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PRE-MKT · 06:30 ET
Market ClerkRecap
Mon Oct 26 · pre-market1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 31The week ahead

CRGY

Crescent Energy Co
NYSE · ENERGY · CRUDE PETROLEUM & NATURAL GAS
13.83
+0.50 +3.75%
USD · close Oct 23
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Work order
81
PASS · shorts 81
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
0 / 0
no disclosures naming it
Big money
0 / 15
none of the tracked funds disclose it
Calls on record
0
nobody we score has called it yet
MKT CAP $4.6BP/E —DIV YIELD —FCF YIELD —REV TTM $4.3B +24.3%NET INCOME $54.8M +137.1%NET DEBT $4.9B52W 7.75 – 15.37SEC XBRL · TTM TO Invalid Date

How CRGY rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
32%
of sentences unchanged
Added
762
new sentences
Dropped
799
sentences removed
Length
−74
words, now 62,576

New in FY2025

  • Assessments of cybersecurity risks are communicated, not less than quarterly, to management by our cybersecurity team's technology risk management committee, which holds responsibility for prioritizing the remediation of cybersecurity risk, evaluating the effectiveness of compensating controls, and consulting with Internal Audit on their evaluations of the effectiveness of our control environment.
  • The technology risk management committee engages representatives from key departments, including our IT, Operations, and Finance, combining expertise across domains.
  • The Head of Cybersecurity & GRC leads the cybersecurity team and technology risk management committee and is responsible for assessing and managing our material risks from cybersecurity threats.
  • The Head of Cybersecurity & GRC has over 20.0 years of experience working in the oil and gas industry in various technology and security management roles and maintains professional certifications, including the CISSP.
  • Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our Class A Common Stock is listed and traded on the NYSE under the ticker symbol "CRGY." As of January 30, 2026, we had 291 Class A common stock shareholders of record.
  • Our future dividends depend on our level of earnings, financial requirements and other factors and will be subject to approval by our Board, applicable law and the terms of our existing debt documents, including the Revolving Credit Facility and the indentures governing the Senior Notes.
  • Purchases of Equity Securities by the Issuer and Affiliated Purchasers Our Board authorized a stock repurchase program in March 2024 with an approved limit of $150.0 million and a two-year term of which $86.0 million of authorization remained as of December 31, 2025.
  • In February 2026 our Board extended the stock repurchase program indefinitely and increased the approved limit to $400.0 million.
  • We have $336.0 million of repurchase authorization remaining under such program as of February 25, 2026.
  • Repurchases pursuant to such program may be made from time to time in the open market, in a privately negotiated transaction, through purchases made in accordance with the Rule 10b5-1 of the Exchange Act or by such other means as will comply with applicable state and federal securities laws.
  • The program may be modified, suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or number of securities.
  • The IRA 2022 provides for, among other things, the imposition of a 1% non-deductible U.S. federal excise tax on the fair market value of any stock repurchased by a publicly traded domestic corporation during any taxable year, with the fair market value of such repurchased stock reduced by the fair market value of certain stock issued by such corporation during such taxable year (such exercise tax, the "Stock Buyback Tax").
  • The following table sets forth information with respect to our repurchases of shares of Class A common stock during the quarter ended December 31, 2025.
  • (in thousands) 10/1/2025 - 10/31/2025 — $— — $85,984 11/1/2025 - 11/30/2025 — — — $85,984 12/1/2025 - 12/31/2025 — — — $85,984 Recent Sales of Unregistered Equity Securities We had no sales of unregistered equity securities during the period covered by this Annual Report that were not previously reported in a Current Report on Form 8-K or Quarterly Report on Form 10-Q.
  • The following information updates the discussion of our financial condition provided in our previous filings, and analyzes the changes in the results of operations between the years ended December 31, 2025 and 2024.
  • Refer to our 2024 Annual Report filed February 26, 2025 for discussion and analysis of the changes in results of operations between the years ended December 31, 2024 and 2023.
  • Business overview Crescent is a differentiated energy company committed to delivering value through a disciplined, returns-driven growth through acquisition strategy and consistent return of capital.
  • Our long-life, balanced portfolio combines significant cash flow from stable production with a deep, high-quality development inventory.
  • Our activities are focused in the Eagle Ford, Permian and Uinta Basins, and we own minerals and royalty interests across premier U.S. oil and natural gas basins, primarily operated by large, well-capitalized companies, with a core focus in the Eagle Ford.
  • Our Class A Common Stock trades on the NYSE under the symbol “CRGY.” Geopolitical developments and economic environment During the last several years, prices of crude oil, natural gas and NGLs have experienced periodic downturns and sustained volatility, impacted by geopolitical events, such as Russia’s invasion of Ukraine and the related sanctions imposed on Russia, Hamas' attack against Israel and the ensuing conflict and escalation of tensions in the Middle East, including the conflict with Iran, recent developments in Venezuela, supply chain constraints, elevated interest rates, U.S. international trade and tariff policy developments and responses thereto and costs of capital and political and regulatory uncertainties.
