CRGY / Crescent Energy Company - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Resource Extraction Payment Report

Exhibit 99.1 Resource Extraction Payment Report This exhibit to Form SD presents payments made by Crescent Energy Company (“Crescent,” “we” or “our”) to the U.S. federal government and foreign governments for the purpose of the commercial development of oil and natural gas during the year ended December 31, 2024. The information within this report has been prepared and is presented in accordance w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Commission file number 001-41132 Crescent Energy Company (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Commission file number 001-41132 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 87-1133610 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 600 Travis Street, Suite 7200 Houston, Texas 77002 (Add

Crescent Energy Update Call August 25, 2025

425 Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vital Energy, Inc.

AGREEMENT AND PLAN OF MERGER CRESCENT ENERGY COMPANY, VENUS MERGER SUB I INC., VENUS MERGER SUB II LLC VITAL ENERGY, INC. Dated as of August 24, 2025

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AMONG CRESCENT ENERGY COMPANY, VENUS MERGER SUB I INC., VENUS MERGER SUB II LLC AND VITAL ENERGY, INC. Dated as of August 24, 2025 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 3 ARTICLE II THE MERGERS 2.1 The Mergers 5 2.2 Closing 6 2.3 Effects of the Mergers 6 2.4 Organi

THIRD AMENDMENT MANAGEMENT AGREEMENT

EX-10.4 Exhibit 10.4 Execution Version THIRD AMENDMENT TO MANAGEMENT AGREEMENT This Third Amendment (the “Third Amendment”) to the Management Agreement, dated as of December 7, 2021 (the “Management Agreement”), by and between Crescent Energy Company (the “Company”) and KKR Energy Assets Manager LLC (the “Manager”, and together with the Company, the “Parties”), is entered into by and between the C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 Crescent Energy C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission

Disclaimer The information in this presentation relates to Crescent Energy Company (the “Company”) and contains information that includes or is based upon “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, a

EX-99.2 Establishing a Top 10 Independent Crescent Energy to Acquire Vital Energy Exhibit 99.2 Disclaimer The information in this presentation relates to Crescent Energy Company (the “Company”) and contains information that includes or is based upon “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of th

VOTING AND SUPPORT AGREEMENT

EX-10.1 Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of August 24, 2025, by and among PT Independence Energy Holdings LLC, a Delaware limited liability company (the “Holder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Parent”), Parent and Vital Energy, Inc., a Delaware corporation (the “Comp

VOTING AND SUPPORT AGREEMENT

EX-10.3 Exhibit 10.3 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of August 24, 2025, by and among [   ] (the “Holder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Parent”), Parent and Vital Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, Parent, the Company, Venus Merg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 Crescent Energy C

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2025 Crescent Energy C

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commis

VOTING AND SUPPORT AGREEMENT

EX-10.2 Exhibit 10.2 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of August 24, 2025, by and among Independence Energy Aggregator L.P., a Delaware limited partnership (the “Holder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Parent”), Parent and Vital Energy, Inc., a Delaware corporation (the “Company”).

Crescent Energy to Acquire Vital Energy in All-Stock Transaction, Establishing a Top 10 Independent Accretive on all key metrics, delivering immediate and sustainable value for shareholders Assets will be managed within Crescent’s consistent strategy

EX-99.1 Exhibit 99.1 Crescent Energy to Acquire Vital Energy in All-Stock Transaction, Establishing a Top 10 Independent Accretive on all key metrics, delivering immediate and sustainable value for shareholders Assets will be managed within Crescent’s consistent strategy focused on free cash flow and returns Crescent increases non-core divestiture pipeline to $1 billion HOUSTON, August 25, 2025 –

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2025 Crescent Energy C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission

Employee Town Hall Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vital Energy, Inc. Commission File No.: 001-353

425 Employee Town Hall Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vital Energy, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41132 Crescent En

Indemnification Agreement, dated June 2, 2025, by and between Crescent Energy Company and Jerome Hall

INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of June 2, 2025 and effective as of the Effective Time (as defined herein) (this “Agreement”) and is by and between J.

Form of Change in Control Agreement.

CRESCENT ENERGY COMPANY CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (“Agreement”) is entered into, as of [●], among Crescent Energy Company, a Delaware corporation (the “Company”), and [] (“Employee”).

, 2025 among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee.

Execution Version SEVENTH SUPPLEMENTAL INDENTURE Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of July 7, 2025, among CMP Crescent Minerals I (Gray) LLC, a Delaware limited liability company, and Contango Crescent VentureCo II LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2025 Crescent Energy Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 4, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission

Fifth Supplemental Indenture, dated as of July 7, 2025 among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee.

Execution Version FIFTH SUPPLEMENTAL INDENTURE Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of July 7, 2025, among CMP Crescent Minerals I (Gray) LLC, a Delaware limited liability company, and Contango Crescent VentureCo II LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.

Crescent Energy Reports Second Quarter 2025 Results

Exhibit 99.1 Crescent Energy Reports Second Quarter 2025 Results Houston, August 4, 2025 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company"), today announced financial and operating results for the second quarter of 2025. A supplemental slide deck can be found at www.crescentenergyco.com. The Company plans to host a conference call and webcast at 10 a.m. CT on Tuesday, August 5, 2

Fifth Supplemental Indenture, dated as of July 7, 2025 among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee.

Execution Version FIFTH SUPPLEMENTAL INDENTURE Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of July 7, 2025, among CMP Crescent Minerals I (Gray) LLC, a Delaware limited liability company, and Contango Crescent VentureCo II LLC, a Delaware limited liability company (each a “Guaranteeing Subsidiary” and together, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 8, 2025 Crescent Energy Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 8, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission Fi

Total Consideration

Exhibit 99.1 Crescent Energy Announces Early Results of Tender Offer For Up To $500 Million of its 9.250% Senior Notes due 2028 July 8, 2025 HOUSTON (BUSINESS WIRE) – Crescent Energy Finance LLC (“CE Finance”), a wholly owned subsidiary of Crescent Energy Company (NYSE: CRGY) (“Crescent”), announced the early results, as of 5:00 p.m., New York City time, on July 7, 2025 (the “Early Tender Date”),

Indenture, dated as of July 8, 2025, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee

Exhibit 4.1 Execution Version INDENTURE Dated as of July 8, 2025 Among CRESCENT ENERGY FINANCE LLC, as Company And U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 8.375% SENIOR NOTES DUE 2034 CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 66 SECTION 1.03. [Reserved] 67 SECTION 1.04. Rules of Construction 67

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 10, 2025 Crescent Energy Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 10, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission F

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 23, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission F

Crescent Energy Announces Pricing of Upsized $600 Million Private Placement of 8.375% Senior Notes Due 2034

Exhibit 99.1 Crescent Energy Announces Pricing of Upsized $600 Million Private Placement of 8.375% Senior Notes Due 2034 June 23, 2025 HOUSTON—(BUSINESS WIRE)—Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) has priced its previously announced private placement pursuant to Rule 144A and Regulation S under t

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 23, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission F

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS On January 31, 2025 (the “Closing Date”), Crescent Energy Company (“Crescent”) completed its acquisition of all of the issued and outstanding securities of Ridgemar (Eagle Ford) LLC (“Ridgemar EF” and such transaction, the “Ridgemar Acquisition”) pursuant to the Membership Interest Purchase Agreement (the “Purchase Agreem

Crescent Energy Announces Tender Offer For Up To $500,000,000 of its 9.250% Senior Notes due 2028

Exhibit 99.2 Crescent Energy Announces Tender Offer For Up To $500,000,000 of its 9.250% Senior Notes due 2028 June 23, 2025 HOUSTON—(BUSINESS WIRE)—Crescent Energy Finance LLC (“CE Finance”), a wholly owned subsidiary of Crescent Energy Company (NYSE: CRGY) (“Crescent”) announced today that it has commenced a cash tender offer (the “Tender Offer”) to purchase up to $500,000,000 aggregate principa

Crescent Energy Announces Offering of $500 Million Private Placement of Senior Notes Due 2034

Exhibit 99.1 Crescent Energy Announces Offering of $500 Million Private Placement of Senior Notes Due 2034 June 23, 2025 HOUSTON—(BUSINESS WIRE)—Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that, subject to market conditions, its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) intends to offer for sale in a private placement pursuant to Rule 144A and Regulati

Form of Indemnification Agreement by and between Jerome Hall and the Company, effective June 2, 2025.

INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of June 2, 2025 and effective as of the Effective Time (as defined herein) (this “Agreement”) and is by and between J.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 19, 2025 Crescent Energy Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 19, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission Fi

Crescent Energy Announces Appointment of Joey Hall as Chief Operating Officer

Crescent Energy Announces Appointment of Joey Hall as Chief Operating Officer Houston – May 19, 2025 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”) today announced the appointment of J.

, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee

Execution Version FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 24, 2025, among Crescent (Eagle Ford) LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.

, dated May 5, 2025, by and between Crescent Energy Company

INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of May 5, 2025 and effective as of the Effective Time (as defined herein) (this “Agreement”) and is by and between Mr.

