Crescent Energy Co

The accompanying notes to financial statements are an integral part of these condensed consolidated financial statements

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

The accompanying notes to financial statements are an integral part of these condensed consolidated financial statements

The accompanying notes are an integral part of these condensed consolidated financial statements

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

The accompanying notes are an integral part of these condensed consolidated financial statements

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Except as noted within the context of each footnote disclosure, the dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of dollars.)

Unless otherwise stated or the context otherwise indicates, all references to “we,” “us,” “our,” “Crescent” and the “Company” or similar expressions refer to Crescent Energy Company (“CEC”) and its subsidiaries.

NOTE 1 –Organization and Basis of Presentation

Organization

Crescent is a differentiated U.S. 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.

Corporate Structure

Our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), is listed on the New York Stock Exchange (“NYSE”) under the symbol “CRGY”. CEC is a holding company that conducts all of its business operations through its subsidiaries, including Crescent Energy OpCo LLC (“OpCo”) and its subsidiaries. An affiliate of KKR & Co. Inc. (together with its subsidiaries, the “KKR Group”) is the sole holder of Crescent’s non-economic Series I preferred stock, par value $0.0001 per share, which entitles the holder thereof to appoint the Board of Directors of CEC (our “Board of Directors”) and to certain other approval rights.

Corporate Simplification

In April 2025, we announced that our corporate structure had been simplified through the elimination of the Company’s Up-C structure through the exercise by the holders of all then-remaining shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), of their redemption rights with respect to all of their OpCo Units (the “Corporate Simplification”). Prior to the Corporate Simplification and elimination of the Company’s Up-C structure, holders of Crescent’s then-outstanding Class B Common Stock (which had voting, but no economic, rights with respect to Crescent) held a corresponding number of economic, non-voting units of OpCo (“OpCo Units”), which were generally redeemable or exchangeable for Class A Common Stock or, at our election, cash on the terms and conditions set forth in OpCo’s Amended and Restated Limited Liability Company Agreement. Pursuant to the aforementioned exercise of redemption rights in the Corporate Simplification, all OpCo Units (other than those held by Crescent) were exchanged for an equivalent number of shares of Class A Common Stock and all outstanding shares of Class B Common Stock were cancelled. As a result of the Corporate Simplification, all of the Company’s common stockholders now hold Class A Common Stock. See NOTE 11 – Related Party Transactions for more information.

2025 Equity Transactions

In March 2025, Independence Energy Aggregator L.P. (“Aggregator”), the entity through which certain private investors in affiliated KKR Group entities hold their interests in us, exercised its redemption right with respect to 2.9 million OpCo Units, and such OpCo Units were exchanged for an equivalent number of shares of Class A Common Stock and a corresponding number of shares of Class B Common Stock were cancelled (the “2025 Class A Redemption”). The shares of Class A Common Stock were sold by Aggregator at a price per share of $9.91, pursuant to Rule 144, through a broker-dealer. We did not receive any proceeds or incur any material expenses related to the 2025 Class A Redemption.

As a result of the 2025 Class A Redemption and the Corporate Simplification, the total number of shares of our Class A Common Stock increased by 65.9 million shares with a corresponding decrease in the number of shares of our Class B Common Stock, and redeemable noncontrolling interests decreased by $1,210.8 million, while Additional paid-in capital (“APIC”) increased by $1,210.8 million.

Treasury Stock

Our Board of Directors authorized a stock repurchase program in March 2024 with an approved limit of $150.0 million and atwo-year term. In February 2026, our Board of Directors extended the stock repurchase program indefinitely and increased the approved limit to $400.0 million. We may repurchase shares of 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 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. The 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the Inflation Reduction Act of 2022 applies to repurchases of our Class A Common Stock pursuant to our stock repurchase program.

We record treasury stock purchases at cost, which includes incremental direct transaction costs. Amounts are recorded as a reduction to equity on our condensed consolidated balance sheets. For the nine months ended September 30, 2025, we repurchased 4.1 million shares of our Class A Common Stock for $33.5 million, at an average price of $8.21 per share (the “2025 Class A Repurchases”). In connection therewith, we cancelled a corresponding number of OpCo Units held by us. After the 2025 Class A Repurchases, the remaining amount under the plan (as re-authorized in February 2026) is approximately $336.0 million as of September 30, 2026.

In addition, a portion of our treasury stock shares represent shares we withheld associated with the payroll tax withholding obligations due from employees upon the vesting of stock awards. We include the shares withheld as treasury stock on our consolidated balance sheets and separately pay the payroll tax obligation. These retained shares are not part of a publicly announced program to repurchase shares of our Class A Common Stock and are accounted for at cost.

Basis of Presentation

Our unaudited condensed consolidated financial statements (the “financial statements”) include the accounts of the Company and its subsidiaries after the elimination of intercompany transactions and balances, are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the respective interim periods. We have no elements of other comprehensive income for the periods presented. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report.

CEC is a holding company that conducts substantially all of its business through its consolidated subsidiaries, including (i) OpCo, which is wholly owned by CEC, and (ii) Crescent Energy Finance LLC (“CEF”) and Crescent Royalty Finance LLC (“CRF”), each of which is wholly owned by OpCo. OpCo has no material operations, cash flows, assets or liabilities other than its investments in CEF and CRF. The assets and liabilities of OpCo represent substantially all of our consolidated assets and liabilities, except for certain parent company items held by CEC such as current and deferred taxes, CEC’s 2031 Convertible Notes (as defined within NOTE 7 – Debt), and certain liabilities under the Management Agreement (as defined within NOTE 11 – Related Party Transactions).

The financial statements include undivided interests in oil and natural gas properties. We account for our share of oil and natural gas properties by reporting our proportionate share of assets, liabilities, revenues, costs and cash flows within the accompanying condensed consolidated balance sheets, condensed consolidated statements of operations, and condensed consolidated statements of cash flows.

NOTE 2 –Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make use of estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We use historical experience and various other assumptions and information that are believed to be reasonable under the circumstances in developing our estimates and judgments. Estimates and assumptions about future events and their effects cannot be predicted with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. While we believe that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results may differ from these estimates. Our significant estimates include the fair value of acquired assets and liabilities, oil and natural gas reserves, impairment of proved and unproved oil and natural gas properties, valuation of derivative instruments and income taxes.

Restricted Cash

Restricted cash consists of funds earmarked for a special purpose and therefore not available for immediate and general use. Our restricted cash is composed of cash that is contractually required to be restricted for a variety of purposes including to fund acquisitions or to pay for the future abandonment of certain wells. Restricted cash is presented separately in current assets while the noncurrent portion is included in Other assets on our condensed consolidated balance sheets.

