Crescent Energy Co. Announces Asset Deal and Executive Changes

TL;DR

CRGY closed a big asset deal, watch for exec changes.

AI Summary

On December 12, 2025, Crescent Energy Company (CRGY) entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. This event also triggered the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant. The filing also notes the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers.

Why It Matters

This 8-K filing indicates significant corporate activity for Crescent Energy, including a material definitive agreement and potential changes in its leadership structure, which could impact its operational and financial trajectory.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and potential executive changes, which can introduce uncertainty and affect the company's strategic direction.

Key Players & Entities

• Crescent Energy Company (company) — Registrant
• CRGY (company) — Ticker Symbol
• Delaware (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share CRGY The New York Stock Excha
• $800,000,000 — Notes On March 28, 2024, Vital issued $800,000,000 aggregate principal amount of 7.875% se
• $0.01 — ssable share of common stock, par value $0.01 per share, of the Surviving Corporation

Filing Documents

• crgy-20251212.htm (8-K) — 108KB
• exhibit42-closing8xkdecemb.htm (EX-4.2) — 34KB
• exhibit43-closing8xkdecemb.htm (EX-4.3) — 36KB
• exhibit44-closing8xkdecemb.htm (EX-4.4) — 35KB
• exhibit47-closing8xkdecemb.htm (EX-4.7) — 38KB
• exhibit48-closing8xkdecemb.htm (EX-4.8) — 35KB
• exhibit410-closing8xkdecem.htm (EX-4.10) — 53KB
• exhibit101-closing8xkdecem.htm (EX-10.1) — 582KB
• exhibit102-closing8xkdecem.htm (EX-10.2) — 582KB
• exhibit231-closing8xkdecem.htm (EX-23.1) — 2KB
• exhibit232-closing8xkdecem.htm (EX-23.2) — 2KB
• exhibit233-closing8xkdecem.htm (EX-23.3) — 8KB
• exhibit234-closing8xkdecem.htm (EX-23.4) — 4KB
• exhibit991-closing8xkdecem.htm (EX-99.1) — 11KB
• nsailogo.jpg (GRAPHIC) — 6KB
• ryderscottcompany.jpg (GRAPHIC) — 41KB
• ryderscottlogo.jpg (GRAPHIC) — 22KB
• screenshot2025-12x15072220a.jpg (GRAPHIC) — 25KB
• 0001628280-25-057021.txt ( ) — 1914KB
• crgy-20251212.xsd (EX-101.SCH) — 2KB
• crgy-20251212_lab.xml (EX-101.LAB) — 22KB
• crgy-20251212_pre.xml (EX-101.PRE) — 13KB
• crgy-20251212_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Vital Notes and Supplemental Indentures Vital 2029 Notes On July 16, 2021, Vital (formerly known as Laredo Petroleum, Inc. ("Laredo")) issued 7.75% Senior Notes due 2029 (the "Vital 2029 Notes"), pursuant to an indenture, dated as of July 16, 2021 (as amended or supplemented from time to time, the "Vital 2029 Notes Indenture"), among Laredo, the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee. In connection with the Mergers and the subsequent Internal Reorganization, Crescent Finance assumed the obligations under the Vital 2029 Notes pursuant to the Vital 2029 Notes Supplemental Indenture (as defined below). The Vital 2029 Notes are senior unsecured obligations of Crescent Finance. The Vital 2029 Notes rank equally in right of payment with all of the Crescent Finance's existing and future senior indebtedness and senior to any subordinated indebtedness that Crescent Finance may incur. Maturity and Interest The Vital 2029 Notes will mature on July 31, 2029, with interest accruing at a rate of 7.75% per annum and payable semi-annually, in cash in arrears, on January 31 and July 31 of each year. Optional Redemption Crescent Finance may, on one or more occasions, redeem all or a part of the Vital 2029 Notes at the redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest, if any, to the applicable redemption date, subject to the rights of holders of the Vital 2029 Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on July 31 of the years indicated below: Year Redemption Price 2025 101.9375% 2026 and thereafter 100.000% Certain Covenants On December 12, 2025, Vital entered into that certain Second Supplemental Indenture to the Vital 2029 Notes Indenture, in connection with the previously announced exchange offer

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. As discussed in the Introductory Note above, on the Closing Date, Crescent completed its previously announced acquisition of Vital. At the Effective Time, subject to the terms and conditions of the Merger Agreement, (i) each share of capital stock of Merger Sub Inc. issued and outstanding immediately prior to the Effective Time was converted into and represents one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and (ii) each share of common stock, par value $0.01 per share, of the Company, issued and outstanding immediately prior to the Effective Time (excluding certain Excluded Shares) ("Eligible Shares") was converted into the right to receive from Parent 1.9062 fully paid and nonassessable shares of Class A common stock, par value $0.0001 per share, of Parent (the "Parent Common Stock") (the "Merger Consideration"), with cash to be paid in lieu of fractional shares. All such Eligible Shares, when so converted, ceased to be outstanding and were automatically cancelled and ceased to exist. Each holder of an Eligible Share that was outstanding immediately prior to the Effective Time ceased to have any rights with respect thereto, except the right to receive the Merger Consideration and any cash to be paid in lieu of fractional shares of Parent Common Stock. Further, at the effective time of the Second Company Merger (the "Second Company Merger Effective Time"), (i) each share of common stock of the Surviving Corporation issued and outstanding immediately prior to the Second Company Merger Effective Time was automatically cancelled and ceased to exist, and no consideration was delivered in exchange therefor, and (ii) the limited liability company interests of Merger Sub LLC issued and outstanding as of immediately prior to the Second Company Merger Effective Time remain outstanding and were not affected by virtue of the Second Company Merger,

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. At Crescent's Special Meeting of Stockholders held on December 12, 2025 (the "Special Meeting"), in connection with the Mergers, Crescent's stockholders voted on the following proposals as set forth below. Each proposal voted on at the Special Meeting is described in detail in the joint proxy statement/prospectus included in the registration statement filed with the SEC on November 12, 2025, and mailed to Crescent stockholders on or about November 12, 2025. As of the close of business on October 16, 2025, the record date for the Special Meeting, there were approximately 254,631,041 shares of Class A common stock, par value $0.0001 per share, of Crescent (the "Crescent Common Stock") issued and entitled to vote at the Special Meeting. Each share of Crescent Common Stock was entitled to one vote with respect to each proposal. A total of 211,259,691 shares of Crescent Common Stock, representing approximately 82.96% of the outstanding shares of Crescent Common Stock entitled to vote at the Special Meeting, were present virtually or by proxy, constituting a quorum. At the Special Meeting, each of the proposals set forth at the Special Meeting was approved by the affirmative vote of the number of shares of Company Common Stock required to approve such proposals. The final voting results for each of the proposals voted on at the Special Meeting are set forth below: 1. Crescent Issuance Proposal : To approve the issuance of shares of Crescent Common Stock in connection with the Mergers as contemplated by the Merger Agreement (the "Crescent Issuance Proposal"). For Against Abstain 207,032,108 3,813,274 414,309 2. Crescent Adjournment Proposal : To approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Crescent Issuance Proposal. This

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 15, 2025, Crescent issued a press release announcing the completion of the Merg