Crescent Energy Reports First Quarter 2025 Results

Exhibit 99.1 Crescent Energy Reports First Quarter 2025 Results Houston, May 5, 2025 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company"), today announced financial and operating results for the first quarter of 2025. A supplemental slide deck can be found at www.crescentenergyco.com. The Company plans to host a conference call and webcast at 10 a.m. CT on Tuesday, May 6, 2025. Det

among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee.

Execution Version SIXTH SUPPLEMENTAL INDENTURE Sixth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 24, 2025, among Crescent (Eagle Ford) LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41132 Crescent E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 5, 2025 Crescent Energy Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 5, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission Fil

, 2025, by and among Crescent Energy Finance LLC, certain subsidiaries of Crescent Energy Finance LLC, as guarantors, Wells Fargo Bank, National Association, as administrative agent, collateral agent and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto

Execution Version TWELFTH AMENDMENT TO CREDIT AGREEMENT This Twelfth Amendment to Credit Agreement (this “Twelfth Amendment”) dated as of May 2, 2025, is among Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), Collateral Agent and a Letter of Credit Issuer; and the Lenders signatory hereto.

, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee.

Execution Version FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 24, 2025, among Crescent (Eagle Ford) LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.

DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244

Exhibit 99.3 DeGolyer and MacNaughton 5001 Spring Valley Road Suite 800 East Dallas, Texas 75244 February 7, 2025 Ridgemar Energy 5847 San Felipe Suite 930 Houston, Texas 77057 Ladies and Gentlemen: Pursuant to your request, this report of third party presents an independent evaluation, as of December 31, 2024, of the extent and value of the estimated net proved oil, natural gas liquids (NGL), and

C O N T E N T S

Exhibit 99.1 Ridgemar Energy Management, LLC and Subsidiaries Consolidated Financial Report Years ended December 31, 2024 and 2023 C O N T E N T S Page Independent Auditor's Report 1 Consolidated Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Cash Flows 5 Consolidated Statements of Changes in Members’ Equity 6 Notes to Consolid

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On January 31, 2025 (the “Closing Date”), Crescent Energy Company (“Crescent”) completed its acquisition of all of the issued and outstanding securities of Ridgemar (Eagle Ford) LLC (“Ridgemar EF” and such transaction, the “Ridgemar Acquisition”) pursuant to the Membership Interest Purchase Agreement (the “Purchase Agreement”

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 11, 2025 (January 31, 2025) Crescent Energy Company (Exact Name of Registrant as Specified in Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdic

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 10, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS On July 30, 2024, Crescent Energy Company, a Delaware corporation (“Crescent”), consummated the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated May 15, 2024, between Crescent, SilverBow Resources, Inc., a Delaware corporation (“SilverBow”), Artemis Acquisition Holdings Inc., a Delawa

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 2, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission F

Insider Trading Policy

Exhibit 19.1 CRESCENT ENERGY COMPANY INSIDER TRADING POLICY This Insider Trading Policy (this “Policy”) sets forth the policies of Crescent Energy Company (the “Company”) with respect to transactions by the Company’s directors, executive officers and employees (and other individuals serving in similar capacities) in the Company’s securities (such as Class A common stock, options to buy or sell com

Crescent Energy Reports Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 Crescent Energy Reports Fourth Quarter and Full Year 2024 Results Houston, February 26, 2025 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company"), today announced financial and operating results for the fourth quarter and full year 2024, as well as its 2025 capital budget and production outlook. A supplemental slide deck can be found at www.crescentenergyco.com. The Co

Report of Ryder Scott Company, LP.

CRESCENT ENERGY COMPANY Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2024 /s/ Stephen E.

Third Supplemental Indenture, dated as of November 7, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee.

Execution Version 4894-0416-5877v.3 THIRD SUPPLEMENTAL INDENTURE Third Supplemental Indenture (this “Supplemental Indenture”), dated as of November 7, 2024, among Crescent Gladiator LLC, a Delaware limited liability company, and Cheyenne Energy Services LLC, an Oklahoma limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), subsidiaries of

among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee.

Execution Version FIFTH SUPPLEMENTAL INDENTURE Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of November 7, 2024, among Crescent Gladiator LLC, a Delaware limited liability company, and Cheyenne Energy Services LLC, an Oklahoma limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Finance LLC, a Delaware limited liability company (the “Company”), and U.

, 2024, by and among Mesquite Comanche Holdings, LLC, SN EF Maverick, LLC and Javelin EF L.P.

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT This Fifth Amendment to Purchase and Sale Agreement (this “Amendment”), is dated October 30, 2024, by and between MESQUITE COMANCHE HOLDINGS, LLC, a Delaware limited liability company (“Comanche Holdings”), and SN EF MAVERICK, LLC, a Delaware limited liability company (“SN EF Maverick”, and collectively with Comanche Holdings, “Seller”), on the one part, and JAVELIN EF L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-41132 C

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 26, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissi

Subsidiaries of the Company.

Exhibit 21.1 Crescent Energy Company Subsidiaries Jurisdiction 1. Artemis Acquisition Holdings Inc. Delaware 2. Artemis Merger Sub II LLC Delaware 3. Bridge Energy Holdings LLC Delaware 4. Bridge Energy LLC Delaware 5. Bridge Energy Management LLC Delaware 6. CMP Legacy Co. LLC Delaware 7. CMP Venture Co. LLC Delaware 8. CMP Crescent Minerals I (Gray) LLC Delaware 9. Colt Admiral A Holding GP LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 13, 2025 Crescent Energy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 13, 2025 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissi

Filing Fees Table.

Calculation of Filing Fee Tables S-3 Crescent Energy Co Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Class A Common Stock, par value $0.

As filed with the Securities and Exchange Commission on February 3, 2025

As filed with the Securities and Exchange Commission on February 3, 2025 Registration Statement No.

Crescent Energy Closes Accretive Central Eagle Ford Bolt-On

Exhibit 99.1 Crescent Energy Closes Accretive Central Eagle Ford Bolt-On Houston – January 31, 2025 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”), today announced the closing of its acquisition of Central Eagle Ford assets from Ridgemar Energy for upfront consideration of $905 million, consisting of $830 million in cash and 5,454,546 shares of Class A common stock, plus futu

Closing Agreement, dated January 31, 2025, by and among Crescent Energy Finance LLC, Crescent Energy Company, Ridgemar Energy Operating, LLC and Ridgemar (Eagle Ford) LLC.

Exhibit 2.2 CLOSING AGREEMENT This Closing Agreement (this “Closing Agreement”) is made as of January 31, 2025 (the “Execution Date”), between Ridgemar Energy Operating, LLC, a Delaware limited liability company (“Seller”), Ridgemar (Eagle Ford) LLC, a Delaware limited liability company (“Company”), Crescent Energy Finance LLC, a Delaware limited liability company (“Buyer”), and Crescent Energy Co

Registration Rights Agreement, dated as of January 31, 2025, by and between Crescent Energy Company and Ridgemar Energy Operating, LLC.

Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 31, 2025, is entered into by and between Crescent Energy Company, a Delaware corporation (the “Company”) and Ridgemar Energy Operating, LLC, a Delaware limited liability company (the “Initial Holder” and, together with the Company, the “Parties”). WHEREAS, pursuant to the Membershi

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 31, 2025 Crescent Energy Company (Exact Name of Registrant as specified in its Charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commissio

Eleventh Amendment to Credit Agreement, dated December 17, 2024, by and among Crescent Energy Finance LLC, certain subsidiaries of Crescent Energy Finance LLC, as guarantors, Wells Fargo Bank, National Association, as administrative agent, collateral agent and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with Securities and Exchange Commission on December 20, 2024).

Execution Version Eleventh Amendment to Credit Agreement This Eleventh Amendment to Credit Agreement (this “Eleventh Amendment”) dated as of December 17, 2024, is among Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), Collateral Agent and a Letter of Credit Issuer; and the Lenders signatory hereto.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 17, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissi

Second Supplemental Indenture, dated as of November 7, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 13 2024).

Exhibit 4.3 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture (this “Supplemental Indenture”), dated as of November 7, 2024, among Crescent Gladiator LLC, a Delaware limited liability company, and Cheyenne Energy Services LLC, an Oklahoma limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Crescent Energy Financ

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 11, 2024 CRESCENT ENERGY COMPANY (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commissi

Third Supplemental Indenture, dated as of December 11, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 13 2024).

Exhibit 4.4 THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of December 11, 2024, by and among Crescent Energy Finance LLC, a Delaware limited liability company (the “Issuer”), the Guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, each of

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 3, 2024 CRESCENT ENERGY COMPANY (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commissio

Crescent Energy Company Announces Pricing of Upsized Public Offering of Class A Common Stock

Exhibit 99.1 Crescent Energy Company Announces Pricing of Upsized Public Offering of Class A Common Stock December 3, 2024 HOUSTON -(BUSINESS WIRE)- Crescent Energy Company (“Crescent” or the “Company”) (NYSE: CRGY) today announced the pricing of an underwritten, upsized public offering of 21,500,000 shares of its Class A common stock, par value $0.0001 per share (“Class A common stock”), at a pri

Crescent Energy Announces Pricing of Upsized $400 Million Private Placement of Additional 7.625% Senior Notes Due 2032

Exhibit 99.2 Crescent Energy Announces Pricing of Upsized $400 Million Private Placement of Additional 7.625% Senior Notes Due 2032 December 4, 2024 HOUSTON—(BUSINESS WIRE)—Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) has priced its previously announced private placement pursuant to Rule 144A and Regula

Underwriting Agreement, dated as of December 3, 2024, by and among Crescent Energy Company and the several underwriters named in Schedule A thereto.

