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What changed in Crescent Energy Co's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Crescent Energy Co's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+400 added−383 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-26)

Top changes in Crescent Energy Co's 2025 10-K

400 paragraphs added · 383 removed · 284 edited across 5 sections

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

118 edited+18 added−42 removed339 unchanged
Biggest changeOur business activities are subject to operational risks, including, but not limited to: • damages to equipment caused by natural disasters such as earthquakes, and adverse weather conditions, including tornadoes, wildfires, hurricanes, extreme weather events and flooding; • facility or equipment malfunctions; • pipeline ruptures or spills; • surface fluid spills, produced water contamination and salt water, surface or groundwater contamination resulting from petroleum constituents or hydraulic fracturing chemical additions; • fires, blowouts, craterings and explosions; and • uncontrollable flows of oil, natural gas or well fluids. 43 Table of Contents Any of these events could adversely affect our ability to conduct operations or cause substantial losses, including personal injury or loss of life, damage to or destruction of property, natural resources and equipment, pollution or other environmental contamination, loss of wells, regulatory penalties, suspension or termination of operations, and attorney’s fees and other expenses incurred in the prosecution or defense of litigation.
Biggest changeOur business activities are subject to operational risks, including, but not limited to: • damages to equipment caused by natural disasters such as earthquakes, and adverse weather conditions, including tornadoes, wildfires, hurricanes, extreme weather events and flooding; • facility or equipment malfunctions; • pipeline ruptures or spills; • surface fluid spills, produced water contamination and salt water, surface or groundwater contamination resulting from petroleum constituents or hydraulic fracturing chemical additions; • fires, blowouts, craterings and explosions; and • uncontrollable flows of oil, natural gas or well fluids.
Although we have our own employees, our ability to conduct operations and generate revenues is dependent on the availability and performance of those third-party service providers and their compliance with the terms of their respective master service agreements (as further described under "Part III., Item 13. Certain Relationships and Related Party Transactions and Director Independence—KKR Funds").
Although we have our own employees, our ability to conduct operations and generate revenues is dependent on the availability and performance of those third-party service providers and their compliance with the terms of their respective master service agreements (as further described under "Part III., Item 13. Certain Relationships and Related Transactions, and Director Independence—KKR Funds").
As a result of this provision, we may be not be offered certain corporate opportunities which could be beneficial to us and our stockholders.
As a result of this provision, we may not be offered certain corporate opportunities which could be beneficial to us and our stockholders.
Our access to transportation options can also be affected by U.S. federal and state regulation of oil and natural gas production and transportation, general economic conditions and changes in supply and demand.
Our access to transportation options can also be affected by U.S. federal and state regulation of oil and natural gas production and transportation, general economic conditions and changes in supply and demand.
Consideration of ESG-related factors in the Company’s decision-making could be subject to increasing scrutiny and objection from such anti-ESG parties. As a result, we may face increased litigation risk from private parties and governmental authorities related to our sustainability-related efforts.
Consideration of sustainability-related factors in the Company’s decision-making could be subject to increasing scrutiny and objection from such anti-ESG parties. As a result, we may face increased litigation risk from private parties and governmental authorities related to our sustainability-related efforts.
If at any time we cease to be a controlled company, we will take all action necessary to comply with the Sarbanes-Oxley Act and NYSE rules, including ensuring that our Board of Directors has a majority of independent directors and ensuring that our Compensation Committee and Nominating & Governance Committee are each composed entirely of independent directors, subject to a permitted “phase-in” period.
If at any time we cease to be a controlled company, we will take all action necessary to comply with the Sarbanes-Oxley Act and NYSE rules, including ensuring that our Board has a majority of independent directors and ensuring that our Compensation Committee and Nominating & Governance Committee are each composed entirely of independent directors, subject to a permitted “phase-in” period.
We believe that this provision, which is intended to provide that certain business opportunities are not subject to the “corporate opportunity” doctrine, is appropriate, as the Preferred Stockholder and its affiliates invest in a wide array of companies, including companies with businesses similar to us.
We believe that this provision, which is intended to provide that certain business opportunities are not subject to the “corporate opportunity” doctrine, is appropriate, as the Preferred Stockholder and its affiliates invest in a wide array of companies, including companies with businesses similar to us.
