synergy target to more than $300 million, with approximately $295 million captured to date, representing more than $1 billion of value creation.(2)

Announced Eagle Ford Acquisition

In October 2026, Crescent announced that it had entered into a definitive agreement to acquire Eagle Ford assets from Devon Energy for an estimated net purchase price of approximately $3.85 billion(3) (the “Transaction”). The all-cash Transaction solidifies Crescent’s world-class Eagle Ford position, adding Tier 1 inventory and meaningful scale directly adjacent to its existing operations. The Transaction is expected to close in the fourth quarter of 2026 or early 2027, subject to customary closing conditions.

Shareholder Return

Crescent’s long-standing “all-of-the-above” return of capital framework includes a fixed quarterly dividend and an opportunistic share repurchase program. For the third quarter of 2026, the Company’s Board of Directors (the “Board”) approved a cash dividend of $0.12 per share. The third quarter dividend is payable on November 30, 2026, to shareholders of record as of the close of business on November 16, 2026. Any payment of future dividends is subject to Board approval and other factors.

As of September 30, 2026, our share repurchase program (the “Share Repurchase Program”) has approximately $336 million of availability remaining. Repurchases of shares of the Company’s common stock under the Share Repurchase Program may be made by the Company from time to time in the open market, in a privately negotiated transaction, through purchases made in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or by such other means as will comply with applicable state and federal securities laws. The timing of any such repurchases 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 the Company to repurchase any dollar amount or number of shares.

Conference Call Information

Crescent plans to host a conference call to discuss its third quarter of 2026 financial and operating results at 10 a.m. CT on Tuesday, November 3, 2026. Complete details are below. A webcast replay will be available on the website following the call.

Date: Tuesday, November 3, 2026

Time: 10 a.m. CT (11 a.m. ET)

Conference Dial-In: 833-461-5787 / 585-542-9983 (Domestic / International)

Meeting ID: 360 772 191

Webcast Link: www.crescentenergyco.com

About Crescent Energy Company

Crescent is a differentiated energy company committed to delivering value through a disciplined, returns-driven growth through acquisition strategy and consistent return of capital. Our long-life, balanced portfolio combines significant cash flow from stable production with deep, high-quality development inventory. Our activities are focused in the Eagle Ford, Permian and Uinta Basins, and we own minerals and royalty interests

across premier U.S. oil and natural gas basins, primarily operated by large, well-capitalized companies, with a core focus in the Eagle Ford. For additional information, please visit www.crescentenergyco.com.

Cautionary Statement Regarding Forward-Looking Statements

The foregoing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that Crescent expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “may,” “foresee,” “plan,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding our ability to integrate operations or realize any anticipated operational or corporate synergies and other benefits of our acquisitions, including the acquisition of Vital Energy, Inc. (the “Permian Acquisition”) and, if completed, the Transaction; the risk that the Permian Acquisition and, if completed, the Transaction 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 risk that the Transaction may not be completed on the terms currently contemplated, in the anticipated timeframe or at all; risks related to disruption of management time from ongoing business operations due to the Transaction; the risk that any announcements relating to the Transaction could have adverse effects on the market price of Crescent common stock; our ability to identify and select opportunities for additional acquisitions, dispositions and other strategic transactions; federal and state regulations and laws, including those relating to taxes (including the One Big Beautiful Bill Act and the Inflation Reduction Act of 2022), tariffs and international trade, safety and the protection of the environment and the impact thereof on us; general economic conditions, including the impact of inflation, elevated interest rates and associated changes in monetary policy; the impact of central bank policy actions, including any changes in interest rates, any changes in its policy priorities, and disruptions in the banking industry and capital markets; political and economic conditions and events in the U.S. and in foreign oil, natural gas and natural gas liquids (“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 and developments in South America and in China and acts of terrorism or sabotage; our ability to predict and manage the effects of actions of Organization of Petroleum Exporting Countries and its allies and agreements to set and maintain production levels, including compliance with, changes to or departures from such arrangements, the effects of which may be exacerbated by the continued hostilities in the Middle East, including with Iran, and developments in Venezuela and other major oil-producing countries; and the severity and duration of public health crises and any resultant impact on governmental actions, commodity prices, supply and demand considerations, and storage capacity. Consequently, actual future results could differ materially from expectations. The Company assumes no duty to update or revise its respective forward-looking statements based on new information, future events or otherwise.

