8-K

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 5, 2025

Crescent Energy Company

(Exact name of registrant as specified in its charter)

Delaware	001-41132	87-1133610
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)

600 Travis Street, Suite 7200,

Houston, Texas 77002

(Address of principal executive offices, including zip code)

(713) 332-7001

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	CRGY	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02.    Results of Operations and Financial Condition.

As previously reported in Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) by Crescent Energy Company (the “Company”) on (i) September 16, 2025 and (ii) January 31, 2025, as amended on a Form 8-K/A filed with the SEC on April 11, 2025, the Company consummated the acquisition contemplated by the Membership Interest Purchase Agreement, dated as of December 3, 2024, by and among the Company, Crescent Energy Finance LLC, Ridgemar Energy Operating, LLC and Ridgemar (Eagle Ford) LLC (such acquisition, the “Ridgemar Acquisition”).

As previously reported in a Current Report on Form 8-K filed with the SEC by the Company on August 25, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Vital Energy, Inc., a Delaware corporation (“Vital”), Venus Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub Inc.”), and Venus Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub LLC”). Pursuant to the terms of the Merger Agreement, the Company will acquire Vital in an all-equity transaction through: (i) the merger (the “First Company Merger”) of Merger Sub Inc. with and into Vital, with Vital continuing as the surviving entity (the “Surviving Corporation”) and (ii) immediately following the First Company Merger, the merger of the Surviving Corporation (together with the First Company Merger, the “Vital Transaction”) with and into Merger Sub LLC, with Merger Sub LLC continuing as the surviving entity, in each case, on the terms and subject to the conditions set forth in the Merger Agreement.

This Current Report on Form 8-K provides the pro forma financial statements of the Company, as described in Item 9.01 below and which are incorporated into this Item 2.02 by reference, giving effect to the Ridgemar Acquisition, the Vital Transaction, and the previously reported acquisition of SilverBow Resources, Inc., a Delaware corporation (the “SilverBow Acquisition”), in a Current Report on Form 8-K filed on August 2, 2024 and Form 8-K/A filed on August 13, 2024, as if they had been consummated on January 1, 2024. This Current Report on Form 8-K should be read in connection with (i) the Company’s September 16, 2025, January 31, 2025 and April 11, 2025 filings referenced above with respect to the Ridgemar Acquisition, (ii) the Company’s August 25, 2025 filing referenced above with respect to the Vital Transaction, and (iii) the Company’s August 2, 2024 and August 13, 2024 filings referenced above with respect to the SilverBow Acquisition.

In addition, to the extent required, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference.

The information contained in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01.    Regulation FD Disclosure.

The information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.

The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 8.01.    Other Events.

This Current Report on Form 8-K provides certain unaudited pro forma condensed combined financial information of the Company, as described in Item 9.01 below, which are incorporated into this Item 8.01 by reference.

Item 9.01.    Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Ridgemar Acquisition and the SilverBow Acquisition, attached as Exhibit 99.1 hereto:

•Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2024 and for the nine months ended September 30, 2025; and

•Notes to the Unaudited Pro Forma Condensed Combined Statements of Operations.

The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Vital Transaction, the Ridgemar Acquisition and the SilverBow Acquisition, attached as Exhibit 99.2 hereto:

•Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2025;

•Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2024 and for the nine months ended September 30, 2025; and

•Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

(d) Exhibits.

Exhibit No.	Description
99.1	Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2024 and for the nine months ended September 30, 2025, giving effect to the Ridgemar Acquisition and the SilverBow Acquisition.
99.2	Unaudited Pro Forma Condensed CombinedFinancialStatementsas of andfor the year ended December 31, 2024 andas of andfor the nine months ended September 30, 2025, giving effect to the Vital Transaction, the Ridgemar Acquisition and the SilverBow Acquisition.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

No Offer or Solicitation

This communication relates to the Vital Transaction between the Company and Vital. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Vital Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Important Additional Information About the Vital Transaction

In connection with the Vital Transaction, the Company filed a registration statement on Form S-4 with the SEC (File No. 333-290422) that includes a preliminary joint proxy statement of the Company and Vital and a prospectus of the Company. The registration statement has not been declared effective by the SEC nor has it become effective pursuant to the Securities Act, and the information contained in the preliminary joint proxy statement/prospectus is not complete and may be changed. The Vital Transaction will be submitted to the Company’s stockholders and Vital’s stockholders for their consideration. The Company and Vital may also file other documents with the SEC regarding the Vital Transaction. The definitive joint proxy statement/prospectus will be sent to the stockholders of the Company and Vital. This document is not a substitute for the registration statement that has been, and joint proxy statement/prospectus that will be, filed with the SEC or any other documents that the Company or Vital may file with the SEC or send to stockholders of the Company or Vital in connection with the Vital Transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND VITAL ARE URGED TO READ

THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE VITAL TRANSACTION AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE VITAL TRANSACTION AND RELATED MATTERS.

Investors and security holders can obtain free copies of the registration statement and will be able to obtain free copies of the joint proxy statement/prospectus (when available) and all other documents filed or that will be filed with the SEC by the Company or Vital through the website maintained by the SEC at https://www.sec.gov. Copies of documents filed with the SEC by the Company are made available free of charge on the Company’s website at https://crescentenergyco.com/investors, or by directing a request to Investor Relations, Crescent Energy Company, 600 Travis Street, Suite 7200, Houston, TX 77002, Tel. No. (713) 332-7001. Copies of documents filed with the SEC by Vital are made available free of charge on Vital’s website at https://vitalenergy.com under the Investors tab or by directing a request to Investor Relations, Vital Energy, Inc., 521 E. Second Street, Suite 1000, Tulsa, OK 74120, Tel. No. (918) 513-4570.

Participants in the Solicitation Regarding the Vital Transaction

The Company and Vital and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect to the Vital Transaction.

Information regarding the Company’s executive officers and directors, including a description of their direct or indirect interests, by security holdings or otherwise, (i) is set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, including under Part III, Item 10. Directors, Executive Officers and Corporate Governance, Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, and Part III, Item 13. Certain Relationships and Related Transactions, and Director Independence, which was filed with the SEC on February 26, 2025, and available at https://www.sec.gov/Archives/edgar/data/1866175/000186617525000024/crgy-20241231.htm and (ii) to the extent holdings of the Company’s securities by its directors or executive officers have changed since the amounts set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001866175. You can obtain a free copy of these documents at the SEC’s website at www.sec.gov or by accessing the Company’s website at crescentenergyco.com.

Information regarding Vital’s directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, (i) is set forth in Vital’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, including under the headings “Proposal One – Election of Three Class III Directors at the 2025 Annual Meeting”, “Proposal Three – Advisory Vote Approving the Compensation of Our Named Executive Officers”, “Stock Ownership Information”, and “Related Party Transactions”, which was filed with the SEC on April 10, 2025 and available at https://www.sec.gov/Archives/edgar/data/1528129/000152812925000071/vtle-20250409.htm and (ii) to the extent holdings of Vital’s securities by the directors or executive officers have changed since the amounts set forth in Vital’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001528129. You can obtain a free copy of these documents at the SEC’s website at https://www.sec.gov or by accessing Vital’s website at vitalenergy.com.

Investors may obtain additional information regarding the interests of those persons and other persons who may be deemed participants in the Vital Transaction by reading the joint proxy statement/prospectus regarding the Vital Transaction when it becomes available. You may obtain free copies of this document as described above.

Cautionary Statement Regarding Forward-Looking Statements

The foregoing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included in this communication that address activities, events or developments that the Company or Vital expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “may,” “foresee,” “plan,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, statements regarding the Vital Transaction, the expected timing of completion of the Vital Transaction, pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance, the Company’s ability to close the divestitures in a timely manner or at all, and any future outlooks of the Company. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. These include the expected timing and likelihood of completion of the Vital Transaction or the divestitures, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the Vital Transaction that could reduce anticipated benefits or cause the parties to abandon the Vital Transaction, the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the possibility that stockholders of the Company may not approve the issuance of new shares of common stock in the Vital Transaction or that stockholders of Vital may not approve the Merger Agreement, the risk that the parties may not be able to satisfy the conditions to the Vital Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Vital Transaction, the risk that any announcements relating to the Vital Transaction could have adverse effects on the market price of the Company’s common stock or Vital’s common stock, the risk that the Vital Transaction and its announcement could have an adverse effect on the ability of the Company and Vital to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending Vital Transaction could distract management of both entities and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond the Company’s or Vital’s control, including those detailed in the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at www.crescentenergyco.com and on the SEC’s website at https://www.sec.gov, and those detailed in Vital’s annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on Vital’s website at www.vitalenergy.com and on the SEC’s website at https://www.sec.gov. The Company does not give any assurance (i) that it will achieve its expectations or (ii) to any business strategies, earnings or revenue trends or future financial results. All forward-looking statements are based on assumptions that the Company or Vital believe to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company and Vital undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CRESCENT ENERGY COMPANY
Date: November 5, 2025	By:	/s/ Bo Shi
	Name:	Bo Shi
	Title:	General Counsel

Document

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

Introduction

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”), dated December 3, 2024, by and among Crescent Energy Finance LLC (the “Purchaser”), Crescent, Ridgemar Energy Operating, LLC (the “Seller”) and Ridgemar EF.

Pursuant to the Purchase Agreement, the Seller received aggregate consideration, before customary purchase price adjustments, consisting of (i) $830.0 million in cash (the “Cash Consideration”), and (ii) 5,454,546 shares of Class A Common Stock, par value $0.0001 per share (“Crescent Class A Common Stock”) of Crescent (the “Stock Consideration”). Up to $170.0 million in earn-out consideration (the “Contingent Consideration”) may also be paid by Crescent quarterly in fiscal years 2026 and 2027 based on the quarterly NYMEX WTI price of crude oil in fiscal years 2026 and 2027, subject to customary purchase price adjustments set forth in the Purchase Agreement.

