Exhibit 99.5
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Introduction
On October 8, 2026, Crescent Energy Company (“Crescent”) entered into a Purchase and Sale Agreement (the “Devon EF Assets Acquisition Agreement”) with Devon Energy Production Company, L.P. (“Devon”), a subsidiary of Devon Energy Corporation, pursuant to which Crescent agreed to acquire certain oil and natural gas properties located in the Eagle Ford (the “Devon EF Assets” and such transaction, the “Devon EF Assets Acquisition”) for aggregate cash consideration of approximately $4.2 billion, subject to customary purchase price adjustments. The Devon EF Assets Acquisition is expected to close in the fourth quarter of 2026 or early 2027, and the closing is subject to customary conditions, including, among other things, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
In connection with its entry into the Devon EF Assets Acquisition Agreement, Crescent obtained a debt commitment letter from JPMorgan Chase Bank, N.A. providing for a 364-day senior unsecured bridge loan facility in an aggregate principal amount of $2.0 billion, subject to the satisfaction of certain conditions (the “Bridge Commitment”). The pro forma financial statements assume that the cash consideration for the Devon EF Assets Acquisition is funded with (i) cash on hand of $247.6 million, (ii) borrowings of $2.0 billion under the Bridge Commitment (the “Bridge Borrowings”), and (iii) borrowings of $2.0 billion under the Crescent Revolving Credit Facility (as defined below) (such borrowings, the “Revolver Borrowings” and, together with the Bridge Borrowings and the Devon EF Assets Acquisition, the “Devon Transactions”). The pro forma financial statements do not give effect to any offering of debt or equity securities or other financing, the net cash proceeds of which would reduce the Bridge Commitment.
On December 15, 2025 (the “Vital Merger Closing Date”), Crescent completed its acquisition of Vital Energy, Inc. (“Vital”) pursuant to the Agreement and Plan of Merger, dated August 24, 2025 (such transaction, the “Vital Energy Merger”), and drew on Crescent’s senior secured reserve-based revolving credit agreement (the “Crescent Revolving Credit Facility”) to repay the outstanding borrowings under Vital’s senior secured credit facility (the “Vital Revolving Credit Facility”) immediately following the closing (the “RCF Draw”). The Vital Revolving Credit Facility was terminated upon repayment.
On January 31, 2025, Crescent completed its acquisition of all of the issued and outstanding securities of Ridgemar (Eagle Ford) LLC (“Ridgemar” and such transaction, the “Ridgemar Acquisition” and, together with the Vital Energy Merger, the “2025 Acquisitions”).
The unaudited pro forma condensed combined financial statements (the “pro forma financial statements”) have been prepared from the historical consolidated financial statements of Crescent, the historical statements of revenues and direct operating expenses of the Devon EF Assets and, for the year ended December 31, 2025, the historical financial information of Vital and Ridgemar for the periods prior to their respective acquisitions, adjusted to give effect to the Devon Transactions and, for the year ended December 31, 2025, the 2025 Acquisitions and the RCF Draw (collectively with the Devon Transactions, the “Pro Forma Transactions”). The unaudited pro forma condensed combined balance sheet as of June 30, 2026 (the “pro forma balance sheet”) gives effect to the Devon Transactions as if they had occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 (the “pro forma statements of operations”) give effect to the Pro Forma Transactions as if each had occurred on January 1, 2025.
The pro forma balance sheet as of June 30, 2026 and the pro forma statement of operations for the six months ended June 30, 2026 reflect no adjustments for the 2025 Acquisitions or the RCF Draw, as those transactions are already reflected in Crescent’s historical balance sheet and statement of operations for such periods. The pro forma financial statements contain certain reclassification adjustments to conform the historical financial statement presentation of the Devon EF Assets, Vital and Ridgemar with Crescent’s historical financial statement presentation.
The historical financial information of the Devon EF Assets consists of statements of revenues and direct operating expenses, which do not include general and administrative expense, the effects of derivative transactions, interest income or expense, depreciation, depletion and amortization, any provision for income tax expense and other income and expense items not directly associated with the Devon EF Assets. Historical financial statements


reflecting financial position, results of operations and cash flows are not presented for the Devon EF Assets, as such information is not readily available and not meaningful to the Devon EF Assets. Accordingly, the pro forma statements of operations are not indicative of the results of operations of the Devon EF Assets going forward, because they necessarily exclude various operating expenses. No historical balance sheet of the Devon EF Assets is presented. The pro forma balance sheet reflects the Devon EF Assets Acquisition through transaction accounting adjustments based on the preliminary purchase price allocation described in Note 2.