The following table provides a reconciliation of cash, cash equivalents and restricted cash presented on our balance sheets to amounts shown in our condensed consolidated statements of cash flows:

Income Taxes

CEC is a holding company and its sole material asset is OpCo Units. OpCo is a partnership and is generally not subject to U.S. federal and certain state taxes. Crescent is subject to U.S. federal and certain state taxes on its allocable share of any taxable income of OpCo. For the three and nine months ended September 30, 2026, we recognized income tax expense of $6.0 million and $93.6 million for an effective tax rate of 111.0% and 55.9%, respectively. For the three and nine months ended September 30, 2025, we recognized income tax benefit of $4.0 million and income tax expense of $39.6 million for an effective tax rate of 28.2% and 20.0%, respectively.

For the nine months ended September 30, 2026, the effect of various discrete period tax items was a net tax expense of $48.6 million. Significant discrete items included permanent differences recognized in connection with the vesting of the performance stock units granted to our Manager (“Manager PSUs”). Excluding discrete items, our effective tax rate was 26.9% during the nine months ended September 30, 2026. There were no significant discrete tax items affecting our effective tax rate for the nine months ended September 30, 2025.

In addition to increasing our effective tax rate, the Corporate Simplification and the 2025 Class A Redemption increased our Deferred tax liability by $136.9 million with an offsetting decrease in APIC on the condensed consolidated balance sheets.

We evaluate and update the estimated annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. Consequently, based upon the mix and timing of our actual earnings compared to annual projections, our effective tax rate may vary quarterly and may make quarterly comparisons not meaningful. The quarterly income tax provision is generally composed of tax expense on income or benefit on loss at the most recent estimated annual effective tax rate. The tax effect of discrete items is recognized in the period in which they occur at the applicable statutory rate.

We continually assess the available positive and negative evidence to determine if sufficient future taxable income will be generated to use the existing deferred tax assets. On the basis of this evaluation, a valuation allowance is recorded to recognize only the portion of the deferred tax assets that are more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted in the future.

We have U.S. federal net operating loss (“NOL”) carryforwards and recognized built-in-loss (“RBIL”) property that are subject to limitation under Section 382 of the U.S. Internal Revenue Code of 1986, as amended (the “IRC”). Pursuant to Sections 382 and 383 of the IRC, utilization of our NOL and RBIL carryforwards is subject to an annual limitation. These annual limitations may result in the expiration of U.S. federal NOL and RBIL carryforwards prior to utilization. Accordingly, we have maintained a valuation allowance related to U.S. federal NOL and RBIL carryforwards that we do not believe are recoverable due to these limitations under Section 382 of the IRC. Our October 2026 Primary Offering (see NOTE 14 – Subsequent Eventsfor additional information) may have resulted in an ownership change under Section 382 of the IRC. Based on our preliminary analysis, we do not expect any resulting limitation to materially further restrict utilization of our tax attributes beyond existing limitations from prior ownership changes.

As of September 30, 2026 and December 31, 2025, we did not have any uncertain tax positions.

Supplemental Cash Flow Disclosures

The following are our supplemental cash flow disclosures for the nine months ended September 30, 2026 and 2025:

NOTE 3 –Acquisitions and Divestitures

Acquisitions

Vital Energy Merger

In December 2025, we consummated the transactions contemplated by the Agreement and Plan of Merger, dated August 24, 2025 (the “Vital Energy Merger Agreement” and the transactions contemplated within the Vital Energy Merger Agreement, the “Vital Energy Merger”), between CEC, Venus Merger Sub I Inc., Venus Merger Sub II LLC and Vital. The Vital Energy Merger has been accounted for as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, with Crescent being identified as the accounting acquirer.

In accordance with the terms of the Vital Energy Merger Agreement, each share of Vital common stock issued and outstanding immediately prior to the Effective Time (as defined in the Vital Energy Merger Agreement) was converted into the right to receive from Crescent 1.9062 shares of Class A Common Stock, with cash paid in lieu of any fractional shares of Class A Common Stock. Each Vital restricted stock award that was outstanding immediately prior to the Vital Energy Merger vested in full and was cancelled and converted into the right to receive, without interest, the merger consideration in respect of each share of Vital common stock subject thereto, with cash paid in lieu of any fractional shares of Class A Common Stock. Each Vital cash-settled performance unit that was outstanding immediately prior to the Effective Time vested in full, with performance conditions deemed to have been satisfied at the target performance level, and was cancelled and converted into the right to receive a lump-sum cash payment equal to the product of (i) the total number of shares of Vital common stock subject to such Vital cash-settled performance unit and (ii) the closing trading price per share of Vital common stock reported on the NYSE on the trading day immediately preceding the closing of the Vital Energy Merger, less applicable tax withholdings.

Certain data necessary to complete the purchase price allocation is not yet available, including final tax returns that provide the underlying tax basis of Vital’s assets and liabilities. We expect to complete the purchase price allocation during the 12-month period following the acquisition date of the Vital Energy Merger. During the nine months ended September 30, 2026, we adjusted the preliminary purchase price for the Vital Energy Merger to reflect certain post-closing adjustments, which included an increase to Oil and gas properties - proved of $6.3 million, an increase to Oil and gas properties - unproved of $0.7 million, a decrease to Accounts receivable, net of $2.8 million, a decrease to Prepaid expenses of $0.3 million, a decrease to Accounts payable and accrued liabilities of $4.8 million, and an increase to Other current liabilities of $8.6 million on the condensed consolidated balance sheets.

Crescent issued 73.3 million shares of Class A Common Stock in the Vital Energy Merger and paid $3.7 million in cash to settle outstanding Vital equity awards.

We reorganized our business as a result of the integration of the assets acquired in the Vital Energy Merger, our acquisition of SilverBow Resources, Inc. (the “SilverBow Merger”) and certain divestitures, which included one-time termination costs and exit costs for the closure of certain legacy corporate offices. As of September 30, 2026, we expected the total amount of one-time employee termination benefits incurred to be $65.1 million and lease termination and other costs of $16.6 million, respectively. The following is a reconciliation of our restructuring liability, which is included within Accounts payable and accrued liabilities on the consolidated balance sheets.

Ridgemar Acquisition

On January 31, 2025, we acquired all of the outstanding equity interests in Ridgemar (Eagle Ford) LLC (“Ridgemar”) for $807.2 million in cash and 5.5 million shares of our Class A Common Stock (the “Ridgemar Acquisition”). We accounted for the Ridgemar Acquisition as an asset acquisition. In addition, up to $170.0 million in contingent earn-out consideration may be paid in fiscal years 2026 and 2027 if quarterly NYMEX WTI prices of crude oil are above certain thresholds in 2026 and 2027 (collectively, the “Ridgemar Contingent Consideration”). See NOTE 4 – Derivatives -Ridgemar Contingent Consideration.