  • Furthermore, the United States has experienced, and may continue to experience, a significant inflationary environment, which began in 2022 that, along with international geopolitical risks and market responses to the announcement of certain tariff policies by the Trump Administration, has contributed to concerns of a potential recession in the United States in 2026 that has created further volatility.
  • For example, OPEC announced that it is phasing out oil output cuts by increasing 411,000 barrels per day, each month from May to July 2025 and then increasing to 548,000 barrels per day in August 2025.
  • While actual production significantly diverged from these announced targets, as several OPEC members were unable to meet the planned increases when others continued to overproduce, the actions of OPEC with respect to oil production levels and announcements of potential changes in such levels may result in further volatility in commodity prices and the oil and natural gas industry generally.
  • The U.S. inflation rate remained relatively stable through 2024 and 2025, after an extended period of elevation.
  • Tariffs announced in 2025 and any further tariffs may also increase our operating costs.
  • Sustained levels of inflation and certain other market pressures have caused the U.S.
  • Federal Reserve and other central banks to increase interest rates in 2022 and 2023.
  • Federal Reserve made cuts to benchmark interest rates in 2024 and in 2025, there is no guarantee that additional cuts will occur.
  • Although the financial health of the oil and gas industry has shown improvement as compared to prior periods, to the extent elevated interest rates and inflation remain, we may experience further cost increases for our operations, including oilfield services, labor costs and equipment.
  • We cannot predict any future trends in the rate of inflation, any subsequent monetary policy changes, and a significant increase in inflation, to the extent we are unable to recover higher costs through higher oil and natural gas prices and revenues, would negatively impact our business, financial condition and results of operations.
  • Risk Factors—"Risks related to the oil and natural gas industry—Inflationary issues and associated changes in monetary policy previously have resulted in and such issues, as well as certain proposed tariffs, may in the future result in additional increases to the cost of our goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise." Capital market transactions Vital Exchange Offer On January 2, 2026, in connection with the Vital Energy Merger, Crescent Energy Finance LLC completed its previously announced offers to eligible holders to exchange (the “Exchange Offers”) (i) any and all of the 7.750% senior notes due 2029 (the “Vital 2029 Notes”) of Crescent Energy Finance LLC, as successor in interest to Vital, for up to approximately $298.2 million aggregate principal amount of new 7.750% senior notes due 2029 of Crescent Energy Finance LLC (the “Crescent 2029 Notes”); and (ii) any and all of the 9.750% senior notes due 2030 (the “Vital 2030 Notes”) of Crescent Energy Finance LLC, as successor in interest to Vital, for up to approximately $302.4 million aggregate principal amount of new 9.750% senior notes due 2030 issued by Crescent Energy Finance LLC (the “Crescent 2030 Notes”).
  • Following the settlement of the Exchange Offers, $2.9 million aggregate principal amount of the Vital 2029 Notes, $294.8 million aggregate principal amount of the Crescent 2029 Notes, $65.0 million aggregate principal amount of the Vital 2030 Notes and $237.2 million aggregate principal amount of the Crescent 2030 Notes remain outstanding, respectively. 2025 Senior Notes Offerings In June 2025, we commenced a cash tender offer (the "Tender Offer") to purchase a portion of our outstanding 9.250% Senior Notes due 2028 (the "2028 Notes"), pursuant to which approximately $306.1 million aggregate principal amount of 2028 Notes were validly tendered and not validly withdrawn at or prior to July 22, 2025, the final tender date.
  • In addition to the Tender Offer, we elected to redeem (the "2028 Notes Redemption") an aggregate principal amount of the 2028 Notes equal to $193.9 million, at a price of 104.625% of the unpaid principal amount of the 2028 Notes, plus accrued and unpaid interest, if any, to, but excluding, July 25, 2025, the redemption date.
  • After giving effect to the 2028 Notes Redemption and the Tender Offer, the aggregate principal amount of the 2028 Notes outstanding is $ 500.0 million.
  • Combined, we purchased the 2028 Notes at a blended price of 104.472 % of par and incurred a loss on the extinguishment of debt of approximately $ 29.2 million, including the write-off of associated deferred financing costs, during the year ended December 31, 2025.
  • In July 2025, we issued $600.0 million aggregate principal amount of 8.375% senior notes due 2034 (the "2034 Notes") at par (the "2034 Notes Offering").
  • The 2034 Notes bear interest at an annual rate of 8.375 %, which is payable on January 15 and July 15 of each year, and mature on January 15, 2034.
  • The proceeds from the 2034 Notes Offering were approximately $ 588.1 million after deducting the initial purchasers' discount and offering expenses.
  • We used the net proceeds to finance the consideration of the Tender Offer and the 2028 Notes Redemption and to repay a portion of our outstanding balance under our Revolving Credit Facility.
  • Corporate Simplification In April 2025, we announced that our corporate structure had been simplified through the elimination of the Company’s Up-C structure through the exercise by the holders of all remaining shares of Class B Common Stock of their redemption rights with respect to all of their OpCo Units (the “Corporate Simplification”).