Exhibit 1.1 CRESCENT ENERGY COMPANY Class A Common Stock UNDERWRITING AGREEMENT December 3, 2024 WELLS FARGO SECURITIES, LLC KKR CAPITAL MARKETS LLC RAYMOND JAMES & ASSOCIATES, INC. As Representatives of the Several Underwriters, c/o Wells Fargo Securities, LLC 500 West 33rd Street, 14th Floor New York, New York 10001 c/o KKR Capital Markets LLC 30 Hudson Yards New York, New York 10001 c/o Raymond

21,500,000 shares Crescent Energy Company Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-277702 PROSPECTUS SUPPLEMENT (to Prospectus dated March 6, 2024) 21,500,000 shares Crescent Energy Company Class A Common Stock We are offering 21,500,000 shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”). Unless otherwise stated or the context otherwise indicates, all references to “we,” “us,” “our,” “Cre

Calculation of Filing Fee Table Form 424(b)(3) (Form Type) Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table Form 424(b)(3) (Form Type) Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Class A Common Stock, par value $0.

Crescent Energy Announces Offering of $300 Million Private Placement of Additional 7.625% Senior Notes Due 2032

Exhibit 99.1 Crescent Energy Announces Offering of $300 Million Private Placement of Additional 7.625% Senior Notes Due 2032 December 4, 2024 HOUSTON-(BUSINESS WIRE)-Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that, subject to market conditions, its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) intends to offer for sale in a private placement pursuant to R

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of report (Date of earliest event reported): December 4, 2024 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of incorporation) (Commissio

Crescent Energy Announces Accretive Central Eagle Ford Bolt-On

Exhibit 99.2 Crescent Energy Announces Accretive Central Eagle Ford Bolt-On HOUSTON - December 3, 2024 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”) today announced the signing of a definitive agreement to acquire Eagle Ford assets from Ridgemar Energy for upfront consideration of $905 million plus future oil price contingent consideration, subject to customary purchase pric

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 3, 2024 Crescent Energy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 3, 2024 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commissio

Membership Interest Purchase Agreement, dated December 3, 2024, by and between Crescent Energy Finance LLC, Crescent Energy Company, Ridgemar Energy Operating, LLC and Ridgemar (Eagle Ford) LLC. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2024).

Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among RIDGEMAR ENERGY OPERATING, LLC, as Seller, RIDGEMAR (EAGLE FORD) LLC, as Company, CRESCENT ENERGY FINANCE, LLC, as Buyer, and CRESCENT ENERGY COMPANY, as Parent Dated as of December 3, 2024 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 35 ARTICLE 2 PURCHASE AND SALE TRANSACTION 36 Se

SUBJECT TO COMPLETION DATED DECEMBER 3, 2024

Filed Pursuant to Rule 424(b)(3) Registration No. 333-277702 This preliminary prospectus supplement relates to an effective registration statement filed with the Securities and Exchange Commission, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securities described herein, and are not soliciting an offer t

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS On July 30, 2024, Crescent Energy Company, a Delaware corporation (“Crescent”), consummated the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated May 15, 2024, between Crescent, SilverBow Resources, Inc., a Delaware corporation (“SilverBow”), Artemis Acquisition Holdings Inc., a Delaw

Crescent Energy Company Announces Public Offering of Class A Common Stock

Exhibit 99.1 Crescent Energy Company Announces Public Offering of Class A Common Stock December 3, 2024 HOUSTON -(BUSINESS WIRE)- Crescent Energy Company (“Crescent” or the “Company”) (NYSE: CRGY) today announced the commencement of an underwritten public offering of 18,000,000 shares of its Class A common stock, par value $0.0001 per share (“Class A common stock”), pursuant to an effective shelf

DEGOLYER AND MACNAUGHTON 5001 SPRING VALLEY ROAD SUITE 800 EAST DALLAS, TEXAS 75244 DEGOLYER AND MACNAUGHTON 5001 SPRING VALLEY ROAD SUITE 800 EAST DALLAS, TEXAS 75244 November 26, 2024

Exhibit 99.4 DEGOLYER AND MACNAUGHTON 5001 SPRING VALLEY ROAD SUITE 800 EAST DALLAS, TEXAS 75244 DEGOLYER AND MACNAUGHTON 5001 SPRING VALLEY ROAD SUITE 800 EAST DALLAS, TEXAS 75244 November 26, 2024 Crescent Energy Company 600 Travis Street Suite 7200 Houston, Texas 77002 Ladies and Gentlemen: Pursuant to your request, this report of third party presents an independent evaluation, as of December 3

econd Amendment to Management Agreement.

Exhibit 10.1 SECOND AMENDMENT TO MANAGEMENT AGREEMENT This Second Amendment (the “Amendment”) to the Management Agreement, dated as of December 7, 2021 (as amended, the “Management Agreement”), by and between Crescent Energy Company (the “Company”) and KKR Energy Assets Manager LLC (the “Manager”, and together with the Company, the “Parties”), is entered into by and between the Company and the Man

CRGY / Crescent Energy Company / TEACHER RETIREMENT SYSTEM OF TEXAS Passive Investment

SC 13G/A 1 13GA2CRGYQ32024.htm §240.13d-102 Schedule 13G §240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to §240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d-2. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2) Crescent Energy Company (Name o

CRGY / Crescent Energy Company / AMERICAN CENTURY INVESTMENT MANAGEMENT INC - SC 13G Passive Investment

SC 13G 1 crescentenergyco13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * CRESCENT ENERGY COMPANY (Name of Issuer) CLASS A COMMON STOCK (Title of Class of Securities) 44952J104 (CUSIP Number) SEPTEMBER 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate

Calculation of Filing Fee Tables.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 Registration Statement Under The Securities Act Of 1933 (Form Type) CRESCENT ENERGY COMPANY (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (3) Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Pr

As filed with the Securities and Exchange Commission on November 5, 2024

As filed with the Securities and Exchange Commission on November 5, 2024 Registration No.

Crescent Energy Reports Third Quarter 2024 Financial and Operating Results, Raises Outlook for Third Consecutive Quarter

Exhibit 99.1 Crescent Energy Reports Third Quarter 2024 Financial and Operating Results, Raises Outlook for Third Consecutive Quarter Houston, November 4, 2024 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company") today announced financial and operating results for the third quarter of 2024. A supplemental slide deck can be found at www.crescentenergyco.com. The Company plans to hos

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 4, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissio

First Supplemental Indenture, dated as of September 3, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 9, 2024).

Execution Version FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 3, 2024, among Artemis Merger Sub II LLC, a Delaware limited liability company, SilverBow Resources Operating, LLC, a Texas limited liability company, and SilverBow AgentCo Inc.

Second Amendment to the Crescent Energy Company 2021 Equity Incentive Plan.

SECOND AMENDMENT TO THE CRESCENT ENERGY COMPANY 2021 EQUITY INCENTIVE PLAN THIS SECOND AMENDMENT (the “Second Amendment”) to the Crescent Energy Company 2021 Equity Incentive Plan (the “Plan”), has been adopted by the board of directors (the “Board”) of Crescent Energy Company, a Delaware corporation (the “Company”).

Fourth Supplemental Indenture, dated as of September 3, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.14 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2024).

Execution Version FOURTH SUPPLEMENTAL INDENTURE Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of September 3, 2024, among Artemis Merger Sub II LLC, a Delaware limited liability company, SilverBow Resources Operating, LLC, a Texas limited liability company, and SilverBow AgentCo Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41132 Cresce

Fourth Amendment to Purchase and Sales Agreement, dated as of September 12, 2024, by and among Mesquite Comanche Holdings, LLC, SN EF Maverick, LLC and Javelin EF L.P. (incorporated by reference to Exhibit 2.5 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2024).

Exhibit 2.5 FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT This Fourth Amendment to Purchase and Sale Agreement (this “Amendment”), is dated September 12, 2024, by and between MESQUITE COMANCHE HOLDINGS, LLC, a Delaware limited liability company (“Comanche Holdings”), and SN EF MAVERICK, LLC, a Delaware limited liability company (“SN EF Maverick”, and collectively with Comanche Holdings, “Seller”

First Supplemental Indenture, dated as of September 3, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.16 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2024).

Execution Version FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 3, 2024, among Artemis Merger Sub II LLC, a Delaware limited liability company, SilverBow Resources Operating, LLC, a Texas limited liability company, and SilverBow AgentCo Inc.

* * * * *

October 23, 2024 Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 22, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissio

XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

Oklahoma Project [Member] UNITED STATES Utah Project [Member] U. S. Federal Government [Member] New Mexico Project [Member] Montana Project [Member] Wyoming Project [Member] Texas Project [Member] Oil And Natural Gas [Member]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Commission file number 001-41132 Crescent Energy Company (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT Commission file number 001-41132 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 87-1133610 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 600 Travis Street, Suite 7200 Houston, Texas 77002 (Add

ayment Report as required by Item 2.01 of this From.