On July 30, 2024, 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 corporation and a direct wholly owned subsidiary of Crescent, Artemis Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Crescent, and Artemis Merger Sub II LLC, a Delaware limited liability company, pursuant to which, among other things, Crescent has agreed to acquire SilverBow (the “SilverBow Merger”).

Subject to the terms and conditions of the Merger Agreement, each share of SilverBow common stock, par value $0.01 per share (“SilverBow Common Stock”), issued and outstanding immediately prior to the Initial Merger Effective Time (other than the Excluded Shares), was converted into the right to receive, pursuant to an election, one of the following forms of consideration: (A) a combination of 1.866 shares of Crescent Class A Common Stock and $15.31 in cash (the “Mixed Consideration”), (B) $38.00 in cash (the “Cash Election Consideration”), or (C) 3.125 shares of Crescent Class A Common Stock (the “Stock Election Consideration,” and together with the Mixed Consideration and the Cash Election Consideration, the “Merger Consideration”).

The assets and liabilities of Ridgemar EF represent substantially all of the key operating assets of Ridgemar Energy Management, LLC (“Ridgemar”). The unaudited pro forma condensed combined statements of operations (the “pro forma statements of operations”) have been prepared from the respective historical consolidated statements of operations of Crescent, Ridgemar and SilverBow, adjusted to give effect to (i) the Ridgemar Acquisition, (ii) the SilverBow Merger, (iii) the issuance of $750 million aggregate principal amount of 7.375% Senior Notes due 2033 on June 14, 2024 (the “2033 Notes Offering”), (iv) borrowings of $724.0 million under Crescent’s Revolving Credit Facility (the “Crescent Revolving Credit Facility Borrowing”) and (v) the amendment to Crescent’s Revolving Credit Facility entered into in connection with the closing of the SilverBow Merger (the “Crescent Revolving Credit Facility Amendment” and together with the Ridgemar Acquisition, the SilverBow Merger, the 2033 Notes Offering, and the Crescent Revolving Credit Facility Borrowing, the “Pro Forma Transactions”) as if each had occurred on January 1, 2024. The pro forma statement of operations for the year ended December 31, 2024 contains certain reclassification adjustments to conform Ridgemar’s and SilverBow’s historical financial statement presentation with Crescent’s historical financial statement presentation.

The following pro forma statements of operations are based on, and should be read in conjunction with:

•the historical audited consolidated financial statements of Crescent for the year ended December 31, 2024 and the unaudited condensed consolidated financial statements of Crescent as of and for the nine months ended September 30, 2025, and the related notes thereto;

•the historical audited consolidated financial statements of Ridgemar for the year ended December 31, 2024, and the related notes thereto;

•the historical audited consolidated financial statements of SilverBow for the year ended December 31, 2023 and the unaudited condensed consolidated financial statements of SilverBow as of and for the six months ended June 30, 2024, and the related notes thereto; and

•the “Management’s discussion and analysis of financial condition and results of operations” and the “Risk factors” and other cautionary statements included in the respective Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q of Crescent and SilverBow.

The pro forma statements of operations were derived by making certain transaction accounting adjustments to the historical statements of operations noted above. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual impact of the Ridgemar Acquisition and the SilverBow Merger may differ from the adjustments made to the pro forma statements of operations. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects for the period presented as if the Ridgemar Acquisition had been consummated earlier, and that all adjustments necessary to fairly present the pro forma statements of operations have been made.

The pro forma statements of operations and related notes are presented for illustrative purposes only and should not be relied upon as an indication of the operating results that Crescent would have achieved if the Purchase Agreement and the Merger Agreement had been entered into and the Ridgemar Acquisition and the SilverBow Merger had taken place on the assumed date. The pro forma statements of operations do not reflect future events that may occur after the consummation of the Ridgemar Acquisition and the SilverBow Merger, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, asset dispositions, cost savings, or economies of scale that Crescent may achieve with respect to the combined operations. As a result, future results may vary significantly from the results reflected in the pro forma statements of operations and should not be relied on as an indication of the future results of Crescent.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2025

(in thousands, except per share data)

	Crescent<br>(Historical)		Ridgemar (Historical)		Transaction Accounting Adjustments			Crescent Pro Forma Combined
Revenues:
Oil	$	1,818,435	$	37,937	$	—		$	1,856,372
Natural gas	490,903		946		—			491,849
Natural gas liquids	298,306		1,756		—			300,062
Midstream and other	107,091		—		—			107,091
Total revenues	2,714,735		40,639		—			2,755,374
Expenses:
Lease operating expense	485,450		3,852		—			489,302
Workover expense	58,486		425		—			58,911
Asset operating expense	74,144		—		—			74,144
Gathering, transportation and marketing	304,789		1,456		—			306,245
Production and other taxes	170,917		1,611		—			172,528
Depreciation, depletion and amortization	878,079		—		7,218		(a)	885,297
Impairment of oil and natural gas properties	122,159		—		—			122,159
Exploration expense	6,882		—		—			6,882
Midstream and other operating expense	86,639		—		—			86,639
General and administrative expense	255,657		—		—			255,657
Gain on sale of assets	(11,131)		—		—			(11,131)
Total expenses	2,432,071		7,344		7,218			2,446,633
Income from operations	282,664		33,295		(7,218)			308,741
Other income (expense):
Gain on derivatives	163,259		—		—			163,259
Interest expense	(221,029)		—		(3,397)		(d)	(224,426)
Loss from extinguishment of debt	(29,248)		—		—			(29,248)
Other income	440		—		—			440
Income from equity affiliates	1,695		—		—			1,695
Total other income (expense)	(84,883)		—		(3,397)			(88,280)
Income before taxes	197,781		33,295		(10,615)			220,461
Income tax expense	(39,638)		—		(3,772)		(g)	(43,410)
Net income	158,143		33,295		(14,387)			177,051
Less: net income attributable to noncontrolling interests	(2,526)		—		—			(2,526)
Less: net income attributable to redeemable noncontrolling interests	(14,050)		—		(5,727)		(h)	(19,777)
Net income (loss) attributable to Crescent Energy	$	141,567	$	33,295	$	(20,114)		$	154,748
Net income (loss) per share:
Class A common stock – basic	$	0.61						$	0.66	(i)
Class A common stock – diluted	$	0.60						$	0.65	(i)
Class B common stock – basic and diluted	$	—						$	—
Weighted average shares outstanding:
Class A common stock – basic	233,261							233,881		(i)
Class A common stock – diluted	236,029							236,648		(i)
Class B common stock – basic and diluted	22,207							22,207

The accompanying notes are an integral part of these unaudited pro forma condensed combined statements of operations.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2024

(in thousands, except per share data)

	Crescent<br>(Historical)		SilverBow As Adjusted <br>(See Note 3)		Ridgemar As Adjusted<br><br>(See Note 4)		Transaction Accounting Adjustments			Crescent Pro Forma Combined
Revenues:
Oil	$	2,130,418	$	405,549	$	418,891	$	—		$	2,954,858
Natural gas	349,858		112,294		4,839		—			466,991
Natural gas liquids	316,981		85,270		12,109		—			414,360
Midstream and other	133,662		592		—		—			134,254
Total revenues	2,930,919		603,705		435,839		—			3,970,463
Expenses:
Lease operating expense	528,822		77,117		55,792		—			661,731
Workover expense	60,312		3,158		9,842		—			73,312
Asset operating expense	103,220		—		—		—			103,220
Gathering, transportation and marketing	312,931		82,932		8,419		—			404,282
Production and other taxes	162,634		38,309		26,553		—			227,496
Depreciation, depletion and amortization	949,480		217,624		90,877		(142,536)		(a)	1,115,445
Impairment of oil and natural gas properties	161,542		—		—		—			161,542
Exploration expense	16,591		—		—		—			16,591
Midstream and other operating expense	110,136		—		—		—			110,136
General and administrative expense	336,219		66,900		5,798		24,478		(b)	433,395
Gain on sale of assets	(29,430)		—		—		—			(29,430)
Total expenses	2,712,457		486,040		197,281		(118,058)			3,277,720
Income (loss) from operations	218,462		117,665		238,558		118,058			692,743
Other income (expense):
Gain (loss) on derivatives	(114,348)		8,040		11,200		(11,200)		(c)	(106,308)
Interest expense	(216,263)		(76,987)		(26,682)		(52,001)		(d)	(341,419)
							26,682		(e)
							3,832		(f)
Loss from extinguishment of debt	(59,095)		—		—		—			(59,095)
Other income	1,760		108		1,447		—			3,315
Income from equity affiliates	729		—		—		—			729
Total other income (expense)	(387,217)		(68,839)		(14,035)		(32,687)			(502,778)
Income (loss) before taxes	(168,755)		48,826		224,523		85,371			189,965
Income tax benefit (expense)	31,072		2,294		—		(58,335)		(g)	(24,969)
Net income (loss)	(137,683)		51,120		224,523		27,036			164,996
Less: net loss attributable to noncontrolling interests	1,215		—		—		—			1,215
Less: net (income) loss attributable to redeemable noncontrolling interests	21,863		—		—		(103,141)		(h)	(81,278)
Net income (loss) attributable to Crescent Energy	$	(114,605)	$	51,120	$	224,523	$	(76,105)		$	84,933
Net income (loss) per share:
Class A common stock – basic	$	(0.88)								$	0.51	(i)
Class A common stock – diluted	$	(0.88)								$	0.51	(i)
Class B common stock – basic and diluted	$	—								$	—
Weighted average shares outstanding:
Class A common stock – basic	130,715									166,401		(i)
Class A common stock – diluted	130,715									166,401		(i)
Class B common stock – basic and diluted	70,519									70,519

The accompanying notes are an integral part of these unaudited pro forma condensed combined statements of operations.