Financial Presentation

We have evaluated how we are organized and managed and have identified one reportable segment, which is our interests related to the exploration and production of crude oil, natural gas and NGLs from operated and

non-operated wells. 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. We present certain operational results for Crescent Royalty Finance LLC (“CRF”) separately from the Crescent Energy Finance LLC (“CEF”) operational results because we believe that it permits investors to better understand the performance of this aspect of our business. The financial and operating information presented herein does not give effect to the Transaction.

Crescent Operational Summary

For the three months ended

September 30, 2026 September 30, 2025 June 30, 2026

Total Consolidated

Average daily net sales volumes:

Oil (MBbls/d) 134 103 140

Natural gas (MMcf/d) 716 631 715

NGLs (MBbls/d) 74 45 76

Total (MBoe/d) 328 253 335

Average realized prices, before effects of derivative settlements:

Oil ($/Bbl) $ 84.52 $ 63.07 $ 96.61

Natural gas ($/Mcf) 2.35 2.49 0.52

NGLs ($/Bbl) 20.58 22.53 18.67

Total ($/Boe) 44.38 35.87 45.63

Average realized prices, after effects of derivative settlements:

Oil ($/Bbl) $ 71.55 $ 64.93 $ 73.33

Natural gas ($/Mcf) 2.70 2.56 1.74

NGLs ($/Bbl) 20.58 22.57 18.67

Total ($/Boe)(4)

39.84 36.81 38.52

Expense (per Boe)

Operating expense $ 14.41 $ 16.65 $ 13.38

Depreciation, depletion and amortization 12.44 12.84 11.75

General and administrative expense 2.17 3.20 2.02

Non-GAAP and other expense (per Boe)

Adjusted operating expense, excluding production and other taxes(1)(5)

$ 11.35 $ 12.83 $ 10.95

Production and other taxes 2.60 2.39 2.27

Adjusted Recurring Cash G&A(1)

1.32 1.33 1.26

For the three months ended

September 30, 2026 September 30, 2025 June 30, 2026

Working interest

Average daily net sales volumes:

Oil (MBbls/d) 129 101 133

Natural gas (MMcf/d) 692 603 685

NGLs (MBbls/d) 72 44 74

Total (MBoe/d) 317 245 322

Average realized prices, before effects of derivative settlements:

Oil ($/Bbl) $ 84.26 $ 63.08 $ 96.78

Natural gas ($/Mcf) 2.35 2.49 0.46

NGLs ($/Bbl) 20.29 22.49 18.41

Total ($/Boe) 44.10 36.07 45.38

Average realized prices, after effects of derivative settlements:

Oil ($/Bbl) $ 71.34 $ 64.99 $ 73.14

Natural gas ($/Mcf) 2.67 2.56 1.69

NGLs ($/Bbl) 20.29 22.53 18.41

Total ($/Boe) 39.55 37.04 38.20

Expense (per Boe)

Operating expense $ 14.81 $ 17.18 $ 13.76

For the three months ended

September 30, 2026 September 30, 2025 June 30, 2026

Minerals and royalties

Average daily net sales volumes:

Oil (MBbls/d) 5 2 6

Natural gas (MMcf/d) 24 28 30

NGLs (MBbls/d) 2 1 2

Total (MBoe/d) 11 8 13

Average realized prices, before effects of derivative settlements:

Oil ($/Bbl) $ 90.91 $ 62.28 $ 92.88

Natural gas ($/Mcf) 2.27 2.49 1.92

NGLs ($/Bbl) 30.03 24.17 27.13

Total ($/Boe) 52.03 29.71 51.45

Average realized prices, after effects of derivative settlements:

Oil ($/Bbl) $ 76.60 $ 62.28 $ 77.45

Natural gas ($/Mcf) 3.30 2.49 2.80

NGLs ($/Bbl) 30.08 24.17 27.06

Total ($/Boe) 47.72 29.71 46.31

Expense (per Boe)