Exhibit 99.1 Resource Extraction Payment Report This exhibit to Form SD presents payments made by Crescent Energy Company (“Crescent,” “we” or “our”) to the U.S. federal government and foreign governments for the purpose of the commercial development of oil and natural gas during the year ended December 31, 2023. The information within this report has been prepared and is presented in accordance w

XBRL INSTANCE DOCUMENT

iso4217:USD 0001866175 crgy:UtahProjectMember 2023-01-01 2023-12-31 0001866175 crgy:WyomingProjectMember 2023-01-01 2023-12-31 0001866175 crgy:TexasProjectMember 2023-01-01 2023-12-31 0001866175 crgy:NewMexicoProjectMember 2023-01-01 2023-12-31 0001866175 crgy:OklahomaProjectMember 2023-01-01 2023-12-31 0001866175 crgy:MontanaProjectMember 2023-01-01 2023-12-31 0001866175 2023-01-01 2023-12-31 0001866175 1 2023-01-01 2023-12-31 0001866175 2 2023-01-01 2023-12-31 0001866175 3 2023-01-01 2023-12-31 0001866175 4 2023-01-01 2023-12-31 0001866175 5 2023-01-01 2023-12-31 0001866175 6 2023-01-01 2023-12-31 0001866175 7 2023-01-01 2023-12-31 0001866175 crgy:U.

* * * * *

September 20, 2024 Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Crescent Energy Announces Pricing of $250 Million Private Placement of Additional 7.375% Senior Notes Due 2033

Exhibit 99.1 Crescent Energy Announces Pricing of $250 Million Private Placement of Additional 7.375% Senior Notes Due 2033 September 4, 2023 HOUSTON—(BUSINESS WIRE)—Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) has priced its previously announced private placement pursuant to Rule 144A and Regulation S

First Supplemental Indenture, dated as of September 3, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 9, 2024).

Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE First Supplemental Indenture (this “Supplemental Indenture”), dated as of September 3, 2024, among Artemis Merger Sub II LLC, a Delaware limited liability company, SilverBow Resources Operating, LLC, a Texas limited liability company, and SilverBow AgentCo Inc., a Delaware corporation (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Su

Second Supplemental Indenture, dated as of September 9, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 9, 2024).

Exhibit 4.3 SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of September 9, 2024, by and among Crescent Energy Finance LLC, a Delaware limited liability company (the “Issuer”), the Guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, each

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 4, 2024 CRESCENT ENERGY COMPANY (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commissi

Crescent Energy Announces Complementary Central Eagle Ford Bolt-On

Exhibit 99.2 Crescent Energy Announces Complementary Central Eagle Ford Bolt-On HOUSTON - September 4, 2024 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”) today announced the signing of a definitive agreement to acquire assets from a private Eagle Ford operator for total cash consideration of $168 million, subject to customary purchase price adjustments. The acquisition is di

Crescent Energy Announces Offering of $250 Million Private Placement of Additional 7.375% Senior Notes Due 2033

Exhibit 99.1 Crescent Energy Announces Offering of $250 Million Private Placement of Additional 7.375% Senior Notes Due 2033 September 4, 2024 HOUSTON-(BUSINESS WIRE)-Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that, subject to market conditions, its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) intends to offer for sale in a private placement pursuant to

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of report (Date of earliest event reported): September 4, 2024 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of incorporation) (Commissi

PART I. FINANCIAL INFORMATION

Exhibit 99.3 Table of Contents PART I. FINANCIAL INFORMATION Condensed Consolidated Balance Sheets (Unaudited) SilverBow Resources, Inc. and Subsidiary (in thousands, except share amounts) June 30, 2024 December 31, 2023 ASSETS Current Assets: Cash and cash equivalents $ 1,865 $ 969 Accounts receivable, net 134,571 138,343 Fair value of commodity derivatives 66,077 116,549 Other current assets 7,0

February 1, 2024

Exhibit 99.1 H.J. GRUY AND ASSOCIATES, INC. 6575 West Loop South, Suite 670, Bellaire, Texas 77401 • Phone (713) 739-1000 February 1, 2024 SilverBow Resources 920 Memorial City Way, Suite 850 Houston, Texas 77024 Re: Year-End 2023 S.E.C. Guideline Reserves Independent Estimation Ladies and Gentlemen: At your request, we have independently prepared an estimate of the oil, natural gas, and natural g

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On July 30, 2024, Crescent Energy Company, a Delaware corporation (“Crescent”), consummated the merger contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated May 15, 2024, between Crescent, SilverBow Resources, Inc., a Delaware corporation (“SilverBow”), Artemis Acquisition Holdings Inc., a Delaware

See accompanying Notes to Consolidated Financial Statements.

Exhibit 99.2 Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors SilverBow Resources, Inc. Houston, Texas Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of SilverBow Resources, Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 13, 2024 ( July 29, 2024) Crescent Energy Company (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorpo

CRGY / Crescent Energy Company / PT Independence Energy Holdings LLC - SCHEDULE 13D/A, #3 Activist Investment

SC 13D/A 1 p13da3.htm SCHEDULE 13D/A, #3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Crescent Energy Company (Name of Issuer) Class A Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 44952J 104 (CUSIP Number) Brandi Kendall Vice President PT Independence Energy Holding

CRGY / Crescent Energy Company / Independence Energy Aggregator L.P. - SC 13D/A Activist Investment

SC 13D/A 1 ef20033662sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Crescent Energy Company (Name of Issuer) Class A Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 44952J 104 (CUSIP Number) Brandi Kendall Vice President Independence Energy Aggregator L

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 5, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission

Crescent Energy Reports Second Quarter 2024 Financial and Operating Results, Updates 2H'24 Guidance Pro Forma for SilverBow Acquisition

Exhibit 99.1 Crescent Energy Reports Second Quarter 2024 Financial and Operating Results, Updates 2H'24 Guidance Pro Forma for SilverBow Acquisition Houston, August 5, 2024 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company") today announced financial and operating results for the second quarter of 2024. A supplemental slide deck can be found at www.crescentenergyco.com. The Compan

Third Amendment to Purchase and Sale Agreement, dated as of June 11, 2024, by and among Mesquite Comanche Holdings, LLC, SN EF Maverick, LLC and Javelin EF L.P. (incorporated by reference to Exhibit 2.4 to the Company's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 5, 2024).

Execution Version THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT This Third Amendment to Purchase and Sale Agreement (this “Amendment”), is dated June 11, 2024, by and between MESQUITE COMANCHE HOLDINGS, LLC, a Delaware limited liability company (“Comanche Holdings”), and SN EF MAVERICK, LLC, a Delaware limited liability company (“SN EF Maverick”, and collectively with Comanche Holdings, “Seller”), on the one part, and JAVELIN EF L.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41132 Crescent En

Indemnification Agreement (Michael Duginski) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 2, 2024).

Exhibit 10.3 INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of July 30, 2024 and effective as of the Effective Time (as defined herein) (this “Agreement”) and is by and between Michael Duginski (the “Indemnitee”) and Crescent Energy Company, a Delaware corporation (the “Corporation”), as of the Effective Time. Terms used but not defined herein shall have the meanings assigned

Indemnification Agreement (Marcus C. Rowland) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 2, 2024).

Exhibit 10.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement is dated as of July 30, 2024 and effective as of the Effective Time (as defined herein) (this “Agreement”) and is by and between Marcus C. Rowland (the “Indemnitee”) and Crescent Energy Company, a Delaware corporation (the “Corporation”), as of the Effective Time. Terms used but not defined herein shall have the meanings assigne

Tenth Amendment to Credit Agreement, dated July 30, 2024, by and among Crescent Energy Finance LLC, certain subsidiaries of Crescent Energy Finance LLC, as guarantors, Wells Fargo Bank, National Association, as administrative agent, collateral agent and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with Securities and Exchange Commission on August 2, 2024).

Exhibit 10.1 Execution Version TENTH AMENDMENT TO CREDIT AGREEMENT This TENTH AMENDMENT TO CREDIT AGREEMENT (this “Tenth Amendment”) dated as of July 30, 2024, is among CRESCENT ENERGY FINANCE LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); WELLS FARGO BANK, NATI

Crescent Energy Closes Transformative Acquisition of SilverBow Resources Company to report second quarter financial and operating results August 5th

Exhibit 99.2 Crescent Energy Closes Transformative Acquisition of SilverBow Resources Company to report second quarter financial and operating results August 5th Houston – July 30, 2024 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”), today announced the closing of its acquisition of SilverBow Resources, Inc. (“SilverBow”). The transaction was closed ahead of schedule, and Cre

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 29, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission F

Crescent Stockholders Overwhelmingly Approve Merger with SilverBow Resources

Exhibit 99.1 Crescent Stockholders Overwhelmingly Approve Merger with SilverBow Resources HOUSTON – July 29, 2024 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”), today announced it received overwhelming stockholder approval for the issuance of Crescent Class A common stock in connection with its proposed merger (the “Merger”) with SilverBow Resources Inc. (NYSE: SBOW) (“Silve

Crescent Stockholders Overwhelmingly Approve Merger with SilverBow Resources

Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SilverBow Resources, Inc.