Notes to unaudited pro forma condensed combined statement of operations

NOTE 1 – Basis of pro forma presentation

The pro forma statement of operations for the year ended December 31, 2024 has been derived from the historical financial statements of Crescent, Ridgemar and SilverBow. The pro forma statement of operations for the nine months ended September 30, 2025 has been derived from the historical financial statements of Crescent and financial information of Ridgemar EF for the period from January 1, 2025 through January 30, 2025. The pro forma statements of operations give effect to the Pro Forma Transactions as if each had occurred on January 1, 2024.

The pro forma statements of operations reflect pro forma adjustments that are based on available information and certain assumptions that management believes are reasonable. However, actual results may differ from those reflected in these pro forma statements of operations. In management’s opinion, all adjustments known to date that are necessary to fairly present the pro forma information have been made. The pro forma statements of operations do not purport to represent what the combined entity’s results of operations would have been if the Ridgemar Acquisition and the SilverBow Merger had actually occurred on the date indicated above, nor are they indicative of Crescent’s future results of operations.

These pro forma statements of operations should be read in conjunction with the historical financial statements, and related notes thereto, of Crescent, Ridgemar and SilverBow for the periods presented.

NOTE 2 – Pro forma purchase price allocation

The Ridgemar Acquisition was accounted for as an asset acquisition. The SilverBow Merger was accounted for using the acquisition method of accounting for business combinations in accordance with ASC 805 with Crescent considered to be the accounting acquirer. The allocations of the purchase price for Ridgemar EF and SilverBow are based upon management’s estimates of and assumptions related to the fair value of assets acquired and liabilities assumed as of the closing date of each respective acquisition using currently available information.

The determination of consideration transferred and the fair value of assets acquired and liabilities assumed are as follows (in thousands, except share and per share data):

	Ridgemar Acquisition		SilverBow Merger
Consideration transferred:
Equity consideration:
Shares of Crescent Class A Common Stock issued	5,454,546		50,363,304
Closing price of Crescent Class A Common Stock on acquisition date	$	15.06	$	11.82
Fair value of Crescent Class A Common Stock issued	$	82,145	$	595,294
Cash consideration	807,247		358,092
Settlement of equity awards	—		34,987
Fair value of contingent earn-out consideration	51,746		—
Transaction costs capitalized	18,484		—
Consideration transferred	$	959,622	$	988,373
Assets acquired:
Cash and cash equivalents	$	—	$	5,200
Accounts receivable, net	1,150		135,210
Derivatives assets – current	—		100,601
Prepaid expenses and other current assets	—		7,099
Oil and natural gas properties - proved	988,758		1,985,363
Oil and natural gas properties - unproved	—		229,459
Field and other property and equipment	3,240		4,586
Derivative assets – noncurrent	—		37,870
Other assets	—		25,199
Total assets acquired	993,148		2,530,587
Liabilities assumed:
Accounts payable and accrued liabilities	(9,565)		(198,831)
Acquired deferred acquisition consideration	—		(76,550)
Other liabilities - current	(573)		(10,029)
Debt	—		(1,140,625)
Deferred tax liability	—		(79,070)
Asset retirement obligations	(22,855)		(25,683)
Other liabilities - noncurrent	(533)		(11,426)
Total liabilities assumed	(33,526)		(1,542,214)
Net assets acquired	$	959,622	$	988,373

NOTE 3 – Adjustments to SilverBow’s historical statement of operations

Pro forma statement of operations reclassification adjustments for the year ended December 31, 2024

Certain reclassification adjustments were made to SilverBow’s historical statement of operations in order to conform with Crescent’s financial statement presentation. A reconciliation of amounts derived and presented as

“SilverBow As Adjusted” within the pro forma statement of operations for the year ended December 31, 2024 is as follows (in thousands, except per share data):

	SilverBow<br><br>(Historical)(1)		SilverBow<br><br>(Historical)(2)		SilverBow<br>Reclassification Adjustments		SilverBow As Adjusted
Revenues:
Oil and gas sales	$	510,510	$	93,195	$	(603,705)	$	—
Oil	—		—		405,549		405,549
Natural gas	—		—		112,294		112,294
Natural gas liquids	—		—		85,270		85,270
Midstream and other	—		—		592		592
Operating Expenses:
Lease operating expense	64,446		12,671		—		77,117
Workovers	2,561		597		(3,158)		—
Workover expense	—		—		3,158		3,158
Transportation and gas processing	69,204		13,728		(82,932)		—
Gathering, transportation and marketing	—		—		82,932		82,932
Severance and other taxes	32,354		5,955		(38,309)		—
Production and other taxes	—		—		38,309		38,309
Depreciation, depletion and amortization	184,857		32,031		736		217,624
Accretion of asset retirement obligations	629		107		(736)		—
General and administrative, net	33,373		33,527		(66,900)		—
General and administrative expense	—		—		66,900		66,900
Total Operating Expenses	387,424		98,616		—		486,040
Operating Income	123,086		(5,421)		—		117,665
Non-Operating Income (Expense)
Gain (loss) on commodity derivatives, net	(63,012)		71,052		(8,040)		—
Gain (loss) on derivatives	—		—		8,040		8,040
Interest expense, net	(69,744)		(7,243)		76,987		—
Interest expense	—		—		(76,987)		(76,987)
Other income (expense), net	337		(229)		(108)		—
Other income	—		—		108		108
Income (Loss) Before Income Taxes	(9,333)		58,159		—		48,826
Provision (Benefit) for Income Taxes	(2,298)		4		2,294		—
Income tax benefit	—		—		2,294		2,294
Net Income (Loss)	$	(7,035)	$	58,155	$	—	$	51,120
Per Share Amounts:
Basic Earnings (Loss) Per Share	$	(0.28)
Diluted Earnings (Loss) Per Share	$	(0.28)
Weighted-Average Shares Outstanding:
Weighted-Average Shares Outstanding - Basic	25,491
Weighted-Average Shares Outstanding - Diluted	25,491

________________________

(1)Reflects the historical operations of SilverBow for the six months ended June 30, 2024.

(2)Reflects the historical operations of SilverBow for the period from July 1, 2024 through July 29, 2024.

NOTE 4 – Adjustments to Ridgemar’s historical statements of operations

Pro forma statement of operations reclassification adjustments for the year ended December 31, 2024

Certain reclassification adjustments were made to Ridgemar’s historical statement of operations for the year ended December 31, 2024 in order to conform with Crescent’s financial statement presentation. A reconciliation of amounts derived and presented as “Ridgemar As Adjusted” within the pro forma statement of operations for the year ended December 31, 2024 is as follows (in thousands):

	Ridgemar<br>(Historical)		Ridgemar<br>Reclassification Adjustments		Ridgemar As Adjusted
REVENUES, NET:
Oil	$	418,891	$	—	$	418,891
Natural gas	4,839		—		4,839
Natural gas liquids	12,109		—		12,109
Total revenues, net	435,839		—		435,839
OPERATING EXPENSES:
Lease operating	55,792		—		55,792
Workover	9,842		—		9,842
Production, ad valorem and severance tax	26,553		(26,553)		—
Production and other taxes	—		26,553		26,553
Transportation expenses	8,419		(8,419)		—
Gathering, transportation and marketing	—		8,419		8,419
Depreciation, depletion, amortization and accretion	90,877		(90,877)		—
Depreciation, depletion and amortization	—		90,877		90,877
General and administrative	5,798		—		5,798
Total operating expenses	197,281		—		197,281
INCOME FROM OPERATIONS	238,558		—		238,558
OTHER INCOME (EXPENSES):
Net gain (loss) on commodity derivatives	11,200		(11,200)		—
Gain (loss) on derivatives	—		11,200		11,200
Interest expense	(26,682)		—		(26,682)
Other income	1,447		—		1,447
Total other expenses, net	(14,035)		—		(14,035)
NET INCOME	$	224,523	$	—	$	224,523

NOTE 5 – Adjustments to the pro forma statements of operations

The pro forma statements of operations have been prepared to illustrate the effects of the Ridgemar Acquisition and the SilverBow Merger and have been prepared for informational purposes only.

The preceding pro forma statements of operations have been prepared in accordance with Article 11 of Regulation S-X which requires the presentation of adjustments to account for the pro forma transactions (“Transaction Accounting Adjustments”) and allows for supplemental disclosure of the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management Adjustments”). Management has elected not to present Management Adjustments.

Pro forma statements of operations adjustments for the nine months ended September 30, 2025 and for the year ended December 31, 2024

The adjustments included in the pro forma statements of operations are as follows:

(a)Reflects pro forma depletion expense and accretion expense calculated in accordance with the successful efforts method of accounting for oil and gas properties.

(b)Reflects the impact on general and administrative expense related to increases in Crescent’s Management Fee and the Management Incentive Plan related to the issuance of additional shares of Crescent Class A Common Stock.

(c)Reflects the elimination of Ridgemar’s historical gain on derivatives related to Ridgemar’s commodity derivatives that were settled prior to, and not part of, the Ridgemar Acquisition.

(d)Reflects the pro forma interest expense related to borrowings of $655.0 million under Crescent’s Revolving Credit Facility to fund a portion of the Cash Consideration for Ridgemar Acquisition.

(e)Reflects the elimination of historical interest expense related to Ridgemar’s credit facility that was not assumed as part of the Ridgemar Acquisition.

(f)Reflects the adjustment to pro forma interest expense related to the 2033 Notes Offering and the Crescent Revolving Credit Facility Borrowing that was used to fund a portion of the repayment of SilverBow’s credit facility borrowings due 2026 and Second Lien Notes due 2028 and the cash payments related to the Merger Consideration for the SilverBow Merger, including cash of $24.5 million to settle SilverBow’s Equity Awards.

(g)Reflects the income tax effect of the Pro Forma Adjustments presented. The tax rates applied to the Pro Forma Adjustments for the nine months ended September 30, 2025 and for the year ended December 31, 2024 was the estimated combined federal and state statutory rate, after the effect of noncontrolling interests, of 16.6% and 15.6%, respectively. The effective rate of Crescent could be significantly different (either higher or lower) depending on a variety of factors.

