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 Accounting Standards Update 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 antidilutive. 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 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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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