CRESCENT ENERGY AND SILVERBOW RESOURCES ANNOUNCE PRELIMINARY RESULTS FOR ELECTION OF FORM OF MERGER CONSIDERATION

Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SilverBow Resources, Inc.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 23, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission F

Leading Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Crescent Energy and SilverBow Resources Shareholders Vote “FOR” Proposed Merger

Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SilverBow Resources, Inc.

CRESCENT ENERGY AND SILVERBOW RESOURCES ANNOUNCE ELECTION DEADLINE FOR SILVERBOW RESOURCES STOCKHOLDERS TO ELECT FORM OF MERGER CONSIDERATION

Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SilverBow Resources, Inc.

Crescent Energy and SilverBow Resources Announce Expiration of Hart-Scott-Rodino Act Waiting Period

Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: SilverBow Resources, Inc.

JOINT LETTER TO STOCKHOLDERS OF CRESCENT ENERGY COMPANY AND SILVERBOW RESOURCES, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-280162 JOINT LETTER TO STOCKHOLDERS OF CRESCENT ENERGY COMPANY AND SILVERBOW RESOURCES, INC. Dear Stockholders: Crescent Energy Company (“Crescent”) and SilverBow Resources, Inc. (“SilverBow”) have entered into an agreement and plan of merger (which we refer to in this letter as the “merger agreement”), pursuant to which Crescent has agreed to

Crescent Energy Company 600 Travis Street, Suite 7200 Houston, Texas 77002

Crescent Energy Company 600 Travis Street, Suite 7200 Houston, Texas 77002 June 25, 2024 Via EDGAR U.

Consent of H.J. Gruy and Associates, Inc.

Exhibit 23.8 H.J. GRUY AND ASSOCIATES, INC. 6575 West Loop South, Suite 670, Bellaire, Texas 77401 l Phone (713) 739-1000 CONSENT OF H.J. GRUY AND ASSOCIATES, INC. We hereby consent to the use of the name H.J. Gruy and Associates, Inc. and the incorporation by reference in this Registration Statement on Form S-4 of Crescent Energy Company to be filed on or about June 21, 2024 and the accompanying

Form of Proxy Card of SilverBow Resources, Inc.

Exhibit 99.2 SCAN TO VIEW MATERIALS & VOTE w SILVERBOW RESOURCES, INC. 920 MEMORIAL CITY WAY SUITE 850 HOUSTON, TX 77024 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 10:59 p.m. Central Time on July 28, 2024. Have your proxy card in hand when you ac

Consent of BofA Securities, Inc.

Exhibit 99.5 Consent of BofA Securities, Inc. June 21, 2024 The Board of Directors SilverBow Resources, Inc. 920 Memorial City Way, Suite 850 Houston, Texas 77024 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated May 15, 2024, to the Board of Directors of SilverBow Resources, Inc. (“SilverBow”) as Annex F to, and to the references to such opinion letter under th

Consent of Evercore Group L.L.C.

Exhibit 99.6 Consent of Evercore Group L.L.C. June 21, 2024 The Board of Directors of SilverBow Resources, Inc. 920 Memorial City Way, Suite 850 Houston, Texas 77024 Members of the Board of Directors: We hereby consent to the inclusion of our opinion letter, dated May 15, 2024, to the Board of Directors of SilverBow Resources, Inc. (“SilverBow”), as Annex G to, and reference thereto under the capt

As filed with the Securities and Exchange Commission on June 21, 2024

As filed with the Securities and Exchange Commission on June 21, 2024 Registration No.

Consent of Jefferies LLC.

Exhibit 99.3 CONSENT OF JEFFERIES LLC June 21, 2024 The Board of Directors Crescent Energy Company 600 Travis, Suite 7200 Houston, Texas 77002 Ladies and Gentlemen: Reference is made to our opinion letter, dated May 15, 2024 (“Opinion Letter”), with respect to the fairness from a financial point of view to Crescent Energy Company of the Merger Consideration (as defined in the Opinion Letter) to be

Consent of Intrepid Partners, LLC .

Exhibit 99.4 CONSENT OF INTREPID PARTNERS, LLC The Special Committee of the Board of Directors of Crescent Energy Company 600 Travis Street, Suite 7200 Houston, Texas 77002 Dear Members of the Committee: We hereby consent to the inclusion of our opinion letter, dated May 15, 2024, to the Special Committee of the Board of Directors of Crescent Energy Company, as Annex E to, and the reference to suc

Form of Proxy Card of Crescent Energy Company.

Exhibit 99.1 SCAN TO VIEW MATERIALS & VOTE w CRESCENT ENERGY COMPANY 600 TRAVIS STREET, SUITE 7200 HOUSTON, TX 77002 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your pro

Consent of Ryder Scott Company, LP.

Exhibit 23.7 TBPELS REGISTERED ENGINEERING FIRM F-1580 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 Consent of Independent Petroleum Engineers As independent petroleum engineers, we hereby consent to the incorporation by reference of our firm’s report letter dated January 30, 2024, respectively, prepared for the Company as of December 31, 2023, into this Registratio

Ninth Amendment to Credit Agreement, dated June 14, 2024, by and among Crescent Energy Finance LLC, certain subsidiaries of Crescent Energy Finance LLC, as guarantors, Wells Fargo Bank, National Association, as administrative agent, collateral agent and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto.

Exhibit 10.1 NINTH AMENDMENT TO CREDIT AGREEMENT This Ninth Amendment to Credit Agreement (this “Ninth Amendment”) dated as of June 14, 2024, is among Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); Wells Fargo Bank, National Association,

Crescent Energy Announces Pricing of $750 Million Private Placement of 7.375% Senior Notes Due 2033

Exhibit 99.1 Crescent Energy Announces Pricing of $750 Million Private Placement of 7.375% Senior Notes Due 2033 HOUSTON, TX – (June 13, 2024) – Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) has priced its previously announced offer pursuant to Rule 144A and Regulation S under the Securities Act of 1933,

Crescent Energy Announces Pricing of $750 Million Private Placement of 7.375% Senior Notes Due 2033

Exhibit 99.1 Crescent Energy Announces Pricing of $750 Million Private Placement of 7.375% Senior Notes Due 2033 HOUSTON, TX – (June 13, 2024) – Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) has priced its previously announced offer pursuant to Rule 144A and Regulation S under the Securities Act of 1933,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 13, 2024 CRESCENT ENERGY COMPANY (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission F

Indenture, dated as of June 14, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee.

Exhibit 4.1 INDENTURE Dated as of June 14, 2024 Among Crescent Energy Finance LLC, as Company And U.S. Bank Trust Company, National Association, as Trustee 7.375% SENIOR NOTES DUE 2033 CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 66 SECTION 1.03. [Reserved] 67 SECTION 1.04. Rules of Construction 67 SECTION 1.05. Ac

Indenture, dated as of June 14, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee.

Exhibit 4.1 INDENTURE Dated as of June 14, 2024 Among Crescent Energy Finance LLC, as Company And U.S. Bank Trust Company, National Association, as Trustee 7.375% SENIOR NOTES DUE 2033 CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 66 SECTION 1.03. [Reserved] 67 SECTION 1.04. Rules of Construction 67 SECTION 1.05. Ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 13, 2024 CRESCENT ENERGY COM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 13, 2024 CRESCENT ENERGY COMPANY (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission F

Ninth Amendment to Credit Agreement, dated June 14, 2024, by and among Crescent Energy Finance LLC, certain subsidiaries of Crescent Energy Finance LLC, as guarantors, Wells Fargo Bank, National Association, as administrative agent, collateral agent and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto.

Exhibit 10.1 NINTH AMENDMENT TO CREDIT AGREEMENT This Ninth Amendment to Credit Agreement (this “Ninth Amendment”) dated as of June 14, 2024, is among Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); Wells Fargo Bank, National Association,

Form of Proxy Card of SilverBow Resources, Inc.

Exhibit 99.2 SCAN TO VIEW MATERIALS & VOTE w SILVERBOW RESOURCES, INC. 920 MEMORIAL CITY WAY SUITE 850 HOUSTON, TX 77024 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 10:59 p.m. Central Time on [TBD], 2024. Have your proxy card in hand when you acce

Consent of Jefferies LLC.

Exhibit 99.3 CONSENT OF JEFFERIES LLC June 13, 2024 The Board of Directors Crescent Energy Company 600 Travis, Suite 7200 Houston, Texas 77002 Ladies and Gentlemen: Reference is made to our opinion letter, dated May 15, 2024 (“Opinion Letter”), with respect to the fairness from a financial point of view to Crescent Energy Company of the Merger Consideration (as defined in the Opinion Letter) to be

Crescent Energy Announces Offering of $750 Million Private Placement of Senior Notes Due 2033

Exhibit 99.1 Crescent Energy Announces Offering of $750 Million Private Placement of Senior Notes Due 2033 HOUSTON, TX – (June 13, 2024) – Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that, subject to market conditions, its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) intends to offer for sale pursuant to Rule 144A and Regulation S under the Securities Act

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 13, 2024 Crescent Energy Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 13, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission F

Crescent Energy Announces Offering of $750 Million Private Placement of Senior Notes Due 2033

Exhibit 99.1 Crescent Energy Announces Offering of $750 Million Private Placement of Senior Notes Due 2033 HOUSTON, TX – (June 13, 2024) – Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that, subject to market conditions, its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) intends to offer for sale pursuant to Rule 144A and Regulation S under the Securities Act

Consent of Intrepid Partners, LLC .