LNG exports; • prevailing prices, and expectations regarding future prices, on local price indexes in the areas in which we operate; • the proximity, capacity, cost and availability of gathering and transportation facilities; • localized and global supply and demand fundamentals and transportation availability; • the cost of exploring for, developing, producing and transporting reserves; • the spot price of LNG on world markets; • weather conditions and natural disasters; • technological advances affecting energy consumption, including those related to new and emerging technologies; • the price and availability of alternative fuels, including the potential acceleration of the development of alternative fuels; • speculative trading in oil and natural gas derivative contracts; • increased end-user conservation; • political and economic conditions, such as the conflicts in Ukraine and the Middle East, in or affecting other producing regions or countries, including the Middle East, Africa, South America and Russia; • political and economic conditions in or affecting major LNG consumption regions or countries, particularly Asia and Europe; • actions of OPEC, including the ability and willingness of the members of OPEC and other exporting nations to agree to and maintain oil price and production controls, including the anticipated increases in supply from Russia and OPEC, particularly Saudi Arabia; • U.S. trade policies, including potential tariffs and their effect on U.S. oil and natural gas exports; • expectations about future commodity prices; and • the possibility of terrorist or cyberattacks and the consequences of any such attacks.
LNG exports; • prevailing prices, and expectations regarding future prices, on local price indexes in the areas in which we operate; • the proximity, capacity, cost and availability of gathering and transportation facilities; • localized and global supply and demand fundamentals and transportation availability; • the cost of exploring for, developing, producing and transporting reserves; • the spot price of LNG on world markets; • weather conditions and natural disasters; • technological advances affecting energy consumption, including those related to new and emerging technologies; • the price and availability of alternative fuels, including the potential acceleration of the development of alternative fuels; • speculative trading in oil and natural gas derivative contracts; • increased end-user conservation; • political and economic conditions, such as the conflicts in Ukraine, Venezuela and the Middle East, in or affecting other producing regions or countries, including the Middle East, Africa, South America and Russia; • political and economic conditions in or affecting major LNG consumption regions or countries, particularly Asia and Europe; • actions of OPEC, including the ability and willingness of the members of OPEC and other exporting nations to agree to and maintain oil price and production controls, including the anticipated increases in supply from Russia and OPEC, particularly Saudi Arabia and Venezuela; • U.S. trade policies, including potential tariffs and their effect on U.S. oil and natural gas exports; • expectations about future commodity prices; and • the possibility of terrorist or cyberattacks and the consequences of any such attacks.
These costs and liabilities could arise under a wide range of federal, state and local environmental laws and regulations, including, for example, the following federal laws and their state counterparts, as amended from time to time: • the CAA, which restricts the emission of air pollutants from many sources, imposes various pre-construction, monitoring and reporting requirements and is relied upon by the EPA as authority for adopting climate change regulatory initiatives relating to GHG emissions; • the CWA, which regulates discharges of pollutants from facilities to state and federal waters and establish the extent to which waterways are subject to federal jurisdiction and rulemaking as protected waters of the United States; • the OPA, which imposes liabilities for removal costs and damages arising from an oil spill into waters of the United States; • the SDWA, which protects the quality of the nations’ public drinking water through adoption of drinking water standards and control over the subsurface injection of fluids into belowground formations; • the RCRA, which imposes requirements for the generation, treatment, storage, transport disposal and cleanup of non-hazardous and hazardous wastes; • the CERCLA, which imposes liability without regard for fault on generators, transporters and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur, as well as on present and certain past owners and operators of sites were hazardous substance releases have occurred or are threatening to occur; • the Emergency Planning and Community Right-to-Know Act, which requires facilities to implement a safety hazard communication program and disseminate information to employees, local emergency planning committees and response departments about toxic chemical uses and inventories; and 51 Table of Contents • the ESA, which restricts activities that may affect federally identified endangered and threatened species or their habitats through the implementation of operating limitations or restrictions or a temporary, seasonal or permanent ban on operations in affected areas.
These costs and liabilities could arise under a wide range of federal, state and local environmental laws and regulations, including, for example, the following federal laws and their state counterparts, as amended from time to time: • the CAA, which restricts the emission of air pollutants from many sources, imposes various pre-construction, monitoring and reporting requirements and is relied upon by the EPA as authority for adopting climate change regulatory initiatives relating to GHG emissions; • the CWA, which regulates discharges of pollutants from facilities to state and federal waters and establish the extent to which waterways are subject to federal jurisdiction and rulemaking as protected waters of the United States; • the OPA, which imposes liabilities for removal costs and damages arising from an oil spill into waters of the United States; • the SDWA, which protects the quality of the nations’ public drinking water through adoption of drinking water standards and control over the subsurface injection of fluids into belowground formations; • the RCRA, which imposes requirements for the generation, treatment, storage, transport disposal and cleanup of non-hazardous and hazardous wastes; • the CERCLA, which imposes liability without regard for fault on generators, transporters and arrangers of hazardous substances at sites where hazardous substance releases have occurred or are threatening to occur, as well as on present and certain past owners and operators of sites were hazardous substance releases have occurred or are threatening to occur; • the Emergency Planning and Community Right-to-Know Act, which requires facilities to implement a safety hazard communication program and disseminate information to employees, local emergency planning committees and response departments about toxic chemical uses and inventories; and 48 Table of Contents • the ESA, which restricts activities that may affect federally identified endangered and threatened species or their habitats through the implementation of operating limitations or restrictions or a temporary, seasonal or permanent ban on operations in affected areas.
