crgy-20250623
0001866175False00018661752025-06-232025-06-23

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 23, 2025
Crescent Energy Company
(Exact name of registrant as specified in its charter)
Delaware001-4113287-1133610
(State or other jurisdiction
of incorporation)		(Commission File Number)(I.R.S. Employer
Identification No.)
600 Travis Street, Suite 7200
Houston, Texas    77002
(address of principal executive offices) (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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communication 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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Class A Common Stock, par value $0.0001 per shareCRGYThe 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.
On June 23, 2025, in connection with the Notes Offering (as defined below), Crescent Energy Company (NYSE: CRGY) (the “Company,” “we,” “our” or “us”) provided certain updated disclosures to potential investors, the relevant excerpts of which are set forth below in Item 8.01 and are incorporated into this Item 2.02 by reference.
This Current Report provides a pro forma statement of operations of the Company for the three months ended March 31, 2025, as described in Item 8.01 below and which is incorporated into this Item 2.02 by reference, giving effect to the acquisition contemplated by the membership interest purchase agreement, dated December 3, 2024, by and among Crescent Energy Finance LLC, an indirect subsidiary of the Company (“CE Finance”), the Company, Ridgemar Energy Operating, LLC and Ridgemar (Eagle Ford) LLC (“Ridgemar”), pursuant to which the Company acquired Ridgemar (the “Ridgemar Acquisition”). The Ridgemar Acquisition was consummated on January 31, 2025. The pro forma statement of operations gives effect to the Ridgemar Acquisition as if it had been consummated on January 1, 2024 and is being updated for purposes of the Notes Offering.
The information contained in this Item 2.02 shall not be deemed to be “filed” for purposes 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.
On June 23, 2025, CE Finance issued a news release announcing that, subject to market conditions, CE Finance intends to offer (the “Notes Offering”) for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act to eligible purchasers $500 million aggregate principal amount of Senior Notes due 2034. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On June 23, 2025, CE Finance issued a news release announcing that it has commenced a cash tender offer to purchase up to $500,000,000 aggregate principal amount of its outstanding 9.250% Senior Notes due 2028 (the “Tender Offer”). A copy of the news release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
In addition, the information contained in Item 2.02 and 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, including Exhibits 99.1 and 99.2, 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.
Pro Forma Financials
This Current Report on Form 8-K provides a pro forma statement of operations, giving effect to the Ridgemar Acquisition, attached as Exhibit 99.3 hereto:
•Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2025 and the year ended December 31, 2024; and
•Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.
The pro forma statement of operations giving effect to the Ridgemar Acquisition as if it had been consummated on January 1, 2024 are being updated for purposes of the Notes Offering.
The Notes Offering
On June 23, 2025, in connection with the Notes Offering, the Company provided certain updated disclosures to potential investors, the relevant excerpts of which are set forth below.
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******
Based on forecasts used in our reserve report and Ridgemar’s reserve report, our proved developed producing (“PDP”) reserves as of December 31, 2024 have estimated average five-year and ten-year annual decline rates of approximately 17% and approximately 13%, respectively, and an estimated 2025 PDP decline rate of approximately 26%.
******
Our portfolio of assets:
•during the year ended December 31, 2024, generated $137.7 million of net loss, $1,223.1 million of net cash provided by operating activities, $1,598.3 million of Adjusted EBITDAX and $630.2 million of Levered Free Cash Flow (or $164.7 million of net income, $2,385.3 million of Adjusted EBITDAX and $659.2 million of Levered Free Cash Flow, after giving effect to the Ridgemar Acquisition and the series of transactions pursuant to which the Company acquired SilverBow Resources, Inc.).
******
While many of our peers have historically outspent their cash flows, we have averaged a reinvestment rate, which we define as our historical capital expenditures (excluding acquisitions) over a specified period as a percentage of our historical Adjusted EBITDAX for such period, of approximately 42% of Adjusted EBITDAX since 2020.
******
The table below illustrates the aggregate reserve volumes associated with our proved assets as of December 31, 2024.
Operating Area
Net Proved Reserves(1)(2)(3)
% Oil & Liquids(1)(2)(3)
Net PD Reserves(1)(2)(3)
2024 Total Net Production
SEC Net PD PV-10(1)(2)(3)
NYMEX(5)(6) Net PD PV-10(1)(2)(3)(4)

(MMBoe)(MMBoe)(MBoe)(MM)(MM)
Eagle Ford
497 63 %336 38,708 $3,308 $2,855 
Rockies
114 68 %93 21,479 980 845 
Other(6)
98 52 %98 13,450 579 623 
Total excluding Ridgemar Assets
709 63 %527 73,637 $4,867 $4,324 
Ridgemar Assets
83 87 %52 7,012 1,149 844 
Total Including Ridgemar Assets
793 65%579 80,649 $6,016 $5,168 
__________________
(1)Our reserves and the pre-tax undiscounted present value of such reserves discounted at ten percent (“PV-10”) were determined by calculating the unweighted arithmetic average first date of the month prices for the prior 12 months, as adjusted by lease for quality, transportation fees, geographical differentials, marketing bonuses or deductions and other factors affecting the price received at the wellhead (“SEC Pricing”). For oil and natural gas liquids (“NGL”) volumes, the average West Texas Intermediate (“WTI”) posted price of $75.48 per barrel as of December 31, 2024, was adjusted for items such as gravity, quality, local conditions, gathering, transportation fees and distance from market. For natural gas volumes, the average Henry Hub Index spot price of $2.13 per MMBtu as of December 31, 2024, was similarly adjusted for items such as quality, local conditions, gathering, transportation fees and distance from market. All prices are held constant throughout the lives of the properties. The average adjusted product prices over the remaining lives of the properties are $72.69 per barrel of oil, $1.74 per Mcf of natural gas and $23.81 per barrel of NGLs.