The following pro forma financial statements are based on, and should be read in conjunction with:
•the audited consolidated financial statements of Crescent for the year ended December 31, 2025 and the unaudited condensed consolidated financial statements of Crescent as of and for the six months ended June 30, 2026, and the related notes thereto;
•the audited statements of revenues and direct operating expenses of the Devon EF Assets for the years ended December 31, 2025 and 2024 and the unaudited statements of revenues and direct operating expenses of the Devon EF Assets for the six months ended June 30, 2026 and 2025, and the related notes thereto, included as Exhibit 99.4 to this Current Report on Form 8-K;
•the unaudited condensed consolidated financial statements of Vital for the nine months ended September 30, 2025, and the related notes thereto, included as Exhibit 99.3 to this Current Report on Form 8-K; and
•the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” and other cautionary statements included in Crescent’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
The pro forma financial statements were derived by making certain transaction accounting adjustments to the historical financial statements noted above. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual impact of the Pro Forma Transactions may differ from the adjustments made to the pro forma financial statements. However, Crescent’s management believes that the assumptions provide a reasonable basis for presenting the significant effects for the periods presented as if the Pro Forma Transactions had been consummated earlier, and that all adjustments necessary to fairly present the pro forma financial statements have been made.
As of the date of this Current Report on Form 8-K, Crescent has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the Devon EF Assets to be acquired and the liabilities to be assumed and the related allocation of purchase price. A final determination of the fair value of the Devon EF Assets and the related liabilities will be based on the assets acquired and liabilities assumed as of the closing date of the Devon EF Assets Acquisition (the “Devon Closing Date”) and, therefore, cannot be made prior to the completion of the Devon EF Assets Acquisition. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available or as additional analysis is performed.
The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma financial statements presented below. Crescent estimated the fair value of the Devon EF Assets and the related liabilities based on preliminary valuation studies, due diligence and information provided by Devon. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the pro forma financial statements. The final purchase price allocation may be materially different than that reflected in the preliminary pro forma purchase price allocation presented herein.
The pro forma financial statements and related notes are presented for illustrative purposes only and should not be relied upon as an indication of the financial position or operating results that Crescent would have achieved if the Devon EF Assets Acquisition Agreement had been entered into and the Pro Forma Transactions had taken place on the assumed dates. The pro forma financial statements do not reflect future events that may occur after the consummation of the Devon EF Assets 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 financial statements and should not be relied on as an indication of the future results of Crescent.

Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2026
(in thousands)
Crescent
(Historical)		Transaction Accounting AdjustmentsCrescent Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents$264,882 $(247,600)(a)$17,282 
Restricted cash5,467 — 5,467 
Accounts receivable, net664,936 — 664,936 
Accounts receivable – affiliates3,899 — 3,899 
Derivative assets – current53,759 — 53,759 
Prepaid expenses49,642 — 49,642 
Other current assets60,027 — 60,027 
Total current assets1,102,612 (247,600)855,012 
Property, plant and equipment:
Oil and natural gas properties at cost, successful efforts method
Proved14,132,507 3,502,890 (b)17,635,397 
Unproved567,174 849,150 (b)1,416,324 
Oil and natural gas properties at cost, successful efforts method14,699,681 4,352,040 19,051,721 
Field and other property and equipment, at cost177,134 — 177,134 
Total property, plant and equipment14,876,815 4,352,040 19,228,855 
Less: accumulated depreciation, depletion, amortization and impairment(4,245,505)— (4,245,505)
Property, plant and equipment, net10,631,310 4,352,040 14,983,350 
Derivative assets – noncurrent22,024 — 22,024 
Investments in equity affiliates9,149 — 9,149 
Deferred tax asset73,086 — 73,086 
Other assets170,195 — 170,195 
TOTAL ASSETS$12,008,376 $4,104,440 $16,112,816 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities$977,199 $56,700 
(c)
$1,033,899 
Accounts payable – affiliates20,814 — 20,814 
Derivative liabilities – current28,345 — 28,345 
Financing lease obligations – current4,225 — 4,225 
Short-term debt— 1,989,000 (a)1,989,000 
Other current liabilities136,752 — 136,752 
Total current liabilities1,167,335 2,045,700 3,213,035 
Long-term debt5,166,022 1,983,400 (a)7,149,422 
Derivative liabilities – noncurrent9,854 — 9,854 
Asset retirement obligations379,933 75,340 (b)455,273 
Deferred tax liability15,127 — 15,127 
Financing lease obligations – noncurrent1,435 — 1,435 
Other liabilities109,081 — 109,081 
Total liabilities6,848,787 4,104,440 10,953,227 
Equity:
Class A common stock33 — 33 
Class B common stock— — — 
Preferred stock— — — 
Treasury stock, at cost(72,441)— (72,441)
Additional paid-in capital5,191,073 — 5,191,073 
Retained earnings (accumulated deficit)33,287 — 33,287 
Noncontrolling interests7,637 — 7,637 
Total equity5,159,589 — 5,159,589 
TOTAL LIABILITIES AND EQUITY$12,008,376 $4,104,440 $16,112,816 
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Six Months Ended June 30, 2026
(in thousands, except per share data)
Crescent