Other Acquisitions

Minerals Acquisitions

In February 2026, we acquired a portfolio of mineral and royalty interests located in the Eagle Ford from unrelated third-parties for an aggregate consideration of approximately $309.9 million, including transaction costs and certain customary purchase price adjustments (the “February 2026 Minerals Acquisition”).

In January 2026, we acquired a portfolio of mineral and royalty interests located in the Eagle Ford from unrelated third-parties for an aggregate consideration of approximately $47.9 million, including transaction costs and certain customary purchase price adjustments (the “January 2026 Minerals Acquisition” and together with the February 2026 Minerals Acquisition, the “2026 Minerals Acquisitions”).

In July 2025, we acquired a portfolio of oil and natural gas mineral interests located in various U.S. oil and gas basins from an unrelated third-party for total cash consideration of approximately $67.9 million, including transaction costs and certain customary purchase price adjustments (the “2025 Minerals Acquisition” and collectively with the 2026 Minerals Acquisitions, the “Minerals Acquisitions”).

Webb Gas Acquisition

In January 2025, we acquired additional interests in Crescent operated oil and gas properties located in Webb County, Texas from unaffiliated third parties for aggregate consideration of approximately $21.2 million, subject to customary post-closing adjustments.

Consideration Transferred

The following table summarizes the consideration transferred and the net assets acquired for our acquisitions during 2026 and 2025 that impact the periods presented:

Supplemental Pro Forma Information (Unaudited)

The following table summarizes our unaudited pro forma financial information for the nine months ended September 30, 2025 as if the Vital Energy Merger occurred on January 1, 2025:

Divestitures

During 2025, we sold non-core assets as part of our 2025 non-core asset divestiture program for total consideration in excess of $900.0 million, subject to customary purchase price adjustments and transaction costs. Under this program, we received $114.8 million in aggregate net cash proceeds through September 30, 2025 and $847.1 million in aggregate net cash proceeds through December 31, 2025.

Certain of these transactions met the criteria for classification as held for sale as of September 30, 2025. In connection with these transactions, we performed an assessment of the fair value of the associated net assets and liabilities and determined certain of those assets were impaired, and as such, during the three and nine months ended September 30, 2025, we recorded impairment expense of $73.5 million and $122.2 million, respectively, to write down those assets to the estimated transaction price less cost to sell. In addition, we recorded a loss of $1.6 million and a gain of $11.1 million, respectively, on the sale of certain other assets for the three and nine months ended September 30, 2025.

During the nine months ended September 30, 2026, we received $11.5 million in additional net cash proceeds and recorded a gain of $13.6 million as part of the customary purchase price adjustments for divestitures completed under the 2025 non-core asset divestiture program.

Separately, during the nine months ended September 30, 2026, we sold additional non-core assets to unrelated third-party buyers for $17.3 million in aggregate net cash proceeds and recorded a gain of $3.2 million.

NOTE 4 –Derivatives

In the normal course of business we are exposed to certain risks, including changes in the prices of oil, natural gas and NGLs which may impact the cash flows associated with the sale of our future oil and natural gas production. We enter into derivative contracts with lenders under our reserve-based revolving credit facility, by and among CEF, as borrower, and Wells Fargo Bank, National Association, as administrative agent for the lenders and letter of credit issuer (as amended, restated or otherwise modified to date, the “Revolving Credit Facility”), that consist of either a single derivative instrument or a combination of instruments to manage our exposure to these risks.

As of September 30, 2026, our commodity derivative instruments consisted of fixed price and basis swaps and collars which are described below:

Fixed Price and Basis Swaps: Fixed price swaps receive a fixed price and pay a floating market price to the counterparty on the notional amount. Our basis swaps fix the basis differentials between the index price at which we sell our production as compared to the index price used in the basis swap. Under a swap contract, we will receive payment if the settlement price is less than the fixed price and will be required to make a payment to the counterparty if the settlement price is greater than the fixed price.

Two-Way and Three-Way Collars: Two-way collars provide a minimum (“fixed floor price”) and maximum (“fixed ceiling price”) price on a notional amount of sales volume. Under a two-way collar, we will receive payment if the settlement price is less than the fixed floor price and make a payment to the counterparty if the settlement price is greater than the fixed ceiling price. We would not be required to make a payment or receive payment if the settlement price falls between the fixed floor price and fixed ceiling price. A three-way collar adds a secondary lower price below the fixed floor price (“fixed subfloor price”). In this structure, if the settlement price falls between the fixed floor price and the fixed subfloor price, we receive payment equal to the difference between the fixed floor price and the settlement price. If the settlement price falls below the fixed subfloor price, we receive payment equal to the difference between the fixed floor price and the fixed subfloor price. We still make a payment to the counterparty if the settlement price is greater than the fixed ceiling price, and we would still not be required to make or receive payment if the settlement price falls between the fixed ceiling price and the fixed floor price.

The following table details our net volume positions by commodity as of September 30, 2026:

(1)Represents outstanding crude oil swap options exercisable by the counterparty until December 2026 and June 2027.

(2)Represents outstanding crude oil three-way collar options exercisable by the counterparty until June 2027.

(3)Represents outstanding natural gas swap options exercisable by the counterparty until December 2026.

Ridgemar Contingent Consideration: The former owners of Ridgemar are entitled to receive contingent consideration payments from us if the daily average price of NYMEX WTI crude oil exceeds certain thresholds during specified quarterly periods. For each quarterly period in 2026, we will be required to pay $15.0 million if the average WTI price for the quarter is equal to or greater than $70 per barrel, and an additional $15.0 million if the average price equals or exceeds $75 per barrel. For each quarterly period in 2027, we will be required to pay $12.5 million if the average price of NYMEX WTI crude oil for the quarter equals or exceeds $70 per barrel.

On September 29, 2026, we entered into an Earnout Termination Agreement with the former owners of Ridgemar, under which we paid $12.3 million to terminate the $25.0 million contingent consideration payments originally scheduled for the third and fourth quarters of 2027.

The fair value of the Ridgemar Contingent Consideration is determined by a third-party valuation specialist using a Monte Carlo simulation. The significant inputs used in the valuation are the NYMEX WTI forward price curve, mean reversion rate, and volatility. We determined these were Level 2 fair value inputs that are substantially observable in active markets or can be derived from observable data. Contingent earn-out consideration is included in Other current liabilities and Other liabilities on the condensed consolidated balance sheets. The average WTI price exceeded the applicable thresholds of $70 per barrel for the first quarter of 2026 and $75 per barrel for the second and third quarters of 2026. During the nine months ended September 30, 2026, we made net payments totaling $85.5 million for the 2026 quarterly earn-outs and early termination of the second half of 2027 earn-outs, after $1.8 million of proceeds from derivative contracts entered into to mitigate commodity price exposure.