Operating expense $ 3.35 $ 0.41 $ 4.26

Crescent Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands, except per share data) 2026 2025 2026 2025

Revenues:

Oil $ 1,042,500 $ 596,288 $ 3,162,646 $ 1,818,435

Natural gas 154,593 144,462 346,734 490,903

Natural gas liquids 140,345 92,589 394,823 298,306

Midstream and other 13,774 33,240 24,793 107,091

Total revenues 1,351,212 866,579 3,928,996 2,714,735

Expenses:

Lease and asset operating expense 229,393 187,125 670,671 559,594

Workover expense 30,886 23,105 94,131 58,486

Gathering, processing and transportation 90,190 93,427 286,744 304,789

Production and other taxes 78,412 55,430 203,119 170,917

Depreciation, depletion and amortization 374,895 298,450 1,087,024 878,079

Impairment of oil and natural gas properties — 73,527 — 122,159

Exploration expense 4,225 1,002 11,110 6,882

Midstream and other operating expense 5,312 27,796 16,216 86,639

General and administrative expense 65,275 74,275 189,569 255,657

(Gain) loss on sale of assets (6,065) 1,641 (16,755) (11,131)

Total expenses 872,523 835,778 2,541,829 2,432,071

Income (loss) from operations 478,689 30,801 1,387,167 282,664

Other income (expense):

Gain (loss) on derivatives (405,833) 55,702 (930,541) 163,259

Interest expense (94,214) (72,629) (298,611) (221,029)

Loss from extinguishment of debt (16) (29,248) (17,413) (29,248)

Other income (expense) 26,427 209 26,571 440

Income (loss) from equity affiliates 339 864 395 1,695

Total other income (expense) (473,297) (45,102) (1,219,599) (84,883)

Income (loss) before taxes 5,392 (14,301) 167,568 197,781

Income tax benefit (expense) (5,983) 4,032 (93,631) (39,638)

Net income (loss) (591) (10,269) 73,937 158,143

Less: net (income) loss attributable to noncontrolling interests (1,576) 762 (3,186) (2,526)

Less: net (income) loss attributable to redeemable noncontrolling interests — — — (14,050)

Net income (loss) attributable to Crescent $ (2,167) $ (9,507) $ 70,751 $ 141,567

Net income (loss) per share:

Class A common stock – basic $ (0.01) $ (0.04) $ 0.21 $ 0.61

Class A common stock – diluted $ (0.01) $ (0.04) $ 0.21 $ 0.60

Class B common stock – basic and diluted $ — $ — $ — $ —

Weighted average shares outstanding:

Class A common stock – basic 330,421 254,621 329,667 233,261

Class A common stock – diluted 330,421 254,621 341,749 236,029

Class B common stock – basic and diluted — — — 22,207

Crescent Condensed Consolidated Balance Sheets

(Unaudited)

September 30, 2026 December 31, 2025

(in thousands, except share data)

ASSETS

Current assets:

Cash and cash equivalents $ 6,126 $ 10,157

Restricted cash 5,506 725,702

Accounts receivable, net 768,503 738,333

Accounts receivable – affiliates 10,268 4,501

Derivative assets – current 3,592 322,784

Prepaid expenses 41,629 46,309

Other current assets 84,982 13,271

Total current assets 920,606 1,861,057

Property, plant and equipment:

Oil and natural gas properties at cost, successful efforts method

Proved 14,513,195 13,264,097

Unproved 512,857 413,444

Oil and natural gas properties at cost, successful efforts method 15,026,052 13,677,541

Field and other property and equipment, at cost 174,451 157,031

Total property, plant and equipment 15,200,503 13,834,572

Less: accumulated depreciation, depletion, amortization and impairment (4,610,514) (3,558,601)

Property, plant and equipment, net 10,589,989 10,275,971

Derivative assets – noncurrent 9,273 2,829

Investments in equity affiliates 10,466 8,146

Deferred tax asset 71,465 143,706

Other assets 157,417 151,498

TOTAL ASSETS $ 11,759,216 $ 12,443,207

Crescent Condensed Consolidated Balance Sheets

(Unaudited)