(Historical)		Devon EF Assets (Historical)Transaction Accounting AdjustmentsCrescent Pro Forma Combined
Revenues:
Oil$2,120,146 $— $682,285 (a)$2,802,431 
Natural gas192,141 — 44,473 (a)236,614 
Natural gas liquids254,478 — 60,371 (a)314,849 
Midstream and other11,019 — — 11,019 
Operating revenues— 787,129 (787,129)(a)— 
Total revenues
2,577,784 787,129 — 3,364,913 
Expenses:
Lease and asset operating expense441,278 — 93,453 (a)534,731 
Workover expense63,245 — — 63,245 
Gathering, processing and transportation196,554 — 29,748 (a)226,302 
Production and other taxes124,707 — 39,955 (a)164,662 
Direct operating expenses— 163,156 (163,156)(a)— 
Depreciation, depletion and amortization712,129 — 263,934 (b)976,063 
Impairment of oil and natural gas properties— — — — 
Exploration expense6,885 — — 6,885 
Midstream and other operating expense10,904 — — 10,904 
General and administrative expense124,294 — — 124,294 
Gain on sale of assets(10,690)— — (10,690)
Total expenses
1,669,306 163,156 263,934 2,096,396 
Income (loss) from operations
908,478 623,973 (263,934)1,268,517 
Other income (expense):
Loss on derivatives(524,708)— — (524,708)
Interest expense(204,397)— (132,760)(c)(337,157)
Loss from extinguishment of debt(17,397)— — (17,397)
Other income (expense)144 — — 144 
Income (loss) from equity affiliates
56 — — 56 
Total other income (expense)
(746,302)— (132,760)(879,062)
Income (loss) before taxes162,176 623,973 (396,694)389,455 
Income tax expense(87,648)— (50,001)(d)(137,649)
Net income (loss)
74,528 623,973 (446,695)251,806 
Less: net income attributable to noncontrolling interests(1,610)— — (1,610)
Net income (loss) attributable to Crescent Energy
$72,918 $623,973 $(446,695)$250,196 
Net income (loss) per share:
Class A common stock – basic$0.22 $0.76 (g)
Class A common stock – diluted$0.21 $0.69 (g)
Class B common stock – basic and diluted$— $— 
Weighted average shares outstanding:
Class A common stock – basic329,283 329,283 
Class A common stock – diluted366,832 366,832 
Class B common stock – basic and diluted— — 
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2025
(in thousands, except per share data)
Crescent
(Historical)		2025 Acquisitions Adjustments
(See Note 3)		Crescent Pro Forma for 2025 AcquisitionsDevon EF Assets
(Historical)		Transaction Accounting AdjustmentsCrescent Pro Forma Combined
Revenues:
Oil$2,372,726 $1,505,277 $3,878,003 $— $844,358 (a)$4,722,361 
Natural gas673,540 39,072 712,612 — 67,781 (a)780,393 
Natural gas liquids390,629 189,878 580,507 — 84,604 (a)665,111 
Midstream and other142,887 5,158 148,045 — — 148,045 
Operating revenues— — — 996,743 (996,743)(a)— 
Total revenues
3,579,782 1,739,385 5,319,167 996,743 — 6,315,910 
Expenses:
Lease and asset operating expense767,814 360,862 1,128,676 — 163,726 (a)1,292,402 
Workover expense74,537 63,829 138,366 — — 138,366 
Gathering, processing and transportation408,920 65,403 474,323 — 43,541 (a)517,864 
Production and other taxes219,416 101,160 320,576 — 57,686 (a)378,262 
Direct operating expenses— — — 264,953 (264,953)(a)— 
Depreciation, depletion and amortization1,166,902 284,552 1,451,454 — 422,135 (b)1,873,589 
Impairment expense254,551 1,005,242 1,259,793 — — 1,259,793 
Exploration expense16,795 2,257 19,052 — — 19,052 
Midstream and other operating expense116,945 10,850 127,795 — — 127,795 
General and administrative expense472,160 165,250 637,410 — — 637,410 
Gain on sale of assets(147,537)(2,416)(149,953)— — (149,953)
Total expenses
3,350,503 2,056,989 5,407,492 264,953 422,135 6,094,580 
Income (loss) from operations
229,279 (317,604)(88,325)731,790 (422,135)221,330 
Other income (expense):
Gain on derivatives302,901 273,564 576,465 — — 576,465 
Interest expense(298,432)(196,218)(494,650)— (276,519)(c)(771,169)
Loss from extinguishment of debt(29,248)— (29,248)— — (29,248)
Other income (expense)(5,018)3,142 (1,876)— — (1,876)
Income (loss) from equity affiliates2,188 (345)1,843 — — 1,843 
Total other income (expense)
(27,609)80,143 52,534 — (276,519)(223,985)
Income (loss) before taxes201,670 (237,461)(35,791)731,790 (698,654)(2,655)
Income tax expense(34,504)(329,153)(363,657)— (7,290)(d)(370,947)
Net income (loss)
167,166 (566,614)(399,448)731,790 (705,944)(373,602)
Less: net income attributable to noncontrolling interests(20,210)— (20,210)— — (20,210)
Less: net (income) loss attributable to redeemable noncontrolling interests(14,050)11,651 (2,399)— (1,673)(e)(4,072)
Net income (loss) attributable to Crescent Energy
$132,906 $(554,963)$(422,057)$731,790 $(707,617)$(397,884)
Net income (loss) per share:
Class A common stock – basic$0.55 $(1.35)(f)$(1.27)(g)
Class A common stock – diluted$0.54 $(1.35)(f)$(1.27)(g)
Class B common stock – basic and diluted$— $— $— 
Weighted average shares outstanding:
Class A common stock – basic242,060 312,266 (f)312,266 (g)
Class A common stock – diluted245,058 312,266 (f)312,266 (g)
Class B common stock – basic and diluted16,609 16,609 16,609 
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

Notes to unaudited pro forma condensed combined financial statements
NOTE 1 – Basis of pro forma presentation
The pro forma financial statements have been derived from the historical consolidated financial statements of Crescent, the historical statements of revenues and direct operating expenses of the Devon EF Assets and, for the year ended December 31, 2025, the historical financial information of Vital for the period from January 1, 2025 through December 14, 2025 and of Ridgemar for the period from January 1, 2025 through January 30, 2025. The pro forma balance sheet as of June 30, 2026 gives effect to the Devon Transactions as if they had occurred on June 30, 2026. The pro forma statement of operations for the year ended December 31, 2025 gives effect to the Pro Forma Transactions, and the pro forma statement of operations for the six months ended June 30, 2026 gives effect to the Devon Transactions, in each case as if they had occurred on January 1, 2025. The 2025 Acquisitions and the RCF Draw are reflected in Crescent’s historical balance sheet as of June 30, 2026 and statement of operations for the six months then ended.