Vital Contingent Consideration: As part of the Vital Energy Merger, we acquired a contingent consideration arrangement in which we are entitled to receive contingent consideration payments from a third party if certain performance conditions are met related to certain assets previously sold by Vital (the “Vital Contingent Consideration”). We are entitled to up to $3.2 million for the remainder of 2026 and $58.6 million in 2027 if certain performance conditions are met within those periods. The fair value of the Vital Contingent Consideration is determined by a third-party valuation specialist using a Monte Carlo simulation. The significant inputs used in the valuation include Crescent’s internally developed cash flow projections for the underlying assets and a risk-adjusted discount rate, which is developed by the third-party valuation specialist based on market participant assumptions and prevailing market conditions. We determined that these Level 3 fair value inputs are primarily based on unobservable inputs. As of December 31, 2025, contingent earn-out consideration is included in Other assets, and as of September 30, 2026, it is included in Other assets - current on the condensed consolidated balance sheets.

We use derivative commodity instruments and enter into swap contracts that are governed by International Swaps and Derivatives Association (“ISDA”) master agreements. The following table shows the effects of master netting arrangements on the fair value of our derivative contracts and contingent earn-out consideration as of September 30, 2026 and December 31, 2025:

See NOTE 5 – Fair Value Measurements for more information.

The amounts of gain (loss) recognized in gain (loss) on derivatives in our condensed consolidated statements of operations were as follows for the three and nine months ended September 30, 2026 and 2025:

NOTE 5 –Fair Value Measurements

GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Generally, the determination of fair value requires the use of significant judgment and different approaches and models under varying circumstances. Under a market-based approach, we consider prices of similar assets, consult with brokers and experts or employ other valuation techniques. Under an income-based approach, we generally estimate future cash flows and then discount them at a risk-adjusted rate. We classify the inputs used to measure the fair value of our financial assets and liabilities into the following hierarchy:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Quoted market prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active or other than quoted prices that are observable, either directly or indirectly, and can be corroborated by observable market data.

Level 3: Unobservable inputs that reflect management’s best estimates and assumptions of what market participants would use in measuring the fair value of an asset or liability.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of significance for a particular input to the fair value measurement requires judgment and may affect our valuation of the fair value assets and liabilities within the fair value hierarchy levels.

Recurring Fair Value Measurements

The following table presents the fair value of our derivative assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2026 and December 31, 2025 by level within the fair value hierarchy:

Non-Recurring Fair Value Measurements

Certain nonfinancial assets and liabilities are measured at fair value on a non-recurring basis. We utilize fair value measurements on a non-recurring basis to value our oil and natural gas properties when events and circumstances indicate a possible decline in the recoverability of the carrying amount of such property. When a triggering event is identified, we compare the carrying amount of our oil and natural gas properties to the estimated undiscounted cash flows our oil and natural gas properties will generate to determine if the carrying amount is recoverable. We perform this analysis on an asset pool basis. If the carrying amount exceeds the estimated undiscounted cash flows, we will write down the carrying amount of the oil and natural gas properties to fair value. The Level 3 inputs used to determine such fair value are primarily based upon internally developed cash flow models and estimated net proceeds upon the potential sale of an asset pool and are classified within Level 3. Significant Level 3 assumptions associated with discounted cash flows include, but are not limited to, estimates of reserves, future commodity prices, future production estimates, and discount rates commensurate with the risk associated with realizing the projected cash flows.

We also perform a separate impairment analysis when certain assets are classified as held for sale. The analysis is based on the agreed-upon proceeds less costs to sell, a Level 2 fair value measurement. For assets classified as held for sale during the three and nine months ended September 30, 2025, the carrying value of the net assets to be divested exceeded the fair value implied by the expected net proceeds, resulting in an impairment of $73.5 million and $122.2 million, respectively, to our proved oil and natural gas properties. See NOTE 3 – Acquisitions and Divestitures.

Our other non-recurring fair value measurements include the estimates of the fair value of assets and liabilities acquired through business combinations. Our business combinations are accounted for using the acquisition method under GAAP, which requires all assets acquired and liabilities assumed in the acquisitions to be recorded at fair values at the acquisition date of each transaction. Oil and natural gas properties are valued based on an income approach using a discounted cash flow model utilizing Level 3 inputs, including internally generated development and production profiles and price and cost assumptions. Net derivative liabilities assumed in acquisitions are valued based on Level 2 inputs similar to the Company’s other commodity price derivatives. See NOTE 3 – Acquisitions and Divestitures.

Other Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term maturities of these instruments. Our long-term debt obligations under our Revolving Credit Facility also have approximate fair value because the associated variable rates of interest are market based. The fair value of the Company’s outstanding senior notes (collectively, “Senior Notes”) as of September 30, 2026 and December 31, 2025 was approximately $4.8 billion and $4.7 billion, respectively, based on quoted market prices or Level 1 inputs.

NOTE 6 –Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following as of September 30, 2026 and December 31, 2025:

NOTE 7 –Debt

Crescent Energy Company

In March 2026, we issued $690.0 million aggregate principal amount of 2.750% Convertible Senior Notes due 2031 (the “2031 Convertible Notes”) at par. The 2031 Convertible Notes bear interest at an annual rate of 2.750%, which is payable on March 15 and September 15 of each year, beginning on September 15, 2026, and mature on March 15, 2031, unless earlier converted or redeemed or purchased by the Company. The net proceeds of the 2031 Convertible Notes were approximately $671.0 million after deducting the initial purchasers’ discount and offering expenses. The net proceeds of the 2031 Convertible Notes were used in part to redeem all of our outstanding 2028 Notes (as defined below) as discussed below.

Prior to December 15, 2030, the 2031 Convertible Notes are convertible only in certain circumstances and during specified periods. Thereafter, they are convertible at the noteholders’ election until shortly before the maturity date. Upon conversion, we may settle the conversions by paying or delivering, as applicable, in cash, shares of Class A Common Stock, or a combination thereof, at our election. The 2031 Convertible Notes have an initial conversion rate of 67.1456 shares of Class A Common Stock per each $1,000 principal amount, which represents an initial conversion price of approximately $14.89 per share of Class A Common Stock. In connection with the issuance of the 2031 Convertible Notes, we paid $56.6 million to enter into capped call transactions with certain financial institution counterparties designed to reduce potential dilution upon conversion of the 2031 Convertible Notes and/or offset cash payments in excess of the principal amount of the converted notes, in each case subject to the initial cap price of $22.48 per share of Class A Common Stock. The capped call transactions reduced APIC.