(2)Ridgemar’s reserves and PV-10 were determined using SEC pricing. The 12-month 2024 average adjusted prices after differentials were $1.84 per Mcf of natural gas, $76.70 per barrel of oil, and $19.36 per barrel of NGL.
(3)Reflects the net proved and net proved developed present values reflected in our and Ridgemar’s respective proved reserve estimates as of December 31, 2024. PV-10 is not a financial measure prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) because it does not include the effects of income taxes on future revenues.
(4)Our New York Mercantile Exchange (“NYMEX”) reserves and PV-10 were determined using index prices for oil and natural gas, respectively, without giving effect to derivative transactions and were calculated based on settlement prices to better reflect the market expectations as of that date, as adjusted for our estimates of quality, transportation fees, and market differentials. The NYMEX reserves
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calculations are based on NYMEX futures pricing at closing on May 31, 2025 for oil and natural gas. The average adjusted product prices over the remaining lives of the properties are $57.68 per barrel of oil, $3.21 per Mcf of natural gas and $18.78 per barrel of NGLs as of May 31, 2025 for the Company. We believe that the use of forward prices provides investors with additional useful information about our reserves, as the forward prices are based on the market’s forward-looking expectations of oil and natural gas prices as of a certain date, although we caution investors that this information should be viewed as a helpful alternative, not a substitute, for the data presented based on SEC pricing.
(5)Ridgemar’s reserves, the pre-tax undiscounted present value of such reserves (“PV-0”) and PV-10 were determined using NYMEX pricing, without giving effect to derivative transactions and were calculated based on settlement prices to better reflect the market expectations as of that date, as adjusted for estimates of quality, transportation fees and market differentials. The NYMEX reserves calculations are based on NYMEX futures pricing at closing on May 31, 2025 for oil and natural gas. The average adjusted product prices over the remaining lives of the properties are $60.83 per barrel of oil, $3.52 per Mcf of natural gas and $14.50 per barrel of NGLs as of May 31, 2025 for Ridgemar. We believe that the use of forward prices provides investors with additional useful information about reserves estimates, as the forward prices are based on the market’s forward-looking expectations of oil and natural gas prices as of a certain date, although we caution investors that this information should be viewed as a helpful alternative, not as a substitute, for the data presented based on SEC pricing.
(6)Includes working interest properties located in Mid-Con, Barnett, California and Permian as well as diversified minerals.
******
For example, our current mineral acreage provides operational benefits, generating $64.7 million of revenues less direct operating expenses for the year ended December 31, 2024.
******
As of December 31, 2024 and including the net drilling locations gained through the Ridgemar Acquisition, we have identified 481 net locations as proved undeveloped drilling locations.
******
As of May 31, 2025, our derivative portfolio had an aggregate notional value of approximately $2.8 billion. We determine the fair value of our oil and natural gas commodity derivatives using valuation techniques that utilize market quotes and pricing analysis. Inputs include publicly available prices and forward price curves generated from a compilation of data gathered from third parties.
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The following table details our net volume positions by commodity as of May 31, 2025.
Production PeriodVolumes
Weighted Average Fixed Price
(in thousands)
Crude oil swaps – WTI (Bbls):
2025
8,721 $70.12
2025(1)
368 $76.50
2026
4,301 $68.71
2026(2)
3,468 $76.24
2027(3)
3,650 $75.00
Crude oil collars – WTI (Bbls):
2025
3,071 $62.28—$79.43
2026
273 $64.00—$71.50
Crude oil collars – Brent (Bbls):
2025
214 $65.00—$91.61
Natural gas swaps (MMBtu):
2025
40,808 $3.97
2026
98,320 $4.05
2027(4)
18,250 $4.19
Natural gas collars (MMBtu):
2025
43,114 $3.10—$5.75
2026
46,180 $3.08—$4.79
NGL swaps (Bbls):
2025
856 $23.88
Crude oil basis swaps (Bbls):
2025
9,934 $1.62
2026
3,831 $1.85
Natural gas basis swaps (MMBtu):
2025
66,843 $(0.29)
2026
114,910 $(0.42)
2027
47,450 $(0.36)
Calendar Month Average roll swaps (Bbls):
2025
9,928 $0.36
2026
1,825 $0.20
__________________
(1)Represents outstanding crude oil swap options exercisable by the counterparty until June 2025.
(2)Represents outstanding crude oil swap options exercisable by the counterparty until December 2025.
(3)Represents outstanding crude oil swap options exercisable by the counterparty until December 2026.
(4)Represents outstanding natural gas swap options exercisable by the counterparty until December 2026.