(h)Reflects the impact of the allocation of net income attributable to redeemable noncontrolling interests related to the change in Crescent’s ownership of Crescent Energy OpCo LLC resulting from the issuance of additional shares of Crescent Class A Common Stock.

(i)Reflects the impact of the allocation of net income attributable to Crescent and the issuance of additional shares of Crescent Class A Common Stock on the computation of basic and diluted net income (loss) per share.

NOTE 6 – Supplemental unaudited pro forma oil and natural gas reserves information

Oil and natural gas reserves

The following tables present the estimated unaudited pro forma net proved developed and undeveloped oil, natural gas, and NGL reserve information as of December 31, 2024 for Crescent’s consolidated operations, along with a summary of changes in quantities of net remaining proved reserves for the year ended December 31, 2024. Crescent’s equity affiliates had no proved oil, natural gas, and NGL reserves as of December 31, 2024 and 2023. The disclosures below are derived from “Oil and natural gas reserves” for the year ended December 31, 2024 reported in Crescent’s Annual Report on Form 10-K and Ridgemar’s annual financial statements included within Crescent’s Current Report on Form 8-K/A dated April 11, 2025. The estimates below are in certain instances presented on a “barrels of oil equivalent” or “Boe” basis. To determine Boe in the following tables, natural gas is converted to a crude oil equivalent at the ratio of six Mcf of natural gas to one barrel of crude oil equivalent.

The unaudited pro forma oil and natural gas reserve information is not necessarily indicative of the results that might have occurred had the Ridgemar Acquisition been completed on January 1, 2024 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors” included in Crescent’s Annual Report on Form 10-K.

The unaudited pro forma net proved developed and undeveloped oil, natural gas, and NGL reserves as of December 31, 2024 and 2023 and the changes in the pro forma quantities of net remaining proved reserves for the year ended December 31, 2024 are as follows:

	Oil and Condensate (MBbls)
	Crescent<br>(Historical)	Ridgemar<br>(Historical)	SilverBow Merger Adjustments	Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2023	250,465	44,506	94,958	389,929
Revisions of previous estimates	(17,316)	(485)	(18,988)	(36,789)
Extensions, discoveries, and other additions	16,626	20,719	—	37,345
Sales of reserves in place	(3,344)	—	—	(3,344)
Purchases of reserves in place	81,204	940	(70,743)	11,401
Production	(29,945)	(5,474)	(5,227)	(40,646)
December 31, 2024	297,690	60,206	—	357,896
Proved Developed Reserves as of:
December 31, 2023	176,546	32,790	40,738	250,074
December 31, 2024	193,611	37,975	—	231,586
Proved Undeveloped Reserves as of:
December 31, 2023	73,919	11,716	54,220	139,855
December 31, 2024	104,079	22,231	—	126,310			Natural Gas (MMcf)
---	---	---	---	---
	Crescent<br>(Historical)	Ridgemar<br>(Historical)	SilverBow Merger Adjustments	Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2023	1,176,416	59,252	1,677,939	2,913,607
Revisions of previous estimates	(210,432)	(16,086)	(873,417)	(1,099,935)
Extensions, discoveries, and other additions	70,632	24,189	—	94,821
Sales of reserves in place	(5,318)	—	—	(5,318)
Purchases of reserves in place	746,988	4,139	(741,718)	9,409
Production	(183,227)	(4,421)	(62,804)	(250,452)
December 31, 2024	1,595,059	67,073	—	1,662,132
Proved Developed Reserves as of:
December 31, 2023	1,032,578	44,525	736,075	1,813,178
December 31, 2024	1,342,718	41,111	—	1,383,829
Proved Undeveloped Reserves as of:
December 31, 2023	143,838	14,727	941,864	1,100,429
December 31, 2024	252,341	25,962	—	278,303
	NGLs (MBbls)
---	---	---	---	---
	Crescent<br>(Historical)	Ridgemar<br>(Historical)	SilverBow Merger Adjustments	Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2023	101,632	10,531	71,236	183,399
Revisions of previous estimates	(11,263)	(2,544)	(9,745)	(23,552)
Extensions, discoveries, and other additions	10,604	4,409	—	15,013
Sales of reserves in place	(767)	—	—	(767)
Purchases of reserves in place	58,664	458	(57,581)	1,541
Production	(13,154)	(801)	(3,910)	(17,865)
December 31, 2024	145,716	12,053	—	157,769
Proved Developed Reserves as of:
December 31, 2023	87,316	7,767	38,702	133,785
December 31, 2024	109,223	7,380	—	116,603
Proved Undeveloped Reserves as of:
December 31, 2023	14,316	2,764	32,534	49,614
December 31, 2024	36,493	4,673	—	41,166			Total (MBoe)
---	---	---	---	---
	Crescent<br>(Historical)	Ridgemar<br>(Historical)	SilverBow Merger Adjustments	Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2023	548,166	64,912	445,850	1,058,928
Revisions of previous estimates	(63,648)	(5,710)	(174,302)	(243,660)
Extensions, discoveries, and other additions	39,002	29,160	—	68,162
Sales of reserves in place	(4,998)	—	—	(4,998)
Purchases of reserves in place	264,366	2,088	(251,944)	14,510
Production	(73,637)	(7,012)	(19,604)	(100,253)
December 31, 2024	709,251	83,438	—	792,689
Proved Developed Reserves as of:
December 31, 2023	435,958	47,977	202,120	686,055
December 31, 2024	526,622	52,207	—	578,829
Proved Undeveloped Reserves as of:
December 31, 2023	112,208	16,935	243,730	372,873
December 31, 2024	182,629	31,231	—	213,860

Standardized measure of discounted future net cash flows

The following table presents the estimated unaudited pro forma standardized measure of discounted future net cash flows (the “pro forma standardized measure”) at December 31, 2024. The pro forma standardized measure information set forth below gives effect to the Ridgemar Acquisition as if they had been completed on January 1, 2024. The Ridgemar Acquisition Adjustments reflect adjustments related to the tax effects resulting from the Ridgemar Acquisition. The disclosures below are derived from the “Standardized measure of discounted future net cash flows” for the year ended December 31, 2024 reported in Crescent’s Annual Report on Form 10-K and Ridgemar’s annual financial statements included within Crescent’s Current Report on Form 8-K/A dated April 11, 2025. An explanation of the underlying methodology applied, as required by SEC regulations, can be found within

the historical financial statements included in Crescent’s Annual Report on Form 10-K. The calculations assume the continuation of existing economic, operating and contractual conditions at December 31, 2024.

The pro forma standardized measure is not necessarily indicative of the results that might have occurred had the Ridgemar Acquisition been completed on January 1, 2024 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors” included in Crescent’s Annual Reports on Form 10-K.

The pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves as of December 31, 2024 is as follows:

	(in thousands)
	Crescent<br>(Historical)		Ridgemar<br>(Historical)		Ridgemar Acquisition Adjustments		Crescent Pro Forma Combined
Future cash inflows	$	27,890,094	$	4,974,150	$	—	$	32,864,244
Future production costs	(12,981,064)		(1,713,905)		—		(14,694,969)
Future development costs (1)	(3,801,466)		(604,803)		—		(4,406,269)
Future income taxes	(1,055,147)		(26,115)		(226,135)		(1,307,397)
Future net cash flows	$	10,052,417	$	2,629,327	$	(226,135)	$	12,455,609
Annual discount of 10% for estimated timing	(4,348,722)		(1,102,801)		94,846		(5,356,677)
Standardized measure of discounted future net cash flows as of December 31, 2024	$	5,703,695	$	1,526,526	$	(131,289)	$	7,098,932

______________

(1)Future development costs include future abandonment and salvage costs.

Changes in standardized measure

The disclosures below are derived from the “Changes in standardized measure” for the year ended December 31, 2024 reported in Crescent’s Annual Report on Form 10-K and Ridgemar’s annual financial statements included within Crescent’s Current Report on Form 8-K/A dated April 11, 2025. The changes in the pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the year ended December 31, 2024 are as follows:

	Crescent<br>(Historical)		Ridgemar<br>(Historical)		Transaction Accounting Adjustments		Crescent Pro Forma Combined
Balance at December 31, 2023	$	5,289,182	$	1,182,071	$	2,217,778	$	8,689,031
Net change in prices and production costs	(47,265)		61,545		(90,764)		(76,484)
Net change in future development costs	(92,580)		29,065		97,381		33,866
Sales and transfers of oil and natural gas produced, net of production expenses	(1,715,764)		(335,233)		(401,597)		(2,452,594)
Extensions, discoveries, additions and improved recovery, net of related costs	318,421		407,572		—		725,993
Purchases of reserves in place	2,493,077		16,721		(2,279,196)		230,602
Sales of reserves in place	(70,549)		—		—		(70,549)
Revisions of previous quantity estimates	(817,132)		(67,045)		(389,585)		(1,273,762)
Previously estimated development costs incurred	369,595		136,717		279,692		786,004
Net change in taxes	(478,046)		(3,553)		129,026		(352,573)
Accretion of discount	556,612		119,348		125,135		801,095
Changes in timing and other	(101,856)		(20,682)		180,841		58,303
Balance at December 31, 2024	$	5,703,695	$	1,526,526	$	(131,289)	$	7,098,932

Document

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Introduction

On August 24, 2025, Crescent Energy Company, a Delaware corporation (“Crescent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Vital Energy, Inc., a Delaware corporation (“Vital”), Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Crescent, and Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Crescent, pursuant to which, among other things, Crescent has agreed to acquire Vital (the “Mergers”).

Subject to the terms and conditions of the Merger Agreement, each share of Vital Common Stock, par value $0.01 per share (“Vital Common Stock”), issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares), will be converted into the right to receive 1.9062 shares of Crescent Class A Common Stock and cash in lieu of fractional shares of Crescent Class A Common Stock (such amount, the “Exchange Ratio,” and such consideration, the “Merger Consideration”).