Such sentiment may focus on the Company’s environmental or social commitments (such as reducing GHG emissions) or its pursuit of certain employment practices or social initiatives that are alleged to be political or polarizing in nature or are alleged to violate laws based, in part, on changing priorities of, or interpretations by, federal agencies or state governments.
Such sentiment may focus on the Company’s environmental or social commitments (such as reducing GHG emissions) or its pursuit of certain employment or business practices or social initiatives that are alleged to be political or polarizing in nature or are alleged to violate laws based, in part, on changing priorities of, or interpretations by, federal agencies or state governments.
Certain Relationships and Related Party Transactions and Director Independence—Management Agreement.” Accordingly, our success depends on the efforts, experience, diligence, skill and network of business contacts of the Manager’s personnel. We can offer no assurance that the Manager will continue to provide services to us or that we will continue to have access to the Manager’s personnel.
Certain Relationships and Related Transactions, and Director Independence—Management Agreement.” Accordingly, our success depends on the efforts, experience, diligence, skill and network of business contacts of the Manager’s personnel. We can offer no assurance that the Manager will continue to provide services to us or that we will continue to have access to the Manager’s personnel.
Federal Reserve reduced benchmark interest rates in 2024, and may continue to reduce rates in 2025, to the extent such rates remain elevated above historic levels, we may continue to experience higher costs and may encounter further cost increases for our operations, including oilfield services, labor costs and equipment if our drilling activity increases.
Federal Reserve reduced benchmark interest rates in 2024 and 2025, and may continue to reduce rates in 2026, to the extent such rates remain elevated above historic levels, we may continue to experience higher costs and may encounter further cost increases for our operations, including oilfield services, labor costs and equipment if our drilling activity increases.
Wide fluctuations in oil, natural gas and NGL prices may result from relatively minor changes in the supply of or demand for oil, natural gas and NGL market uncertainty and other factors that are beyond our control, including: • worldwide and regional economic conditions, including the potential for a global recession, elevated interest rates and associated policies of the Federal Reserve, impacting the supply and demand for oil, natural gas and NGLs; • changes in seasonal temperatures, including the number of heating degree days during winter months and cooling degree days during summer months; • U.S. federal, state and local governmental regulation, including any proposed actions and/or tariffs by the new Trump Administration, and taxes; 35 Table of Contents • the level of oil, natural gas and NGL exploration, development and production; • the level of oil, natural gas and NGL inventories; • the level of U.S.
Wide fluctuations in oil, natural gas and NGL prices may result from relatively minor changes in the supply of or demand for oil, natural gas and NGL market uncertainty and other factors that are beyond our control, including: • worldwide and regional economic conditions, including the potential for a global recession, elevated interest rates and associated policies of the Federal Reserve, impacting the supply and demand for oil, natural gas and NGLs; • changes in seasonal temperatures, including the number of heating degree days during winter months and cooling degree days during summer months; 32 Table of Contents • U.S. federal, state and local governmental regulation, including any proposed actions and/or tariffs by the new Trump Administration, and taxes; • the level of oil, natural gas and NGL exploration, development and production; • the level of oil, natural gas and NGL inventories; • the level of U.S.
Increased attention to climate change, societal expectations on companies to address climate change, investor and societal expectations regarding voluntary sustainability disclosures, and consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, and negative impacts on our stock price and access to capital markets.
Increased attention to climate change, societal expectations on companies to address climate change, investor and societal expectations regarding sustainability disclosures, and consumer demand for alternative forms of energy may result in increased costs, reduced demand for our products, reduced profits, increased investigations and litigation, and negative impacts on our stock price and access to capital markets.