******
Summary reserve data based on NYMEX pricing
The following table provides our and Ridgemar’s historical reserves, PV-0 and PV-10 as of December 31, 2024 using NYMEX pricing, individually and on a combined basis. We have included this reserve sensitivity in order to provide an additional method of presentation of the fair value of the assets and the cash flows that are expected to be generated from those assets based on the market’s forward-looking pricing expectations as of May 31, 2025. SEC pricing does not reflect the oil and natural gas futures. We believe that the use of forward prices provides investors with additional useful information about our reserves, as the forward prices are based on the market’s forward-
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looking expectations of oil and natural gas prices as of a certain date, although we caution investors that this information should be viewed as a helpful alternative, not a substitute, for the data presented based on SEC pricing. In addition, we believe strip pricing provides relevant and useful information because it is widely used by investors in our industry as a basis for comparing the relative size and value of proved reserves to our peers and in particular addresses the impact of differentials compared with our peers. Our and Ridgemar’s respective estimated historical reserves, PV-0 and PV-10 based on NYMEX pricing, were otherwise prepared on the same basis as our and Ridgemar’s respective estimations based on SEC pricing reserves for the comparable period. Reserve estimates using NYMEX pricing are calculated using the internal systems of our management and have not been prepared or audited by an independent, third-party reserve engineer, but otherwise contain the same parameters, except for price and minor system differences.
As of December 31, 2024
Crescent(1)
Ridgemar(2)
Combined(3)
Net Proved Reserves:
Oil (MBbls)
265,426 58,228 323,654 
Natural gas (MMcf)
2,049,361 65,149 2,114,510 
NGLs (MBbls)
145,075 11,696 156,771 
Total Proved Reserves (MBoe)
752,062 80,782 832,844 
PV-0 (millions) (4)
$8,747 $1,823 $10,570 
PV-10 (millions) (4)
$5,182 $1,045 $6,227 
Net Proved Developed Reserves:
Oil (MBbls)
177,268 36,242 213,510 
Natural gas (MMcf)
1,827,411 39,536 1,866,947 
NGLs (MBbls)
113,633 7,088 120,721 
Total Proved Developed Reserves (MBoe)
595,471 49,919 645,390 
PV-0 (millions) (4)
$6,660 $1,302 $7,962 
PV-10 (millions) (4)
$4,324 $844 $5,168 
Net Proved Undeveloped Reserves:
Oil (MBbls)
88,158 21,986 110,144 
Natural gas (MMcf)
221,950 25,613 247,563 
NGLs (MBbls)
31,442 4,608 36,050 
Total Proved Undeveloped Reserves (MBoe)
156,591 30,863 187,454 
PV-0 (millions) (4)
$2,087 $521 $2,608 
PV-10 (millions) (4)
$858 $201 $1,059 
__________________
(1)Our NYMEX reserves, PV-0 and PV-10 were determined using NYMEX pricing, without giving effect to derivative transactions and were calculated based on settlement prices to better reflect the market expectations as of that date, as adjusted for our estimates of quality, transportation fees, and market differentials. The NYMEX reserves calculations are based on NYMEX pricing at closing on May 31, 2025 for oil and natural gas. The average adjusted product prices over the remaining lives of the properties are $57.68 per barrel of oil, $3.21 per Mcf of natural gas and $18.78 per barrel of NGLs as of May 31, 2025 for the Company. We believe that the use of forward prices provides investors with additional useful information about our reserves, as the forward prices are based on the market’s forward-looking expectations of oil and natural gas prices as of a certain date, although we caution investors that this information should be viewed as a helpful alternative, not as a substitute, for the data presented based on SEC pricing.
(2)Ridgemar’s reserves, PV-0 and PV-10 were determined using NYMEX pricing, without giving effect to derivative transactions and were calculated based on settlement prices to better reflect the market expectations as of that date. The NYMEX reserves calculations are based on NYMEX pricing at closing on May 31, 2025 for oil and natural gas. The average adjusted product prices over the remaining lives of the properties are $60.83 per barrel of oil, $3.52 per Mcf of natural gas and $14.50 per barrel of NGLs as of May 31, 2025 for Ridgemar. We believe that the use of forward prices provides investors with additional useful information about reserves estimates, as the forward prices are based on the market’s forward-looking expectations of oil and natural gas prices as of a certain date, although we caution investors that this information should be viewed as a helpful alternative, not as a substitute, for the data presented based on SEC pricing.
(3)Combined reserve data generally represents the arithmetic sum of the proved reserves, the standardized measure, PV-0 and PV-10 attributable to the Company and Ridgemar. The proved reserves of Ridgemar are based on its development plans and its reserve engineers’ reserve estimation methodologies. Because we will develop such proved reserves in accordance with our own development plan and, in the future, will estimate proved reserves in accordance with our own methodologies, the estimates presented herein for Ridgemar may not be
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representative of our future reserve estimates with respect to these properties or the reserve estimates we would have reported if we had owned such properties as of December 31, 2024.
(4)Present value (discounted at PV-0 and PV-10) is not a financial measure calculated in accordance with GAAP because it does not include the effects of income taxes on future net revenues. Neither PV-0 nor PV-10 represent an estimate of the fair market value of our oil and natural gas properties. Our PV-0 measurement does not provide a discount rate to estimated future cash flows. PV-0 therefore does not reflect the risk associated with future cash flow projections like PV-10 does. PV-0 should therefore only be evaluated in connection with an evaluation of our PV-10 of discounted future net cash flows. We believe that the presentation of PV-0 and PV-10 is relevant and useful to our investors about the future net cash flows of our reserves in the absence of a comparable measure such as standardized measure. We and others in our industry use PV-0 and PV-10 as a measure to compare the relative size and value of proved reserves held by companies without regard to the specific tax characteristics of such entities. Investors should be cautioned that neither of PV-0 and PV-10 represent an estimate of the fair market value of our proved reserves. GAAP does not prescribe any corresponding measure for PV-10 of reserves based on pricing other than SEC pricing. As a result, it is not practicable for us to reconcile our PV-10 using NYMEX pricing to standardized measure as determined in accordance with GAAP.
