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CRGY 8-K filings, explained
Every material Form 8-K Crescent Energy has filed with the SEC since October 24, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Crescent Energy reported third quarter 2026 revenue of $1.35 billion, up from $866.6 million a year earlier, and a net loss attributable to the company of $2.2 million, or $0.01 per share, compared with a $9.5 million loss, or $0.04 per share, in the third quarter of 2025. The company also announced an estimated $3.85 billion all-cash acquisition of Eagle Ford assets from Devon Energy, expected to close in the fourth quarter of 2026 or early 2027, subject to closing conditions.
Total revenues were $1,351.2 million for the quarter, compared with $866.6 million in the third quarter of 2025.
Net loss attributable to Crescent was $2.2 million, or $0.01 per share, versus $9.5 million, or $0.04 per share, a year earlier.
Adjusted EBITDAX was $785.8 million and Levered Free Cash Flow was $366.7 million for the quarter.
Crescent declared a quarterly dividend of $0.12 per share, payable November 30, 2026, and had about $336 million remaining under its share repurchase program as of September 30, 2026.
On October 14, 2026, Crescent Energy Finance LLC signed a sixteenth amendment to its credit agreement that permits the previously announced acquisition of Eagle Ford assets from a Devon Energy subsidiary and allows up to $2.0 billion of unsecured bridge debt to help fund part of the cash price. The company also said it expects cash paid on commodity derivatives of $144 million for the third quarter and $383 million for the first nine months of 2026, both preliminary. The filing does not state the acquisition price, so shareholders can't yet gauge the deal's scale relative to the new debt.
Sixteenth Amendment dated October 14, 2026 permits the Devon EF Assets Acquisition from Devon Energy Production Company, L.P.
Permits an up to $2.0 billion 364-day unsecured bridge credit facility to fund part of the cash consideration.
Permits additional pari passu secured term loan debt, capped at the lesser of a borrowing base formula and 50.0% of total elected commitments plus permitted pari passu debt.
Expected cash paid on commodity derivatives: $144 million for Q3 2026 and $383 million for nine months ended September 30, 2026.
Crescent Energy agreed on October 8, 2026 to acquire certain Eagle Ford assets from a Devon Energy subsidiary for $4.22 billion in cash, subject to customary purchase price adjustments, with closing expected in the fourth quarter of 2026 or early 2027. The company obtained a JPMorgan Chase debt commitment for a bridge credit facility of up to $2.0 billion and plans to fund the deal with cash on hand and, as appropriate, a mix of debt and equity. The filing's pro forma figures show 2025 results moving from $167.2 million of net income to a $373.6 million net loss after giving effect to the transactions and related financing.
Purchase price of $4,220,000,000 in cash, with reductions for hydrocarbon sales proceeds after the July 1, 2026 economic effective date
Bridge credit facility of up to $2.0 billion from JPMorgan Chase Bank, N.A., subject to customary terms and conditions
Expected closing in the fourth quarter of 2026 or early 2027; press release cites an estimated net purchase price of about $3.85 billion
Acquired assets produced about 68 MBoe/d in July 2026; pro forma 2026 capital expenditures estimated at about $1.75 billion
Crescent Energy reported second-quarter 2026 revenue of $1.39 billion, up from $898 million a year earlier, and net income attributable to the company of $492.8 million, up from $153.2 million. The company raised its 2026 total and oil production guidance and lowered its adjusted operating expense and production tax guidance, while keeping its development capital outlook unchanged.
Q2 2026 revenue was $1.39 billion versus $898 million in Q2 2025; diluted EPS was $1.30 versus $0.60.
Record operating cash flow of $707 million and record levered free cash flow of $418 million in the quarter.
2026 total production guidance raised to 327-335 MBoe/d from 320-335 MBoe/d; adjusted opex guidance lowered to $11.00-$12.00/Boe from $11.50-$12.50/Boe.
Quarterly dividend of $0.12 per share payable August 31, 2026; about $336 million remains on the share repurchase program.
Crescent Energy said it expects total cash paid on its commodity derivative positions of about $154 million for the three months ended June 30, 2026, and $194 million for the six months. The figures are preliminary, exclude a $30 million and $45 million Ridgemar earn-out settlement, and will be finalized in the company's Form 10-Q for the period.
