Crescent Energy Co

Current report

The completion of the Devon EF Assets Acquisition is conditioned on a number of items. There can be no assurance that the Devon EF Assets Acquisition will be completed in the anticipated time frame, or at all, or that the anticipated benefits of the Devon EF Assets Acquisition will be realized.

Current report

On October 8, 2026, we entered into the Devon EF Assets Acquisition Agreement, pursuant to which we intend to acquire the Devon EF Assets for approximately $4.2 billion in cash. The purchase price will be subject to customary purchase price adjustments set forth in the Devon EF Assets Acquisition Agreement, including reductions for proceeds received from sales of hydrocarbons from the Devon EF Assets after the economic effective date of July 1, 2026.

Current report

The respective obligations of each of the parties to effect the Devon EF Assets Acquisition are subject to the satisfaction of numerous conditions. Many of the conditions to complete the Devon EF Assets Acquisition are not within our control, and we cannot predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived, it is possible that the Devon EF Assets Acquisition Agreement may be terminated. Accordingly, there can be no assurance that the Devon EF Assets Acquisition will be completed in the anticipated time frame, or at all, or that the anticipated benefits of the Devon EF Assets Acquisition will be realized.

Current report

The financial forecasts disclosed in connection with the announcement of the Devon EF Assets Acquisition are based on various assumptions that may not be realized.

Current report

The financial estimates disclosed in connection with the announcement of the Devon EF Assets Acquisition were based on assumptions of, and information available to, our management when prepared, and these estimates and assumptions are subject to uncertainties, many of which are beyond our control and may not be realized. Many factors will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from our estimates. In view of these uncertainties, these financial estimates should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

Current report

Our financial estimates were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it was made, and we do not undertake any obligation, other than as required by applicable law, to update the financial estimates to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Current report

The financial estimates disclosed in connection with the announcement of the Devon EF Assets Acquisition have been prepared by, and are the responsibility of, our management. Moreover, neither our independent accountants, nor any other independent accountants, have compiled, examined or performed any procedures with respect to our prospective financial information previously disclosed, nor have they expressed any opinion or any other form of assurance on such information or achievability thereof, and, accordingly, such independent accountants assume no responsibility for, and disclaim any association with, our prospective financial information.

Current report

The synergies attributable to the Devon EF Assets Acquisition may vary from expectations.

Current report

The combined company may fail to realize the anticipated benefits and synergies expected from the Devon EF Assets Acquisition, which could adversely affect the combined company’s business, financial condition and results of operations. While we expect the Devon EF Assets to enhance our Eagle Ford position, the success of the Devon EF Assets Acquisition will depend, in significant part, on the combined company’s ability to successfully integrate the Devon EF Assets, grow the revenue of the combined company and realize the anticipated strategic benefits and synergies from the combination. We believe that the Devon EF Assets Acquisition will provide operational and financial scale, increasing free cash flow and enhancing the combined company’s corporate rate of return. However, achieving these goals requires, among other things, realization of the targeted cost synergies expected from the Devon EF Assets Acquisition. This growth and the anticipated benefits of the transaction may not be realized fully or at all, or may take longer to realize than expected. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than expected or may take longer to achieve than anticipated. If the combined company is not able to achieve these objectives and realize the anticipated benefits and synergies expected from the Devon EF Assets Acquisition within the anticipated timing or at all, the combined company’s business, financial condition and results of operations may be adversely affected.

Current report

The future results of the combined company following the Devon EF Assets Acquisition will suffer if the combined company does not effectively manage its expanded operations.

Current report

Following the Devon EF Assets Acquisition, the size of the business of the combined company will increase significantly, including the size of the combined company’s Eagle Ford position. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The combined company may also face increased scrutiny from governmental authorities as a result of the significant increase in the size of its business. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the Devon EF Assets Acquisition.