September 30, 2026 December 31, 2025

(in thousands, except share data)

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable and accrued liabilities $ 1,010,370 $ 1,121,678

Accounts payable – affiliates 19,948 46,279

Derivative liabilities – current 233,726 —

Financing lease obligations – current 4,066 4,860

Other current liabilities 110,439 86,603

Total current liabilities 1,378,549 1,259,420

Long-term debt 4,717,703 5,524,128

Derivative liabilities – noncurrent 21,067 13,421

Asset retirement obligations 387,094 383,057

Deferred tax liability 16,375 11,671

Financing lease obligations – noncurrent 1,027 3,228

Other liabilities 101,276 82,847

Total liabilities 6,623,091 7,277,772

Commitments and contingencies

Equity:

Class A common stock, $0.0001 par value; 1,000,000,000 shares authorized, 337,664,962 and 334,979,293 shares issued, 330,456,708 and 327,900,272 shares outstanding as of September 30, 2026 and December 31, 2025, respectively.

33 33

Class B common stock, $0.0001 par value; 500,000,000 shares authorized as of September 30, 2026 and December 31, 2025. — —

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, 2026 and December 31, 2025. — —

Treasury stock, at cost; 7,208,254 and 7,079,021 shares of Class A common stock as of September 30, 2026 and December 31, 2025, respectively. (72,690) (71,054)

Additional paid-in capital 5,200,121 5,228,928

Retained earnings (accumulated deficit) — —

Noncontrolling interests 8,661 7,528

Total equity 5,136,125 5,165,435

TOTAL LIABILITIES AND EQUITY $ 11,759,216 $ 12,443,207

Crescent Condensed Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended September 30,

2026 2025

Cash flows from operating activities:

Net income (loss) $ 73,937 $ 158,143

Adjustments to reconcile net income (loss) to net cash provided by operating activities

Depreciation, depletion and amortization 1,087,024 878,079

Impairment expense — 122,159

Deferred tax expense (benefit) 89,339 36,832

(Gain) loss on derivatives 930,541 (163,259)

Net cash (paid) received on settlement of derivatives (504,029) 31,038

Non-cash equity-based compensation expense 65,482 143,281

Amortization of debt issuance costs, premium and discount 12,491 11,161

Loss from debt extinguishment 17,413 29,248

(Gain) loss on sale of oil and natural gas properties (16,755) (11,131)

Settlement of acquired derivative contracts 156,332 49,580

Other (18,993) (28,248)

Changes in operating assets and liabilities

(168,308) 52,257

Net cash provided by operating activities 1,724,474 1,309,140

Cash flows from investing activities:

Development of oil and natural gas properties (1,019,827) (691,373)

Acquisitions of oil and natural gas properties, net of cash acquired (359,233) (942,465)

Proceeds from the sale of oil and natural gas properties 28,834 114,799

Purchases of restricted investment securities – HTM (21,887) (16,158)

Maturities of restricted investment securities – HTM 21,939 16,168

Other (11,661) —

Net cash used in investing activities (1,361,835) (1,519,029)

Cash flows from financing activities:

Proceeds from the issuance of Senior Notes, after premium, discount and underwriting fees 671,025 591,750

2031 Convertible Notes capped call

(56,649) —

Repurchase of Senior Notes, including extinguishment costs (810,261) (522,360)

Revolving Credit Facility borrowings 3,487,000 2,735,000

Revolving Credit Facility repayments (4,259,648) (2,663,000)

CRF Credit Facility borrowings

305,000 —

CRF Credit Facility repayments

(221,500) —

Proceeds from issuance of CRF Term Loan

135,000 —

Repayments of CRF Term Loan

(135,000) —

Payment of debt issuance costs (10,150) (6,319)

Settlement of Ridgemar contingent earn-out consideration

(35,295) —

Dividends

(118,627) (84,565)

Distributions to redeemable noncontrolling interests

— (17,192)

Repurchase of noncontrolling interest (32,196) —

Noncontrolling interest distributions (2,402) (4,150)

Cash paid for treasury stock acquired for equity-based compensation tax withholding (1,635) (58)

Repurchases of Class A common stock — (33,828)

