v3.26.1
Acquisitions and Divestitures
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions and Divestitures Acquisitions and Divestitures
Acquisitions

Vital Energy Merger

In December 2025, we consummated the transactions contemplated by the Agreement and Plan of Merger, dated August 24, 2025 (the "Vital Energy Merger Agreement") (the transactions contemplated within the Vital Energy Merger Agreement, the "Vital Energy Merger"), between CEC, Venus Merger Sub I Inc. ("Venus MS Inc."), Venus Merger Sub II LLC ("Venus MS LLC") and Vital. The Vital Energy Merger has been accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, with Crescent being identified as the accounting acquirer.

In accordance with the terms of the Vital Energy Merger Agreement, each share of Vital common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive from Crescent 1.9062 shares of Class A Common Stock, with cash paid in lieu of any fractional shares of Class A Common Stock. Each Vital restricted stock award that was outstanding immediately prior to the Vital Energy Merger vested in full and was cancelled and converted into the right to receive, without interest, the merger consideration in respect of each share of Vital common stock subject thereto, with cash paid in lieu of any fractional shares of Class A Common Stock. Each Vital cash-settled performance unit that was outstanding immediately prior to the Effective Time vested in full, with performance conditions deemed to have been satisfied at the target performance level, and was cancelled and converted into the right to receive a lump-sum cash payment equal to the product of (i) the total number of shares of Vital common stock subject to such Vital cash-settled performance unit and (ii) the closing trading price per share of Vital common stock reported on the NYSE on the trading day immediately preceding the closing of the Vital Energy Merger, less applicable tax withholdings.

Certain data necessary to complete the purchase price allocation is not yet available, including final tax returns that provide the underlying tax basis of Vital's assets and liabilities. We expect to complete the purchase price allocation during the 12-month period following the acquisition date of the Vital Energy Merger. During the three months ended March 31, 2026, we adjusted the preliminary purchase price for the Vital Energy Merger to reflect certain post-closing adjustments, which included an increase to Oil and gas properties - proved of $11.0 million, an increase to Oil and gas properties - unproved of $0.7 million, a decrease to Accounts receivable, net of $2.8 million, a decrease to Prepaid expenses of $0.3 million, and an increase to Other current liabilities of $8.6 million on the condensed consolidated balance sheet.

Crescent issued 73.3 million shares of Class A Common Stock in the Vital Energy Merger and paid $3.7 million in cash to settle outstanding Vital equity awards.

We reorganized our business as a result of the integration of the assets acquired in the Vital Energy Merger, our acquisition of SilverBow Resources Inc. (the "SilverBow Merger") and certain divestitures, which included one-time termination costs and
exit costs for the closure of certain legacy corporate offices. As of March 31, 2026 we expected the total amount of one-time employee termination benefits incurred to be $62.7 million and lease termination and other costs of $16.4 million, respectively. The following is a reconciliation of our restructuring liability, which is included within Accounts payable and accrued liabilities on the consolidated balance sheets.

One-time employee termination benefitsLease termination and other costsTotal
(in thousands)
December 31, 2025$52,166 $9,153 $61,319 
Costs incurred and charged to expense— 15 15 
Costs paid(31,702)(7,473)(39,175)
March 31, 2026$20,464 $1,695 $22,159 

Ridgemar Acquisition

On January 31, 2025, we acquired all of the outstanding equity interests in Ridgemar (Eagle Ford) LLC ("Ridgemar") for $807.2 million in cash and 5.5 million shares of our Class A Common Stock (the "Ridgemar Acquisition"). In addition, up to $170.0 million in contingent earn-out consideration may be paid in fiscal years 2026 and 2027 if quarterly NYMEX WTI prices of crude oil are above certain thresholds in 2026 and 2027 (collectively, the "Ridgemar Contingent Consideration”). We accounted for the Ridgemar Acquisition as an asset acquisition. See NOTE 4 – Derivatives - Ridgemar Contingent Consideration.