Q2 2026 net cash paid on derivative settlements was $216 million, partly offset by $62 million from acquired contracts, for total cash paid of $154 million
Six-month 2026 net cash paid on derivative settlements was $317 million, partly offset by $123 million from acquired contracts, for total cash paid of $194 million
The filing excludes $30 million (three months) and $45 million (six months) of Ridgemar Acquisition earn-out settlements
Amounts are preliminary and will be reported in the Form 10-Q for the period ended June 30, 2026
Crescent Energy's subsidiary signed a fifteenth amendment to its credit agreement with Wells Fargo as administrative agent. The borrowing base falls from $3.9 billion to $3.5 billion, while revolving loan maturity is extended to May 19, 2031 and aggregate elected commitments stay at $2.0 billion.
Borrowing base decreased from $3.9 billion to $3.5 billion, tied to the April 1, 2026 scheduled redetermination
Revolving loan maturity extended to May 19, 2031 from October 22, 2030
Up to $600.0 million of certain additional debt incurred from May 18, 2026 to the October 1, 2026 redetermination date is excluded from the required 0.25x borrowing base reduction, subject to that threshold
Aggregate elected commitments maintained at $2.0 billion
Crescent Energy reported a first-quarter 2026 net loss of $419 million, compared with a net loss of $2 million a year earlier, after a $707 million loss on derivatives. Revenue rose to $1.18 billion from $950 million, and adjusted net income was $175 million, or $0.53 per share, versus $0.57 a year earlier. The results combine higher sales and record output with a much larger GAAP loss.
GAAP net loss of $1.28 per diluted Class A share, versus a loss of $0.01 per share in Q1 2025
Record production of 341 MBoe/d, up from 258 MBoe/d a year earlier
Adjusted EBITDAX of $690 million and levered free cash flow of $192 million
Board approved a $0.12 per share dividend, payable June 1, 2026, to holders of record on May 18, 2026; about $336 million remains under the share repurchase program
Crescent Energy said it expects about $40 million of total cash paid on its commodity derivative positions for the three months ended March 31, 2026. This reflects $101 million paid on settlements, partly offset by $61 million from derivative contracts acquired in the SilverBow and Vital mergers. The figures are preliminary and will be finalized in the company's Form 10-Q for the quarter.
Net cash paid on derivative settlements for Q1 2026: $101 million
Settlement of acquired derivative contracts from SilverBow and Vital mergers: $61 million
Total cash paid on commodity derivatives: about $40 million, excluding a $15.0 million Ridgemar earn-out settlement
Figures are preliminary; final amounts will appear in the Form 10-Q for the period ended March 31, 2026
On March 6, 2026, Crescent Energy issued $690 million of 2.75% convertible senior notes due March 15, 2031, including the full exercise of a $90 million underwriter option. The company plans to use about $512 million of the estimated net proceeds to redeem its 9.250% Senior Notes due 2028, and the notes could dilute shareholders if converted, though capped call transactions are expected to reduce that dilution up to a $22.48 per share cap price.
$690 million aggregate principal of 2.75% convertible senior notes due March 15, 2031, issued March 6, 2026, including the $90 million option exercised in full
Initial conversion price of about $14.89 per share, a premium of about 32.5% over the $11.24 share price on March 3, 2026
Capped call transactions cost about $57 million, with an initial cap price of $22.48 per share
About $512 million of net proceeds planned to redeem all outstanding 9.250% Senior Notes due 2028
Crescent Energy reported full-year 2025 net income attributable to the company of $132.9 million, compared with a $114.6 million loss in 2024, and a fourth-quarter net loss of $8.7 million, compared with a $118.0 million loss a year earlier. The company also issued 2026 guidance, including production of 320 to 335 MBoe/d, and raised its share repurchase authorization to $400 million, which gives it more room to buy back stock.
Full-year 2025 net income attributable to Crescent was $132.9 million, or $0.54 per diluted Class A share, versus a $114.6 million loss in 2024
Fourth-quarter 2025 net loss attributable to Crescent was $8.7 million, or $0.03 per share, versus a $118.0 million loss in the fourth quarter of 2024; fourth-quarter revenue was $865 million versus $875 million a year earlier
2026 guidance calls for total production of 320 to 335 MBoe/d and development capital of $1,325 million to $1,425 million
Board raised the share repurchase authorization to $400 million from $150 million and extended the program indefinitely; a $0.12 per share dividend is payable March 25, 2026
Crescent Energy said it expects to report about $165 million of total cash received from hedge positions for the full year 2025 and about $84 million for the fourth quarter, based on preliminary figures. The company says the amounts are subject to change and final results will appear in its 2025 Form 10-K.