Other — (2,846)

Net cash provided by (used in) financing activities (1,085,338) (7,568)

Net change in cash, cash equivalents and restricted cash (722,699) (217,457)

Cash, cash equivalents and restricted cash, beginning of period 753,310 240,908

Cash, cash equivalents and restricted cash, end of period $ 30,611 $ 23,451

Reconciliation of Non-GAAP Measures

This release includes financial measures that have not been calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures include Adjusted EBITDAX, Levered Free Cash Flow, Adjusted Net Income, Adjusted Recurring Cash G&A and Net Leverage. These supplemental non-GAAP performance measures are used by Crescent’s management and external users of its financial statements, such as industry analysts, investors, lenders and rating agencies. These non-GAAP measures should be read in conjunction with the information contained in Crescent’s audited combined and consolidated financial statements prepared in accordance with GAAP.

Adjusted EBITDAX and Levered Free Cash Flow

We define Adjusted EBITDAX as net income (loss) before interest expense, loss from extinguishment of debt, income tax expense (benefit), depreciation, depletion and amortization, exploration expense, non-cash gain (loss) on derivatives, impairment expense, equity-based compensation, (gain) loss on sale of assets, other (income) expense and transaction and nonrecurring expenses. Additionally, we further adjust for certain redeemable noncontrolling interest distributions made by Crescent Energy OpCo LLC (“OpCo”) and settlement of acquired derivative contracts. We included certain redeemable noncontrolling interest distributions made by OpCo to reflect Manager Compensation as if 100% of OpCo were owned and managed by the Company, to reflect consistent earnings and liquidity measures not impacted by the amount of OpCo’s ownership under management. After giving effect to the Corporate Simplification, the Company owns 100% of outstanding OpCo Units and no longer makes distributions to the holders of redeemable noncontrolling interests in OpCo.

Adjusted EBITDAX is not a measure of performance as determined by GAAP. We believe Adjusted EBITDAX is a useful performance measure because it allows for an effective evaluation of our operating performance when compared against our peers, without regard to our financing methods, corporate form or capital structure. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDAX because these amounts can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDAX should not be considered as an alternative to, or more meaningful than, net income (loss) as determined in accordance with GAAP, of which such measure is the most comparable GAAP measure. Certain items excluded from Adjusted EBITDAX are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax burden, as well as the historic costs of depreciable assets, none of which are reflected in Adjusted EBITDAX. Our presentation of Adjusted EBITDAX should not be construed as an inference that our results will be unaffected by unusual or nonrecurring items. Our computations of Adjusted EBITDAX may not be identical to other similarly titled measures of other companies. In addition, our revolving credit facility (the “Revolving Credit Facility”) and our outstanding senior notes (collectively, the “Senior Notes”) include a calculation of Adjusted EBITDAX for purposes of covenant compliance.

We define Levered Free Cash Flow as Adjusted EBITDAX less interest expense, excluding non-cash amortization of deferred financing costs, discounts and premiums, loss from extinguishment of debt, excluding non-cash write-off of deferred financing costs, discounts and premiums, current income tax benefit (expense), tax-related redeemable noncontrolling interest distributions made by OpCo and development of oil and natural gas properties. Levered Free Cash Flow does not take into account amounts incurred on acquisitions.

Levered Free Cash Flow is not a measure of liquidity as determined by GAAP. Levered Free Cash Flow is a supplemental non-GAAP liquidity measure that is used by our management and external users of our financial

statements, such as industry analysts, investors, lenders and rating agencies. We believe Levered Free Cash Flow is a useful liquidity measure because it allows for an effective evaluation of our operating and financial performance and the ability of our operations to generate cash flow that is available to reduce leverage or distribute to our equity holders. Levered Free Cash Flow should not be considered as an alternative to, or more meaningful than, Net cash flow provided by operating activities as determined in accordance with GAAP, of which such measure is the most comparable GAAP measure, or as an indicator of actual liquidity, operating performance or investing activities. Our computations of Levered Free Cash Flow may not be comparable to other similarly titled measures of other companies.