The 2031 Convertible Notes are the Company’s senior, unsecured obligations and are (i) equal in right of payment with CEC’s, as the issuer of the 2031 Convertible Notes, senior unsecured indebtedness; (ii) senior in right of payment to the issuer’s indebtedness that is expressly subordinated to the 2031 Convertible Notes; and (iii) effectively subordinated to the issuer’s secured indebtedness, to the extent of the value of the collateral securing that indebtedness. The 2031 Convertible Notes are not guaranteed by any of the Company’s subsidiaries, and the Company’s subsidiaries do not have any obligations under the 2031 Convertible Notes. Because the 2031 Convertible Notes are not guaranteed by any of the Company’s subsidiaries, the 2031 Convertible Notes are structurally subordinated to all indebtedness and other liabilities, including the Revolving Credit Facility, the CRF Credit Facility (as defined below), other series of our Senior Notes, trade payables and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries.

Crescent Energy Finance LLC

At December 31, 2025, we had $500.0 million outstanding aggregate principal amount of 9.250% senior notes due 2028 (the “2028 Notes”). In March 2026, we redeemed all of the remaining 2028 Notes (the “2028 Notes Redemption”), at a price of 102.3125%. As a result of the 2028 Notes Redemption, we incurred a loss on the extinguishment of debt of approximately $17.0 million, including $5.4 million related to the non-cash write-off of outstanding deferred financing costs, discounts, and premiums.

At December 31, 2025, we had $298.2 million outstanding aggregate principal amount of 7.750% senior notes due 2029 (the “2029 Notes”). In March 2026, we repurchased $39.1 million of our outstanding 2029 Notes in open market transactions, at an average price of 101.014%. As a result of the repurchases, we incurred a loss on the extinguishment of debt of approximately $0.4 million. In July 2026, we redeemed all of the remaining 2029 Notes (the “2029 Notes Redemption”) at a redemption price equal to 100.000% of the outstanding principal amount, or $258.7 million, plus accrued and unpaid interest to, but excluding, the redemption date.

At December 31, 2025, we had $302.4 million outstanding aggregate principal amount of 9.750% senior notes due 2030 (the “2030 Notes”). In September 2026, we repurchased $0.3 million of our outstanding 2030 Notes in an open market transaction, at a price of 104.874%.

Revolving Credit Facility

We are party to a senior secured reserve-based revolving credit agreement with Wells Fargo Bank, National Association as administrative agent for the lenders and letter of credit issuer, and the lenders from time to time party thereto.

On May 18, 2026, we entered into the Fifteenth Amendment (the “CEF 15th CA Amendment”) to the credit agreement governing our Revolving Credit Facility (the “CEF Credit Agreement”). Among other things, the CEF 15th CA Amendment (i) decreased our borrowing base from $3.9 billion to $3.5 billion, which constitutes the April 1, 2026 scheduled redetermination, (ii) extended our maturity date from October 22, 2030 to May 19, 2031 and (iii) provided that the incurrence of up to $600.0 million of certain additional indebtedness during the period beginning on May 18, 2026 and ending on the scheduled redetermination date for the October 1, 2026 scheduled redetermination will be excluded from the requirement for the borrowing base to be reduced by 0.25 x of the principal amount of such new debt incurrences, so long as such debt is incurred during such period and does not exceed the $600.0 million aggregate threshold. The CEF 15th CA Amendment maintained the aggregate elected commitments at $2.0 billion.

Our Revolving Credit Facility matures on May 19, 2031, but contains terms that if certain conditions regarding our 9.750% Senior Notes due 2030 exist 91 days prior to their stated maturity, it will mature on such date. At September 30, 2026, we were in compliance with each of the covenants under the Revolving Credit Facility and expect to remain in compliance with these covenants for the foreseeable future.

Borrowings under the Revolving Credit Facility bear interest at either (i) a U.S. dollar alternative base rate based on the prime rate, the federal funds effective rate or an adjusted secured overnight financing rate (“SOFR”), plus an applicable margin or (ii) SOFR, plus an applicable margin, at the election of the borrowers. The applicable margin varies based upon our borrowing base utilization then in effect. The fee payable for unused revolving commitments at September 30, 2026 is 0.375% per year and fees incurred are included within interest expense on our condensed consolidated statements of operations. Our weighted average interest rate on loan amounts outstanding as of December 31, 2025 was 5.56%. We hadno borrowings outstanding under the Revolving Credit Facility at September 30, 2026.

Crescent Royalty Finance LLC

Crescent Royalty Finance Credit Facility

In February 2026, one of our subsidiaries, CRF, entered into a senior secured reserve-based revolving credit agreement with Wells Fargo Bank, National Association as administrative agent for the lenders and letter of credit issuer, and the lenders from time to time party thereto (the “CRF Credit Facility”). The CRF Credit Facility provides for a $1.0 billion aggregate maximum credit amount senior secured reserve-based revolving credit facility, with an initial borrowing base and aggregate elected commitment amount of $365.0 million, consisting of $230.0 million under the revolving facility and a $135.0 million term loan (“CRF Term Loan”). As of September 30, 2026, following the repayment of the initial term loan facility, we hadno borrowings outstanding under the CRF Term Loan. Revolving loans under the CRF Credit Facility mature on February 23, 2031, and initial term loans under the CRF Credit Facility mature on February 23, 2029. The borrowing base is subject to semi-annual scheduled redeterminations on or about April 1st and October 1st of each year. The next scheduled borrowing base redetermination is expected to be completed in November 2026, following the filing of this report.

The obligations under the CRF Credit Facility are secured by liens on collateral granted by CRF, as borrower, and the guarantors under the related security documents, including, without limitation, oil and gas properties and related assets, as-extracted collateral in the form of production and proceeds attributable to mortgaged properties, equity interests in restricted subsidiaries owned by the borrower or subsidiary guarantors, certain indebtedness owed to the borrower or subsidiary guarantors, and deposit and securities accounts, in each case subject to permitted liens, excluded assets and other exceptions. The security documents include the security agreement, pledge agreement, mortgages, account control agreements and other instruments executed to secure or perfect the obligations under the facility. In connection with each redetermination of the borrowing base, the borrower must maintain mortgages on properties sufficient to satisfy the collateral coverage minimum, which requires that mortgaged properties represent at least 85% of the PV-9 of the credit parties’ total proved reserves included in the initial reserve report and, thereafter, the most recent reserve report. The borrower’s domestic subsidiaries are required to be guarantors under the CRF Credit Facility, subject to certain exceptions.

Borrowings under the CRF Credit Facility bear interest at either (i) a U.S. dollar alternative base rate based on the prime rate, the federal funds effective rate or an adjusted SOFR, plus an applicable margin or (ii) SOFR, plus an applicable margin, at the election of CRF. The applicable margin and fee payable for the unused revolving commitments varies based upon CRF’s borrowing base utilization then in effect. The weighted average interest rate on the CRF Credit Facility amount outstanding as of September 30, 2026 was 6.825%.