The cost of our drilling, completion and well operations may increase and/or our results of operations and cash flows from such operations may be impacted, as a result of a variety of factors, including: • unexpected drilling conditions; • title problems; • pressure or irregularities in formations; • equipment failures or accidents; • adverse weather conditions, such as winter storms, fires, flooding and hurricanes, and changes in weather patterns; • compliance with, or changes in, environmental laws and regulations, including the IRA 2022 or as a result of the new Trump Administration, relating to air emissions, hydraulic fracturing and disposal of produced water, drilling fluids and other wastes, laws and regulations imposing conditions and restrictions on D&C operations and other laws and regulations, such as tax laws and regulations; • the availability and timely issuance of required governmental permits and licenses; and • the availability of, costs associated with and terms of contractual arrangements for properties, including mineral licenses and leases, pipelines, rail cars, crude oil hauling trucks and qualified drivers and related facilities and equipment to gather, process, compress, transport and market oil, natural gas, NGLs and related commodities.
The cost of our drilling, completion and well operations may increase and/or our results of operations and cash flows from such operations may be impacted, as a result of a variety of factors, including: • unexpected drilling conditions; • title problems; • pressure or irregularities in formations; • equipment failures or accidents; • adverse weather conditions, such as winter storms, fires, flooding and hurricanes, and changes in weather patterns; • compliance with, or changes in, environmental laws and regulations, including the IRA 2022 or as a result of the new Trump Administration, relating to air emissions, hydraulic fracturing and disposal of produced water, drilling fluids 37 Table of Contents and other wastes, laws and regulations imposing conditions and restrictions on D&C operations and other laws and regulations, such as tax laws and regulations; • the availability and timely issuance of required governmental permits and licenses; and • the availability of, costs associated with and terms of contractual arrangements for properties, including mineral licenses and leases, pipelines, rail cars, crude oil hauling trucks and qualified drivers and related facilities and equipment to gather, process, compress, transport and market oil, natural gas, NGLs and related commodities.
For example, as with other operators in the area, certain potential midstream constraints may create operational challenges for us in the Uinta Basin. The integration of acquisitions is a complex, costly and time-consuming process, and our management may face significant challenges in such process.
For example, as with other operators in the area, certain potential midstream constraints may create operational challenges for us in the Permian and Uinta Basin. The integration of acquisitions is a complex, costly and time-consuming process, and our management may face significant challenges in such process.
Because the Preferred Stockholder is the sole owner of our Non-Economic Series I Preferred Stock and accordingly has the exclusive right to appoint our Board of Directors, we are a controlled company under the Sarbanes-Oxley Act and NYSE rules.
Because the Preferred Stockholder is the sole owner of our Non-Economic Series I Preferred Stock and accordingly has the exclusive right to appoint our Board, we are a controlled company under the Sarbanes-Oxley Act and NYSE rules.
Our Non-Economic Series I Preferred Stock entitles the holder thereof to appoint our entire Board of Directors and to certain other to approval rights with respect to certain fundamental corporate actions, including debt incurrence in excess of 10% of then outstanding indebtedness, significant equity raises, preferred equity issuances, adoption of a shareholder rights plan, amendments of our certificate of incorporation and certain sections of its bylaws, a sale of all or substantially all of our assets, mergers involving us, removals of our Chief Executive Officer and the liquidation or dissolution of us.
Our Non-Economic Series I Preferred Stock entitles the holder thereof to appoint our entire Board and to certain other to approval rights with respect to certain fundamental corporate actions, including debt incurrence in excess of 10% of the outstanding indebtedness, significant equity raises, preferred equity issuances, adoption of a shareholder rights plan, amendments of our Certificate of Incorporation and certain sections of its bylaws, a sale of all or substantially all of our assets, mergers involving us, removals of our Chief Executive Officer and the liquidation or dissolution of us.
Our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed 60 Table of Contents by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our Certificate of Incorporation or our Bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
Our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our Certificate of Incorporation or our Bylaws, or (iv) any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.
Upon the written notice to the Manager at least 180 days prior to the expiration of the initial term or any automatic renewal term, we may, without cause, 41 Table of Contents decline to renew the Management Agreement upon the affirmative determination of at least two-thirds of its independent directors reasonably and in good faith, that (1) there has been unsatisfactory long-term performance by the Manager that is materially detrimental to us and our subsidiaries taken as a whole or (2) the fees payable to the Manager, in the aggregate, are materially unfair and excessive compared to those that would be charged by a comparable asset manager managing assets comparable to our assets, subject to Manager’s right to renegotiate the fees.