******
As of May 31, 2025, we had $435.0 million outstanding borrowings under CE Finance’s revolving credit facility, resulting in $1,545.1 million of remaining availability thereunder (net of $19.9 million in outstanding letters of credit).
Item 9.01.    Financial Statements and Exhibits.
(d)Exhibits
Exhibit No.Description
99.1
99.2
99.3
104Cover Page Interactive Data File (embedded within Inline XBRL document).
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SIGNATURES
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.
Date: June 23, 2025
CRESCENT ENERGY COMPANY
By:/s/ Bo Shi
Name:Bo Shi
Title:General Counsel
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Exhibit 99.1
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Crescent Energy Announces Offering of $500 Million Private Placement of Senior Notes Due 2034
June 23, 2025
HOUSTON—(BUSINESS WIRE)—Crescent Energy Company (NYSE: CRGY) (“we” or “our”) announced today that, subject to market conditions, its indirect subsidiary Crescent Energy Finance LLC (the “Issuer”) intends to offer for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers, $500 million aggregate principal amount of Senior Notes due 2034 (the “Notes”). The Notes will be guaranteed on a senior unsecured basis by all of the Issuer’s subsidiaries that guarantee the Issuer’s existing notes and the indebtedness under its revolving credit facility (the “revolving credit facility”).
The Issuer intends to use the net proceeds from this offering, together with additional borrowings under the revolving credit facility and cash on hand, if needed, to fund the tender offer to purchase for cash up to $500 million aggregate principal amount of the Issuer’s outstanding 9.250% Senior Notes due 2028 (the “2028 Notes”), pursuant to the tender offer that commenced concurrently with this offering (the “Tender Offer”), and any fees and expenses in connection therewith or with this offering. Any portion of the net proceeds from this offering that is not used to fund the consummation of the Tender Offer will instead be used to repay amounts outstanding under the revolving credit facility or for general corporate purposes. This offering is not contingent on the consummation of the Tender Offer. The Tender Offer is subject to the satisfaction of certain conditions, including, but not limited to, the completion of this offering.
The Notes and the related guarantees have not been registered under the Securities Act, or any state securities laws, and, unless so registered, the Notes and the guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Issuer plans to offer and sell the Notes only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act.
This communication shall not constitute an offer to sell, or the solicitation of an offer to buy, the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Additionally, this communication shall not constitute an offer to purchase or the solicitation of an offer to sell any 2028 Notes in the Tender Offer.
About Crescent Energy Company
Crescent Energy Company is a U.S. energy company with a portfolio of assets concentrated in Texas and the Rockies.
Cautionary Statement Regarding Forward-Looking Information
This communication 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. These statements are based on current expectations. The words and phrases “should”, “could”, “may”, “will”, “believe”, “think”, “plan”, “intend”, “expect”, “potential”, “possible”, “anticipate”, “estimate”, “forecast”, “view”, “efforts”, “target”, “goal” and similar expressions identify forward-looking statements and express our expectations about future events. This


communication includes statements regarding this private placement and the use of proceeds therefrom, including the Tender Offer and the timing and outcome thereof, that may contain forward-looking statements within the meaning of federal securities laws. We believe that our expectations are based on reasonable assumptions; however, no assurance can be given that such expectations will prove to be correct. A number of factors could cause actual results to differ materially from the expectations, anticipated results or other forward-looking information expressed in this communication, including weather, political and general economic conditions and events in the U.S. and in foreign oil producing companies, including the impact of inflation, elevated interest rates and associated changes in monetary policy; changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements; federal and state regulations and laws, including the Inflation Reduction Act of 2022, taxes, tariffs and international trade, safety and the protection of the environment; the impact of disruptions in the capital markets; geopolitical events such as the armed conflict in Ukraine, the Israel-Hamas conflict and increased hostilities in the Middle East, including heightened tensions with Iran; actions by the Organization of the Petroleum Exporting Countries (“OPEC”) and non-OPEC oil-producing countries, including the agreement by OPEC to phase out production cuts; the availability of drilling, completion and operating equipment and services; reliance on the Company’s external manager; commodity price volatility, the severity and duration of public health crises; and the risks associated with commodity pricing and the Company’s hedging strategy, the timing and success of business development efforts, including acquisition and disposition opportunities, our ability to integrate operations or realize any anticipated operational or corporate synergies and other benefits from recent acquisitions. All statements, other than statements of historical facts, included in this communication that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Consequently, actual future results could differ materially from our expectations due to a number of factors, including, but not limited to, those items identified as such in the most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q and the risk factors described thereunder, filed by Crescent Energy Company with the U.S. Securities and Exchange Commission.
Many of such risks, uncertainties and assumptions are beyond our ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. We do not give any assurance (1) that we will achieve our expectations or (2) concerning any result or the timing thereof.