Covenants

The CRF Credit Facility contains certain covenants that restrict the payment of cash dividends, certain borrowings, sales of assets, loans to others, investments, merger activity and commodity swap agreements, liens and other transactions without the prior consent of our lenders. We are subject to (i) maximum leverage ratio and (ii) current ratio financial covenants calculated as of the last day of each fiscal quarter, beginning with the fiscal quarter ending on June 30, 2026. The CRF Credit Facility also contains representations, warranties, indemnifications and affirmative and negative covenants, including events of default relating to nonpayment of principal, interest or fees, inaccuracy of representations or warranties in any material respect when made or when deemed made, violation of covenants, bankruptcy and insolvency events, certain unsatisfied judgments and a change of control. If an event of default occurs and we are unable to cure such event of default, the lenders will be able to accelerate maturity and exercise other rights and remedies. As of September 30, 2026, we were in compliance with each of the covenants under the CRF Credit Facility and expect to remain in compliance with these covenants for the foreseeable future.

Total Debt Outstanding

The following table summarizes our debt balances as of September 30, 2026 and December 31, 2025:

NOTE 8 –Asset Retirement Obligations

Our ARO liabilities are based on our net ownership in wells and facilities and management’s estimate of the costs to abandon and remediate those wells and facilities together with management’s estimate of the future timing of the costs to be incurred. The following table summarizes activity related to our ARO liabilities for the nine months ended September 30, 2026:

NOTE 9 –Commitments and Contingencies

From time to time, we may be a plaintiff or defendant in a pending or threatened legal proceeding arising in the normal course of business. In accordance with ASC Topic 450, Contingencies, an accrual is recorded for a material loss contingency when its occurrence is probable and damages are reasonably estimable based on the anticipated most likely outcome or the minimum amount within a range of possible outcomes.

Legal proceedings are inherently unpredictable, and unfavorable resolutions can occur. Assessing contingencies is highly subjective and requires judgment about uncertain future events. When evaluating contingencies related to legal proceedings, we may be unable to estimate losses due to a number of factors, including potential defenses, the procedural status of the matter in question, the presence of complex legal and/or factual issues, and the ongoing discovery and/or development of information important to the matter. We are unable to make an estimate of the range of reasonably possible losses related to our contingencies, but we are currently unaware of any proceedings that, in the opinion of management, will individually or in the aggregate have a material adverse effect on our financial position, results of operations or cash flows.

We are subject to extensive federal, state and local environmental laws and regulations. These laws and regulations regulate the discharge of materials into the environment and may require us to remove or mitigate the environmental effects of the disposal or release of petroleum or chemical substances at various sites. We believe we are currently in compliance with all applicable federal, state and local regulations. Accordingly, no significant liability or loss associated with environmental remediation was recognized as of September 30, 2026.

NOTE 10 –Equity-Based Compensation Awards

We and certain of our subsidiaries have entered into incentive compensation award agreements to grant profits interests, restricted stock units (“RSUs”), performance stock units (“PSUs”) and other incentive awards to our employees, our Manager, as defined within NOTE 11 – Related Party Transactions, and non-employee directors.

The following table summarizes compensation cost we recognized in connection with our equity-based compensation awards for the periods indicated:

Our incentive compensation awards may contain certain service-based, performance-based, and market-based vesting conditions, which are further discussed below.

Equity-classified LTIP RSU Awards

During the three and nine months ended September 30, 2026, we granted a total of 0.3 million and 2.1 million equity-classified LTIP RSUs with a weighted average grant date fair value of $14.07 and $12.90, respectively, under the Crescent Energy Company 2021 Equity Incentive Plan to certain directors, officers and employees. Each LTIP RSU represents the contingent right to receiveone share of Class A Common Stock. The LTIP RSUs will vest over a period ofone tothree years, with equity-based compensation expense recognized ratably over the applicable vesting period. Compensation cost for these awards is presented within General and administrative expense on the condensed consolidated statements of operations with a corresponding credit to APIC on our condensed consolidated balance sheets. In addition, during the three and nine months ended September 30, 2026, we had 0.1 million and 0.5 million shares, net of tax withholding, related to outstanding LTIP RSU awards that vested.

Equity-classified LTIP PSU Awards

During the nine months ended September 30, 2026, we granted a total of 0.5 million equity-classified LTIP PSUs under the Crescent Energy Company 2021 Equity Incentive Plan to certain officers and employees. Each LTIP PSU represents the right to receive one share of Class A Common Stock, on such LTIP PSUs performance period end date, modified by an amount ranging from 0% to 240% based on certain absolute and relative shareholder return components. The grant date fair value was $22.75 per LTIP PSU. Compensation cost for these awards is presented within General and administrative expense on the condensed consolidated statements of operations with a corresponding credit to APIC on our condensed consolidated balance sheets.

Equity-classified Manager PSU Awards

In March 2026, the certification of the Company’s level of achievement with respect to the Target PSU (as defined below) for the first and second three-year performance period, or tranches, of the incentive compensation granted to the Manager under the Crescent Energy Company 2021 Manager Incentive Plan (the “Incentive Compensation”) was completed. As a result, such tranches were settled and the number of shares of our Class A Common Stock outstanding increased by 2.1 million shares accordingly. Additionally, the number of equity-classified PSU target shares of Class A Common Stock related to the Incentive Compensation increased by approximately 0.2 million shares for the nine months ended September 30, 2026. We accounted for this increase as a change in estimate and recognized additional expense of $0.1 million and $2.6 million for the three and nine months ended September 30, 2026, respectively. For more information on the Incentive Compensation, including the performance-based vesting criteria applicable thereto, see NOTE 11 – Related Party Transactions - Management Agreement.

NOTE 11 –Related Party Transactions

KKR Group

Management Agreement

Crescent Energy Company has a management agreement (the “Management Agreement”) with KKR Energy Assets Manager LLC (the “Manager”). Pursuant to the Management Agreement, the Manager provides the Company with members of its executive management team and certain management services. The Management Agreement has a term ofthree years, with automatic three-year renewals, unless the Company or the Manager elects not to renew the Management Agreement. The current term automatically renewed in December 2024 for an additional three-year term ending December 7, 2027 and will have automatic three-year renewals thereafter, unless the Company or the Manager elects not to renew the Management Agreement.

As consideration for the services rendered pursuant to the Management Agreement and the Manager’s overhead, including compensation of members of its executive management team, the Manager is entitled to receive compensation from the Company equal to $78.5 million per annum (“Manager Compensation”), as of September 30, 2026, which is included in General and administrative expenses on our condensed consolidated statements of operations. As the Company’s business and assets expand, Manager Compensation will increase by an amount equal to 1.5% per annum of the net proceeds from all future issuances of our primary equity securities by the Company (including in connection with acquisitions). See NOTE 3 – Acquisitions and Divestituresand NOTE 14 – Subsequent Events for more information.