The pro forma financial statements 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 financial statements. 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 financial statements do not purport to represent what the combined entity’s financial position or results of operations would have been if the Pro Forma Transactions had actually occurred on the dates indicated above, nor are they indicative of Crescent’s future financial position or results of operations.
These pro forma financial statements should be read in conjunction with the historical financial statements, and related notes thereto, of Crescent, Vital and Ridgemar, and the historical statements of revenues and direct operating expenses, and related notes thereto, of the Devon EF Assets, for the periods presented.
NOTE 2 – Pro forma acquisition accounting
The Devon EF Assets Acquisition is expected to be accounted for as an asset acquisition. The allocation of the preliminary estimated purchase price is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed as of June 30, 2026 using currently available information. Because the pro forma financial statements have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on Crescent’s financial position and results of operations may differ significantly from the pro forma amounts included in this Current Report on Form 8-K. Crescent expects to finalize its allocation of the purchase price as soon as practicable after completion of the Devon EF Assets Acquisition. The cost of the Devon EF Assets Acquisition, including transaction costs, is allocated to the assets to be acquired based on their relative fair values, and no goodwill is recognized.
The preliminary purchase price allocation is subject to change as a result of several factors, including but not limited to:
•changes in the estimated fair value of the Devon EF Assets to be acquired and liabilities to be assumed as of the Devon Closing Date, which could result from changes in future oil and natural gas commodity prices, reserve estimates, interest rates, and other factors; and
•purchase price adjustments under the Devon EF Assets Acquisition Agreement and the final amount of transaction costs.
The preliminary determination of consideration transferred and the purchase price allocation to assets to be acquired and liabilities to be assumed is as follows (in thousands):


Devon EF Assets Acquisition
Consideration transferred:
Cash consideration$4,220,000 
Transaction costs capitalized56,700 
Total$4,276,700 
Assets acquired and liabilities assumed:
Oil and natural gas properties - proved3,502,890 
Oil and natural gas properties - unproved849,150 
Asset retirement obligations(75,340)
Total assets acquired and liabilities assumed$4,276,700 
2025 Acquisitions
The Vital Energy Merger was accounted for using the acquisition method of accounting for business combinations in accordance with ASC 805 with Crescent considered to be the accounting acquirer. The allocation of the purchase price for Vital is preliminary. 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, and Crescent expects to complete the purchase price allocation during the 12-month period following the Vital Merger Closing Date. During the six months ended June 30, 2026, Crescent adjusted the preliminary purchase price allocation for the Vital Energy Merger to reflect certain post-closing adjustments, which are reflected in the table below. The assets acquired and liabilities assumed in the Vital Energy Merger are reflected in Crescent’s historical balance sheet as of June 30, 2026.
The preliminary purchase price allocation for the Vital Energy Merger is subject to change as a result of several factors, including but not limited to:
•changes in the estimated fair value of Vital’s assets acquired and liabilities assumed as of the Vital Merger Closing Date;
•the tax basis of Vital’s assets and liabilities as of the Vital Merger Closing Date; and
•certain of the factors described in “Risk Factors” included in Crescent’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.


The Ridgemar Acquisition was accounted for as an asset acquisition. The allocation of the purchase price for Ridgemar has been completed.
