Crescent Energy Co

There are a number of risks that we believe are applicable to our business and the oil and gas industry in which we operate. These risks are described elsewhere in this report or our other filings with the Securities and Exchange Commission, including the section entitled “Item 1A. Risk Factors” beginning on page 32 in our Annual Report. If any of the risks and uncertainties described within our Annual Report, our other filings with the Securities and Exchange Commission or elsewhere in this Quarterly Report actually occur, our business, financial condition or results of operations could be materially and adversely affected.

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.

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.

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

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.

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.

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.

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.

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.

The following table sets forth information with respect to our repurchases of shares of Class A Common Stock during the quarter ended June 30, 2026.

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. In February 2026, our Board of Directors extended the stock repurchase program indefinitely and increased the approved limit to $400.0 million. As of June 30, 2026, we had approximately $336.0 million of repurchase authorization remaining under such program. We may repurchase our Class A Common Stock under such program. 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.

None.

Not applicable.