Other Acquisitions

Minerals Acquisitions

In February 2026, we acquired a portfolio of mineral and royalty interests located in the Eagle Ford from unrelated third-parties for an aggregate consideration of approximately $309.9 million, including transaction costs and certain customary purchase price adjustments (the "February 2026 Minerals Acquisition").

In January 2026, we acquired a portfolio of mineral and royalty interests located in the Eagle Ford from unrelated third-parties for an aggregate consideration of approximately $47.9 million, including transaction costs and certain customary purchase price adjustments (the "January 2026 Minerals Acquisition" and together with the February 2026 Minerals Acquisition, the "2026 Minerals Acquisitions").

In July 2025, we acquired a portfolio of oil and natural gas mineral interests located in various U.S. oil and gas basins from an unrelated third-party for total cash consideration of approximately $67.9 million, including transaction costs and certain customary purchase price adjustments (collectively with the 2026 Minerals Acquisitions, the "Minerals Acquisitions").

Webb Gas Acquisition

In January 2025, we acquired additional interests in Crescent operated oil and gas properties located in Webb County, Texas from unaffiliated third parties for aggregate consideration of approximately $21.2 million, subject to customary post-closing adjustments.
Consideration Transferred

The following table summarizes the consideration transferred and the net assets acquired for our acquisitions during 2026 and 2025 that impact the periods presented:

Asset Acquisitions
Business Combination
Acquisition period
2026
2025
2025
January 2026 Minerals Acquisition
February 2026 Minerals Acquisition
2025 Minerals Acquisition
Ridgemar AcquisitionWebb Gas AcquisitionVital Energy Merger
(in thousands)
Consideration transferred:
Cash consideration:
Cash
$47,660 $307,599 $67,369 $807,247 $21,204 $— 
Settlement of Equity Awards in cash
— 3,693 
Equity consideration:
Fair value of Class A Common Stock issued
— — — 82,145 — 640,982 
Settlement of Equity Awards in Class A Common Stock
— — — — — 7,557 
Fair value of contingent earn-out consideration— — — 51,746 — — 
Transaction costs capitalized224 2,255 490 18,484 — — 
Total$47,884 $309,854 $67,859 $959,622 $21,204 $652,232 
Assets acquired and liabilities assumed:
Cash and cash equivalents$— $— $— $— $— $122,923 
Accounts receivable, net— — — 1,150 — 276,882 
Derivative assets – current— — — — — 184,247 
Prepaid expenses— — — — — 25,559 
Oil and natural gas properties - proved23,189 169,735 57,200 988,758 21,204 2,219,008 
Oil and natural gas properties - unproved24,695 140,119 11,044 — — 137,741 
Field and other property and equipment— — — 3,240 — 50,156 
Derivative assets – noncurrent— — — — — 2,471 
Deferred tax asset— — — 695,291 
Other assets— — — — — 62,847 
Accounts payable and accrued liabilities— — (385)(9,565)— (421,231)
Other current liabilities— — — (573)— (39,046)
Long-term debt— — — — — (2,490,578)
Derivative liabilities – noncurrent— — — (7,329)
Asset retirement obligations— — — (22,855)— (127,821)
Other liabilities— — — (533)— (38,888)
Net assets acquired$47,884 $309,854 $67,859 $959,622 $21,204 $652,232 

Supplemental Pro Forma Information (Unaudited)

The following table summarizes our unaudited pro forma financial information for the three months ended March 31, 2025 as if the Vital Energy Merger occurred on January 1, 2025:

Three Months Ended March 31, 2025
(in thousands)
Revenues$1,462,352 
Net income 73,731 
Divestitures

During the three months ended March 31, 2026, we sold non-core assets to unrelated third-party buyers for $1.2 million in aggregate net cash proceeds and recorded a loss of $2.9 million on the sale of such assets.

During the three months ended March 31, 2025, we sold non-core assets to unrelated third-party buyers for $6.9 million in aggregate net cash proceeds and recorded a gain of $10.9 million on the sale of such assets.