Exhibit 99.4 CONSENT OF INTREPID PARTNERS, LLC The Special Committee of the Board of Directors of Crescent Energy Company 600 Travis Street, Suite 7200 Houston, Texas 77002 Dear Members of the Committee: We hereby consent to the inclusion of our opinion letter, dated May 15, 2024, to the Special Committee of the Board of Directors of Crescent Energy Company, as Annex E to, and the reference to suc

Form of Proxy Card of Crescent Energy Company.

Exhibit 99.1 SCAN TO VIEW MATERIALS & VOTE w CRESCENT ENERGY COMPANY [TBD] VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web si

Filing Fees Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Class A Common Stock, par value $0.

Consent of H.J. Gruy and Associates, Inc.

Exhibit 23.8 H.J. GRUY AND ASSOCIATES, INC. 6575 West Loop South, Suite 670, Bellaire, Texas 77401 l Phone (713) 739-1000 CONSENT OF H.J. GRUY AND ASSOCIATES, INC. We hereby consent to the use of the name H.J. Gruy and Associates, Inc. and the incorporation by reference in this Registration Statement on Form S-4 of Crescent Energy Company to be filed on or about June 7, 2024 and the accompanying j

Consent of Ryder Scott Company, LP.

Exhibit 23.7 TBPELS REGISTERED ENGINEERING FIRM F-1580 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 Consent of Independent Petroleum Engineers As independent petroleum engineers, we hereby consent to the incorporation by reference of our firm’s report letter dated January 30, 2024, respectively, prepared for the Company as of December 31, 2023, into this Registratio

Consent of BofA Securities, Inc.

Exhibit 99.5 Consent of BofA Securities, Inc. June 13, 2024 The Board of Directors SilverBow Resources, Inc. 920 Memorial City Way, Suite 850 Houston, Texas 77024 Members of the Board: We hereby consent to the inclusion of our opinion letter, dated May 15, 2024, to the Board of Directors of SilverBow Resources, Inc. (“SilverBow”) as Annex F to, and to the references to such opinion letter under th

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 13, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission F

Consent of Evercore Group L.L.C.

Exhibit 99.6 Consent of Evercore Group L.L.C. June 13, 2024 The Board of Directors of SilverBow Resources, Inc. 920 Memorial City Way, Suite 850 Houston, Texas 77024 Members of the Board of Directors: We hereby consent to the inclusion of our opinion letter, dated May 15, 2024, to the Board of Directors of SilverBow Resources, Inc. (“SilverBow”), as Annex G to, and reference thereto under the capt

As filed with the Securities and Exchange Commission on June 13, 2024

As filed with the Securities and Exchange Commission on June 13, 2024 Registration No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 24, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission Fi

Eighth Amendment to Credit Agreement, dated May 24, 2024, by and among Crescent Energy Finance LLC, certain subsidiaries of Crescent Energy Finance LLC, as guarantors, Wells Fargo Bank, National Association, as administrative agent, collateral agent and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto.

Execution Version Eighth Amendment to Credit Agreement This Eighth Amendment to Credit Agreement (this “Eighth Amendment”) dated as of May 24, 2024, is among Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), Collateral Agent and a Letter of Credit Issuer; and the Lenders signatory hereto.

Crescent Energy Receives Favorable Responses from All Three Rating Agencies on Its Recently Announced Agreement to Acquire SilverBow Resources

Exhibit 99.1 Crescent Energy Receives Favorable Responses from All Three Rating Agencies on Its Recently Announced Agreement to Acquire SilverBow Resources HOUSTON, May 22, 2024 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”) today announced that S&P Global Ratings (“S&P”) and Fitch Ratings, Inc. (“Fitch”) have taken positive ratings actions on Crescent, pending the closing of

Crescent Energy Receives Favorable Responses from All Three Rating Agencies on Its Recently Announced Agreement to Acquire SilverBow Resources

Exhibit 99.1 Crescent Energy Receives Favorable Responses from All Three Rating Agencies on Its Recently Announced Agreement to Acquire SilverBow Resources HOUSTON, May 22, 2024 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”) today announced that S&P Global Ratings (“S&P”) and Fitch Ratings, Inc. (“Fitch”) have taken positive ratings actions on Crescent, pending the closing of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 Crescent Energy Comp

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commissio

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2024 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission Fi

FIRST AMENDMENT MANAGEMENT AGREEMENT

EX-99.T 4 ef20029384ex99t.htm EXHIBIT T Exhibit T FIRST AMENDMENT TO MANAGEMENT AGREEMENT This First Amendment (the “Amendment”) to the Management Agreement, dated as of December 7, 2021 (the “Management Agreement”), by and between Crescent Energy Company (the “Company”) and KKR Energy Assets Manager LLC (the “Manager”, and together with the Company, the “Parties”), is entered into by and between

CRGY / Crescent Energy Company / PT Independence Energy Holdings LLC - SC 13D/A Activist Investment

SC 13D/A 1 d841584dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Crescent Energy Company (Name of Issuer) Class A Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 44952J 104 (CUSIP Number) Brandi Kendall Vice President PT Independence Energy Holdings

VOTING AND SUPPORT AGREEMENT

EX-99.S 3 ef20029384ex99s.htm EXHIBIT S Exhibit S VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of May 15, 2024, by and between KKR Upstream Associates LLC (the “Holder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Parent”), and SilverBow Resources, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS,

CRGY / Crescent Energy Company / Independence Energy Aggregator L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Crescent Energy Company (Name of Issuer) Class A Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 44952J 104 (CUSIP Number) Brandi Kendall Vice President Independence Energy Aggregator L.P. 600 Travis Street, Suite 7200 Houston

VOTING AND SUPPORT AGREEMENT

EX-99.F 2 d841584dex99f.htm EX-99.F Exhibit F Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of May 15, 2024, by and between PT Independence Energy Holdings LLC (the “Holder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Parent”), and SilverBow Resources, Inc., a Delaware corporation (the “Company”). W I T N

VOTING AND SUPPORT AGREEMENT

EX-99.1 2 d842435dex991.htm EX-99.1 Exhibit 1 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of May 15, 2024, by and between John C. Goff, Goff MCF Partners, LP, Goff Family Investments, LP, The John C. Goff 2010 Family Trust, JCG 2016 Holdings, LP, Goff MCEP Holdings, LLC, Goff MCEP II, LP, Goff Focused Energy Strategies, LP, Goff F

CRGY / Crescent Energy Company / GOFF JOHN C - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Crescent Energy Company (Name of Issuer) Class A Common Stock, par value $0.0001 par value (Title of Class of Securities) 44952J104 (CUSIP Number) Jennifer Terrell Chief Financial Officer Goff Capital, Inc. 500 Commerce Street, Ste 700 Fort Wo

VOTING AND SUPPORT AGREEMENT

EX-99.R 2 ef20029384ex99r.htm EXHIBIT R Exhibit R VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of May 15, 2024, by and between Independence Energy Aggregator L.P. (the “Holder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Parent”), and SilverBow Resources, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H:

Agreement and Plan of Merger, dated May 15, 2024, by and among Crescent Energy Company, Artemis Acquisition Holdings Inc., Artemis Merger Sub Inc., Artemis Merger Sub II LLC and SilverBow Resources, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with Securities and Exchange Commission on May 16, 2024).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG CRESCENT ENERGY COMPANY, ARTEMIS ACQUISITION HOLDINGS INC. ARTEMIS MERGER SUB INC., ARTEMIS MERGER SUB II LLC, AND SILVERBOW RESOURCES, INC. May 15, 2024 TABLE OF CONTENTS Page ARTICLE I THE MERGERS Section 1.1 The Mergers 2 Section 1.2 Effect of the Mergers 3 Section 1.3 Closing 3 Section 1.4 Organizational Documents of the Initial Surviving C

MANAGEMENT DISCUSSION SECTION

Exhibit 99.1 2024-05-16 14:02:19 Reorg Silverbow Resources, Inc. CORRECTED TRANSCRIPT: SilverBow Resources, Inc.(SBOW-US), Acquisition of SilverBow Resources, Inc. by Crescent Energy Co. Call, 16-May-2024 8:30 AM ET Thu 05/16/2024 04:22 PM EDT Event Title: Acquisition of SilverBow Resources, Inc. by Crescent Energy Co. Call Acquisition of SilverBow Resources, Inc. by Crescent Energy Co. Call CORRE

Disclaimer The information in this presentation relates to Crescent Energy Company (the “Company”) and contains information that includes or is based upon “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, a

Exhibit 99.2 Crescent Energy to Acquire SilverBow Resources Creating a Leading Growth Through Acquisition Company with Premier Eagle Ford Position May 2024 Disclaimer The information in this presentation relates to Crescent Energy Company (the “Company”) and contains information that includes or is based upon “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1

First Amendment to Management Agreement, dated May 15, 2024, by and between Crescent Energy Company and KKR Energy Assets Manager LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with Securities and Exchange Commission on May 16, 2024).

