Crescent Energy Co

Rule 10b5-1 Trading Arrangements

During the three months ended March 31, 2025, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Election of Directors

On May 5, 2025, Mr. Erich Bobinsky provided the Board of Directors (the “Board”) of the Company with notice of his decision to not seek reelection to the Board, effective May 5, 2025. Mr. Bobinsky’s departure was not the result of any disagreement with the Company or any matter relating to the Company’s operations, policies, or practices. Mr. Bobinsky had previously served as a member of the Board of Directors pursuant to the Specified Rights Agreement (as defined below).

On May 5, 2025, Independence Energy Aggregator LP, by a written consent as the sole holder of Series I preferred stock of the Company, elected David C. Rockecharlie, Brandi Kendall, John C. Goff, Claire S. Farley, Robert G. Gwin, Ellis L. “Lon” McCain, Karen J. Simon, Conrad V. Langenhagen, Bevin Brown, Marcus C. Rowland and Michael Duginski as directors of the Company, to serve as provided in the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-laws. Other than Mr. Langenhagen, each director was serving as a director of the Company at the time of election.

A description of the committee membership of our directors is described in Item 10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed by the Company on February 26, 2025 (the “Annual Report”). Mr. Langenhagen will replace Mr. Bobinsky as a member of the Audit Committee.

Each non-employee director will continue to receive director compensation under the current director compensation program of the Company, described in Item 11 of the Annual Report. As compensation for his service on the Board, Mr. Langenhagen will receive the non-employee director compensation generally provided to other non-employee directors for serving on the Board, except that such compensation may be prorated or reduced to some extent to reflect his partial year of service in 2025. Each director has previously entered into the Company’s indemnification agreement for non-executive directors (each an “Indemnification Agreement”), which such agreements have been filed previously as Exhibits 10.10, 10.11, 10.15, 10.16, 10.18, 10.19, 10.20 and 10.21 to the Company’s Current Report on Form 8-K, filed by the Company on December 8, 2021 and Exhibits 10.2 and 10.3 to the Company’s Current Report on Form 8-K, filed by the Company on August 2, 2024. In connection with Mr. Langenhagen’s appointment to the Board, the Company and Mr. Langenhagen entered into a Indemnification Agreement, which is filed as Exhibit 10.2 to this Quarterly Report. The Indemnification Agreements require the Company to indemnify each non-executive director that is party to an Indemnification Agreement to the fullest extent permitted under Delaware law against liability that may arise by reason of his or her service to the Company and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified.

Certain transactions between the Company and such directors, other than Mr. Langenhagen, required to be disclosed pursuant to Item 404(a) of Regulation S-K are described in Item 13 of the Annual Report and within NOTE 11 – Related Party Transactions to this Quarterly Report. Mr. Langenhagen has no family relationships with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and the Company is not aware of any transactions involving Mr. Lagenhagen that would require disclosure under Item 404(a) of Regulation S-K.

Mr. Langenhagen was designated for appointment to the Board by PT Independence Energy Holdings LLC (“PT Independence”) pursuant to that certain Specified Rights Agreement, dated as of June 7, 2021, by and among PT Independence and Independence Energy Aggregator GP LLC, a Delaware limited liability company (the “Specified Rights Agreement”). The Specified Rights Agreement grants PT Independence the right to designate two directors to the Board (one of whom must be an independent director), so long as Liberty Mutual Insurance Co. beneficially owns a number of shares of the Company’s common stock equal to at least 33.33% of its initial ownership of shares of Class B common stock. For so long as PT Independence owns at least one share of common stock, PT Independence shall have the right to designate one Director to the Board. Following Mr. Langenhagen’s appointment to the Board, the PT Independence designees to the Board are Mr. Langenhagen and Ms. Bevin Brown.

Mr. Langenhagen, age 58, most recently served as Executive Vice President, Executive Managing Director and Co-Head, Global Alternative Markets at Liberty Mutual Investments, the investment arm of Liberty Mutual Insurance Co. from January 2020 to December 2024. In this position, Mr. Langenhagen oversaw Liberty Mutual Investment’s alternative investments portfolio, which includes real estate, private equity, oil & gas, energy transition and infrastructure, timber & agriculture, direct lending, distressed, and other strategic investments. Mr. Langenhagen joined Liberty Mutual Insurance in 2004, transitioned to Liberty Mutual Investments in 2007 and has held a series of progressively senior roles at the company. Mr. Langenhagen currently serves on the board of The Spotlight Foundation, a charitable organization. Mr. Langenhagen obtained a Bachelor of Science degree in Biomedical/Electrical Engineering from Duke University in 1988 and an MBA from Stanford University in 1997.

Credit Agreement Amendment

On May 2, 2025, Crescent Energy Finance LLC (“Crescent Finance”), a wholly owned subsidiary of the Company, entered into that certain Twelfth Amendment to Credit Agreement (the “Credit Agreement Amendment”), which amended the Company’s existing Credit Agreement, dated as of May 6, 2021 (as amended by the First Amendment to Credit Agreement, dated as of September 24, 2021, the Second Amendment to Credit Agreement, dated as of March 30, 2022, the Third Amendment to Credit Agreement, dated as of March 30, 2022, the Fourth Amendment to Credit Agreement, dated as of September 23, 2022, the Fifth Amendment to Credit Agreement, dated as of July 3, 2023, the Sixth Amendment to Credit Agreement, dated as of December 13, 2023, the Seventh Amendment to Credit Agreement, dated as of April 10, 2024, the Eighth Amendment to Credit Agreement, dated as of May 24, 2024, the Ninth Amendment to Credit Agreement, dated as of June 14, 2024, the Tenth Amendment to Credit Agreement, dated as of July 30, 2024, and the Eleventh Amendment to Credit Agreement, dated as of December 17, 2024, and as further amended, modified, supplemented or restated from time to time, the “Credit Agreement”), by and among Crescent Finance, certain subsidiaries of Crescent Finance, as guarantors, Wells Fargo Bank, National Association, as administrative agent, collateral agent and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto from time to time. Among other things, the Credit Agreement Amendment provides that the incurrence of up to $600.0 million of certain additional indebtedness during the period beginning on May 2, 2025 and ending on the scheduled redetermination date for the October 1, 2025 scheduled borrowing base redetermination will be excluded from the requirement for the borrowing base to be reduced by 0.25x of the principal amount of such new debt incurrences, so long such debt is incurred during such period and does not exceed the $600.0 million aggregate threshold. The borrowing base was maintained at $2.6 billion and the elected commitments were maintained at $2 billion.

The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Credit Agreement Amendment, a copy of which is filed as Exhibit 10.3 to this Quarterly Report.