Upon the written notice to the Manager at least 180 days prior to the expiration of the initial term or any automatic renewal term, we may, without cause, decline to renew the Management Agreement upon the affirmative determination of at least two-thirds of its independent directors reasonably and in good faith, that (1) there has been unsatisfactory long-term performance by the Manager that is materially detrimental to us and our subsidiaries taken as a whole or (2) the fees payable to the Manager, in the aggregate, are materially unfair and excessive compared to those that would be charged by a comparable asset manager managing assets comparable to our assets, subject to Manager’s right to renegotiate the fees.
While such ratings do not impact all investors’ investment or voting decisions, unfavorable ESG ratings and any recent activism directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our access to and costs of capital.
While such ratings or recommendations do not impact all investors’ investment or voting decisions, unfavorable ratings or recommendations and any recent activism directed at shifting funding away from companies with energy-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other industries, which could have a negative impact on our access to and costs of capital.
Costs for insurance and other security may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if available at all. Our business could be negatively affected by security threats, including cyber security threats, and other disruptions and is subject to complex and evolving laws and regulations regarding privacy and data protection.
Costs for insurance and other security may increase as a result of these threats, and some insurance coverage may become more difficult to obtain, if available at all. Our business could be negatively affected by security threats, including cybersecurity threats, and other disruptions and is subject to complex and evolving laws and regulations regarding privacy and data protection.
If any of such programs or systems were to be subject to a cyberattack, to fail or to create erroneous information in our hardware or software network infrastructure, whether due to telecommunications failures, human error, natural disaster, fire, sabotage, hardware or software malfunction or defects, computer viruses, intentional acts of vandalism or terrorism or similar acts or occurrences, possible consequences include our loss of communication links, inability to find, produce, process and sell oil and natural gas and inability to automatically process commercial transactions or engage in similar automated or computerized business activities.
If any of such programs or systems were to be subject to a cyberattack, to fail or to create erroneous information in our hardware or software network infrastructure, whether due to telecommunications failures, human error, natural disaster, fire, sabotage, hardware or software malfunction or defects, computer viruses, intentional acts of vandalism or terrorism or similar acts or occurrences, possible consequences include our loss of communication links, inability to find, produce, process and sell oil and natural gas and inability to 58 Table of Contents automatically process commercial transactions or engage in similar automated or computerized business activities.
The impact of any changing demand for oil and natural gas may have a material and adverse effect on our business, financial condition, results of operations and cash flows. Our operations are subject to a series of risks arising from climate change. 52 Table of Contents Climate change continues to attract considerable public and scientific attention.
The impact of any changing demand for oil and natural gas may have a material and adverse effect on our business, financial condition, results of operations and cash flows. 49 Table of Contents Our operations are subject to a series of risks arising from climate change. Climate change continues to attract considerable public and scientific attention.
The mandatory clearing requirement currently applies only to certain interest rate swaps and credit default swaps, but the CFTC could act to impose mandatory clearing requirements 50 Table of Contents for other types of swap transactions. Dodd-Frank also imposes recordkeeping and reporting obligations on counterparties to swap transactions and other regulatory compliance obligations.
The mandatory clearing requirement currently applies only to certain interest rate swaps and credit default swaps, but the CFTC could act to impose mandatory clearing requirements 47 Table of Contents for other types of swap transactions. Dodd-Frank also imposes recordkeeping and reporting obligations on counterparties to swap transactions and other regulatory compliance obligations.
Additional rules and legislation pertaining to those and other matters may be considered or 49 Table of Contents adopted by FERC from time to time. Failure to comply with those regulations in the future could subject us to civil penalty liability, as described in “Items 1 and 2.
Additional rules and legislation pertaining to those and other matters may be considered or 46 Table of Contents adopted by FERC from time to time. Failure to comply with those regulations in the future could subject us to civil penalty liability, as described in “Items 1 and 2.
Cyber security attacks in particular are becoming more sophisticated and include, but are not limited to, installation of malicious software, attempts to gain unauthorized access to data and systems, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data.
Cybersecurity attacks in particular are becoming more sophisticated and include, but are not limited to, installation of malicious software, attempts to gain unauthorized access to data and systems, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data.
The cost of oilfield services typically fluctuates based on demand for those services, and the increase in commodity prices and supply constraints due to potential tariffs, the conflicts in Ukraine and the Middle East, elevated interest rates and associated policies of the Federal Reserve or otherwise has increased the cost of oilfield services.
The cost of oilfield services typically fluctuates based on demand for those services, and the increase in commodity prices and supply constraints due to tariffs, the conflicts in Ukraine, Venezuela and the Middle East, elevated interest rates and associated policies of the Federal Reserve or otherwise has increased the cost of oilfield services.