Exhibit 10.1 Execution Version FIRST AMENDMENT TO MANAGEMENT AGREEMENT This First Amendment (the “Amendment”) to the Management Agreement, dated as of December 7, 2021 (the “Management Agreement”), by and between Crescent Energy Company (the “Company”) and KKR Energy Assets Manager LLC (the “Manager”, and together with the Company, the “Parties”), is entered into by and between the Company and the

Crescent Energy to Acquire SilverBow Resources for $2.1 Billion, Creating a Leading Growth Through Acquisition Company with a Premier Eagle Ford Position Combined company to be the second largest operator in the Eagle Ford Creates leading mid-cap E&P

Exhibit 99.1 Crescent Energy to Acquire SilverBow Resources for $2.1 Billion, Creating a Leading Growth Through Acquisition Company with a Premier Eagle Ford Position Combined company to be the second largest operator in the Eagle Ford Creates leading mid-cap E&P with scaled, balanced portfolio of high-quality assets Substantial free cash flow generation with disciplined capital allocation framewo

MANAGEMENT DISCUSSION SECTION

Exhibit 99.1 2024-05-16 14:02:19 Reorg Silverbow Resources, Inc. CORRECTED TRANSCRIPT: SilverBow Resources, Inc.(SBOW-US), Acquisition of SilverBow Resources, Inc. by Crescent Energy Co. Call, 16-May-2024 8:30 AM ET Thu 05/16/2024 04:22 PM EDT Event Title: Acquisition of SilverBow Resources, Inc. by Crescent Energy Co. Call Acquisition of SilverBow Resources, Inc. by Crescent Energy Co. Call CORRE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 Crescent Energy Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission Fi

Form of Voting and Support Agreement.

Exhibit 10.2 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of May 15, 2024, by and between [] (the “Holder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Parent”), and SilverBow Resources, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, Parent, the Company, Artemis Acquisition Holdings Inc., a Del

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 Crescent Energy Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission Fi

Regulation FD Disclosure, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission Fi

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission Fi

Crescent Energy Reports First Quarter 2024 Results

Exhibit 99.1 Crescent Energy Reports First Quarter 2024 Results Houston, May 6, 2024 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company"), today announced financial and operating results for the first quarter of 2024. A supplemental slide deck can be found at www.crescentenergyco.com. The Company plans to host a conference call and webcast at 10 a.m. CT on Tuesday, May 7, 2024. Det

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 6, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41132 Crescent E

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 23, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 10, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission

Seventh Amendment to Credit Agreement, dated April 10, 2024, by and among Crescent Energy Finance LLC, certain subsidiaries of Crescent Energy Finance LLC, as guarantors, Wells Fargo Bank, National Association, as administrative agent, collateral agent and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 12, 2024).

Execution Version Seventh Amendment to Credit Agreement This Seventh Amendment to Credit Agreement (this “Seventh Amendment”) dated as of April 10, 2024, is among Crescent Energy Finance LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), Collateral Agent and a Letter of Credit Issuer; and the Lenders signatory hereto.

CRGY / Crescent Energy Company / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Crescent Energy Company Class A Title of Class of Securities: Common Stock CUSIP Number: 44952J104 Date of Event Which Requires Filing of this Statement: March 28, 2024 Check the appropriate box to designate the rule pursuant to which this Schedule is

CRGY / Crescent Energy Company / Independence Energy Aggregator L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Crescent Energy Company (Name of Issuer) Class A Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 44952J 104 (CUSIP Number) Brandi Kendall Vice President Independence Energy Aggregator L.P. 600 Travis Street, Suite 7200 Houston

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 26, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in Its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission

Crescent Energy Announces Expiration and Results of Its Tender Offer for Its 7.250% Senior Notes Due 2026

Exhibit 99.1 Crescent Energy Announces Expiration and Results of Its Tender Offer for Its 7.250% Senior Notes Due 2026 March 26, 2024 08:15 AM Eastern Daylight Time HOUSTON-(BUSINESS WIRE)—Crescent Energy Finance LLC (“CE Finance”), a wholly owned subsidiary of Crescent Energy Company (NYSE: CRGY)(“Crescent”), announced today that the tender offer (the “Tender Offer”) commenced on March 19, 2024 t

Indenture, dated as of March 26, 2024, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 28, 2024).

Exhibit 4.1 INDENTURE Dated as of March 26, 2024 Among Crescent Energy Finance LLC, as Company And U.S. Bank Trust Company, National Association, as Trustee 7.625% SENIOR NOTES DUE 2032 CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01. Definitions 1 SECTION 1.02. Other Definitions 68 SECTION 1.03. [Reserved] 69 SECTION 1.04. Rules of Construction 69 SECTION 1.05. Act

Crescent Energy Announces Pricing of $700 Million Private Placement of 7.625% Senior Notes Due 2032

Exhibit 99.1 Crescent Energy Announces Pricing of $700 Million Private Placement of 7.625% Senior Notes Due 2032 March 19, 2024 04:30 PM Eastern Daylight Time HOUSTON – (BUSINESS WIRE) – Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) has priced its previously announced private placement pursuant to Rule 1

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 19, 2024 CRESCENT ENERGY COMPANY (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 19, 2024 CRESCENT ENERGY COMPANY (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission

Crescent Energy Announces Offering of $700 Million Private Placement of Senior Notes Due 2032

Exhibit 99.1 Crescent Energy Announces Offering of $700 Million Private Placement of Senior Notes Due 2032 March 19, 2024 07:41 AM Eastern Daylight Time HOUSTON-(BUSINESS WIRE)- Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that, subject to market conditions, its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) intends to offer for sale in a private placement p

Crescent Energy Announces Tender Offer for Its 7.250% Senior Notes due 2026

Exhibit 99.2 Crescent Energy Announces Tender Offer for Its 7.250% Senior Notes due 2026 March 19, 2024 07:43 AM Eastern Daylight Time HOUSTON—(BUSINESS WIRE)—Crescent Energy Finance LLC (“CE Finance”), a wholly owned subsidiary of Crescent Energy Company (“Crescent”) announced today that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding senior no

Crescent Energy Company Announces Secondary Public Offering of Common Stock and Intention to Repurchase OpCo Units

Exhibit 99.1 Crescent Energy Company Announces Secondary Public Offering of Common Stock and Intention to Repurchase OpCo Units Houston, Texas, March 6, 2024 – Crescent Energy Company (“Crescent” or the “Company”) (NYSE: CRGY) today announced the commencement of an underwritten public offering of 12,000,000 shares of its Class A common stock, par value $0.0001 per share (“common stock”). The commo

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 6, 2024 CRESCENT ENERGY COMPANY (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission F

Repurchase Agreement

EX-99.O 2 ef20023843ex99-o.htm EXHIBIT O Exhibit O Repurchase Agreement March 6, 2024 Ladies and Gentlemen: Introductory. Crescent Energy OpCo LLC, a Delaware limited liability company (the “Company”), proposes to repurchase (the “Repurchase”) from Independence Energy Aggregator L.P., a Delaware limited partnership (the “Holder”), units representing membership interests in the Company (“Units”), o

CRGY / Crescent Energy Company / Independence Energy Aggregator L.P. - SC 13D/A Activist Investment

SC 13D/A 1 ef20023843sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Crescent Energy Company (Name of Issuer) Class A Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 44952J 104 (CUSIP Number) Brandi Kendall Vice President Independence Energy Aggregator L

Crescent Energy Company Announces Pricing of Secondary Public Offering of Common Stock and Agreement to Repurchase OpCo Units

Exhibit 99.2 Crescent Energy Company Announces Pricing of Secondary Public Offering of Common Stock and Agreement to Repurchase OpCo Units Houston, Texas, March 6, 2024 – Crescent Energy Company (“Crescent” or the “Company”) (NYSE: CRGY) today announced the pricing of an underwritten public offering of 12,000,000 shares of its Class A common stock, par value $0.0001 per share (“common stock”), at

Underwriting Agreement, dated as of March 6, 2024, by and among Crescent Energy Company, Independence Energy Aggregator L.P. and the several underwriters named thereto.

Exhibit 1.1 Execution Version CRESCENT ENERGY COMPANY Class A Common Stock UNDERWRITING AGREEMENT March 6, 2024 WELLS FARGO SECURITIES, LLC EVERCORE GROUP L.L.C. As Representatives of the Several Underwriters, c/o Wells Fargo Securities, LLC 500 West 33rd Street, 14th Floor New York, New York 10001 c/o Evercore Group L.L.C. 55 East 52nd Street New York, New York 10055 Dear Sirs: 1. Introductory. I

12,000,000 Shares Crescent Energy Company Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-277702 PROSPECTUS SUPPLEMENT (to Prospectus dated March 6, 2024) 12,000,000 Shares Crescent Energy Company Class A Common Stock This prospectus supplement relates to the offer and sale by the selling stockholder of up to 12,000,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of Crescent Energy Company (

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS On July 3, 2023, Javelin EF L.P. (the “Purchaser”), a subsidiary of Crescent Energy Company ("Crescent" or the "Company"), consummated the acquisition contemplated by the Purchase and Sale Agreement (the “Western Eagle Ford Acquisition Agreement”), dated as of May 2, 2023, with Mesquite Comanche Holdings, LLC (“Comanche Ho

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 6, 2024 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commission F

SUBJECT TO COMPLETION DATED MARCH 6, 2024 PRELIMINARY PROSPECTUS SUPPLEMENT (to Prospectus dated March 6, 2024) 12,000,000 Shares Crescent Energy Company Class A Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-277702 This preliminary prospectus supplement relates to an effective registration statement filed with the U.S. Securities and Exchange Commission, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell the securities described herein, and are not soliciting an of

As filed with the Securities and Exchange Commission on March 6, 2024

As filed with the Securities and Exchange Commission on March 6, 2024 Registration Statement No.