The unaudited pro forma condensed combined financial statements (the “pro forma financial statements”) have been prepared from the respective historical consolidated financial statements of Crescent and Vital, adjusted to give effect to (i) the Mergers, (ii) Crescent’s completed acquisition of the outstanding equity interests in Ridgemar (Eagle Ford) LLC (“Ridgemar” and, such transaction, the “Ridgemar Acquisition”), (iii) Crescent’s completed merger with SilverBow Resources, Inc. (“SilverBow,” such transaction, the “SilverBow Merger,” and, together with the Ridgemar Acquisition, the “Previous Crescent Acquisitions”), (iv) Vital’s purchase in September 2024 of certain oil and natural gas properties (the “Point Properties,” and, such transaction the “Point Acquisition”), and (v) the draw on Crescent’s senior secured reserve-based revolving credit agreement (the “Crescent Revolving Credit Facility”) and repayment of Vital’s senior secured credit facility (the “Vital Revolving Credit Facility”) immediately following Closing (such transactions, the “RCF Draw”).

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 is based in part on, and should be read in conjunction with, (i) the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 included within Exhibit 99.1 in this Current Report on Form 8-K dated November 5, 2025 which gives effect to the Previous Crescent Acquisitions and (ii) the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 included in Exhibit 99.2 in Vital’s Annual Report on Form 10-K dated February 24, 2025 which gives effect to the Point Acquisition.

The unaudited pro forma condensed combined statements of operations (the “pro forma statements of operations”) for the nine months ended September 30, 2025 and for the year ended December 31, 2024 give effect to (i) the Mergers, (ii) the Previous Crescent Acquisitions, (iii) the Point Acquisition and (iv) the RCF Draw (collectively, the “Pro Forma Transactions”), as if each had occurred on January 1, 2024. The pro forma balance sheet as of September 30, 2025 reflects no adjustments for the Previous Crescent Acquisitions or the Point Acquisition, as the transactions are already reflected in the historical balance sheets of Crescent and Vital, respectively, for such periods. The pro forma statement of operations for the nine months ended September 30, 2025 reflects no adjustments for the SilverBow Merger or the Point Acquisition as the transactions are already reflected in the historical statements of operations of Crescent and Vital, respectively, for such periods. The pro forma statement of operations for the year ended December 31, 2024 does not reflect the historical operations of the Point Acquisition from July 1, 2024 through September 19, 2024 as this period was also not reflected within Exhibit 99.2 in Vital’s Annual Report on Form 10-K dated February 24, 2025 and is deemed to be immaterial to the pro forma statement of operations for the year ended December 31, 2024. The pro forma financial statements contain certain reclassification adjustments to conform the historical financial statement presentation of Vital, the Point Properties, SilverBow and Ridgemar with Crescent’s historical financial statement presentation.

The following pro forma financial statements are based on, and should be read in conjunction with:

•the historical audited consolidated financial statements of Crescent for the year ended December 31, 2024 and the unaudited condensed consolidated financial statements of Crescent as of and for the nine months ended September 30, 2025, and the related notes thereto;

•the historical audited consolidated financial statements of Vital for the year ended December 31, 2024 and the unaudited condensed consolidated financial statements of Vital as of and for the nine months ended September 30, 2025, and the related notes thereto;

•the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 included within Exhibit 99.1 in this Current Report on Form 8-K dated November 5, 2025;

•the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 included as Exhibit 99.2 in Vital’s Annual Report on Form 10-K dated February 24, 2025;

•the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the respective Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q of Crescent and Vital; and

•the section entitled “Risk Factors” and other cautionary statements included in the joint proxy statement/prospectus filed by Crescent and Vital on Form S-4 dated September 19, 2025, as amended by the joint proxy statement/prospectus filed on Form S-4/A dated October 22, 2025.

The pro forma financial statements were derived by making certain transaction accounting adjustments to the historical and pro forma financial statements noted above. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual impact of the Pro Forma Transactions may differ from the adjustments made to the pro forma financial statements. However, Crescent’s management believes that the assumptions provide a reasonable basis for presenting the significant effects for the period presented as if the Pro Forma Transactions had been consummated earlier, and that all adjustments necessary to present fairly the pro forma financial statements have been made.

As of the date of this Current Report on Form 8-K, Crescent has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the assets to be acquired and the liabilities to be assumed and the related allocations of purchase price, nor has it identified all adjustments necessary to conform Vital’s accounting policies to Crescent’s accounting policies. A final determination of the fair value of Vital’s assets and liabilities will be based on the actual assets and liabilities of Vital that exist as of the closing date of the Mergers (the “Closing Date”) and, therefore, cannot be made prior to the completion of the Mergers. In addition, the value of the consideration to be paid by Crescent upon the consummation of the Mergers will be determined based on the closing share price of Crescent Class A Common Stock on the Closing Date. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available or as additional analysis is performed.

The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma financial statements presented below. Crescent estimated the fair value of Vital’s assets and liabilities based on discussions with Vital’s management, preliminary valuation studies, due diligence, and information presented in Vital’s SEC filings. Until the Mergers are completed, both companies are limited in their ability to share certain information. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the pro forma financial statements. The final purchase price allocation may be materially different than that reflected in the preliminary pro forma purchase price allocation presented herein.

The pro forma financial statements and related notes are presented for illustrative purposes only and should not be relied upon as an indication of the operating results that Crescent would have achieved if the Merger Agreement had been entered into and the Pro Forma Transactions had taken place on the assumed dates. The pro forma financial statements do not reflect future events that may occur after the consummation of the Mergers, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, asset dispositions, cost savings, or economies of scale that Crescent may achieve with respect to the combined operations. As a result, future results may vary significantly from the results reflected in the pro forma financial statements and should not be relied on as an indication of the future results of Crescent.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2025

(in thousands)

	Crescent<br>(Historical)		Vital<br>(Historical)		Vital Conforming and Reclass (a)		Transaction Accounting Adjustments			Financing Adjustments			Crescent Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	3,531	$	14,697	$	—	$	(8,078)	(b)	$	—	(k)	$	10,150
Restricted cash	5,346		—		—		—			—			5,346
Accounts receivable, net	521,011		227,747		—		—			—			748,758
Accounts receivable – affiliates	3,633		—		—		—			—			3,633
Derivative assets – current	106,685		—		149,332		—			—			256,017
Current derivatives asset	—		149,332		(149,332)		—			—			—
Prepaid expenses	44,859		—		8,189		—			—			53,048
Other current assets	17,645		29,276		(8,189)		—			—			21,593
					(17,139)
Total current assets	702,710		421,052		(17,139)		(8,078)			—			1,098,545
Property, plant and equipment:
Oil and natural gas properties, at cost
Proved	12,998,672		—		14,429,480		(12,236,467)		(c)	—			15,271,158
					79,473
Evaluated properties	—		14,429,480		(14,429,480)		—			—			—
Unproved	376,362		—		132,800		(100,422)		(c)	—			408,740
Unevaluated properties not being depleted	—		132,800		(132,800)		—			—			—
Oil and natural gas properties, at cost	13,375,034		14,562,280		79,473		(12,336,889)			—			15,679,898
Field and other property and equipment, at cost	232,981		—		17,139		—			—			291,697
					41,577
Midstream and other fixed assets, net	—		121,050		(41,577)		—			—			—
					(79,473)
Total property, plant and equipment	13,608,015		14,683,330		17,139		(12,336,889)			—			15,971,595
Less: accumulated depreciation, depletion, amortization and impairment	(4,740,549)		—		(10,509,728)		10,509,728		(c)	—			(4,740,549)
Less accumulated depletion and impairment	—		(10,509,728)		10,509,728		—			—			—
Property, plant and equipment, net	8,867,466		4,173,602		17,139		(1,827,161)			—			11,231,046
Derivative assets – noncurrent	2,652		—		20,960		—			—			23,612
Derivatives	—		20,960		(20,960)		—			—			—
Investments in equity affiliates	13,766		—		—		—			—			13,766
Deferred income taxes	—		5,971		—		172,638		(d)	—			178,609
Other assets	107,608		—		95,547		(9,088)		(e)	—			194,067
Operating lease right-of-use assets	—		65,669		(65,669)		—			—			—
Other noncurrent assets, net	—		29,878		(29,878)		—			—			—
TOTAL ASSETS	$	9,694,202	$	4,717,132	$	—	$	(1,671,689)		$	—		$	12,739,645
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2025

(in thousands)

	Crescent<br>(Historical)		Vital<br>(Historical)		Vital Conforming and Reclass (a)		Transaction Accounting Adjustments			Financing Adjustments			Crescent Pro Forma Combined
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	762,136	$	195,566	$	236,189	$	22,700	(f)				$	1,216,591
Accrued capital expenditures	—		93,390		(93,390)		—			—			—
Undistributed revenue and royalties	—		142,799		(142,799)		—			—			—
Accounts payable – affiliates	26,259		—		—		2,250		(g)	—			28,509
Derivative liabilities – current	6,719		—		—		—			—			6,719
Financing lease obligations – current	3,637		—		5,783		—			—			9,420
Other current liabilities	65,447		81,637		(5,783)		—			—			169,388
					28,087
Operating lease liabilities	—		28,087		(28,087)		—			—			—
Total current liabilities	864,198		541,479		—		24,950			—			1,430,627
Long-term debt	3,221,409		—		2,282,320		23,258		(e)	—		(k)	5,526,987
Long-term debt, net	—		2,282,320		(2,282,320)		—			—			—
Derivative liabilities – noncurrent	13,789		—		25,837		—			—			39,626
Derivatives	—		25,837		(25,837)		—			—			—
Asset retirement obligations	483,562		76,040		—		19,729		(c)	—			579,331
Deferred tax liability	564,442		—		—		(564,442)		(d)	—			—
Financing lease obligations – noncurrent	1,511		—		4,248		—			—			5,759
Other liabilities	66,410		—		(4,248)		—			—			97,400
					35,238
Operating lease liabilities	—		29,218		(29,218)		—			—			—
Other noncurrent liabilities	—		6,020		(6,020)		—			—			—
Total liabilities	5,215,321		2,960,914		—		(496,505)			—			7,679,730
Equity:
Class A common stock, par value	26		—		—		7		(h)	—			33
Common stock	—		387		—		(387)		(i)	—			—
Preferred stock	—		—		—		—			—			—
Treasury stock	(66,316)		—		—		—			—			(66,316)
Additional paid-in capital	4,521,169		3,833,813		—		619,952		(h)	—			5,238,111
							(3,833,813)		(i)
							96,990		(j)
Retained earnings (accumulated deficit)	15,705		(2,077,982)		—		(3,528)		(b)	—			(120,210)
							(22,700)		(f)
							(2,250)		(g)
							(10,447)		(h)
							2,077,982		(i)
							(96,990)		(j)
Noncontrolling interests	8,297		—		—		—			—			8,297
Total equity	4,478,881		1,756,218		—		(1,175,184)			—			5,059,915
TOTAL LIABILITIES AND EQUITY	$	9,694,202	$	4,717,132	$	—	$	(1,671,689)		$	—		$	12,739,645

