Crescent Energy Co 8-K Filing

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share CRGY The New York Stock Excha
• $298,214,000 — d by certain eligible holders for up to $298,214,000 aggregate principal amount of new 7.750
• $302,364,000 — d by certain eligible holders for up to $302,364,000 aggregate principal amount of new 9.750
• $2.50 — as of the Settlement Date will be paid $2.50 in cash for each $1,000 principal amoun
• $1,000 — ate will be paid $2.50 in cash for each $1,000 principal amount of Existing Vital Note

Filing Documents

• crgy-20251201.htm (8-K) — 42KB
• exhibit991-8xkx425dec.htm (EX-99.1) — 38KB
• exhibit991a.jpg (GRAPHIC) — 27KB
• 0001628280-25-054302.txt ( ) — 248KB
• crgy-20251201.xsd (EX-101.SCH) — 2KB
• crgy-20251201_lab.xml (EX-101.LAB) — 22KB
• crgy-20251201_pre.xml (EX-101.PRE) — 13KB
• crgy-20251201_htm.xml (XML) — 3KB

01. Other Events

Item 8.01. Other Events. Exchange Offers and Consent Solicitations On December 1, 2025, Crescent Energy Company (the "Company") issued a press release announcing that its indirect subsidiary Crescent Energy Finance LLC ("CE Finance") has commenced (i) an offer to exchange (the "2029 Notes Exchange Offer") any and all 7.750% Senior Notes due 2029 (the "Existing Vital 2029 Notes") issued by Vital Energy, Inc. ("Vital") and held by certain eligible holders for up to $298,214,000 aggregate principal amount of new 7.750% Senior Notes due 2029 issued by CE Finance (the "New Crescent 2029 Notes") and (ii) an offer to exchange (the "2030 Notes Exchange Offer" and, together with the 2029 Notes Exchange Offer, the "Exchange Offers") any and all 9.750% Senior Notes due 2030 (the "Existing Vital 2030 Notes" and, together with the Existing Vital 2029 Notes, the "Existing Vital Notes") issued by Vital and held by certain eligible holders for up to $302,364,000 aggregate principal amount of new 9.750% Senior Notes due 2030 issued by CE Finance (the "New Crescent 2030 Notes" and, together with the New Crescent 2029 Notes, the "New Crescent Notes"). In conjunction with the Exchange Offers, CE Finance is soliciting consents (each, a "Consent") from certain eligible holders to adopt certain proposed amendments to each of the indentures governing the Existing Vital Notes, which, if adopted, would eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions currently contained therein (each, a "Consent Solicitation" and, collectively, the "Consent Solicitations"). If the Consent Threshold Condition is satisfied with respect to a series of Existing Vital Notes, all holders of Existing Vital Notes as of the Settlement Date will be paid $2.50 in cash for each $1,000 principal amount of Existing Vital Notes, subject to the other conditions set forth in CE Finance's Offering Memorandum and Consent Solicitation Statement, dated December 1

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release announcing the Exchange Offers and Consent Solicitations, dated December 1, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). No Offer or Solicitation This communication relates to a proposed business combination transaction (the "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 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 Transaction In connection with the Transaction, the Company filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the "SEC") (File No. 333-290422) that includes a joint proxy statement of the Company and Vital and a prospectus of the Company. The 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 Transaction. Mailing of the definitive joint proxy statement/prospectus to the stockholders of the Company and Vital was completed on November 18, 2025. This document is not a substitute for the registration statement and joint proxy statement/prospectus 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 Transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY AND VITAL ARE URGED TO READ

SIGNATURES

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. CRESCENT ENERGY COMPANY Date: December 1, 2025 By: /s/ Bo Shi Name: Bo Shi Title: General Counsel and Corporate Secretary