All subsequent written and oral forward-looking statements concerning this offering, the use of proceeds therefrom, Crescent Energy Company and the Issuer or other matters and attributable thereto or to any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. We assume no duty to update or revise their respective forward-looking statements based on new information, future events or otherwise.
Crescent Energy Investor Relations Contacts:
[email protected]
2
Exhibit 99.2
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Crescent Energy Announces Tender Offer For Up To $500,000,000 of its 9.250% Senior Notes due 2028
June 23, 2025
HOUSTON—(BUSINESS WIRE)—Crescent Energy Finance LLC (“CE Finance”), a wholly owned subsidiary of Crescent Energy Company (NYSE: CRGY) (“Crescent”) announced today that it has commenced a cash tender offer (the “Tender Offer”) to purchase up to $500,000,000 aggregate principal amount (as such amount may be increased by CE Finance, the “Maximum Tender Amount”) of the outstanding senior notes (the “Notes”) listed in the following table upon the terms and conditions described in CE Finance’s Offer to Purchase, dated June 23, 2025 (the “Offer to Purchase”).
Title of NotesCUSIP NumberAggregate
Principal Amount
Outstanding(1)		Tender Offer Consideration
(2)		Early Tender
Premium		Total Consideration
(2)(3)
9.250% Senior Notes due 2028
45344 LAC7
U4526LAC1
U4526LAD9
U4526LAE7
U4526LAF4
$1,000,000,000$993.75$50$1,043.75
_________
(1)    As of the date of the Offer to Purchase.
(2)    Holders will also receive accrued and unpaid interest from the last interest payment with respect to the Notes accepted for purchase to, but not including, the Early Settlement Date (if any) or the Final Settlement Date, as applicable.
(3)    Includes the Early Tender Premium.
Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on July 7, 2025 (such date and time, as it may be extended, the “Early Tender Date”) and accepted for purchase pursuant to the Tender Offer will receive the Total Consideration set forth in the table above (the “Total Consideration”), which includes the Early Tender Premium set forth in the table above (the “Early Tender Premium”). Holders of Notes tendering their Notes after the Early Tender Date will only be eligible to receive the Tender Offer Consideration set forth in the table above (the “Tender Offer Consideration”), which is the Total Consideration less the Early Tender Premium.
CE Finance reserves the right, but is under no obligation, at any point following the Early Tender Date and before the Expiration Date, to accept for purchase any Notes validly tendered at or prior to the Early Tender Date (the “Early Settlement Date”). The Early Settlement Date will be determined at CE Finance’s option, subject to all conditions to the Tender Offer having been satisfied or waived by CE Finance, and assuming CE Finance accepts for purchase Notes validly tendered pursuant to the Tender Offer. If CE Finance exercises its option to have an Early Settlement Date, it expects to make payment for any Notes validly tendered at or prior to the Early Tender Date and purchased in the Tender Offer no later than July 9, 2025, which is the second business day following the Early Tender Date. However, the Early Settlement Date may be any business day following the Early Tender Date and before the Expiration Date, at CE Finance’s option. If CE Finance does not exercise its option to have an Early Settlement Date, payment for any Notes validly tendered at or prior to the Early Tender Date and purchased in the Tender Offer will be made on the settlement date that is expected to be the second business day following the Expiration Date, or as promptly as practicable thereafter (the “Final Settlement Date”). Irrespective of whether CE Finance chooses to exercise its option to have an Early Settlement Date, payment for any Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date, and purchased in the Tender Offer will be made on the Final Settlement Date.


Acceptance for tenders of the Notes may be subject to proration if the aggregate principal amount of the Notes validly tendered and not validly withdrawn is greater than the Maximum Tender Amount. Furthermore, if the Tender Offer for the Notes is fully subscribed as of the Early Tender Date, holders who validly tender Notes after the Early Tender Date will not have any of their Notes accepted for purchase.
CE Finance reserves the right, but is under no obligation, to increase the Maximum Tender Amount at any time, subject to compliance with applicable law, which could result in CE Finance purchasing a greater aggregate principal amount of Notes in the Tender Offer. There can be no assurance that CE Finance will increase the Maximum Tender Amount. If CE Finance increases the Maximum Tender Amount, it does not expect to extend the Withdrawal Date, subject to applicable law. Accordingly, Holders should not tender Notes that they do not wish to have purchased in the Tender Offer.
The Tender Offer is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous notes offering (the “Notes Offering”) by CE Finance on terms and conditions satisfactory to CE Finance and Crescent. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. The Tender Offer may be amended, extended, terminated or withdrawn.
Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on July 7, 2025, unless extended by CE Finance (such date and time, as it may be extended, the “Withdrawal Date”). The Tender Offer will expire at 5:00 p.m., New York City time, on July 22, 2025 unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Time”). No tenders submitted after the Expiration Time will be valid.
CE Finance has retained BofA Securities to serve as the exclusive Dealer Manager for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to BofA Securities at +1 (888) 292-0070 (toll-free), +1 (646) 743-2120 (collect) or [email protected].
Copies of the Offer to Purchase may be obtained from Global Bondholder Services Corporation, the depositary and information agent for the Tender Offer, by calling (855) 654-2014 (toll free) or, for banks and brokers, (212) 430-3774. A copy of the Offer to Purchase is also available at the following web address: https://www.gbsc-usa.com/crescentenergyco/.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer and does not constitute a notice of redemption for the Notes. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous Notes Offering, nor shall there be any sale of the securities issued in such offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Crescent Energy Company
Crescent Energy Company is a U.S. energy company with a portfolio of assets concentrated in Texas and the Rockies.