The following table presents a reconciliation of Adjusted EBITDAX (non-GAAP) and Levered Free Cash Flow (non-GAAP) to net income (loss) and Levered Free Cash Flow (non-GAAP) to Net cash provided by operating activities, the most directly comparable financial measure, respectively, calculated in accordance with GAAP:

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

(in thousands)

Net income (loss) $ (591) $ (10,269) $ 73,937 $ 158,143

Adjustments to reconcile to Adjusted EBITDAX:

Interest expense 94,214 72,629 298,611 221,029

Loss from extinguishment of debt 16 29,248 17,413 29,248

Income tax expense (benefit) 5,983 (4,032) 93,631 39,638

Depreciation, depletion and amortization 374,895 298,450 1,087,024 878,079

Exploration expense 4,225 1,002 11,110 6,882

Non-cash (gain) loss on derivatives 244,973 (33,859) 426,512 (132,221)

Impairment expense — 73,527 — 122,159

Non-cash equity-based compensation expense 20,773 23,788 65,482 143,281

(Gain) loss on sale of assets (6,065) 1,641 (16,755) (11,131)

Other (income) expense (26,427) (209) (26,571) (440)

Certain RNCI Distributions made by OpCo — — — (4,242)

Transaction and nonrecurring expenses(6)

40,133 19,938 86,774 29,844

Settlement of acquired derivative contracts(7)

33,700 14,685 156,332 49,580

Adjusted EBITDAX (non-GAAP) $ 785,829 $ 486,539 $ 2,273,500 $ 1,529,849

Working interest and other Adjusted EBITDAX $ 741,965 $ 463,751 $ 2,146,016 $ 1,473,064

Minerals and royalties Adjusted EBITDAX $ 43,864 $ 22,788 $ 127,484 $ 56,785

Adjustments to reconcile to Levered Free Cash Flow:

Interest expense, excluding non-cash amortization of deferred financing costs, discounts, and premiums (89,956) (69,009) (286,120) (209,868)

Loss from extinguishment of debt, excluding non-cash write-off of deferred financing costs, discounts, and premiums (16) (22,360) (11,979) (22,360)

Current income tax benefit (expense) (3,113) 14,680 (4,292) (2,806)

Tax-related RNCI Distributions made by OpCo — (605) — (865)

Development of oil and natural gas properties (326,090) (204,778) (994,938) (677,031)

Levered Free Cash Flow (non-GAAP) $ 366,654 $ 204,467 $ 976,171 $ 616,919

Working interest and other Levered Free Cash Flow $ 325,104 $ 181,679 $ 858,673 $ 560,079

Minerals and royalties Levered Free Cash Flow $ 41,550 $ 22,788 $ 117,498 $ 56,840

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

(in thousands)

Net cash provided by operating activities $ 608,495 $ 473,060 $ 1,724,474 $ 1,309,140

Changes in operating assets and liabilities 60,751 (74,015) 168,308 (52,257)

Certain RNCI Distributions made by OpCo — — — (4,242)

Tax-related RNCI Distributions made by OpCo — (605) — (865)

Transaction and nonrecurring expenses(6)

40,133 19,938 86,774 29,844

Loss from extinguishment of debt, excluding non-cash write-off of deferred financing costs, discounts, and premiums (16) (22,360) (11,979) (22,360)

Exploration expense 4,225 1,002 11,110 6,882

Other adjustments and operating activities (20,844) 12,225 (7,578) 27,808

Development of oil and natural gas properties (326,090) (204,778) (994,938) (677,031)

Levered Free Cash Flow (non-GAAP) $ 366,654 $ 204,467 $ 976,171 $ 616,919

Adjusted Net Income

Crescent defines Adjusted Net Income as net income (loss), adjusted for certain items. Management believes that Adjusted Net Income is useful to investors in evaluating operational trends of the Company and its performance relative to other oil and gas companies. Adjusted Net Income is not a measure of financial performance under GAAP and should not be considered in isolation or as a substitute for net income as an indicator of financial performance. The GAAP measure most directly comparable to Adjusted Net Income is net income (loss).