Prior to the Corporate Simplification, the Manager Compensation was reduced proportionally by the percentage of OpCo Units held as redeemable noncontrolling interests, with such amount distributed concurrently to the holders of redeemable noncontrolling interests. This cash distribution to the holders of redeemable noncontrolling interests did not represent additional Manager Compensation; rather, it represented an ordinary cash distribution to the holders of redeemable noncontrolling interests. In certain instances in our financial statements and other disclosures, we clarify the underlying event that requires us to make such distributions.

During the three and nine months ended September 30, 2026, we recorded General and administrative expense of $19.6 million and $58.9 million, respectively, related to the Manager Compensation. After the Corporate Simplification, there are no longer any outstanding redeemable noncontrolling interests in OpCo, and as such, we no longer make cash distributions to the holders of redeemable noncontrolling interests. During the three and nine months ended September 30, 2025, we recorded General and administrative expense of $17.4 million and $47.9 million, respectively, related to the Manager Compensation and concurrently made cash distributions of $8.8 million, during the nine months ended September 30, 2025, to our redeemable noncontrolling interests related to the Management Agreement. At both September 30, 2026 and December 31, 2025, we had $19.6 million included within Accounts payable – affiliates on the consolidated balance sheets associated with the Management Agreement.

Additionally, the Manager is entitled to receive Incentive Compensation under which the Manager is targeted to receive Class A Common Stock based on the achievement of certain performance-based measures. Initially, the Incentive Compensation consisted offive tranches, each of which featured a separate three-year performance period and relates to a target number of shares of Class A Common Stock equal to 2% of the outstanding Class A Common Stock as of the time such tranche is settled (each, a “Target PSU”). The first two tranches have vested and were fully expensed as of December 31, 2025. So long as the Manager continuously provides services to us until the end of the performance period applicable to a tranche, the Manager is entitled to settlement of such tranche with respect to a number of shares of Class A Common Stock ranging from 0% to 4.8% of the outstanding Class A Common Stock at the time each tranche is settled. Accordingly, as our Class A Common Stock share count increases, the number of equity-classified Manager PSU target shares of our Class A Common Stock granted under the Crescent Energy Company 2021 Manager Incentive Plan increases. During the three and nine months ended September 30, 2026, we recorded non-cash general and administrative expense of $19.7 million and $60.5 million, respectively, related to Incentive Compensation. During the three and nine months ended September 30, 2025, we recorded non-cash general and administrative expense of $22.5 million and $139.3 million, respectively, related to Incentive Compensation. See NOTE 10 – Equity-Based Compensation Awards for more information.

KKR Funds

From time to time, we may invest in upstream oil and gas assets alongside EIGF II and/or other KKR funds (“KKR Funds”) pursuant to the terms of the Management Agreement. In these instances, certain of our consolidated subsidiaries enter into Master Service Agreements (“MSA”) with entities owned by KKR Funds, pursuant to which our subsidiaries provide certain services to such KKR Funds, including the allocation of the production and sale of oil, natural gas and NGLs, collection and disbursement of revenues, operating expenses and general and administrative expenses in the respective oil and natural gas properties, and the payment of all capital costs associated with the ongoing operations of the oil and natural gas assets. Our subsidiaries settle balances due to or due from KKR Funds on a quarterly basis. The administrative costs associated with these MSAs are allocated by us to KKR Funds based on (i) an actual basis for direct expenses we may incur on their behalf or (ii) an allocation of such charges between the various KKR Funds based on the estimated use of such services by each party. As of September 30, 2026 and December 31, 2025, we had a related party receivable of $9.6 million and $1.2 million, respectively, included within Accounts receivable – affiliates and a related party payable of $0.3 million and $25.1 million, respectively, included within Accounts payable – affiliates on our condensed consolidated balance sheets associated with KKR Funds transactions.

KKR Capital Markets LLC (“KCM”)

We may engage KCM, an affiliate of KKR Group, for capital market transactions primarily including notes offerings, credit facility structuring and equity offerings. See NOTE 14 – Subsequent Events for more information. The following table summarizes fees, discounts and commissions paid to KCM by Crescent in connection with our debt and equity transactions:

We recorded these fees to debt issuance costs within Long-term debt (notes offerings) and Other assets (credit facility structuring) or APIC (equity offerings). In connection with funding the Devon EF Assets Acquisition (as defined below), we expect to pay KCM a total of $15.5 million. See NOTE 14 – Subsequent Events for more information.

Other Transactions

During the three and nine months ended September 30, 2025, we made cash distributions of $0.6 million and $8.4 million, respectively, to our redeemable noncontrolling interests related to their pro rata share of cash distributions made to CEC to pay dividends and income taxes. As a result of the Corporate Simplification, such pro rata distributions to holders of redeemable noncontrolling interests were eliminated.

In addition, during the three and nine months ended September 30, 2026 and 2025, we reimbursed KKR Group $1.3 million and $3.7 million, and $0.6 million and $2.4 million, respectively, for costs incurred on our behalf. At December 31, 2025, we had $0.7 million accrued within Accounts payable - affiliates on the condensed consolidated balance sheet for reimbursable costs that was subsequently paid during the nine months ended September 30, 2026.

Other

We were previously required to fund certain workover costs and plugging and abandonment costs related to producing assets held by Chama Energy LLC (“Chama”), an Investment in equity affiliates on our condensed consolidated balance sheets. John Goff, the Chairman of our Board of Directors, holds an approximate interest of 17.5% in Chama, and the remaining interests are held by other investors. During the three and nine months ended September 30, 2025, we funded $3.2 million and $5.2 million, respectively, to Chama associated with plugging and abandonment costs. During the nine months ended September 30, 2026, we received $1.3 million from Chama in connection with the cessation of its operations and the closure of its bank accounts.

NOTE 12 –Earnings Per Share

We havetwo classes of common stock in the form of Class A Common Stock and Class B Common Stock. Our shares of Class A Common Stock are entitled to dividends. Shares of Class B Common Stock do not participate in dividends or undistributed earnings, but holders of such shares receive pro rata distributions from OpCo through their ownership of corresponding OpCo Units. After the Corporate Simplification, there are no shares of Class B Common Stock outstanding. We apply the two-class method for purposes of calculating earnings per share (“EPS”). The two-class method determines earnings per share of common stock and participating securities according to dividends or dividend equivalents declared during the period and each security’s respective participation rights in undistributed earnings and losses. Net income (loss) per share - diluted excludes the effect of 21.8 million and 2.4 million RSUs and PSUs for the three months ended September 30, 2026 and 2025, respectively, that were not included in the computation of earnings per share because to do so would have been antidilutive to our net loss. The dilutive effect of the 2031 Convertible Notes was determined under the if- converted method and the two-class method using the more dilutive method of the two. Net income (loss) per share - diluted excludes the effect of 46.3 million and 35.5 million shares issuable upon conversion of the 2031 Convertible Notes at the initial conversion rate for the three and nine months ended September 30, 2026, respectively, that were not included in the computation of EPS because to do so would have been antidilutive to our net income (loss) per share.