Cautionary Statement Regarding Forward-Looking Information
This communication 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. These statements are based on current expectations. The words and phrases “should”, “could”, “may”, “will”, “believe”, “think”, “plan”, “intend”, “expect”, “potential”, “possible”, “anticipate”, “estimate”, “forecast”, “view”, “efforts”, “target”, “goal” and similar expressions identify forward-looking statements and express our expectations about future events. This communication includes statements regarding this tender offer that may contain forward-looking statements within the meaning of federal securities laws. We believe that our expectations are based on reasonable assumptions; however, no assurance can be given that such expectations will prove to be correct. A number of factors could cause actual results to differ materially from the expectations, anticipated results or other forward-looking information expressed in this communication, including weather, political and general economic conditions and events in the U.S. and in foreign oil producing companies, including the impact of inflation, elevated interest rates and associated changes in monetary policy; changes in tariffs, trade barriers, price and exchange controls and other
2

regulatory requirements; federal and state regulations and laws, including the Inflation Reduction Act of 2022, taxes, tariffs and international trade, safety and the protection of the environment; the impact of disruptions in the capital markets; geopolitical events such as the armed conflict in Ukraine, the Israel-Hamas conflict and increased hostilities in the Middle East, including heightened tensions with Iran; actions by the Organization of the Petroleum Exporting Countries (“OPEC”) and non-OPEC oil-producing countries, including the agreement by OPEC to phase out production cuts; the availability of drilling, completion and operating equipment and services; reliance on the Company’s external manager; commodity price volatility, the severity and duration of public health crises; and the risks associated with commodity pricing and the Company’s hedging strategy, the timing and success of business development efforts, including acquisition and disposition opportunities, our ability to integrate operations or realize any anticipated operational or corporate synergies and other benefits from recent acquisitions.
All statements, other than statements of historical facts, included in this communication that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Consequently, actual future results could differ materially from our expectations due to a number of factors, including, but not limited to, those items identified as such in the most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q and the risk factors described thereunder, filed by Crescent Energy Company with the U.S. Securities and Exchange Commission.
Many of such risks, uncertainties and assumptions are beyond our ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. We do not give any assurance (1) that we will achieve our expectations or (2) concerning any result or the timing thereof.
All subsequent written and oral forward-looking statements concerning this offering, the use of proceeds therefrom, Crescent Energy Company and CE Finance or other matters and attributable thereto or to any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. We assume no duty to update or revise these forward-looking statements based on new information, future events or otherwise.
Crescent Energy Investor Relations Contacts:
[email protected]
3
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
On January 31, 2025 (the “Closing Date”), Crescent Energy Company (“Crescent”) completed its acquisition of all of the issued and outstanding securities of Ridgemar (Eagle Ford) LLC (“Ridgemar EF” and such transaction, the “Ridgemar Acquisition”) pursuant to the Membership Interest Purchase Agreement (the “Purchase 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 (“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.
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 and Ridgemar, adjusted to give effect to the Ridgemar Acquisition and the SilverBow Merger 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 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 three months ended March 31, 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 unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 included as Exhibit 99.1 in Crescent's Current Report on Form 8-K dated April 2, 2025; and
•the “Management’s discussion and analysis of financial condition and results of operations” and the “Risk factors” and other cautionary statements included in Crescent’s Annual Report on Form 10-K.
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 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 had been entered into and the Ridgemar Acquisition 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, 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 Three Months Ended March 31, 2025
(in thousands, except per share data)
Crescent
(Historical)		Ridgemar (Historical)Ridgemar Acquisition AdjustmentsCrescent Pro Forma Combined
Revenues:
Oil$619,658 $37,937 $— $657,595 
Natural gas187,440 946 — 188,386 
Natural gas liquids107,575 1,756 — 109,331 
Midstream and other35,499 — — 35,499 
Total revenues950,172 40,639 — 990,811 
Expenses:
Lease operating expense161,595 3,852 — 165,447 
Workover expense16,022 425 — 16,447 
Asset operating expense30,410 — — 30,410 
Gathering, transportation and marketing105,287 1,456 — 106,743 
Production and other taxes60,381 1,611 — 61,992 
Depreciation, depletion and amortization282,573 — 7,248 (a)289,821 
Impairment of oil and natural gas properties45,647 — — 45,647 
Exploration expense306 — — 306 
Midstream and other operating expense29,816 — — 29,816 
General and administrative expense56,770 — — 56,770 
Gain on sale of assets(10,862)— — (10,862)
Total expenses777,945 7,344 7,248 792,537 
Income from operations172,227 33,295 (7,248)198,274 
Other income (expense):
Loss on derivatives(91,028)— — (91,028)
Interest expense(73,182)— (3,397)(d)(76,579)
Other income115 — — 115 
Income from equity affiliates392 — — 392 
Total other income (expense)(163,703)— (3,397)(167,100)
Income before taxes8,524 33,295 (10,645)31,174 