The determination of consideration transferred and the purchase price allocation to assets acquired and liabilities assumed for the 2025 Acquisitions, as presented in Crescent’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, is as follows (in thousands):
Vital Energy MergerRidgemar Acquisition
Consideration transferred:
Cash consideration:
Cash$— $807,247 
Settlement of Equity Awards in cash3,693 — 
Equity consideration:
Fair value of Class A Common Stock issued640,982 82,145 
Settlement of Equity Awards in Class A Common Stock7,557 — 
Fair value of contingent earn-out consideration— 51,746 
Transaction costs capitalized— 18,484 
Total$652,232 $959,622 
Assets acquired and liabilities assumed:
Cash and cash equivalents$122,923 $— 
Accounts receivable, net276,882 1,150 
Derivative assets – current184,247 — 
Prepaid expenses25,559 — 
Oil and natural gas properties - proved2,220,703 988,758 
Oil and natural gas properties - unproved137,846 — 
Field and other property and equipment50,156 3,240 
Derivative assets – noncurrent2,471 — 
Deferred tax asset695,291 — 
Other assets62,847 — 
Accounts payable and accrued liabilities(423,031)(9,565)
Other current liabilities(39,046)(573)
Long-term debt(2,490,578)— 
Derivative liabilities – noncurrent(7,329)— 
Asset retirement obligations(127,821)(22,855)
Other liabilities(38,888)(533)
Net assets acquired$652,232 $959,622 
NOTE 3 – 2025 Acquisitions Adjustments
Pro forma statement of operations for the year ended December 31, 2025
The column “2025 Acquisitions Adjustments” in the pro forma statement of operations for the year ended December 31, 2025 reflects the historical results of Vital for the period from January 1, 2025 through December 14, 2025 and of Ridgemar for the period from January 1, 2025 through January 30, 2025, together with the transaction


accounting adjustments for the 2025 Acquisitions and the financing adjustments for the RCF Draw. A reconciliation of the amounts presented as “2025 Acquisitions Adjustments” is as follows (in thousands):
Vital As Adjusted
(See Note 4)		Ridgemar
(Historical)		Transaction Accounting AdjustmentsFinancing Adjustments2025 Acquisitions Adjustments
Revenues:
Oil$1,467,340 $37,937 $— $— $1,505,277 
Natural gas38,126 946 — — 39,072 
Natural gas liquids188,122 1,756 — — 189,878 
Midstream and other5,158 — — — 5,158 
Total revenues
1,698,746 40,639 — — 1,739,385 
Expenses:
Lease and asset operating expense357,010 3,852 — — 360,862 
Workover expense63,404 425 — — 63,829 
Gathering, processing and transportation63,947 1,456 — — 65,403 
Production and other taxes99,549 1,611 — — 101,160 
Depreciation, depletion and amortization715,697 — (431,145)(a)— 284,552 
Impairment expense1,005,242 — — — 1,005,242 
Exploration expense— — 2,257 (b)— 2,257 
Midstream and other operating expense10,850 — — — 10,850 
General and administrative expense135,878 — 22,622 (b)— 165,250 
6,750 (c)
Gain on sale of assets(2,416)— — — (2,416)
Total expenses
2,449,161 7,344 (399,516)— 2,056,989 
Income (loss) from operations
(750,415)33,295 399,516 — (317,604)
Other income (expense):
Gain on derivatives273,564 — — — 273,564 
Interest expense(197,139)— — 921 (f)(196,218)
Loss from extinguishment of debt— — — — — 
Other income (expense)3,142 — — — 3,142 
Income (loss) from equity affiliates
(345)— — — (345)
Total other income (expense)
79,222 — — 921 80,143 
Income (loss) before taxes(671,193)33,295 399,516 921 (237,461)
Income tax expense(235,032)— (93,737)(d)(384)(d)(329,153)
Net income (loss)
(906,225)33,295 305,779 537 (566,614)
Less: net (income) loss attributable to redeemable noncontrolling interests— — 11,698 (e)(47)(e)11,651 
Net income (loss) attributable to Crescent Energy
$(906,225)$33,295 $317,477 $490 $(554,963)
Transaction Accounting Adjustments
(a)Reflects pro forma depletion expense calculated in accordance with the successful efforts method of accounting for oil and gas properties. For the Vital Energy Merger, the adjustment also reflects the increase in accretion expense related to the higher asset retirement obligation liability which was adjusted to reflect Crescent’s internal estimates, discount rate, and useful life estimate. For the Ridgemar Acquisition, the adjustment reflects pro forma depletion expense and accretion expense for the period from January 1, 2025 through January 30, 2025.
(b)Reflects adjustments to general and administrative expense and exploration expense related to costs capitalized by Vital under the full cost method of accounting for oil and gas properties that are expensed on a pro forma basis to conform to Crescent’s accounting under the successful efforts method of accounting for oil and gas properties.
(c)Reflects the impact on general and administrative expense related to increases in Crescent's Management Fee related to the issuance of additional shares of Crescent Class A Common Stock as consideration in the Vital Energy Merger.


(d)Reflects the income tax effect of the pro forma adjustments presented.
(e)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 73.3 million shares of Crescent Class A Common Stock as part of the Vital Energy Merger, and the allocation to redeemable noncontrolling interests of Ridgemar’s historical results and the pro forma adjustments for the Ridgemar Acquisition.
Financing Adjustments
(f)Reflects the pro forma impact of the RCF Draw to repay outstanding amounts borrowed under the Vital Revolving Credit Facility, and the pro forma interest expense related to borrowings of $655.0 million under the Crescent Revolving Credit Facility to fund a portion of the cash consideration for the Ridgemar Acquisition for the period from January 1, 2025 through January 30, 2025.