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2025

(in thousands, except per share data)

	Crescent Pro Forma Combined Prior to Mergers		Vital<br>(Historical)		Vital Conforming and Reclass (a)		Transaction Accounting Adjustments			Financing Adjustments			Crescent Pro Forma Combined
Revenues:
Oil	$	1,856,372	$	—	$	1,155,448	$	—		$	—		$	3,011,820
Oil sales	—		1,155,448		(1,155,448)		—			—			—
Natural gas	491,849		—		47,175		—			—			539,024
Natural gas sales	—		47,175		(47,175)		—			—			—
Natural gas liquids	300,062		—		155,714		—			—			455,776
NGL sales	—		155,714		(155,714)		—			—			—
Midstream and other	107,091		—		4,296		—			—			111,387
Other operating revenues	—		4,296		(4,296)		—			—			—
Total revenues	2,755,374		1,362,633		—		—			—			4,118,007
Expenses:
Lease operating expense	489,302		325,494		(51,170)		—			—			763,626
Workover expense	58,911		—		51,170		—			—			110,081
Asset operating expense	74,144		—		—		—			—			74,144
Gathering, transportation and marketing	306,245		—		50,206		—			—			356,451
Oil transportation and marketing expenses	—		31,296		(31,296)		—			—			—
Gas gathering, processing and transportation expenses	—		18,910		(18,910)		—			—			—
Production and other taxes	172,528		—		80,106		—			—			252,634
Production and ad valorem taxes	—		80,106		(80,106)		—			—			—
Depreciation, depletion and amortization	885,297		—		556,840		(386,397)		(b)	—			1,058,723
					2,983
Depletion, depreciation and amortization	—		556,840		(556,840)		—			—			—
Impairment of oil and natural gas properties	122,159		—		1,005,242		—			—			1,127,401
Impairment expense	—		1,005,242		(1,005,242)		—			—			—
Exploration expense	6,882		—		—		1,749			—			8,631
Midstream and other operating expense	86,639		—		7,191		—			—			93,830
Other operating expenses, net	—		10,456		(7,191)		—			—			—
					(2,983)
					(282)
General and administrative expense	255,657		—		76,144		25,758		(d)	—			375,537
							17,978		(c)
General and administrative	—		71,517		(71,517)		—			—			—
Organizational restructuring expenses	—		4,627		(4,627)		—			—			—
Gain on sale of assets	(11,131)		—		(2,050)		—			—			(13,181)
Total expenses	2,446,633		2,104,488		(2,332)		(340,912)			—			4,207,877
Gain (loss) on disposal of assets, net	—		2,050		(2,050)		—			—			—
Income (loss) from operations	308,741		(739,805)		282		340,912			—			(89,870)
Other income (expense):
Gain on derivatives	163,259		—		169,233		—			—			332,492
Gain (loss) on derivatives, net	—		169,233		(169,233)		—			—			—
Interest expense	(224,426)		(150,228)		—		—			2,684		(i)	(371,970)
Loss from extinguishment of debt	(29,248)		—		—		—			—			(29,248)
Other income (expense)	440		—		2,215		—			—			2,655
Other income (expense), net	—		2,215		(2,215)		—			—			—
Income (loss) from equity affiliates	1,695		—		(282)		—			—			1,413

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2025

(in thousands, except per share data)

	Crescent Pro Forma Combined Prior to Mergers		Vital<br>(Historical)		Vital Conforming and Reclass (a)		Transaction Accounting Adjustments			Financing Adjustments			Crescent Pro Forma Combined
Total other income (expense)	(88,280)		21,220		(282)		—			2,684			(64,658)
Income (loss) before taxes	220,461		(718,585)		—		340,912			2,684			(154,528)
Income tax benefit (expense)	(43,410)		(236,346)		—		(74,919)		(e)	(590)		(e)	(355,265)
Net income (loss)	177,051		(954,931)		—		265,993			2,094			(509,793)
Less: net (income) loss attributable to noncontrolling interests	(2,526)		—		—		—			—			(2,526)
Less: net (income) loss attributable to redeemable noncontrolling interests	(19,777)		—		—		25,036		(f)	(181)		(f)	5,078
Net income (loss) attributable to Crescent Energy	$	154,748	$	(954,931)	$	—	$	291,029		$	1,913		$	(507,241)
Net income (loss) per share:
Class A common stock – basic	$	0.66											$	(1.65)	(g)
Class A common stock – diluted	$	0.65											$	(1.65)	(g)
Class B common stock – basic and diluted	$	—											$	—
Basic			$	(25.32)
Diluted			$	(25.32)
Weighted average common shares outstanding:
Class A common stock – basic	233,881												306,800		(g)
Class A common stock – diluted	236,648												306,800		(g)
Class B common stock – basic and diluted	22,207												22,207
Basic			37,714
Diluted			37,714

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2024

(in thousands, except per share data)

	Crescent Pro Forma Combined Prior to Mergers		Vital Pro Forma Combined Prior to Mergers		Vital Conforming and Reclass (a)		Transaction Accounting Adjustments			Financing Adjustments			Crescent Pro Forma Combined
Revenues:
Oil	$	2,954,858	$	—	$	1,961,059	$	—		$	—		$	4,915,917
Oil sales	—		1,961,059		(1,961,059)		—			—			—
Natural gas	466,991		—		32,212		—			—			499,203
Natural gas sales	—		32,212		(32,212)		—			—			—
Natural gas liquids	414,360		—		191,454		—			—			605,814
NGL sales	—		191,454		(191,454)		—			—			—
Midstream and other	134,254		—		18,069		—			—			152,323
Sales of purchased oil	—		12,745		(12,745)		—			—			—
Other operating revenues	—		5,324		(5,324)		—			—			—
Total revenues	3,970,463		2,202,794		—		—			—			6,173,257
Expenses:
Lease operating expense	661,731		497,146		(85,269)		—			—			1,073,608
Workover expense	73,312		—		85,269		—			—			158,581
Asset operating expense	103,220		—		—		—			—			103,220
Gathering, transportation and marketing	404,282		—		69,840		—			—			474,122
Oil transportation and marketing expenses	—		49,140		(49,140)		—			—			—
Gas gathering, processing and transportation expenses	—		20,700		(20,700)		—			—			—
Production and other taxes	227,496		—		129,322		—			—			356,818
Production and ad valorem taxes	—		129,322		(129,322)		—			—			—
Depreciation, depletion and amortization	1,115,445		—		818,591		(597,252)		(b)	—			1,340,993
					4,209
Depletion, depreciation and amortization	—		818,591		(818,591)		—			—			—
Impairment expense	161,542		481,305		—		—			—			642,847
Exploration expense	16,591		—		—		3,166			—			19,757
Midstream and other operating expense	110,136		—		17,174		—			—			127,310
Costs of purchased oil	—		13,243		(13,243)		—			—			—
Other operating expenses, net	—		9,056		(3,931)		—			—			—
					(4,209)
					(916)
Organizational restructuring expenses	—		795		(795)		—			—			—
General and administrative expense	433,395		—		106,266		20,815		(c)	—			684,133
							86,982		(d)
							36,675		(h)
General and administrative	—		105,471		(105,471)		—			—			—
Gain on sale of assets	(29,430)		—		(1,513)		—			—			(30,943)
Total expenses	3,277,720		2,124,769		(2,429)		(449,614)			—			4,950,446
Gain (loss) on disposal of assets, net	—		1,513		(1,513)		—			—			—
Income from operations	692,743		79,538		916		449,614			—			1,222,811
Other income (expense):
Gain (loss) on derivatives	(106,308)		—		19,810		—			—			(86,498)
Gain (loss) on derivatives, net	—		19,810		(19,810)		—			—			—
Interest expense	(341,419)		(209,758)		—		—			(978)		(i)	(552,155)

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2024

(in thousands, except per share data)

	Crescent Pro Forma Combined Prior to Mergers		Vital Pro Forma Combined Prior to Mergers		Vital Conforming and Reclass (a)		Transaction Accounting Adjustments			Financing Adjustments			Crescent Pro Forma Combined
Loss from extinguishment of debt	(59,095)		—		(66,115)		—			—			(125,210)
Loss on extinguishment of debt, net	—		(66,115)		66,115		—			—			—
Other income	3,315		—		7,275		—			—			10,590
Other income (expense), net	—		7,275		(7,275)		—			—			—
Income (loss) from equity affiliates	729		—		(916)		—			—			(187)
Total other income (expense)	(502,778)		(248,788)		(916)		—			(978)			(753,460)
Income (loss) before taxes	189,965		(169,250)		—		449,614			(978)			469,351
Income tax benefit (expense)	(24,969)		36,545		—		(98,807)		(e)	215		(e)	(87,016)
Net income (loss)	164,996		(132,705)		—		350,807			(763)			382,335
Less: net loss attributable to noncontrolling interests	1,215		—		—		—			—			1,215
Less: net (income) loss attributable to redeemable noncontrolling interests	(81,278)		—		—		(65,728)		(f)	222		(f)	(146,784)
Preferred stock dividends	—		(652)		—		—			—			(652)
Net income (loss) attributable to Crescent Energy	$	84,933	$	(133,357)	$	—	$	285,079		$	(541)		$	236,114
Net income (loss) per share:
Class A common stock – basic	$	0.51											$	0.98	(g)
Class A common stock – diluted	$	0.51											$	0.98	(g)
Class B common stock – basic and diluted	$	—											$	—
Basic			$	(3.63)
Diluted			$	(3.63)
Weighted average common shares outstanding:
Class A common stock – basic	166,401												239,940		(g)
Class A common stock – diluted	166,401												239,940		(g)
Class B common stock – basic and diluted	70,519												70,519
Basic			36,725
Diluted			36,725