Income tax expense(2,613)— (3,767)(f)(6,380)
Net income5,911 33,295 (14,412)24,794 
Less: net income attributable to noncontrolling interests(1,989)— — (1,989)
Less: net income attributable to redeemable noncontrolling interests(6,072)— (5,719)(g)(11,791)
Net income (loss) attributable to Crescent Energy$(2,150)$33,295 $(20,131)$11,014 
Net income (loss) per share:
Class A common stock – basic$(0.01)$0.06 (h)
Class A common stock – diluted$(0.01)$0.06 (h)
Class B common stock – basic and diluted$— $— 
Weighted average shares outstanding:
Class A common stock – basic191,294 193,172 (h)
Class A common stock – diluted191,294 193,172 (h)
Class B common stock – basic and diluted65,260 65,260 
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 Pro Forma Combined Prior to Ridgemar AcquisitionRidgemar As Adjusted
(See Note 3)		Ridgemar Acquisition AdjustmentsCrescent Pro Forma Combined
Revenues:
Oil$2,535,967 $418,891 $— $2,954,858 
Natural gas462,152 4,839 — 466,991 
Natural gas liquids402,251 12,109 — 414,360 
Midstream and other134,254 — — 134,254 
Total revenues3,534,624 435,839 — 3,970,463 
Expenses:
Lease operating expense605,939 55,792 — 661,731 
Workover expense63,470 9,842 — 73,312 
Asset operating expense103,220 — — 103,220 
Gathering, transportation and marketing395,863 8,419 — 404,282 
Production and other taxes200,943 26,553 — 227,496 
Depreciation, depletion and amortization1,037,594 90,877 (12,711)(a)1,115,760 
Impairment of oil and natural gas properties161,542 — — 161,542 
Exploration expense16,591 — — 16,591 
Midstream and other operating expense110,136 — — 110,136 
General and administrative expense423,792 5,798 3,805 (b)433,395 
Gain on sale of assets(29,430)— — (29,430)
Total expenses3,089,660 197,281 (8,906)3,278,035 
Income (loss) from operations444,964 238,558 8,906 692,428 
Other income (expense):
Gain (loss) on derivatives(106,308)11,200 (11,200)(c)(106,308)
Interest expense(289,418)(26,682)(52,001)(d)(341,419)
26,682 (e)
Loss from extinguishment of debt(59,095)— — (59,095)
Other income1,868 1,447 — 3,315 
Income from equity affiliates729 — — 729 
Total other income (expense)(452,224)(14,035)(36,519)(502,778)
Income (loss) before taxes(7,260)224,523 (27,613)189,650 
Income tax benefit (expense)5,780 — (30,700)(f)(24,920)
Net income (loss)(1,480)224,523 (58,313)164,730 
Less: net loss attributable to noncontrolling interests1,215 — — 1,215 
Less: net income attributable to redeemable noncontrolling interests(22,261)— (58,923)(g)(81,184)
Net income (loss) attributable to Crescent Energy$(22,526)$224,523 $(117,236)$84,761 
Net income (loss) per share:
Class A common stock – basic$(0.14)$0.51 (h)
Class A common stock – diluted$(0.14)$0.51 (h)
Class B common stock – basic and diluted$— $— 
Weighted average shares outstanding:
Class A common stock – basic160,947 166,401 (h)
Class A common stock – diluted160,947 166,401 (h)
Class B common stock – basic and diluted70,519 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 and Ridgemar and the pro forma statement of operations included in Crescent’s Current Report on Form 8-K dated April 2, 2025. The pro forma statement of operations for the three months ended March 31, 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 Ridgemar Acquisition and the SilverBow Merger 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 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 and Ridgemar for the periods presented.
NOTE 2 – Pro forma purchase price allocation
The Ridgemar Acquisition was accounted for as an asset acquisition. The allocation of the purchase price for Ridgemar EF is based upon management’s estimates of and assumptions related to the fair value of assets acquired and liabilities assumed as of the Closing Date using currently available information. The Cash Consideration was funded through cash on hand and borrowings under Crescent's Revolving Credit Facility.
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):
Consideration transferred:
Equity consideration:
Shares of Crescent Class A Common Stock issued5,454,546 
Closing price of Crescent Class A Common Stock on January 31, 2025$15.06 
Fair value of Crescent Class A Common Stock issued$82,145 
Cash consideration812,529 
Fair value of derivative earnout consideration51,746 
Transaction costs capitalized18,484 
Consideration transferred$964,904 
Assets acquired:
Accounts receivable$1,237 
Oil and natural gas properties - proved992,836 
Oil and natural gas properties - unproved— 
Field and other property and equipment3,108 
Total assets acquired997,181 
Liabilities assumed:
Accounts payable and accrued liabilities(8,316)
Other liabilities - current(573)
Asset retirement obligations(22,855)
Other liabilities - noncurrent(533)
Total liabilities assumed(32,277)
Net assets acquired$964,904 


NOTE 3 – 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
(Historical)		Ridgemar
Reclassification Adjustments		Ridgemar As Adjusted
REVENUES, NET:
Oil$418,891 $— $418,891 
Natural gas4,839 — 4,839 
Natural gas liquids12,109 — 12,109 
Total revenues, net 435,839 — 435,839 
OPERATING EXPENSES:
Lease operating55,792 — 55,792 
Workover9,842 — 9,842 
Production, ad valorem and severance tax26,553 (26,553)— 
Production and other taxes— 26,553 26,553 
Transportation expenses8,419 (8,419)— 
Gathering, transportation and marketing— 8,419 8,419 
Depreciation, depletion, amortization and accretion90,877 (90,877)— 
Depreciation, depletion and amortization— 90,877 90,877 
General and administrative5,798 — 5,798 
Total operating expenses 197,281 — 197,281 
INCOME FROM OPERATIONS238,558 — 238,558 
OTHER INCOME (EXPENSES):
Net gain (loss) on commodity derivatives11,200 (11,200)— 
Gain (loss) on derivatives— 11,200 11,200 
Interest expense(26,682)— (26,682)
Other income1,447 — 1,447 
Total other expenses, net
(14,035)— (14,035)
NET INCOME$224,523 $— $224,523 
NOTE 4 – 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 has 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 three months ended March 31, 2025 and for the year ended December 31, 2024
The adjustments included in the pro forma statement of operations for the year ended December 31, 2024 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 income tax effect of the pro forma adjustments presented. The tax rates applied to the pro forma adjustments for the three months ended March 31, 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.
