Crescent Energy Co

Current report

The issuance of shares of our Class A Common Stock upon conversion of the 2031 Convertible Notes may dilute the ownership interests of our stockholders and could depress the trading price of our Class A Common Stock.

Current report

Upon conversion of the 2031 Convertible Notes, we may satisfy part or all of our conversion obligations in shares of our Class A Common Stock, unless we elect to settle conversions solely in cash. The issuance of shares of our Class A Common Stock upon conversion of the 2031 Convertible Notes may dilute the ownership interests of our stockholders, which could depress the trading price of our Class A Common Stock. In addition, the market’s expectation that conversions may occur could depress the trading price of our Class A Common Stock even in the absence of actual conversions. Moreover, the expectation of conversions could encourage the short selling of our Class A Common Stock, which could place further downward pressure on the trading price of our Class A Common Stock.

Current report

The accounting method for the 2031 Convertible Notes could adversely affect our reported financial condition and results.

Current report

The accounting method for the 2031 Convertible Notes on our consolidated balance sheet, accruing interest expense for the 2031 Convertible Notes and reflecting the underlying shares of our Class A Common Stock in our reported diluted earnings per share may adversely affect our reported earnings and financial condition.

Current report

The 2031 Convertible Notes are reflected as a liability on our consolidated balance sheets, with the initial carrying amount equal to the principal amount of the 2031 Convertible Notes, net of issuance costs. The issuance costs are treated as deferred financing cost, which is amortized into interest expense over the term of the 2031 Convertible Notes. As a result of this amortization, the interest expense that we recognize is greater than the cash interest payments we make for the 2031 Convertible Notes.

Current report

In addition, the contingent shares of Class A Common Stock underlying the 2031 Convertible Notes are reflected in our diluted earnings per share using the “if converted” method, in accordance with ASU 2020-06. Under that method, diluted earnings per share is generally calculated assuming that all of the 2031 Convertible Notes were converted solely into shares of Class A Common Stock at the beginning of the reporting period, unless the result would be anti-dilutive. The application of the if-converted method may reduce our reported diluted earnings per share to the extent we are profitable in the future, and accounting standards may change in the future in a manner that may adversely affect our diluted earnings per share.

Current report

Furthermore, if any of the conditions to the convertibility of the 2031 Convertible Notes are satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the 2031 Convertible Notes as a current, rather than a long-term, liability. This reclassification could be required even if no holders convert their 2031 Convertible Notes and could materially reduce our reported working capital.

Current report

We cannot be certain whether other changes may be made to the current accounting standards related to the 2031 Convertible Notes, or otherwise, that could have a material effect on our operating results.

Previous report

Tariffs and other trade measures could adversely affect our results of operations, financial position and cash flows.

Previous report

In April 2025, the U.S. government announced a baseline tariff of 10% on products from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits. As a result of the new administration's trade policy, tariffs have increased and may continue to increase our material input costs. We may not be able to fully mitigate the impact of these increased costs or pass price increases on to our customers.

Previous report

The imposition of further tariffs by the United States on a broader range of imports, further retaliatory trade measures taken in response to additional tariffs, or a global recession could increase costs in our supply chain or reduce demand for oil and natural gas, which would adversely affect our results of operations, including potential write-downs of our asset carrying values.

Previous report

The ultimate impact of these trade measures on our business operations and financial results is uncertain and may be affected by various factors, including whether and when such trade measures are implemented, the timing when such measures may become effective, and the amount, scope, or nature of such trade measures, and our ability to execute strategies to mitigate the negative impacts.

Previous report

Failure to complete the Vital Energy Merger on the terms and timeline currently contemplated or at all, could negatively impact the price of shares of Crescent Class A Common Stock, as well as Crescent’s ongoing and future businesses and financial results.

Previous report

If the Vital Energy Merger is not completed for any reason, Crescent’s ongoing and future businesses and financial results may be adversely affected and, without realizing any of the benefits of having completed the Vital Energy Merger, Crescent will be subject to a number of risks, including the following:

Previous report

•Crescent will be required to pay their respective costs relating to the Vital Energy Merger, which are substantial, such as legal, accounting, financial advisory and printing fees, whether or not the Vital Energy Merger is completed;

Previous report

•time and resources committed by Crescent’s management to matters relating to the Vital Energy Merger could otherwise have been devoted to pursuing other beneficial opportunities;

Previous report

•Crescent may experience negative reactions from financial markets, including negative impacts on the prices of its common stock, including to the extent that the current market price reflects a market assumption that the Vital Energy Merger will be completed;

Previous report

•Crescent may experience negative reactions from employees, customers or vendors; and

Previous report

•since the Merger Agreement restricts the conduct of Crescent’s business prior to completion of the Vital Energy Merger, Crescent may not have been able to take certain actions during the pendency of the Vital Energy Merger that would have benefited it as an independent company and the opportunity to take such actions may no longer be available.