Filing Fees Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Class A Common Stock, par value $0.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 4, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number 001-41132 C

Subsidiaries of Crescent Energy Company (incorporated by reference to Exhibit 21.1 to Crescent’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 4, 2024).

Exhibit 21.1 Crescent Energy Company Subsidiaries Jurisdiction 1. Bridge Energy Holdings LLC Delaware 2. Bridge Energy LLC Delaware 3. Bridge Energy Management LLC Delaware 4. CMP Legacy Co. LLC Delaware 5. CMP Venture Co. LLC Delaware 6. CMP Crescent Minerals I (Gray) LLC Delaware 7. Colt Admiral A Holding GP LLC Delaware 8. Colt Admiral A Holding L.P. Delaware 9. Contango AgentCo Onshore, Inc. D

Second Amendment to Purchase and Sale Agreement, dated as of December 18, 2023, by and among Mesquite Comanche Holdings, LLC, SN EF Maverick, LLC and Javelin EF L.P. (incorporated by reference to Exhibit 2.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 4, 2024).

Exhibit 2.5 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to Purchase and Sale Agreement (this “Amendment”), is dated December 18, 2023, by and between MESQUITE COMANCHE HOLDINGS, LLC, a Delaware limited liability company (“Comanche Holdings”), and SN EF MAVERICK, LLC, a Delaware limited liability company (“SN EF Maverick”, and collectively with Comanche Holdings, “Seller”)

Crescent Energy Reports Fourth Quarter and Full Year 2023 Results

Exhibit 99.1 Crescent Energy Reports Fourth Quarter and Full Year 2023 Results Houston, March 4, 2024 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company"), today announced financial and operating results for the fourth quarter and full year 2023, as well as its 2024 capital budget and production outlook. A supplemental slide deck can be found at www.crescentenergyco.com. The Compan

First Amendment to Purchase and Sale Agreement, dated as of July 3, 2023, by and among Mesquite Comanche Holdings, LLC, SN EF Maverick, LLC and Javelin EF L.P. (incorporated by reference to Exhibit 2.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission on March 4, 2024).

Exhibit 2.4 Execution Version FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT This First Amendment to Purchase and Sale Agreement (this “Amendment”), is dated July 3, 2023, by and between MESQUITE COMANCHE HOLDINGS, LLC, a Delaware limited liability company (“Comanche Holdings”), and SN EF MAVERICK, LLC, a Delaware limited liability company (“SN EF Maverick”, and collectively with Comanche Holdings

Crescent Energy Company Clawback Policy

Exhibit 97.1 Crescent Energy Company Clawback Policy (this “Policy”) Adopted by the Board of Directors (the “Board”) of Crescent Energy Company (the “Company”) on October 31, 2023. 1. Recoupment. If the Company is required to prepare a Restatement, the Compensation Committee of the Board (the “Committee”) shall, unless determined to be Impracticable, take reasonably prompt action to recoup all Rec

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 21, 2024 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissi

CRESCENT ENERGY COMPANY Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2023

CRESCENT ENERGY COMPANY Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2023 /s/ Stephen E.

CRGY / Crescent Energy Company / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0702-crescentenergycompany.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Crescent Energy Company Class A Title of Class of Securities: Common Stock CUSIP Number: 44952J104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriat

CRGY / Crescent Energy Company / TEACHER RETIREMENT SYSTEM OF TEXAS Passive Investment

SC 13G/A 1 13GCrescentA1Annual.htm §240.13d-102 Schedule 13G §240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to §240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d-2. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1) Crescent Energy Company (Na

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 13, 2023 Crescent Energy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 13, 2023 Crescent Energy Company (Exact Name of Registrant as Specified in Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commission F

Sixth Amendment to Credit Agreement, dated December 13, 2023, by and among Crescent Energy Finance LLC, certain subsidiaries of Crescent Energy Finance LLC, as guarantors, Wells Fargo Bank, National Association, as administrative agent, collateral agent and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto

Exhibit 10.1 Execution Version SIXTH AMENDMENT TO CREDIT AGREEMENT This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Sixth Amendment”) dated as of December 13, 2023, is among CRESCENT ENERGY FINANCE LLC (f/k/a Independence Energy Finance LLC), a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors (collectively with the Borrower, the “Obligors”); WELLS FARGO BANK,

Crescent Energy Announces Pricing of $150 Million Private Placement of Additional 9.250% Senior Notes Due 2028

Exhibit 99.1 Crescent Energy Announces Pricing of $150 Million Private Placement of Additional 9.250% Senior Notes Due 2028 December 05, 2023 04:15 PM Eastern Standard Time HOUSTON—(BUSINESS WIRE)—Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) has priced its previously announced private placement pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 5, 2023 Crescent Energy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 5, 2023 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of incorporation) (Commissio

Third Supplemental Indenture, dated as of December 8, 2023, among Crescent Energy Finance LLC, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 8, 2023).

Exhibit 4.4 THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of December 8, 2023, by and among Crescent Energy Finance LLC, a Delaware limited liability company (the “Issuer”), the Guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”). W I T N E S S E T H WHEREAS, each of

Crescent Energy Announces Offering of $150 Million Private Placement of Additional 9.250% Senior Notes Due 2028

Exhibit 99.1 Crescent Energy Announces Offering of $150 Million Private Placement of Additional 9.250% Senior Notes Due 2028 December 05, 2023 HOUSTON, TX – (BUSINESS WIRE) – Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that, subject to market conditions, its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) intends to offer for sale in a private placement purs

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 5, 2023 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of incorporation) (Commissio

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On July 3, 2023, Javelin EF L.P. (the “Purchaser”), a subsidiary of Crescent Energy Company (“Crescent” or the “Company”), consummated the acquisition contemplated by the Purchase and Sale Agreement (the “Western Eagle Ford Acquisition Agreement”), dated as of May 2, 2023, with Mesquite Comanche Holdings, LLC (“Comanche Holdi

CRGY / Crescent Energy Co. - Class A / Independence Energy Aggregator L.P. - SC 13D/A Activist Investment

SC 13D/A 1 ef20014891sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Crescent Energy Company (Name of Issuer) Class A Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) 44952J 104 (CUSIP Number) Brandi Kendall Chief Financial Officer Independence Energy Agg

Consent of Cawley, Gillespie & Associates, Inc.

EX-23.7 Exhibit 23.7 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 6500 RIVER PLACE BLVD, BLDG 3 SUITE 200 306 WEST SEVENTH STREET, SUITE 302 1000 LOUISIANA STREET, SUITE 1900 AUSTIN, TEXAS 78730 FORT WORTH, TEXAS 76102 HOUSTON, TEXAS 77002 512-249-7000 817-336-2461 713-651-9944 www.cgaus.com CONSENT OF INDEPENDENT PETROLEUM ENGINEERS We hereby consent to the incorporation by referenc

As filed with the Securities and Exchange Commission on November 13, 2023

As filed with the Securities and Exchange Commission on November 13, 2023 Registration No.

Consent of William M. Cobb & Associates, Inc.

EX-23.8 Exhibit 23.8 WILLIAM M. COBB & ASSOCIATES, INC. Worldwide Petroleum Consultants 12770 Coit Road, Suite 907 Tel: (972) 385-0354 Dallas, Texas 75251 Fax: (972) 788-5165 E-Mail: [email protected] November 10, 2023 Crescent Energy Company 600 Travis Street, Suite 7200 Houston, Texas, 77002 Re: Crescent Energy Company Gentlemen: The firm of William M. Cobb & Associates, Inc. hereby consents to

Calculation of Filing Fee Tables.

Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Equity Class A co

First Amendment to the Crescent Energy Company 2021 Equity Incentive Plan.

Exhibit 4.4 FIRST AMENDMENT TO THE CRESCENT ENERGY COMPANY 2021 EQUITY INCENTIVE PLAN THIS FIRST AMENDMENT (the “First Amendment”) to the Crescent Energy Company 2021 Equity Incentive Plan (as amended from time to time, the “Plan”), is made and adopted by Crescent Energy Company, a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 6, 2023 Crescent Energy Company (Exact Name of Registrant as Specified in its Charter) Delaware 001-41132 87-1133610 (State or Other Jurisdiction of Incorporation) (Commissio

Crescent Energy Reports Record Third Quarter 2023 Results Added Scale at Attractive Value with Closing and Integration of $850 Million of Accretive Acquisitions Capital Efficiencies Improving Well Costs, Accelerating Activity and Increasing Cash Flow

Exhibit 99.1 Crescent Energy Reports Record Third Quarter 2023 Results Added Scale at Attractive Value with Closing and Integration of $850 Million of Accretive Acquisitions Capital Efficiencies Improving Well Costs, Accelerating Activity and Increasing Cash Flow Improved Absolute Scope 1 GHG Emissions by 27% Relative to 2021 Baseline HOUSTON, November 6, 2023 – Crescent Energy Company (NYSE: CRGY