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

Notes to unaudited pro forma condensed combined financial statements

NOTE 1 – Basis of pro forma presentation

The pro forma financial statements have been derived from the historical financial statements of Crescent and Vital, the pro forma statements of operations included within Exhibit 99.1 in this Current Report on Form 8-K dated November 5, 2025 for the Previous Crescent Acquisitions and the pro forma statement of operations included in Exhibit 99.2 to Vital’s Annual Report on Form 10-K dated February 24, 2025 for the Point Acquisition. The pro forma balance sheet as of September 30, 2025 gives effect to (i) the Mergers and (ii) the RCF Draw as if each had occurred on September 30, 2025. The pro forma statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 give effect to the Pro Forma Transactions as if each had occurred on January 1, 2024.

The pro forma financial statements reflect pro forma adjustments that are based on available information and certain assumptions that management believes are reasonable. However, actual results may differ from those reflected in these pro forma financial statements. In management’s opinion, all adjustments known to date that are necessary to fairly present the pro forma information have been made. The pro forma financial statements do not purport to represent what the combined entity’s results of operations would have been if the Pro Forma Transactions had actually occurred on the dates indicated above, nor are they indicative of Crescent’s future results of operations.

These pro forma financial statements should be read in conjunction with the historical financial statements, and related notes thereto, of Crescent, Vital, Ridgemar, SilverBow, and the Point Properties for the periods presented.

NOTE 2 – Pro forma acquisition accounting

The Mergers will be accounted for using the acquisition method of accounting for business combinations in accordance with ASC 805 with Crescent considered to be the accounting acquirer. The allocation of the preliminary estimated purchase price for Vital is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed as of September 30, 2025 using currently available information. Because the pro forma financial statements have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on Crescent’s financial position and results of operations may differ significantly from the pro forma amounts included in this Current Report on Form 8-K. Crescent’s estimate as of the date of this Current Report on Form 8-K is that the fair value of the net assets and liabilities acquired is greater than the purchase price. Crescent expects to finalize its allocation of the purchase price as soon as practicable after completion of the Mergers.

The preliminary purchase price allocation is subject to change as a result of several factors, including but not limited to:

•changes in the estimated fair value and number of shares of Crescent Class A Common Stock issued as merger consideration to Vital stockholders, based on the number of shares of Vital Common Stock outstanding and the share price of Crescent Class A Common Stock at the Closing Date;

•changes in the estimated fair value of Vital’s assets acquired and liabilities assumed as of the Closing Date of the Mergers, which could result from changes in future oil and natural gas commodity prices, reserve estimates, interest rates, and other factors;

•the tax basis of Vital’s assets and liabilities as of the Closing Date; and

•certain of the factors described in “Risk Factors” included in the joint proxy statement/prospectus filed by Crescent and Vital on Form S-4 dated September 19, 2025, as amended by the joint proxy statement/prospectus filed on Form S-4/A dated October 22, 2025.

The preliminary determination of consideration transferred and the fair value of assets acquired and liabilities assumed that are expected to be recorded are as follows (in thousands, except exchange ratio, share, and per share data):

Consideration transferred:	The Mergers
Equity consideration:
Shares of Vital Common Stock outstanding, excluding Vital Equity Awards	37,693,886
Exchange Ratio	1.906
Crescent Class A Common Stock issued for outstanding shares of Vital Common Stock	71,852,085
Closing price of Crescent Class A Common Stock on October 31, 2025	$	8.43
Merger Consideration, excluding Vital Equity Awards	$	605,713
Settlement of Vital Equity Awards	8,349
Consideration transferred	$	614,062
Fair value of assets acquired:
Cash and cash equivalents	$	14,697
Accounts receivable	227,747
Derivatives assets	170,292
Oil and natural gas properties - proved	2,272,486
Oil and natural gas properties - unproved	32,378
Field and other property and equipment	58,716
Deferred tax asset	743,051
Other assets	98,596
Total assets acquired	3,617,963
Fair value of liabilities assumed:
Accounts payable and accrued liabilities	(431,755)
Derivative liabilities	(25,837)
Long-term debt	(2,305,578)
Asset retirement obligations	(95,769)
Other liabilities	(144,962)
Total liabilities assumed	(3,003,901)
Fair value of assets acquired and liabilities assumed	$	614,062

The final value of consideration transferred will be determined based on the actual number and market price of shares of Crescent Class A Common Stock issued on the Closing Date. A 10% increase or decrease in the closing price of shares of Crescent Class A Common Stock, as compared to the October 31, 2025 closing price of $8.43, would increase or decrease the purchase price by approximately $61.0 million.

NOTE 3 – Adjustments to the pro forma financial statements

The pro forma financial statements have been prepared to illustrate the effects of the Pro Forma Transactions and have been prepared for informational purposes only.

The preceding pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X which requires the presentation of adjustments to account for the pro forma transactions (“Transaction Accounting Adjustments”) along with the certain financing transactions (“Financing Adjustments”) and allows for supplemental disclosure of the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management Adjustments”). Management has elected not to present Management Adjustments.

Pro forma balance sheet adjustments as of September 30, 2025

The adjustments included in the pro forma balance sheet as of September 30, 2025 are as follows:

Vital Conforming and Reclassification Adjustments

(a)Reflects adjustments to conform Vital’s historical presentation with Crescent’s financial statement presentation, including certain amounts that were presented by Vital as inventory but are considered part of field and other property and equipment by Crescent.

Transaction Accounting Adjustments

(b)Reflects an adjustment to cash and related impacts to retained earnings for the settlement of Vital’s cash-settled performance share units (the “Vital PSU Awards”) and Vital’s deferred stock awards (the “Vital Director Deferred Stock Awards”) pursuant to the terms of the Merger Agreement.

(c)Reflects the elimination of the historical cost and records Vital’s oil and natural gas properties, as well as field and other property and equipment, at fair value in accordance with the acquisition method of accounting. Additionally, this adjustment reflects the impact of the remeasurement of the asset retirement obligation (“ARO”) liability. The ARO liability adjustment reflects the future cash flows to retire the oil and natural gas properties at the end of their useful life, and asset retirement costs are capitalized within oil and natural gas properties as an offset to the initial recognition of the ARO liability.

(d)Reflects adjustments to record deferred tax assets of $743.1 million related to the tax attributes acquired in the Mergers.

(e)Reflects the write-off of Vital’s unamortized debt issuance costs, premium and discount related to its long-term debt assumed in the Mergers that is recorded at fair value.

(f)Reflects the accrual of one-time, nonrecurring costs of $22.7 million related to Crescent’s estimated transaction costs for the Mergers. Estimated transaction costs are based on preliminary estimates, and the final amounts and the resulting effect on Crescent’s financial position may differ significantly. These incremental costs are not yet reflected in the historical consolidated balance sheets of Crescent as of September 30, 2025 and represent costs in excess of incurred costs of $7.1 million. The estimated incremental transaction costs are reflected in the pro forma balance sheet as an increase to accounts payable and accrued liabilities as these costs will be expensed by Crescent as incurred.

(g)Reflects the increase to Crescent's Management Fee and related impacts to retained earnings resulting from the Mergers.

(h)Reflects the issuance of Crescent Class A Common Stock as Merger Consideration, including one-time, nonrecurring costs related to the recognition of post-combination compensation expense totaling $10.4 million for the settlement of the Vital’s restricted stock awards (the “Vital RS Awards”).

(i)Reflects the elimination of the historical equity balances of Vital.

(j)Reflects adjustments to record the cumulative catch up for compensation cost related to the change in estimate for the target shares underlying Crescent's Manager Incentive Plan resulting from the issuance of additional shares of Crescent Class A Common Stock.

Financing Adjustments

(k)Reflects pro forma adjustments for the RCF Draw to repay outstanding amounts borrowed under the Vital Revolving Credit Facility of $705.0 million. Crescent intends to pay off and terminate the Vital Revolving Credit Facility in connection with closing the Mergers with cash on hand.

Pro forma statements of operations adjustments for the nine months ended September 30, 2025 and for the year ended December 31, 2024

The adjustments included in the pro forma statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 are as follows:

Vital Conforming and Reclassification Adjustments

(a)Reflects adjustments to conform Vital’s historical presentation with Crescent’s financial statement presentation.

Transaction Accounting Adjustments

(b)Reflects pro forma depletion expense calculated in accordance with the successful efforts method of accounting for oil and gas properties. Additionally, the adjustment reflects the increase in accretion expense related to the higher asset retirement obligation liability which was adjusted to reflect Crescent’s internal estimates, discount rate, and useful life estimate.

(c)Reflects the impact on general and administrative expense and exploration expense related to costs capitalized by Vital under the full cost method of accounting for oil and gas properties to conform to Crescent’s accounting under the successful efforts method.

(d)Reflects the impact on general and administrative expense related to increases in Crescent's Management Fee and the Manager Incentive Plan related to the issuance of additional shares of Crescent Class A Common Stock as Merger Consideration.