The following table presents a reconciliation of Adjusted Net Income (non-GAAP) to net income (loss), the most directly comparable financial measure calculated in accordance with GAAP:

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

(in thousands)

Net income (loss) $ (591) $ (10,269) $ 73,937 $ 158,143

Unrealized (gain) loss on derivatives 244,973 (33,859) 426,512 (132,221)

Non-cash equity-based compensation expense 20,773 23,788 65,482 143,281

(Gain) loss on sale of assets (6,065) 1,641 (16,755) (11,131)

Certain RNCI Distributions made by OpCo — (605) — (5,107)

Transaction and nonrecurring expenses 40,133 19,938 86,774 29,844

Settlement of acquired derivative contracts 33,700 14,685 156,332 49,580

Impairment expense — 73,527 — 122,159

Loss from extinguishment of debt 16 29,248 17,413 29,248

GAAP Income Tax Expense (Benefit)

5,984 (4,031) 93,631 39,638

Provision for Income Taxes on Adjusted Earnings(8)

(84,876) (22,927) (210,780) (83,443)

Adjusted Net Income (non-GAAP) $ 254,047 $ 91,136 $ 692,546 $ 339,991

Adjusted EPS

$ 0.77 $ 0.36 $ 2.03 $ 1.32

Net Leverage

Crescent defines Net Leverage as the ratio of consolidated total debt to consolidated Adjusted EBITDAX as calculated under the credit agreements (collectively, the “Credit Agreements”) governing the Revolving Credit Facility and CRF Credit Facility, as applicable. Management believes Net Leverage is a useful measurement because it takes into account the impact of acquisitions. For purposes of the Credit Agreements, (i) consolidated total debt is calculated as total principal amount of Senior Notes, net of unamortized discount, premium and issuance costs, plus borrowings on our Revolving Credit Facility or CRF Credit Facility, as applicable, and unreimbursed drawings under letters of credit, less cash and cash equivalents and (ii) consolidated Adjusted EBITDAX includes certain adjustments to account for EBITDAX contributions associated with acquisitions the Company has closed within the last twelve months. Adjusted EBITDAX is a non-GAAP financial measure.

September 30, 2026

Total consolidated

Working interest (CEF)

Minerals and royalties (CRF)(11)

(in millions)

Total debt(9)(10)

$ 4,718 $ 3,964 $ 82

Less: cash and cash equivalents

(6) (5) (1)

Net Debt $ 4,712 $ 3,959 $ 81

Adjusted EBITDAX for Leverage Ratio $ 3,100 $ 2,913 $ 187

Net Leverage 1.5x 1.4x 0.4x

Additional Non-GAAP Measures

Adjusted Recurring Cash G&A

Crescent defines Adjusted Recurring Cash G&A as general and administrative expense, excluding equity-based compensation and transaction and nonrecurring expenses, and including cash distributions initiated by Manager Compensation. We included “Certain RNCI distributions made by OpCo” to reflect Manager Compensation as if 100% of OpCo were owned and managed by the Company, to reflect consistent earnings and liquidity measures not impacted by the amount of OpCo’s ownership under management. Management believes Adjusted Recurring Cash G&A is a useful performance measure because it excludes transaction and nonrecurring expenses and equity-based compensation and includes Manager Compensation as if 100% of OpCo were owned and managed by the Company to reflect consistent measures not impacted by the amount of OpCo’s ownership under management, facilitating the ability for investors to compare Crescent’s cash G&A expense against peer companies. After giving effect to the Corporate Simplification, the Company owns 100% of outstanding OpCo Units and no longer makes distributions to the holders of redeemable noncontrolling interests in OpCo. As discussed elsewhere, these adjustments are made to Adjusted EBITDAX and Levered Free Cash Flow for historical periods.

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

(in thousands)

General and administrative expense $ 65,275 $ 74,275 $ 189,569 $ 255,657

Less: Non-cash equity-based compensation expense (20,773) (23,788) (65,482) (143,281)

Less: transaction and nonrecurring expenses (G&A)(12)

(4,708) (19,643) (14,003) (23,732)

Plus: Certain RNCI Distributions made by OpCo — — — 4,242

Adjusted Recurring Cash G&A $ 39,794 $ 30,844 $ 110,084 $ 92,886

Adjusted Dividends Paid

Crescent defines Adjusted Dividends Paid as Dividend to Class A Common Stock plus Cash RNCI Distributions initiated by Class A common stock dividend. Management believes Adjusted Dividends Paid is a useful performance measure because it reflects the full amount of cash distributed for dividends that is otherwise classified as distributions to redeemable noncontrolling interests, facilitating the ability for investors to compare Crescent’s dividends paid against peer companies.

