v3.26.1
Related Party Transactions
 3 Months Ended
Mar. 31, 2026
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
KKR Group

Management Agreement

Crescent Energy Company has a management agreement (the "Management Agreement") with KKR Energy Assets Manager LLC (the "Manager"). Pursuant to the Management Agreement, the Manager provides the Company with members of its executive management team and certain management services. The Management Agreement has a term of three years, with automatic three-year renewals, unless the Company or the Manager elects not to renew the Management Agreement. The
current term automatically renewed in December 2024 for an additional three-year term ending December 7, 2027 and will have automatic three-year renewals thereafter, unless the Company or the Manager elects not to renew the Management Agreement.

As consideration for the services rendered pursuant to the Management Agreement and the Manager’s overhead, including compensation of members of its executive management team, the Manager is entitled to receive compensation from the Company equal to $78.5 million per annum ("Manager Compensation"), as of March 31, 2026 , which is included in General and administrative expenses on our condensed consolidated statements of operations. As the Company's business and assets expand, Manager Compensation will increase by an amount equal to 1.5% per annum of the net proceeds from all future issuances of our primary equity securities by the Company (including in connection with acquisitions). See NOTE 3 – Acquisitions and Divestitures for more information.

Prior to the Corporate Simplification, the Manager Compensation was reduced proportionally by the percentage of OpCo Units held as redeemable noncontrolling interests, with such amount distributed concurrently to the holders of redeemable noncontrolling interests. This cash distribution to the holders of redeemable noncontrolling interests did not represent additional Manager Compensation; rather, it represented an ordinary cash distribution to the holders of redeemable noncontrolling interests. In certain instances in our financial statements and other disclosures, we clarify the underlying event that requires us to make such distributions.

During the three months ended March 31, 2026, we recorded General and administrative expense of $19.6 million related to the Manager Compensation. After the Corporate Simplification, there are no longer any outstanding redeemable noncontrolling interests in OpCo, and as such, we no longer make cash distributions to the holders of redeemable noncontrolling interests. During the three months ended March 31, 2025, we recorded General and administrative expense of $13.2 million related to the Manager Compensation and made cash distributions of $4.5 million to our redeemable noncontrolling interests related to the Management Agreement. At both March 31, 2026 and December 31, 2025, we had $19.6 million included within Accounts payable – affiliates on the consolidated balance sheets associated with the Management Agreement.

Additionally, the Manager is entitled to receive Incentive Compensation under which the Manager is targeted to receive Class A Common Stock based on the achievement of certain performance-based measures. Initially, the Incentive Compensation consisted of five tranches, each of which featured a separate three-year performance period and relates to a target number of shares of Class A Common Stock equal to 2% of the outstanding Class A Common Stock as of the time such tranche is settled (each, a "Target PSU"). The first two tranches have vested and were fully expensed as of December 31, 2025. So long as the Manager continuously provides services to us until the end of the performance period applicable to a tranche, the Manager is entitled to settlement of such tranche with respect to a number of shares of Class A Common Stock ranging from 0% to 4.8% of the outstanding Class A Common Stock at the time each tranche is settled. Accordingly, as our Class A Common Stock share count increases, the number of equity-classified Manager PSU target Class A Shares granted under the Crescent Energy Company 2021 Manager Incentive Plan increases. During the three months ended March 31, 2026 and 2025, we recorded non-cash general and administrative expense of $21.1 million and $25.3 million, respectively, related to Incentive Compensation. See NOTE 10 – Equity-Based Compensation Awards for more information.

KKR Funds

From time to time, we may invest in upstream oil and gas assets alongside EIGF II and/or other KKR funds ("KKR Funds") pursuant to the terms of the Management Agreement. In these instances, certain of our consolidated subsidiaries enter into Master Service Agreements ("MSA") with entities owned by KKR Funds, pursuant to which our subsidiaries provide certain services to such KKR Funds, including the allocation of the production and sale of oil, natural gas and NGLs, collection and disbursement of revenues, operating expenses and general and administrative expenses in the respective oil and natural gas properties, and the payment of all capital costs associated with the ongoing operations of the oil and natural gas assets. Our subsidiaries settle balances due to or due from KKR Funds on a quarterly basis. The administrative costs associated with these MSAs are allocated by us to KKR Funds based on (i) an actual basis for direct expenses we may incur on their behalf or (ii) an allocation of such charges between the various KKR Funds based on the estimated use of such services by each party. As of March 31, 2026 and December 31, 2025, we had a related party receivable of $0.1 million and $1.2 million, respectively, included within Accounts receivable – affiliates and a related party payable of $2.1 million and $25.1 million, respectively, included within Accounts payable – affiliates on our condensed consolidated balance sheets associated with KKR Funds transactions.
KKR Capital Markets LLC ("KCM")

We may engage KCM, an affiliate of KKR Group, for capital market transactions primarily including notes offerings, credit facility structuring and equity offerings. In March 2026, in connection with our offering of 2031 Convertible Notes, we paid fees to our underwriting syndicate, of which $5.0 million was paid to KCM. The following table summarizes fees, discounts and commissions paid to KCM by Crescent in connection with our debt and equity transactions:

Three Months Ended March 31,
20262025
(in thousands)
Amounts paid to KCM$5,008 $— 

We recorded these fees to debt issuance costs within Long-term debt (notes offerings) and Other assets (credit facility structuring) or APIC (equity offerings).

Other Transactions

During the three months ended March 31, 2025, we made cash distributions of $7.7 million to our redeemable noncontrolling interests related to their pro rata share of cash distributions made to CEC to pay dividends and income taxes. As a result of the Corporate Simplification, such pro rata distributions to holders of redeemable noncontrolling interests were eliminated.

In addition, during the three months ended March 31, 2026 and 2025, we reimbursed KKR $0.6 million for both periods for costs incurred on our behalf. At March 31, 2026 and December 31, 2025, we had $0.7 million accrued for both periods within Accounts payable - affiliates on the condensed consolidated balance sheet for reimbursable costs.

Other

We may be required to fund certain workover costs, and we will be required to fund plugging and abandonment costs related to producing assets held by Chama, an Investment in equity affiliates on our condensed consolidated balance sheets. John Goff, the Chairman of our Board of Directors, holds an approximate interest of 17.5% in Chama, and the remaining interests are held by other investors. During the three months ended March 31, 2025, we funded $2.0 million to Chama associated with plugging and abandonment costs. During the three months ended March 31, 2026, we received $1.3 million from Chama in connection with the cessation of its operations and the closure of its bank accounts.