Previous report

If the Merger Agreement is terminated under specified circumstances, Crescent may be required to pay Vital a termination fee of $76.9 million. If the Merger Agreement is terminated because of a failure of Crescent’s stockholders to approve the proposals required to complete the Vital Energy Merger, Crescent may be required to reimburse the other party for its transaction expenses in an amount equal to $5.5 million. In addition, any delay in completing the Vital Energy Merger, including as a result of a prolonged U.S. government shutdown, may significantly reduce the synergies and other benefits that Crescent expects to achieve if it successfully completes the Vital Energy Merger within the expected timeframe and integrates its business.

Previous report

Current Crescent stockholders will have a reduced ownership and voting interest after the consummation of the Vital Energy Merger compared to their current ownership and thus will exercise less influence over management.

Previous report

Based on the number of issued and outstanding shares of Crescent Class A Common Stock and Vital Common Stock as of October 16, 2025 and October 22, 2025,respectively, and the exchange ratio as set forth in the Merger Agreement, it is expected that, on a fully-diluted basis, current Crescent stockholders will collectively own approximately 78% and current Vital stockholders will collectively own approximately 22% of the outstanding shares of Crescent Class A Common Stock (without giving effect to any shares of Crescent Class A Common Stock held by Vital stockholders prior to the Vital Energy Merger, if any). As a result of the Vital Energy Merger, current Crescent stockholders will own a smaller percentage of the combined company than they currently own of, and as a result will have less influence on the management and policies of the combined company post-Vital Energy Merger than they now have on the management and policies of Crescent. In addition, Crescent may issue additional equity from time to time, including prior to the consummation of the Vital Energy Merger, which would further reduce stockholders’ ownership and voting interest in the combined company.

Previous report

The Merger Agreement subjects Crescent to restrictions on its business activities while the Vital Energy Merger is pending.

Previous report

Crescent has agreed that, until the earlier of the effective time and the termination of the Merger Agreement, except (i) as provided in Crescent’s disclosure letter, (ii) as required by applicable law, (iii) as expressly required or permitted by the Merger Agreement or (iv) with the prior written consent of Vital (which consent will not be unreasonably withheld, delayed or conditioned), it will, and will cause each of its subsidiaries to, use commercially reasonable efforts to conduct its businesses in the ordinary course, including by using commercially reasonable efforts to preserve substantially intact its present business organization and assets and preserve its existing relationships with its key customers, suppliers, lessors and others with which it has significant business dealings. These restrictions could prevent Crescent from pursuing certain business opportunities that arise prior to the earlier of the effective time and the termination of the Merger Agreement and are outside the ordinary course of business.

Previous report

Crescent will be subject to business uncertainties while the Vital Energy Merger is pending, which could adversely affect its business.

Previous report

In connection with the pendency of the Vital Energy Merger, it is possible that certain persons with whom Crescent has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Crescent, as the case may be, as a result of the Vital Energy Merger, which could negatively affect Crescent’s revenues, earnings and cash flows, as well as the market price of Crescent Class A Common Stock, regardless of whether the Vital Energy Merger is completed.

Previous report

Under the terms of the Merger Agreement, Crescent is subject to certain restrictions on the conduct of its business prior to the effective time, which may adversely affect its ability to execute certain of its business strategies. Limitations on Crescent include, among other things, the ability to issue capital stock, declare dividends and the ability to acquire other businesses, in each case, subject to certain exceptions set forth in the Merger Agreement. Such limitations could negatively affect Crescent’s businesses and operations prior to the completion of the Vital Energy Merger.

Previous report

As a result of the shutdown of the federal government, Crescent has determined to rely on Section 8(a) of the Securities Act to cause the registration statement on Form S-4 related to the Vital Energy Merger to become effective automatically. Crescent’s reliance on Section 8(a) could result in a number of adverse consequences, including the potential need for Crescent to file a post-effective amendment and each of Crescent and Vital to distribute an updated joint proxy/prospectus to shareholders to address comments provided by the SEC, or a stop order issued preventing use of the registration statement, and a corresponding stock price decline or other negative results.