NOTE 4 – Adjustments to Vital’s historical statement of operations
Pro forma statement of operations reclassification adjustments for the year ended December 31, 2025
Certain reclassification adjustments were made to Vital’s historical statement of operations in order to conform with Crescent’s financial statement presentation. A reconciliation of amounts derived and presented as “Vital As Adjusted” in Note 3 is as follows (in thousands, except per share data):
Vital
(Historical)(1)
Vital
(Historical)(2)
Vital
Reclassification Adjustments		Vital As Adjusted
Revenues:
Oil$— $— $1,467,340 $1,467,340 
Oil sales
1,155,448 311,892 (1,467,340)— 
Natural gas— — 38,126 38,126 
Natural gas sales47,175 (9,049)(38,126)— 
Natural gas liquids— — 188,122 188,122 
NGL sales155,714 32,408 (188,122)— 
Midstream and other— — 5,158 5,158 
Other operating revenues4,296 862 (5,158)— 
Total revenues
1,362,633 336,113 — 1,698,746 
Expenses:
Lease and asset operating expense— — 357,010 357,010 
Lease operating expense325,494 94,920 (357,010)— 
(63,404)
Workover expense— — 63,404 63,404 
Gathering, processing and transportation— — 63,947 63,947 
Oil transportation and marketing expenses31,296 7,855 (39,151)— 
Gas gathering, processing and transportation expenses18,910 5,886 (24,796)— 
Production and other taxes— — 99,549 99,549 
Production and ad valorem taxes80,106 19,443 (99,549)— 
Depreciation, depletion and amortization— — 711,908 715,697 
3,789 
Depletion, depreciation and amortization556,840 155,068 (711,908)— 
Impairment expense1,005,242 — — 1,005,242 
Midstream and other operating expense— — 10,850 10,850 
Other operating expenses, net10,456 4,528 (10,850)— 
(3,789)
(345)
General and administrative expense— — 135,878 135,878 
General and administrative71,517 59,734 (131,251)— 
Organizational restructuring expenses4,627 — (4,627)— 
Gain on sale of assets— — (2,416)(2,416)
Total expenses
2,104,488 347,434 (2,761)2,449,161 
Gain (loss) on disposal of assets, net2,050 366 (2,416)— 
Income (loss) from operations
(739,805)(10,955)345 (750,415)
Other income (expense):
Gain on derivatives— — 273,564 273,564 
Gain (loss) on derivatives, net169,233 104,331 (273,564)— 
Interest expense(150,228)(46,911)— (197,139)
Loss from extinguishment of debt— — — — 
Other income (expense)— — 3,142 3,142 
Other income (expense), net2,215 927 (3,142)— 
Income (loss) from equity affiliates
— — (345)(345)
Total other income (expense)
21,220 58,347 (345)79,222 


Income (loss) before taxes(718,585)47,392 — (671,193)
Income tax benefit (expense)(236,346)1,314 — (235,032)
Net income (loss)
$(954,931)$48,706 $— $(906,225)
Net income (loss) per share:
Basic$(25.32)
Diluted$(25.32)
Weighted average common shares outstanding:
Basic37,714 
Diluted37,714 
______________
(1)Reflects the historical operations of Vital for the nine months ended September 30, 2025.
(2)Reflects the historical operations of Vital for the period from October 1, 2025 through December 14, 2025.
NOTE 5 – Adjustments to the pro forma financial statements
The pro forma financial statements have been prepared to illustrate the effects of the Pro Forma Transactions and have been prepared for informational purposes only.
The preceding pro forma financial statements 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 balance sheet adjustments as of June 30, 2026
The adjustments included in the pro forma balance sheet as of June 30, 2026 are as follows:
Transaction Accounting Adjustments
(a)Reflects the funding of the cash consideration for the Devon EF Assets Acquisition and related debt issuance costs with (i) cash on hand of $247.6 million, (ii) borrowings of $2.0 billion under the Bridge Commitment, net of debt issuance costs of $11.0 million, presented as short-term debt because the Bridge Borrowings mature 364 days after the closing of the Devon EF Assets Acquisition, and (iii) borrowings of $2.0 billion under the Crescent Revolving Credit Facility, presented as long-term debt.
(b)Reflects the recognition of the oil and natural gas properties to be acquired at their preliminary allocated cost and the asset retirement obligations to be assumed in the Devon EF Assets Acquisition. See Note 2 for further details.
(c)Reflects the accrual of estimated transaction costs of $56.7 million directly related to the Devon EF Assets Acquisition, which are capitalized as part of the cost of the oil and natural gas properties to be acquired. Estimated transaction costs are based on preliminary estimates, and the final amounts and the resulting effect on Crescent's financial position may differ significantly. These incremental costs are not yet reflected in the historical consolidated balance sheet of Crescent as of June 30, 2026. The estimated incremental transaction costs are reflected in the pro forma balance sheet as an increase to accounts payable and accrued liabilities.
Pro forma statements of operations adjustments for the six months ended June 30, 2026 and for the year ended December 31, 2025
The adjustments included in the pro forma statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 are as follows:
Transaction Accounting Adjustments
(a)Reflects reclassification adjustments made to the Devon EF Assets’ historical statements of revenues and direct operating expenses in order to conform with Crescent’s financial statement presentation. Operating revenues


were reclassified to oil, natural gas and natural gas liquids revenues, and direct operating expenses were reclassified to lease and asset operating expense, gathering, processing and transportation and production and other taxes.