and 722 more.

Gone since FY2024

  • Assessments of cybersecurity risks are communicated, not less than quarterly, to management by our technology risk management committee, which holds responsibility for prioritizing the remediation of cybersecurity risk, evaluating the effectiveness of compensating controls, and consulting with Internal Audit on their evaluations of the effectiveness of our control environment.
  • The technology risk management committee is led by senior members of our finance, accounting, human resources, IT, operations and legal teams, who have a combined average experience of 23.5 years.
  • Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities Purchase of Equity Securities by the Issuer and Affiliated Purchasers Our Board of Directors authorized a stock repurchase program on March 4, 2024 with an approved limit of $150.0 million and a two-year term.
  • Repurchases may be of our Class A Common Stock or of OpCo Units (with the cancellation of a corresponding number of shares of our Class B Common Stock).
  • We have approximately $119.5 million of repurchase authorization under such program remaining as of December 31, 2024.
  • Such repurchases may be made by Crescent or by OpCo, as applicable, and may be made from time to time in the open market, in a privately negotiated transaction, through purchases made in accordance with the Rule 10b5-1 of the Exchange Act or by such other means as will comply with applicable state and federal securities laws.
  • The IRA 2022 provides for, among other things, the imposition of a 1% non-deductible U.S. federal excise tax on the fair market value of any stock repurchased by a publicly traded domestic corporation during any taxable year, with the fair market value of such repurchased stock reduced by the fair market value of certain stock issued by such corporation during such taxable year (such excise tax, the “Stock Buyback Tax”).
  • Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our Class A Common Stock is listed and traded on the NYSE under the ticker symbol "CRGY." As of January 31, 2025, we had 217 Class A common stock shareholders of record and two Class B common stock shareholders of record.
  • Our future dividends depend on our level of earnings, financial requirements and other factors and will be subject to approval by our Board of Directors, applicable law and the terms of our existing debt documents, including the Revolving Credit Facility and the indentures governing the Senior Notes.
  • Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table sets forth information with respect to our repurchases of shares of Class A common stock during the quarter ended December 31, 2024.
  • (in thousands) 10/1/2024 - 10/31/2024 45,618 $10.99 45,618 $119,454 11/1/2024 - 11/30/2024 — — — — 12/1/2024 - 12/31/2024 — — — — Recent Sales of Unregistered Equity Securities We had no sales of unregistered equity securities during the period covered by this Annual Report that were not previously reported in a Current Report on Form 8-K or Quarterly Report on Form 10-Q.
  • The following information updates the discussion of our financial condition provided in our previous filings, and analyzes the changes in the results of operations between the years ended December 31, 2024 and 2023.
  • Refer to our 2023 Annual Report filed March 4, 2024 for discussion and analysis of the changes in results of operations between the years ended December 31, 2023 and 2022.
  • Business overview Crescent is a differentiated U.S. energy company committed to delivering value for shareholders through a disciplined growth through acquisition strategy and consistent return of capital.
  • Our long-life, balanced portfolio combines stable cash flows from low-decline production with deep, high-quality development inventory.
  • Our activities are focused in Texas and the Rocky Mountain region.
  • Our Class A Common Stock trades on the NYSE under the symbol “CRGY.” Geopolitical developments and economic environment During the last several years, prices of crude oil, natural gas and NGLs have experienced periodic downturns and sustained volatility, impacted by the COVID-19 pandemic and recovery, Russia’s invasion of Ukraine and the related sanctions imposed on Russia, Hamas' attack against Israel and the ensuing conflict and escalation of tensions in the Middle East (including with Lebanon and Yemen), supply chain constraints, elevated interest rates and costs of capital and political and regulatory uncertainties, including any proposed tariffs.
  • Furthermore, the United States has experienced, and may continue to experience, a significant inflationary environment, which began in 2022 that, along with international geopolitical risks, has contributed to concerns of a potential recession in the United States in 2025 that has created further volatility.
