v3.26.1
Organization and Basis of Presentation
3 Months Ended
Mar. 31, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Basis of Presentation Organization and Basis of Presentation
Organization

Crescent is a differentiated U.S. 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 deep, high-quality development inventory. Our activities are focused in the Eagle Ford, Permian Basin and Uinta Basin, 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.

Corporate Structure

Our Class A common stock, par value $0.0001 per share ("Class A Common Stock"), is listed on the New York Stock Exchange ("NYSE") under the symbol “CRGY”. CEC is a holding company that conducts all of its business operations through its subsidiaries, including Crescent Energy OpCo LLC ("OpCo") and its subsidiaries. An affiliate of KKR & Co. Inc. (together with its subsidiaries, the "KKR Group") is the sole holder of Crescent's non-economic Series I preferred stock, par value $0.0001 per share, which entitles the holder thereof to appoint the Board of Directors of CEC (our “Board of Directors”) and to certain other approval rights.

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 then-remaining shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), of their redemption rights with respect to all of their OpCo Units (the “Corporate Simplification”). Prior to the Corporate Simplification and elimination of the Company's Up-C structure, holders of Crescent’s then-outstanding Class B Common Stock (which had voting, but no economic, rights with respect to Crescent) held a corresponding number of economic, non-voting units of OpCo (“OpCo Units”), which were generally redeemable or exchangeable for Class A Common Stock or, at our election, cash on the terms and conditions set forth in OpCo’s Amended and Restated Limited Liability Company Agreement (the “OpCo LLC Agreement”). Pursuant to the aforementioned exercise of redemption rights in the Corporate Simplification, all OpCo Units (other than those held by Crescent) were exchanged for an equivalent number of shares of Class A Common Stock and all outstanding shares of Class B Common Stock were cancelled. As a result of the Corporate Simplification, all of the Company’s common stockholders now hold Class A Common Stock. See NOTE 11 – Related Party Transactions for more information.

2025 Equity Transactions

In March 2025, Independence Energy Aggregator L.P. ("IEA"), the entity through which certain private investors in affiliated KKR entities hold their interests in us, exercised its redemption right with respect to 2.9 million OpCo Units, and such OpCo Units were exchanged for an equivalent number of shares of Class A Common Stock and a corresponding number of shares of Class B Common Stock were cancelled (the "2025 Class A Redemption"). The shares of Class A Common Stock were sold by IEA at a price per share of $9.91, pursuant to Rule 144, through a broker-dealer. We did not receive any proceeds or incur any material expenses related to the 2025 Class A Redemption.

As a result of the 2025 Class A Redemption, the total number of shares of our Class A Common Stock increased by 2.9 million shares with a corresponding decrease in the number of shares of our Class B Common Stock, and redeemable noncontrolling interests decreased by $34.1 million, while Additional paid-in capital (“APIC") increased by $34.1 million.
Treasury Stock

Our Board of Directors authorized a stock repurchase program in March 2024 with an approved limit of $150.0 million and a two-year term. In February 2026, our Board of Directors extended the stock repurchase program indefinitely and increased the approved limit to $400.0 million. We may repurchase our Common Stock under such program. Such repurchases may be made from time to time in the open market, in privately negotiated transactions, 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 timing of any repurchases under the stock repurchase program will depend on market conditions, contractual limitations and other considerations. The program may be extended, modified, suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or number of securities. The 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the IRA 2022 applies to repurchases of our Class A Common Stock pursuant to our stock repurchase program.

We record treasury stock purchases at cost, which includes incremental direct transaction costs. Amounts are recorded as a reduction to equity on our condensed consolidated balance sheets. For the three months ended March 31, 2025, we repurchased 0.5 million shares of our Class A Common Stock for $5.3 million, at an average price of $10.58 per share (the "2025 Class A Repurchases"). In connection therewith, we cancelled a corresponding number of OpCo Units held by us. When combining the 2025 Class A Repurchases with the 2025 Class A Redemption, the remaining amount under the plan (as re-authorized in February 2026) is approximately $336.0 million as of March 31, 2026.

In addition, a portion of our treasury stock shares represent shares we withheld associated with the payroll tax withholding obligations due from employees upon the vesting of stock awards. We include the shares withheld as treasury stock on our consolidated balance sheets and separately pay the payroll tax obligation. These retained shares are not part of a publicly announced program to repurchase shares of our Common Stock and are accounted for at cost.

Basis of Presentation

Our unaudited condensed consolidated financial statements (the “financial statements”) include the accounts of the Company and its subsidiaries after the elimination of intercompany transactions and balances, are presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary to present fairly the financial position and results of operations for the respective interim periods. We have no elements of other comprehensive income for the periods presented. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report.

CEC is a holding company that conducts substantially all of its business through its consolidated subsidiaries, including (i) OpCo, which is wholly owned by CEC, and (ii) Crescent Energy Finance LLC ("CEF") and Crescent Royalty Finance LLC ("CRF"), each of which is wholly owned by OpCo. OpCo has no material operations, cash flows, assets or liabilities other than its investments in CEF and CRF. The assets and liabilities of OpCo represent substantially all of our consolidated assets and liabilities, except for certain parent company items held by CEC such as current and deferred taxes, CEC's 2031 Convertible Notes (as defined within NOTE 7 – Debt), and certain liabilities under the Management Agreement (as defined within NOTE 11 – Related Party Transactions).

The financial statements include undivided interests in oil and natural gas properties. We account for our share of oil and natural gas properties by reporting our proportionate share of assets, liabilities, revenues, costs and cash flows within the accompanying condensed consolidated balance sheets, condensed consolidated statements of operations, and condensed consolidated statements of cash flows.