The following table sets forth the computation of basic and diluted net income (loss) per share:

NOTE 13 –Segment Information

We have evaluated how we are organized and managed and have identifiedone 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.

The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. The CODM uses measures of profitability including Net income (loss) on the condensed consolidated statement of operations to assess performance and determine resource allocation. The CODM uses these metrics to make key operating decisions, including the determination of allocation of capital between development of existing oil and gas properties and the acquisition of additional oil and gas properties, and the identification and divestiture of non-core assets. The measure of segment assets is reported on the consolidated balance sheets as Total assets. We do not have intra-entity sales or transfers.

The table below provides information about the Company’s single reportable segment:

Other segment items include Exploration expense, Gain (loss) on derivatives,(Gain) loss on sale of assets, Loss from extinguishment of debt, Other income (expense), Income (loss) from equity affiliates and Income tax benefit (expense) from our condensed consolidated statements of operations.

NOTE 14 –Subsequent Events

Devon EF Assets Acquisition

On October 8, 2026, we entered into a purchase and sale agreement, pursuant to which we intend to acquire certain interests in oil and gas properties, rights and related assets in the Eagle Ford Basin (the “Devon EF Assets”) from Devon Energy Production Company, L.P., a subsidiary of Devon Energy Corporation, for approximately $4.2 billion in cash (the “Devon EF Assets Acquisition”), subject to customary purchase price adjustments, including reductions for proceeds received from sales of hydrocarbons from the Devon EF Assets after the economic effective date of July 1, 2026. The Devon EF Assets Acquisition is expected to close in the fourth quarter of 2026 or early 2027, and the closing is subject to customary conditions, including, among other things, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. We expect to fund the Devon EF Assets Acquisition with proceeds from the October 2026 Primary Offering (as defined below) and the Term Loan B (as defined below), with the remaining portion funded with proceeds from debt financings, cash on hand, availability under our Revolving Credit Facility or other capital markets offerings as appropriate.

Crescent Royalty Company

In November 2026, the Company announced that Crescent Royalty Company, a wholly owned subsidiary of the Company (“Crescent Royalty”), confidentially submitted a draft Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission for a proposed initial public offering (“IPO”) of Crescent Royalty’s common stock, to be created and issued in connection with the IPO. The IPO is subject to market and other conditions, the completion of the review process of the U.S. Securities and Exchange Commission and our Board of Directors’ approval.

October 2026 Primary Offering

In October 2026, we conducted an underwritten public offering of 92.0 million shares of Class A Common Stock at a price to the public of $12.50 per share (not including underwriter discounts and commissions) (the “October 2026 Primary Offering”).

This included 12.0 million shares of Class A Common Stock that were issued upon the underwriters’ exercise of their 30-day option to purchase additional shares to cover over-allotments pursuant to the related underwriting agreement.

Aggregator participated in the October 2026 Primary Offering by purchasing 40.0 million shares of Class A Common Stock from the underwriters at the public offering price and on the same terms as the other shares of Class A Common Stock.

After deducting underwriting fees and expenses, we received net proceeds of approximately $1.1 billion (inclusive of the net proceeds from the underwriters’ exercise of their option) from the October 2026 Primary Offering, with which we intend to fund a portion of the cash consideration for the Devon EF Assets Acquisition.

In connection with the October 2026 Primary Offering, the Company entered into an amendment to the Management Agreement, pursuant to which the incremental Manager Compensation related to the equity issuances pursuant to the October 2026 Primary Offering (including shares of our Class A Common Stock purchased by Aggregator and shares issued pursuant to the underwriters’ option to purchase additional shares), shall be reduced by $3.0 million. Accordingly, the incremental Manager Compensation related to the shares issued in the October 2026 Primary Offering is approximately $13.8 million. Additionally, as a result of the increase in outstanding shares of Class A Common Stock from the issuance, the target shares of Class A Common Stock related to the Incentive Compensation increased. We will account for this increase in target shares as a change in estimate and expect to recognize additional expense of approximately $104.1 million in the fourth quarter of 2026.

In October 2026, we completed the pricing and syndication of a $1.5 billion senior secured term loan facility (the “Term Loan B”). The Term Loan B will have afive-year term and an interest rate of SOFR plus 2.25%, and was priced at 99.5% of par. Funding is expected to occur concurrently with the closing of the Devon EF Assets Acquisition. In connection with our Term Loan B, we engaged KCM as a lead arranger and bookrunner.

Sixteenth Amendment to Credit Agreement

Also in connection with the Devon EF Assets Acquisition, in October 2026, we entered into the Sixteenth Amendment (the “CEF 16th CA Amendment”) to the CEF Credit Agreement to provide flexibility for acquisition financing. Among other things, the CEF 16th CA Amendment (i) permits the consummation of the Devon EF Assets Acquisition, (ii) subject to customary terms and conditions, permits the incurrence of an up to $2.0 billion 364-day unsecured bridge credit facility in order to fund, among other things, a portion of the cash consideration for the Devon EF Assets Acquisition, (iii) subject to certain customary terms and conditions, permits the incurrence of term loan indebtedness that is secured on a pari passu basis with the obligations under the CEF Credit Agreement in an aggregate principal amount not to exceed an amount equal to the lesser of (I) the borrowing base minus the aggregate elected commitments minus the aggregate outstanding principal amount of all permitted pari passu indebtedness at such time and (II) an amount equal to 50.0% of the sum of (x) the aggregate elected commitments plus (y) the aggregate outstanding principal amount of all permitted pari passu indebtedness (after giving effect to the incurrence of any permitted pari passu indebtedness), and (iv) provides that the incurrence of up to $1.0 billion of certain additional indebtedness during the period beginning on May 18, 2026 and ending on the scheduled redetermination date for the April 1, 2027 scheduled redetermination will be excluded from the requirement for the borrowing base to be reduced by 0.25 x of the principal amount of such new debt incurrences, so long as such debt is incurred during such period and does not exceed the $1.0 billion aggregate threshold. The CEF 16th CA Amendment maintains the aggregate elected commitments at $2.0 billion.

Dividend

On November 2, 2026, the Board of Directors approved a quarterly cash dividend of $0.12 per share, or $0.48 per share on an annualized basis, to be paid to shareholders of our Class A Common Stock with respect to the third quarter of 2026. The quarterly dividend is payable on November 30, 2026 to shareholders of record as of the close of business on November 16, 2026.

The payment of quarterly cash dividends is subject to management’s evaluation of our financial condition, results of operations and cash flows in connection with such payments and approval by our Board of Directors. Management and the Board of Directors will evaluate any future changes in cash dividends on a quarterly basis.