  • In December 2024, OPEC announced an extension of its production cuts of approximately 2.2 million barrels per day through the end of March 2025.
  • The actions of OPEC with respect to oil production levels and announcements of potential changes in such levels, including agreement on and compliance with production cuts, may result in further volatility in commodity prices and the oil and natural gas industry generally.
  • Certain of our non-operated assets in proved oil and natural gas properties, which have a carrying value of $264.8 million, have limited cushion between their carrying value and estimated undiscounted cash flows at the current forward commodity price curve as of December 31, 2024.
  • A further decline of future commodity prices or a decrease in estimates of oil and natural gas reserves for these assets would likely result in an impairment charge.
  • The actual amount of impairment incurred, if any, for these properties will depend on a variety of factors including, but not limited to, subsequent forward price curve changes, weighted-average cost of capital, operating cost estimates and future capital expenditures estimates.
  • An estimate of the sensitivity to changes in assumptions in our fair value calculations is not practicable, given the numerous assumptions (e.g. reserves, pace and timing of development plans, commodity prices, capital expenditures, operating costs, drilling and development costs, inflation and discount rates) that can materially affect our estimates.
  • Unfavorable adjustments to some of the above listed assumptions would likely be offset by favorable adjustments in other assumptions.
  • For example, the impact of sustained reduced commodity prices would likely be partially offset by lower costs.
  • The U.S. inflation rate began increasing in 2021, peaked in the middle of 2022 and began to gradually decline in the second half of 2022 and into 2023 and has remained relatively stable through 2024.
  • Sustained levels of high inflation have likewise caused the U.S.
  • Federal Reserve and other central banks to increase interest rates in 2022, continuing through 2023.
  • Federal Reserve made cuts to benchmark interest rates in 2024 and it is currently anticipated that it will make additional cuts; however, there is no guarantee that such additional cuts will occur.
  • Although the financial health of the oil and gas industry has shown improvement as compared to prior periods, to the extent elevated inflation remains, we may experience further cost increases for our operations, including oilfield services, labor costs and equipment.
  • We cannot predict any future trends in the rate of inflation and a significant increase in inflation, to the extent we are unable to recover higher costs through higher oil and natural gas prices and revenues, would negatively impact our business, financial condition and results of operations.
  • Risk Factors—"Risks related to the oil and natural gas industry—Continuing or worsening inflationary issues and associated changes in monetary policy have resulted in and may result in additional increases to the cost of our goods, services and personnel, which in turn cause our capital expenditures and operating costs to rise." In August 2022, the Inflation Reduction Act of 2022 (“IRA 2022”) was signed into law.
  • The IRA 2022 contains hundreds of billions of dollars in incentives for the development of renewable energy, clean hydrogen, clean fuels, electric vehicles and supporting infrastructure and carbon capture and sequestration, amongst other provisions.
  • These incentives could further accelerate the transition of the U.S. economy away from the use of fossil fuels towards lower- or zero-carbon emissions alternatives, which could decrease demand for the oil and gas we produce and consequently materially and adversely affect our business and results of operations.
  • In addition, the IRA 2022 imposes a federal fee on the emission of greenhouse gases through a methane emissions charge, including onshore petroleum and natural gas production.
  • The methane emissions charge is expected to be collected in 2025 based on calendar year 2024 emissions and the fee is based on certain thresholds established in the IRA 2022.
  • The methane emissions charge could increase our operating costs and adversely affect our business and results of operations.
  • Risk Factors for additional information.
  • The IRA 2022 also imposes a 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations, such as Crescent, after December 31, 2022.

and 759 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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