It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. Additionally, states in which we operate or own assets may impose new or increased taxes or fees on natural gas and oil extraction.
It is unclear whether any such changes will be enacted and, if enacted, how soon any such changes could take effect. Additionally, states in which we operate or own assets may impose new or increased taxes or fees on natural gas and oil extraction.
To the fullest extent permitted by law, the Manager and its affiliates, including but not limited to their respective directors, officers, employees, agents, managers, trustees, control persons, partners, stockholders, and equityholders, will not be liable to us or any subsidiary or any of their respective directors, officers, employees, agents, managers, trustees, control persons, partners, stockholders, and equityholders, for any acts or omissions by the Manager or its affiliates, including by their respective directors, officers, employees, agents, managers, trustees, control persons, partners, stockholders, and equityholders, performed in accordance with and pursuant to the Management Agreement, except in cases of bad faith, fraud, willful misconduct or gross negligence.
To the fullest extent permitted by law, the Manager and its affiliates, including but not limited to their respective directors, officers, 39 Table of Contents employees, agents, managers, trustees, control persons, partners, stockholders, and equityholders, will not be liable to us or any subsidiary or any of their respective directors, officers, employees, agents, managers, trustees, control persons, partners, stockholders, and equityholders, for any acts or omissions by the Manager or its affiliates, including by their respective directors, officers, employees, agents, managers, trustees, control persons, partners, stockholders, and equityholders, performed in accordance with and pursuant to the Management Agreement, except in cases of bad faith, fraud, willful misconduct or gross negligence.
Productive zones frequently contain water that must be removed in order for the oil and natural gas to produce, and our ability to remove and dispose of sufficient quantities of water from the various zones will determine whether we can produce oil and 47 Table of Contents natural gas in commercial quantities.
Productive zones frequently contain water that must be removed in order for the oil and natural gas to produce, and our ability to remove and dispose of sufficient quantities of water from the various zones will determine whether we can produce oil and 44 Table of Contents natural gas in commercial quantities.
FERC’s policies and practices across the range of its natural gas and liquids regulatory activities, including, for example, its policies on open access transportation, natural gas quality, ratemaking, capacity release and market center promotion, may indirectly affect the intrastate natural gas and liquids 48 Table of Contents markets.
FERC’s policies and practices across the range of its natural gas and liquids regulatory activities, including, for example, its policies on open access transportation, natural gas 45 Table of Contents quality, ratemaking, capacity release and market center promotion, may indirectly affect the intrastate natural gas and liquids markets.
We face various security threats, including cyber security threats to gain unauthorized access to sensitive information or to render data or systems unusable; threats to the security of our facilities and infrastructure or third-party facilities and infrastructure, such as processing plants and pipelines, and threats from terrorist or criminal actors.
We face various security threats, including cybersecurity threats to gain unauthorized access to sensitive information or to render data or systems unusable; threats to the security of our facilities and infrastructure or third-party facilities and infrastructure, such as processing plants and pipelines, and threats from terrorist or criminal actors.
In the future, we may be unable to hedge anticipated production volumes on attractive terms or at all, which would subject us to further potential commodity price uncertainty and could adversely affect our net cash provided by operating activities, financial condition and results of operations. Our price hedging strategy and future hedging transactions will be determined at our discretion.
In the future, we may be unable to hedge anticipated production volumes on attractive terms or at all, which would subject us to further potential commodity price uncertainty and could adversely affect our net cash provided by operating activities, financial condition and results of operations. 55 Table of Contents Our price hedging strategy and future hedging transactions will be determined at our discretion.
Notwithstanding this, PHMSA is continuing to work on developing additional regulations related to safety oversight of gas gathering pipelines, and additional future regulatory action expanding PHMSA’s jurisdiction and imposing stricter integrity management requirements is possible.
Notwithstanding this, PHMSA may be continuing to work on developing additional regulations related to safety oversight of gas gathering pipelines, and additional future regulatory action expanding PHMSA’s jurisdiction and imposing stricter integrity management requirements is possible.
We are not the operator on all of our acreage or drilling locations, and, therefore, we will not be able to control the timing of exploration or development efforts, associated costs, or the rate of production of any non-operated assets and could be liable 45 Table of Contents for certain financial obligations of the operators or any of our contractors to the extent such operator or contractor is unable to satisfy such obligations.