(g)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.
(h)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 5 – 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 Current Report on Form 8-K dated April 2, 2025 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 Pro Forma Combined Prior to Ridgemar AcquisitionRidgemar
(Historical)		Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2023345,42344,506389,929
Revisions of previous estimates(36,304)(485)(36,789)
Extensions, discoveries, and other additions16,62620,71937,345
Sales of reserves in place(3,344)—(3,344)
Purchases of reserves in place10,46194011,401
Production(35,172)(5,474)(40,646)
December 31, 2024297,69060,206357,896
Proved Developed Reserves as of:
December 31, 2023217,28432,790250,074
December 31, 2024193,61137,975231,586
Proved Undeveloped Reserves as of:
December 31, 2023128,13911,716139,855
December 31, 2024104,07922,231126,310
Natural Gas (MMcf)
Crescent Pro Forma Combined Prior to Ridgemar AcquisitionRidgemar
(Historical)		Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 20232,854,35559,2522,913,607
Revisions of previous estimates(1,083,849)(16,086)(1,099,935)
Extensions, discoveries, and other additions70,63224,18994,821
Sales of reserves in place(5,318)—(5,318)
Purchases of reserves in place5,2704,1399,409
Production(246,031)(4,421)(250,452)
December 31, 20241,595,059 67,0731,662,132
Proved Developed Reserves as of:
December 31, 20231,768,65344,5251,813,178
December 31, 20241,342,71841,1111,383,829
Proved Undeveloped Reserves as of:
December 31, 20231,085,70214,7271,100,429
December 31, 2024252,34125,962278,303


NGLs (MBbls)
Crescent Pro Forma Combined Prior to Ridgemar AcquisitionRidgemar
(Historical)		Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2023172,86810,531183,399
Revisions of previous estimates(21,008)(2,544)(23,552)
Extensions, discoveries, and other additions10,6044,40915,013
Sales of reserves in place(767)—(767)
Purchases of reserves in place1,0834581,541
Production(17,064)(801)(17,865)
December 31, 2024145,71612,053157,769
Proved Developed Reserves as of:
December 31, 2023126,0187,767133,785
December 31, 2024109,2237,380116,603
Proved Undeveloped Reserves as of:
December 31, 202346,8502,76449,614
December 31, 202436,4934,67341,166
Total (MBoe)
Crescent Pro Forma Combined Prior to Ridgemar AcquisitionRidgemar
(Historical)		Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2023994,016 64,912 1,058,928
Revisions of previous estimates(237,950)(5,710)(243,660)
Extensions, discoveries, and other additions39,002 29,160 68,162
Sales of reserves in place(4,998)— (4,998)
Purchases of reserves in place12,422 2,088 14,510
Production(93,241)(7,012)(100,253)
December 31, 2024709,251 83,438 792,689
Proved Developed Reserves as of:
December 31, 2023638,07847,977 686,055
December 31, 2024526,62252,207578,829
Proved Undeveloped Reserves as of:
December 31, 2023355,93816,935 372,873
December 31, 2024182,62931,231213,860
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 Current Report on Form 8-K dated April 2, 2025 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 Pro Forma Combined Prior to Ridgemar AcquisitionRidgemar
(Historical)		Ridgemar Acquisition Adjustments
(Pro Forma)		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 
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(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 Current Report on Form 8-K dated April 2, 2025 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:
(in thousands)
Crescent Pro Forma Combined Prior to Ridgemar AcquisitionRidgemar
(Historical)		Ridgemar Acquisition Adjustments
(Pro Forma)		Crescent Pro Forma Combined
Balance at December 31, 2023$7,608,624 $1,182,071 $(101,664)$8,689,031 
Net change in prices and production costs(138,029)61,545 — (76,484)
Net change in future development costs4,801 29,065 — 33,866 
Sales and transfers of oil and natural gas produced, net of production expenses(2,117,361)(335,233)— (2,452,594)
Extensions, discoveries, additions and improved recovery, net of related costs318,421 407,572 — 725,993 
Purchases of reserves in place213,881 16,721 — 230,602 
Sales of reserves in place(70,549)— — (70,549)
Revisions of previous quantity estimates(1,206,717)(67,045)— (1,273,762)
Previously estimated development costs incurred649,287 136,717 — 786,004 
Net change in taxes(329,561)(3,553)(19,459)(352,573)
Accretion of discount691,913 119,348 (10,166)801,095 
Changes in timing and other78,985 (20,682)— 58,303 
Balance at December 31, 2024$5,703,695 $1,526,526 $(131,289)$7,098,932