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

(in thousands)

Dividend to Class A common stock $ 39,649 $ 30,554 $ 118,627 $ 84,565

Plus: Cash RNCI Distributions initiated by Class A common stock dividend — — — 7,560

Adjusted Dividends Paid $ 39,649 $ 30,554 $ 118,627 $ 92,125

(1)Non-GAAP financial measure. Please see “Reconciliation of Non-GAAP Measures” above for discussion and reconciliations of such measures to their most directly comparable financial measures calculated and presented in accordance with GAAP.

(2)Represents 5-year PV-10 of synergies captured to date.

(3)Net purchase price is defined as headline purchase price less estimated purchase price adjustments, including, among other things, allocations of certain revenues and expenses based on a July 1, 2026, effective date, and excludes transaction costs.

(4)The realized price presented above does not include $33.7 million, $14.7 million and $62.1 million received from the settlement of acquired oil, gas and NGL derivative contracts for the three months ended September 30, 2026, September 30, 2025, and June 30, 2026, respectively. Total average realized prices, after effects of derivatives settlements, would have been $40.95, $37.44 and $40.56/Boe for the three months ended September 30, 2026, September 30, 2025, and June 30, 2026, respectively.

(5)Adjusted operating expense, excluding production and other taxes includes lease and asset operating expense, workover expense, gathering, processing and transportation and midstream and other revenue net of expense.

(6)Transaction and nonrecurring expenses of $40.1 million and $86.8 million for the three and nine months ended September 30, 2026, were primarily related to earnout payments in connection with the Company’s acquisition of certain Eagle Ford assets in January 2025 (the “January 2025 Eagle Ford Acquisition”), the Permian Acquisition transaction costs, capital markets transactions, legal settlements, and divestitures and restructuring costs. Transaction and nonrecurring expenses of $19.9 million and $29.8 million for the three and nine months ended September 30, 2025, were primarily related to the Permian Acquisition transaction costs, the January 2025 Eagle Ford Acquisition costs, transaction costs related to our divestitures and the Company’s acquisition of certain Eagle Ford assets in July 2024 (the “July 2024 Eagle Ford Acquisition”) and legal settlement costs.

(7)Represents the settlement of certain oil, gas and NGL commodity derivative contracts acquired in connection with the July 2024 Eagle Ford Acquisition and the Permian Acquisition.

(8)Income taxes on Adjusted Net Income (non-GAAP) represent the amount of income tax expense we would have incurred after giving effect to the items impacting Adjusted Net Income. This tax provision is presented as a separate line item in the calculation of Adjusted Net Income to align the tax expense with the period’s adjusted earnings measure.

(9)Includes $57.6 million, $38.1 million and $1.5 million of unamortized discount, premium and issuance costs for total consolidated, CEF and CRF, respectively.

(10)Total consolidated debt includes CEF, CRF and corporate-level items (including the 2.75% convertible notes due 2031) and does not equal the sum of CEF and CRF.

(11)During the initial covenant periods until December 31, 2026, Net Leverage for CRF Credit Facility is calculated on an annualized basis.

(12)Transaction and nonrecurring expenses (G&A) of $4.7 million and $14.0 million for the three and nine months ended September 30, 2026, were primarily related to the Permian Acquisition transaction costs, capital markets transactions, legal settlements and divestitures and restructuring costs. Transaction and nonrecurring expenses of $19.6 million and $23.7 million for the three and nine months ended September 30, 2025, were primarily related to the Permian Acquisition transaction costs, the January 2025 Eagle Ford Acquisition costs, transaction costs related to our divestitures and the July 2024 Eagle Ford Acquisition and legal settlement costs.

Company Contact

For additional information, please reach out to IR@crescentenergyco.com.

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