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 
______________
(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