We are not the operator on all of our acreage or drilling locations, and, therefore, we will not be able to control the timing of exploration or development efforts, associated costs, or the rate of production of any non-operated assets and could be liable for certain financial obligations of the operators or any of our contractors to the extent such operator or contractor is unable to satisfy such obligations.
It may be difficult to identify attractive acquisition opportunities and, even if such opportunities are identified, our debt agreements (including the indentures that govern the Senior Notes contain limitations on our ability to enter into certain transactions, which could limit our future growth. Our operations are dependent on third-party service providers.
It may be difficult to identify attractive acquisition opportunities and, even if such opportunities are identified, our debt agreements (including the indentures that govern the Senior Notes (as defined below)) contain limitations on our ability to enter into certain transactions, which could limit our future growth. Our operations are dependent on third-party service providers.
Moreover, while we may create and publish voluntary disclosures regarding sustainability-related matters from time to time, many of the statements in those voluntary disclosures are based on expectations and assumptions and hypothetical scenarios that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
Moreover, while we may create and publish voluntary or mandatory disclosures regarding sustainability-related matters from time to time, many of the statements in such disclosures are based on expectations and assumptions or hypothetical scenarios that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith.
As such, a corporate fiduciary may generally not pursue a business opportunity which the corporation is financially able to undertake and which, by its nature, falls into the line of the corporation’s business and is of practical advantage to it, or in which the corporation has an actual or expectant interest, unless the opportunity is disclosed to the corporation and the corporation 61 Table of Contents determines that it is not going to pursue such opportunity.
As such, a corporate fiduciary may generally not pursue a business opportunity which the corporation is financially able to undertake and which, by its nature, falls into the line of the corporation’s business and is of practical advantage to it, or in which the corporation has an actual or expectant interest, unless the opportunity is disclosed to the corporation and the corporation determines that it is not going to pursue such opportunity.
Our ability to grow will depend on a number of factors, including: • the results of our drilling program; • hydrocarbon prices; 40 Table of Contents • our ability to develop existing prospects; • our ability to continue to retain and attract skilled personnel; • our ability to maintain or enter into new relationships with project partners and independent contracts; and • our access to capital.
Our ability to grow will depend on a number of factors, including: • the results of our drilling program; • hydrocarbon prices; • our ability to develop existing prospects; • our ability to continue to retain and attract skilled personnel; • our ability to maintain or enter into new relationships with project partners and independent contracts; and • our access to capital.
As a result, stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our Class A Common Stock. 57 Table of Contents Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company.
As a result, stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our Class A Common Stock. Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company.
We may encounter obstacles to marketing our oil and natural gas, which could materially and adversely affect our revenues. The marketability of our production depends in part upon the availability and capacity of oil and natural gas gathering systems, pipelines and other transportation facilities owned by third parties.
We may encounter obstacles to marketing our oil and natural gas, which could materially and adversely affect our revenues. 42 Table of Contents The marketability of our production depends in part upon the availability and capacity of oil and natural gas gathering systems, pipelines and other transportation facilities owned by third parties.
In addition, we may be unable to make attractive acquisitions or successfully integrate acquired businesses, assets or properties, and any inability to do so may disrupt our business and hinder our ability to grow. 36 Table of Contents We intend to pursue a strategy focused on both reinvestment and future acquisitions, which is designed to obtain the optimal risk adjusted returns through commodity cycles.
In addition, we may be unable to make attractive acquisitions or successfully integrate acquired businesses, assets or properties, and any inability to do so may disrupt our business and hinder our ability to grow. We intend to pursue a strategy focused on both reinvestment and future acquisitions, which is designed to obtain the optimal risk adjusted returns through commodity cycles.
If the borrowing base under the Revolving Credit Facility decreases as a result of any reductions in our reserve estimates, we may have limited ability to obtain the capital necessary to sustain our operations at current and anticipated future levels.
If the borrowing base under the Revolving Credit Facility decreases as a result of any reductions in 34 Table of Contents our reserve estimates, we may have limited ability to obtain the capital necessary to sustain our operations at current and anticipated future levels.
Such physical risks may also impact our supply chain or infrastructure on which we rely to produce or transport our products. One or more of these developments could have a material adverse effect on our business, financial condition and results of operation.
Such physical risks may also impact our supply chain or infrastructure on which we rely to produce or transport our 50 Table of Contents products. One or more of these developments could have a material adverse effect on our business, financial condition and results of operation.
Business and Properties.” Litigation risks are also increasing, as a number of parties have sought to bring suit against oil and natural gas companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed climate change or alleging that companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts.