Previous report

The registration statement on Form S-4 related to the Vital Energy Merger is expected to become automatically effective by operation of Section 8(a) of the Securities Act on the 20th calendar day after the most recent amendment of the registration statement filed with the SEC, in lieu of the SEC declaring the registration statement effective following the completion of its review. Prior to the shutdown of the federal government and the filing the registration statement on Form S-4 related to the Vital Energy Merger, the SEC indicated to Crescent that they have not completed their review of the registration statement, may have comments and would continue to review upon the federal government reopening. Although Crescent’s reliance on Section 8(a) does not relieve Crescent, Vital and other parties from the responsibility for the adequacy and accuracy of the disclosure set forth in the registration statement and for ensuring that the registration statement complies with applicable requirements, use of Section 8(a) poses a risk that, after the date of the joint proxy statement/prospectus which forms a part of the registration statement on Form S-4 related to the Vital Energy Merger, Crescent may be required to file a post-effective amendment to the registration statement and Crescent and Vital may be required to distribute an updated joint proxy/prospectus to shareholders, or otherwise delay the closing of the Vital Energy Merger, if changes to the information in the joint proxy/prospectus are required, or if a stop order under Section 8(d) of the Securities Act prevents continued use of the registration statement. These or similar events could cause the trading price of the Crescent Class A Common Stock to decline or result in other negative results.

Previous report

Crescent will incur significant transaction and merger-related costs in connection with the Vital Energy Merger, which may be in excess of those anticipated by Crescent.

Previous report

Crescent has incurred and expects to continue to incur a number of non-recurring costs associated with the Vital Energy Merger, many of which are payable regardless of whether or not the Vital Energy Merger is completed. These fees and costs have been, and will continue to be, substantial. These costs include, among others, employee retention costs, fees paid to legal, accounting and financial advisors, severance and benefit costs, fees related to regulatory filings and notices, filing fees and printing and mailing fees. Crescent will also incur transaction fees and costs related to the integration of the companies, which may be substantial. Moreover, Crescent may incur additional unanticipated expenses in connection with the Vital Energy Merger and the integration, including costs associated with any stockholder litigation related to the Vital Energy Merger.

Previous report

The costs described above, as well as other unanticipated costs and expenses, could have an adverse effect on the financial condition and operating results of Crescent or, following the completion of the Vital Energy Merger, the combined company.

Previous report

Crescent may be a target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Vital Energy Merger from being completed.

Previous report

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Crescent’s liquidity and financial condition. Lawsuits that may be brought against the parties to the Merger Agreement or their respective directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the Merger Agreement already implemented and to otherwise enjoin the parties from consummating the Vital Energy Merger. If a plaintiff is successful in obtaining an injunction prohibiting completion of the Vital Energy Merger, then that injunction may delay or prevent the Vital Energy Merger from being completed, which may adversely affect Crescent’s ongoing and future businesses, financial position and results of operations.

Previous report

One of the conditions to the Closing is that no injunction by any court, governmental, regulatory or administrative agency or commission or other governmental authority or instrumentality has been entered and continues to be in effect and no law has been adopted or is effective, in either case that prohibits or makes illegal the Vital Energy Merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Vital Energy Merger, then that injunction may delay or prevent the Vital Energy Merger from being completed within the expected timeframe or at all, which may adversely affect Crescent’s ongoing and future businesses, financial position and results of operations.

Previous report

The Vital Energy Merger may be completed even though material adverse changes subsequent to the announcement of the Vital Energy Merger, such as industry-wide changes or other events, may occur.

Previous report

In general, either Crescent or Vital may refuse to complete the Vital Energy Merger if there is a material adverse change affecting the other party. However, some types of changes do not permit either party to refuse to complete the Vital Energy

Previous report

Merger, even if such changes would have a material adverse effect on either of the parties. For example, a worsening of Crescent’s financial condition or results of operations due to a decrease in commodity prices or general economic conditions would not, in and of itself, give the Vital the right to refuse to complete the Vital Energy Merger. In addition, the Crescent and Vital have the ability, but are under no obligation, to the extent permitted by law, to waive any material adverse change that results in the failure of a closing condition and instead proceed with completing the Vital Energy Merger. If adverse changes occur that affect either party but the parties are still required or voluntarily decide to complete the Vital Energy Merger, Crescent Class A Common Stock share price and Crescent’s business and financial results after the Vital Energy Merger may suffer.