Full-year 2025 total cash received from hedges: approximately $165 million
Three months ended December 31, 2025 total cash received from hedges: approximately $84 million
Settlements of derivatives acquired in the SilverBow and Vital mergers contributed $83 million for the year and $34 million for the quarter
Final amounts to be reported in the 10-K for the year ended December 31, 2025
Crescent Energy Co said it issued two series of senior unsecured notes on January 2, 2026, in exchange for Vital Notes under exchange offers. The new notes carry a 7.75% rate due July 31, 2029, and a 9.750% rate due October 15, 2030, and are guaranteed by certain subsidiaries. The filing also says restrictive covenants in the Vital indentures were removed through supplemental indentures that became operative on the settlement date.
$294,843,000 aggregate principal of 7.75% senior notes due July 31, 2029, issued under a January 2, 2026 indenture with U.S. Bank Trust Company as trustee
$237,179,000 aggregate principal of 9.750% senior notes due October 15, 2030, with interest payable April 15 and October 15, starting April 15, 2026
Notes were issued in exchange for Vital Notes and have not been registered under the Securities Act of 1933
Vital supplemental indentures dated December 12, 2025 removed certain restrictive covenants from the Vital indentures
Crescent Energy completed its acquisition of Vital Energy on December 15, 2025, in an all-stock transaction. Two former Vital directors joined Crescent's board, Michael Duginski resigned, and the board now has twelve directors, ten of them independent. Crescent expects to provide pro forma 2026 guidance with its fourth-quarter and full-year 2025 results.
All-stock acquisition of Vital Energy closed December 15, 2025
William Albrecht and Jarvis Hollingsworth appointed to the board; Michael Duginski resigned
Board now has twelve directors, ten independent
Vital 2029 and 2030 notes covenant removals take effect on settlement of the exchange offer; Vital 2032 notes carry 7.875% interest and mature April 15, 2032
Crescent Energy filed unaudited pro forma financial statements that show how its Ridgemar and SilverBow acquisitions, and its pending all-equity Vital Transaction, would have affected its results if they had closed on January 1, 2024. The filing is illustrative and not an actual reported quarter, but it indicates that the combined company would have reported higher net income for the nine months ended September 30, 2025 than Crescent reported on a historical basis.
Ridgemar acquisition closed January 31, 2025, for $830.0 million in cash plus 5,454,546 Class A shares, with up to $170.0 million in earn-out payments tied to WTI prices in 2026 and 2027.
Vital Transaction is an all-equity deal under a Merger Agreement disclosed August 25, 2025; the pro forma statements include it.
Pro forma net income attributable to Crescent for the nine months ended September 30, 2025 was $154.7 million, compared with $141.6 million historical.
For the year ended December 31, 2024, pro forma net income attributable to Crescent was $84.9 million, compared with a historical net loss of $114.6 million.
Crescent Energy reported third-quarter 2025 total revenues of $866.6 million, up from $744.9 million a year earlier, and a net loss attributable to the company of $9.5 million, or $0.04 per share, compared with a $9.9 million loss, or $0.07 per share, in the prior-year quarter. The company also improved its 2025 capital outlook by about 4% and is pursuing an approximately $3.1 billion all-stock acquisition of Vital Energy, expected to close in late fourth quarter 2025.
Q3 total revenues were $866.6 million versus $744.9 million; net loss attributable to Crescent was $9.5 million ($0.04 per share) versus $9.9 million ($0.07 per share) a year earlier.
Operating cash flow was $473 million, levered free cash flow $204 million and Adjusted EBITDAX $487 million; Adjusted Net Income was $88 million.
The 2025 capital outlook improved about 4% versus the original outlook, with production maintained when adjusted for divestitures.
Vital Energy acquisition valued at about $3.1 billion, inclusive of net debt; more than $700 million of non-core divestitures signed in September and October 2025.
Crescent Energy Finance LLC, a wholly owned subsidiary of Crescent Energy Company, signed a Thirteenth Amendment to its Credit Agreement on October 22, 2025. The amendment raises the borrowing base by $1.3 billion, from $2.6 billion to $3.9 billion, but only once the proposed business combination with Vital Energy, Inc. is completed and certain conditions are met. The filing says the amendment also extends the revolving loan maturity and lowers loan pricing, which affects the company's borrowing terms for shareholders.
Borrowing base rises $1.3 billion, from $2.6 billion to $3.9 billion, effective upon completion of the Vital Energy transaction, subject to conditions
Revolving loan maturity extended to October 22, 2030, from April 10, 2029
Loans priced at SOFR plus 1.75% to 2.75%, with a reduced applicable margin
Aggregate maximum credit amount increases from $3.0 billion to $6.0 billion; elected commitments remain at $2.0 billion
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