(e)Reflects the income tax effect of the pro forma adjustments presented. The tax rate applied to the pro forma adjustments for the nine months ended September 30, 2025 and for the year ended December 31, 2024 was the estimated combined federal and state statutory rate of 22.0%. The effective rate of Crescent in the future could be significantly different (either higher or lower) depending on a variety of factors.

(f)Reflects the impact of the allocation of net income attributable to redeemable noncontrolling interests related to the change in Crescent's ownership of Crescent Energy OpCo LLC resulting from the issuance of additional shares of Crescent Class A Common Stock.

(g)Reflects the impact to the allocation of net income attributable to Crescent and the computation of basic and diluted net income (loss) per share for the issuance of 71.9 million additional shares of Crescent Class A Common Stock related to outstanding shares of Vital common stock and 1.7 million additional shares of Crescent Class A Common Stock related to the settlement of Vital’s equity awards.

(h)Reflects the impact to general and administrative expense of one-time, nonrecurring costs for post-combination compensation cost related to the settlement of the Vital RS Awards and the Vital PSU Awards pursuant to the Merger Agreement for $14.0 million and Crescent’s estimated transaction costs of $22.7 million.

Financing Adjustments

(i)Reflects the pro forma impact of the RCF Draw to repay outstanding amounts borrowed under the Vital Revolving Credit Facility.

NOTE 4 – Supplemental unaudited pro forma oil and natural gas reserves information

Oil and natural gas reserves

The following tables present the estimated unaudited pro forma net proved developed and undeveloped oil, natural gas, and NGL reserves information as of December 31, 2024 for Crescent's consolidated operations, along with a summary of changes in quantities of net remaining proved reserves for the year ended December 31, 2024. Crescent's equity affiliates had no proved oil, natural gas, and NGL reserves as of December 31, 2023 and 2024. The

disclosures below are derived from the “Oil and natural gas reserves” for the year ended December 31, 2024 included within Exhibit 99.1 in this Current Report on Form 8-K dated November 5, 2025 and Vital’s Annual Report on Form 10-K. The estimates below are in certain instances presented on a “barrels of oil equivalent or “Boe” basis. To determine Boe in the following tables, natural gas is converted to a crude oil equivalent at the ratio of six Mcf of natural gas to one barrel of crude oil equivalent.

The unaudited pro forma oil and natural gas reserves information is not necessarily indicative of the results that might have occurred had the Pro Forma Transactions been completed on January 1, 2024 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors” included in Crescent’s and Vital’s Annual Reports on Form 10-K.

The unaudited pro forma net proved developed and undeveloped oil, natural gas, and NGL reserves as of December 31, 2023 and 2024 and the changes in the pro forma quantities of net remaining proved reserves for the year ended December 31, 2024 are as follows:

	Oil and Condensate (MBbls)
	Crescent Pro Forma Combined Prior to Mergers	Vital (Historical)	Point Acquisition Adjustments	Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2023	389,929	159,783	62,054	611,766
Revisions of previous estimates	(36,789)	(24,165)	(20,694)	(81,648)
Extensions, discoveries, and other additions	37,345	29,119	—	66,464
Sales of reserves in place	(3,344)	—	—	(3,344)
Purchases of reserves in place	11,401	40,988	(38,482)	13,907
Production	(40,646)	(22,585)	(2,878)	(66,109)
December 31, 2024	357,896	183,140	—	541,036
Proved Developed Reserves as of:
December 31, 2023	250,074	104,993	21,860	376,927
December 31, 2024	231,586	118,966	—	350,552
Proved Undeveloped Reserves as of:
December 31, 2023	139,855	54,790	40,194	234,839
December 31, 2024	126,310	64,174	—	190,484
	Natural Gas (MMcf)
---	---	---	---
	Crescent Pro Forma Combined Prior to Mergers	Vital (Historical)	Point Acquisition Adjustments	Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2023	2,913,607	742,182	83,656	3,739,445
Revisions of previous estimates	(1,099,935)	(55,420)	(15,363)	(1,170,718)
Extensions, discoveries, and other additions	94,821	109,190	—	204,011
Sales of reserves in place	(5,318)	—	—	(5,318)
Purchases of reserves in place	9,409	77,751	(64,940)	22,220
Production	(250,452)	(78,794)	(3,353)	(332,599)
December 31, 2024	1,662,132	794,909	—	2,457,041
Proved Developed Reserves as of:
December 31, 2023	1,813,178	555,472	32,986	2,401,636
December 31, 2024	1,383,829	587,785	—	1,971,614
Proved Undeveloped Reserves as of:
December 31, 2023	1,100,429	186,710	50,670	1,337,809
December 31, 2024	278,303	207,124	—	485,427			Natural Gas Liquids (MBbls)
---	---	---
	Crescent Pro Forma Combined Prior to Mergers	Vital (Historical)	Point Acquisition Adjustments	Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2023	183,399	121,403	17,907	322,709
Revisions of previous estimates	(23,552)	(2,402)	(4,511)	(30,465)
Extensions, discoveries, and other additions	15,013	18,859	—	33,872
Sales of reserves in place	(767)	—	—	(767)
Purchases of reserves in place	1,541	15,060	(12,646)	3,955
Production	(17,865)	(13,270)	(750)	(31,885)
December 31, 2024	157,769	139,650	—	297,419
Proved Developed Reserves as of:
December 31, 2023	133,785	89,449	6,645	229,879
December 31, 2024	116,603	101,229	—	217,832
Proved Undeveloped Reserves as of:
December 31, 2023	49,614	31,954	11,262	92,830
December 31, 2024	41,166	38,421	—	79,587
	Total (MBoe)
---	---	---
	Crescent Pro Forma Combined Prior to Mergers	Vital (Historical)	Point Acquisition Adjustments	Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2023	1,058,928	404,883	93,904	1,557,715
Revisions of previous estimates	(243,660)	(35,805)	(27,766)	(307,231)
Extensions, discoveries, and other additions	68,162	66,177	—	134,339
Sales of reserves in place	(4,998)	—	—	(4,998)
Purchases of reserves in place	14,510	69,007	(61,951)	21,566
Production	(100,253)	(48,987)	(4,187)	(153,427)
December 31, 2024	792,689	455,275	—	1,247,964
Proved Developed Reserves as of:
December 31, 2023	686,055	287,021	34,003	1,007,079
December 31, 2024	578,829	318,159	—	896,988
Proved Undeveloped Reserves as of:
December 31, 2023	372,873	117,862	59,901	550,636
December 31, 2024	213,860	137,116	—	350,976

Standardized measure of discounted future net cash flows

The following tables present the estimated unaudited pro forma standardized measure of discounted future net cash flows (the “pro forma standardized measure”) at December 31, 2024. The pro forma standardized measure information set forth below gives effect to the Pro Forma Transactions as if they had been completed on January 1, 2024. Transaction Adjustments reflect adjustments related to the tax effects resulting from the Pro Forma Transactions. The disclosures below are derived from the “Standardized measure of discounted future net cash flows” for the year ended December 31, 2024 included within Exhibit 99.1 in this Current Report on Form 8-K dated November 5, 2025 and Vital’s Annual Report on Form 10-K. An explanation of the underlying methodology applied, as required by SEC regulations, can be found within the historical financial statements included in Crescent’s and Vital’s Annual Report on Form 10-K. The calculations assume the continuation of existing economic, operating and contractual conditions at December 31, 2024.

The pro forma standardized measure is not necessarily indicative of the results that might have occurred had the Pro Forma Transactions been completed on January 1, 2024 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors” included in Crescent’s and Vital’s Annual Reports on Form 10-K.

The pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves as of December 31, 2024 is as follows:

	(in thousands)
	Crescent Pro Forma Combined Prior to Mergers		Vital (Historical)		Crescent Pro Forma Combined
Future cash inflows	$	32,864,244	$	16,640,461	$	49,504,705
Future production costs	(14,694,969)		(6,466,648)		(21,161,617)
Future development costs (1)	(4,406,269)		(2,155,788)		(6,562,057)
Future income taxes	(1,307,397)		(538,142)		(1,845,539)
Future net cash flows	$	12,455,609	$	7,479,883	$	19,935,492
Annual discount of 10% for estimated timing	(5,356,677)		(3,264,563)		(8,621,240)
Standardized measure of discounted future net cash flows as of December 31, 2024	$	7,098,932	$	4,215,320	$	11,314,252

______________

(1)Future development costs include future abandonment and salvage costs.

Changes in standardized measure

The disclosures below are derived from the “Changes in standardized measure” for the year ended December 31, 2024 included within Exhibit 99.1 in this Current Report on Form 8-K dated November 5, 2025 and Vital’s Annual Report on Form 10-K. The changes in the pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the year ended December 31, 2024 are as follows:

	(in thousands)
	Crescent Pro Forma Combined Prior to Mergers		Vital (Historical)		Point Acquisition Adjustments		Crescent Pro Forma Combined
Balance at December 31, 2023	$	8,689,031	$	4,150,838	$	1,575,154	$	14,415,023
Net change in prices and production costs	(76,484)		(877,407)		(332,957)		(1,286,848)
Net change in future development costs	33,866		(48,987)		—		(15,121)
Sales and transfers of oil and natural gas produced, net of production expenses	(2,452,594)		(1,308,530)		(188,992)		(3,950,116)
Extensions, discoveries, additions and improved recovery, net of related costs	725,993		412,846		—		1,138,839
Purchases of reserves in place	230,602		982,594		(886,560)		326,636
Sales of reserves in place	(70,549)		—		—		(70,549)
Revisions of previous quantity estimates	(1,273,762)		(105,561)		(513,041)		(1,892,364)
Previously estimated development costs incurred	786,004		461,230		267,854		1,515,088
Net change in taxes	(352,573)		43,168		—		(309,405)
Accretion of discount	801,095		448,835		78,542		1,328,472
Changes in timing and other	58,303		56,294		—		114,597
Balance at December 31, 2024	$	7,098,932	$	4,215,320	$	—	$	11,314,252