(b)Reflects pro forma depletion expense on the Devon EF Assets calculated in accordance with the successful efforts method of accounting for oil and gas properties and accretion expense on the asset retirement obligations assumed.
(c)Reflects pro forma interest expense on the Bridge Borrowings at an assumed interest rate of 7.41%, based on Term SOFR as of September 30, 2026 plus the initial margin of 3.50% applied to each period presented, and on the Revolver Borrowings at an assumed interest rate of 5.91%. Debt issuance costs of $11.0 million related to the short-term Bridge Borrowings were amortized over its term and recognized within pro forma interest expense for the year ended December 31, 2025. A change of 0.125% in the assumed interest rates would change pro forma interest expense by approximately $5.0 million for the year ended December 31, 2025 and $2.5 million for the six months ended June 30, 2026.
(d)Reflects the income tax effect of the historical revenues and direct operating expenses of the Devon EF Assets and of the pro forma adjustments presented. The tax rate applied was the estimated combined federal and state statutory rate of 22.0%. The effective rate of Crescent in the future could be significantly different (either higher or lower) depending on a variety of factors.
(e)Reflects the allocation to redeemable noncontrolling interests of the net income effect of the Devon EF Assets’ historical revenues and direct operating expenses and of the pro forma adjustments for the portion of the year ended December 31, 2025 prior to the elimination of Crescent’s Up-C structure in April 2025, based on the pro forma ownership of Crescent Energy OpCo LLC held by the redeemable noncontrolling interest holders during that period. No redeemable noncontrolling interests remain following the elimination of the Up-C structure.
(f)Reflects the impact to the allocation of net income attributable to Crescent and the computation of basic and diluted net income (loss) per share for the issuance of 73.3 million shares of Crescent Class A Common Stock as part of the Vital Energy Merger.
(g)Reflects the impact of the pro forma adjustments on the computation of basic and diluted net income (loss) per share. No shares of Crescent Class A Common Stock are issued in the Devon Transactions.
NOTE 6 – 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 proved undeveloped oil, natural gas, and NGL reserves information as of December 31, 2025 for Crescent’s consolidated operations, along with a summary of changes in quantities of net remaining proved reserves for the year ended December 31, 2025. The disclosures below are derived from the “Oil and natural gas reserves” for the year ended December 31, 2025 included within Crescent’s Annual Report on Form 10-K and the supplemental oil and gas information of the Devon EF Assets included in Exhibit 99.4 to this Current Report on Form 8-K. 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 reserves information is not necessarily indicative of the results that might have occurred had the Pro Forma Transactions been completed on January 1, 2025 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 proved undeveloped oil, natural gas, and NGL reserves as of December 31, 2024 and 2025 and the changes in the pro forma quantities of net remaining proved reserves for the year ended December 31, 2025 are as follows:


Oil and Condensate (MBbls)
Crescent
(Historical)		2025 Acquisitions AdjustmentsCrescent Pro Forma for 2025 AcquisitionsDevon EF Assets (Historical)Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2024297,690243,346541,03649,909590,945
Revisions of previous estimates(59,053)(50,992)(110,045)(912)(110,957)
Extensions, discoveries, and other additions20,23212,71932,95127,68660,637
Sales of reserves in place(43,427)(733)(44,160)(106)(44,266)
Purchases of reserves in place182,392(180,469)1,92323,19225,115
Production(38,139)(23,871)(62,010)(13,254)(75,264)
December 31, 2025359,695—359,69586,515446,210
Proved Developed Reserves as of:
December 31, 2024193,611156,941350,55243,603394,155
December 31, 2025275,734—275,73454,116329,850
Proved Undeveloped Reserves as of:
December 31, 2024104,07986,405190,4846,306196,790
December 31, 202583,961—83,96132,399116,360
Natural Gas (MMcf)
Crescent
(Historical)		2025 Acquisitions AdjustmentsCrescent Pro Forma for 2025 AcquisitionsDevon EF Assets (Historical)Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 20241,595,059861,9822,457,04182,2512,539,292
Revisions of previous estimates40,084(80,825)(40,741)(990)(41,731)
Extensions, discoveries, and other additions436,51335,705472,21867,645539,863
Sales of reserves in place(291,673)(16,020)(307,693)(389)(308,082)
Purchases of reserves in place735,054(719,517)15,53759,33474,871
Production(236,978)(81,325)(318,303)(21,907)(340,210)
December 31, 20252,278,059—2,278,059185,9442,464,003
Proved Developed Reserves as of:
December 31, 20241,342,718628,8961,971,61477,4282,049,042
December 31, 20251,819,476—1,819,47695,1881,914,664
Proved Undeveloped Reserves as of:
December 31, 2024252,341233,086485,4274,823490,250
December 31, 2025458,583—458,58390,756549,339


Natural Gas Liquids (MBbls)
Crescent
(Historical)		2025 Acquisitions AdjustmentsCrescent Pro Forma for 2025 AcquisitionsDevon EF Assets (Historical)Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2024145,716151,703297,41915,027312,446
Revisions of previous estimates(10,331)(12,841)(23,172)35(23,137)
Extensions, discoveries, and other additions9,4386,56015,99811,33927,337
Sales of reserves in place(21,288)(2,254)(23,542)(62)(23,604)
Purchases of reserves in place129,993(128,665)1,32810,24511,573
Production(17,382)(14,503)(31,885)(3,519)(35,404)
December 31, 2025236,146 —236,14633,065269,211
Proved Developed Reserves as of:
December 31, 2024109,223108,609217,83214,148231,980
December 31, 2025197,366—197,36617,845215,211
Proved Undeveloped Reserves as of:
December 31, 202436,49343,09479,58787980,466
December 31, 202538,780—38,78015,22054,000
Total (MBoe)
Crescent
(Historical)		2025 Acquisitions AdjustmentsCrescent Pro Forma for 2025 AcquisitionsDevon EF Assets (Historical)Crescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2024709,251538,7131,247,96478,6451,326,609
Revisions of previous estimates(62,706)(77,304)(140,010)(1,042)(141,052)
Extensions, discoveries, and other additions102,42325,230127,65350,299177,952
Sales of reserves in place(113,327)(5,657)(118,984)(233)(119,217)
Purchases of reserves in place434,894(429,054)5,84043,32649,166
Production(95,017)(51,928)(146,945)(20,424)(167,369)
December 31, 2025975,518 —975,518150,5711,126,089
Proved Developed Reserves as of:
December 31, 2024526,622370,366896,98870,655967,643
December 31, 2025776,346—776,34687,825864,171
Proved Undeveloped Reserves as of:
December 31, 2024182,629168,347350,9767,990358,966
December 31, 2025199,172—199,17262,746261,918
Standardized measure of discounted future net cash flows
The following tables present the estimated unaudited pro forma standardized measure of discounted future net cash flows (the “pro forma standardized measure”) at December 31, 2025. The pro forma standardized measure information set forth below gives effect to the Pro Forma Transactions as if they had been completed on January 1, 2025. Devon EF Assets Acquisition Adjustments reflect adjustments related to the tax effects resulting from the Devon EF Assets Acquisition. The disclosures below are derived from the “Standardized measure of discounted future net cash flows” for the year ended December 31, 2025 included within Crescent’s Annual Report on Form 10-


K and the supplemental oil and gas information of the Devon EF Assets. 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, 2025.
The pro forma standardized measure is not necessarily indicative of the results that might have occurred had the Pro Forma Transactions been completed on January 1, 2025 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 pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves as of December 31, 2025 is as follows:
(in thousands)
Crescent
(Historical)		2025 Acquisitions AdjustmentsCrescent Pro Forma for 2025 AcquisitionsDevon EF Assets (Historical)Devon EF Assets Acquisition AdjustmentsCrescent Pro Forma Combined
Future cash inflows$32,852,573 $— $32,852,573 $6,797,000 $— $39,649,573 
Future production costs(15,003,036)— (15,003,036)(2,633,000)— (17,636,036)
Future development costs (1)
(3,387,941)— (3,387,941)(977,000)— (4,364,941)
Future income taxes(1,308,188)— (1,308,188)— (32,638)(1,340,826)
Future net cash flows$13,153,408 $— $13,153,408 $3,187,000 $(32,638)$16,307,770 
Annual discount of 10% for estimated timing(5,397,858)— (5,397,858)(1,037,000)10,010 (6,424,848)
Standardized measure of discounted future net cash flows as of December 31, 2025$7,755,550 $— $7,755,550 $2,150,000 $(22,628)$9,882,922 
______________
(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, 2025 included within Crescent’s Annual Report on Form 10-K and the supplemental oil and gas information of


the Devon EF Assets. 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, 2025 are as follows:
(in thousands)
Crescent
(Historical)		2025 Acquisitions AdjustmentsCrescent Pro Forma for 2025 AcquisitionsDevon EF Assets (Historical)Devon EF Assets Acquisition AdjustmentsCrescent Pro Forma Combined
Balance at December 31, 2024
$5,703,695 $5,610,557 $11,314,252 $1,387,000 $(15,913)$12,685,339 
Net change in prices and production costs(2,011,577)(1,347,360)(3,358,937)(254,000)— (3,612,937)
Net change in future development costs872,553 97,942 970,495 (45,000)— 925,495 
Sales and transfers of oil and natural gas produced, net of production expenses(2,075,124)(945,323)(3,020,447)(732,000)— (3,752,447)
Extensions, discoveries, additions and improved recovery, net of related costs606,461 358,075 964,536 779,000 — 1,743,536 
Purchases of reserves in place4,652,989 (4,442,111)210,878 714,000 — 924,878 
Sales of reserves in place(553,700)(27,160)(580,860)(3,000)— (583,860)
Revisions of previous quantity estimates(208,348)(358,613)(566,961)56,000 — (510,961)
Previously estimated development costs incurred399,891 427,871 827,762 143,000 — 970,762 
Net change in taxes(92,507)321,658 229,151 — (5,124)224,027 
Accretion of discount615,853 462,594 1,078,447 105,000 (1,591)1,181,856 
Changes in timing and other(154,636)(158,130)(312,766)— — (312,766)
Balance at December 31, 2025
$7,755,550 $— $7,755,550 $2,150,000 $(22,628)$9,882,922