Litigation risks regarding the threat of climate change are also increasing, as a number of parties have sought to bring suit against oil and natural gas companies in state or federal court, alleging, among other things, that such companies created public nuisances by producing fuels that contributed to climate change or alleging that companies have been aware of the adverse effects of climate change for some time but defrauded their investors or customers by failing to adequately disclose those impacts.
To the extent we meet such targets, it may be achieved through various contractual arrangements, including the purchase of various credits or offsets that may be deemed to mitigate our environmental impact instead of actual changes in our environmental performance.
To the extent we meet or make progress against such targets, it may be achieved through various contractual arrangements, including the purchase of various credits or offsets that may be deemed to mitigate our environmental impact instead of actual changes in our environmental performance.
These broad market fluctuations may adversely affect the trading price of our Class A Common Stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities.
These broad market fluctuations may adversely affect the trading price of our Class A Common Stock. Securities class action litigation has often been instituted against companies following periods of volatility in 54 Table of Contents the overall market and in the market price of a company’s securities.
It is management’s practice, in acquiring oil and natural gas leases or undivided interests in oil and natural gas leases or other developed rights, not to incur the expense of retaining lawyers to examine the title to the mineral interest to be acquired.
It is management’s practice, in acquiring oil and natural gas leases or undivided interests in oil and natural gas leases or other 41 Table of Contents developed rights, not to incur the expense of retaining lawyers to examine the title to the mineral interest to be acquired.
In addition, resolution of one or more such proceedings could result in 63 Table of Contents liability, loss of contractual or other rights, penalties or sanctions, as well as judgments, consent decrees or orders requiring a change in our business practices.
In addition, resolution of one or more such proceedings could result in liability, loss of contractual or other rights, penalties or sanctions, as well as judgments, consent decrees or orders requiring a change in our business practices.
Our certificate of incorporation contains a provision that, to the maximum extent permitted under the law of the State of Delaware, we renounce any interest or expectancy in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to our officers, directors, the Preferred Stockholder or any partner, manager, member, director, officer, stockholder, employee or agent or affiliate of any such holder.
Our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) contains a provision that, to the maximum extent permitted under the law of the State of Delaware, we renounce any interest or expectancy in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to our officers, directors, the Preferred Stockholder or any partner, manager, member, director, officer, stockholder, employee or agent or affiliate of any such holder.
We are also subject to certain ordinances and restrictions promulgated by the Ute Indian Tribe as it relates to our operations in Uinta 44 Table of Contents Basin. The costs we incur to comply with such restrictions may be significant and our development and production activities may be delayed, curtailed or precluded by such restrictions.
We are also subject to certain ordinances and restrictions promulgated by the Ute Indian Tribe as it relates to our operations in Uinta Basin. The costs we incur to comply with such restrictions may be significant and our development and production activities may be delayed, curtailed or precluded by such restrictions.
While we maintain insurance that covers certain security and privacy breaches, we may not carry appropriate or sufficient coverage to compensate for all potential liability, and such insurance may not continue to be available to us on reasonable terms, if at all. The regulatory environment surrounding data privacy and protection is constantly evolving and can be subject to significant change.
While we maintain insurance, we may not carry appropriate or sufficient coverage to compensate for all potential liability, and such insurance may not continue to be available to us on reasonable terms, if at all. The regulatory environment surrounding data privacy and protection is constantly evolving and can be subject to significant change.
The reserve data included in our reserve reports assumes that substantial capital expenditures will be made to develop non-producing reserves. The calculation of our estimated net proved reserves as of December 31, 2024 assumes that we will spend $2.8 billion to develop our estimated PUDs.
The reserve data included in our reserve reports assumes that substantial capital expenditures will be made to develop non-producing reserves. The calculation of our estimated net proved reserves as of December 31, 2025 assumes that we will spend $2.4 billion to develop our estimated PUDs.
In addition, we may not be able to raise the substantial amount of capital that would be necessary to drill such locations. 39 Table of Contents As of December 31, 2024, we have undrilled locations, including both PUD drilling locations and unproved drilling locations. These drilling locations represent a meaningful part of our future development strategy.
In addition, we may not be able to raise the substantial amount of capital that would be necessary to drill such locations. As of December 31, 2025, we have undrilled locations, including both PUD drilling locations and unproved drilling locations. These drilling locations represent a meaningful part of our future development strategy.
In addition, conditions in the global capital markets have been volatile due to among other things, the conflicts in Ukraine and Israel, making terms for certain types of financing difficult to 56 Table of Contents predict, and in certain cases, resulting in certain types of financing being unavailable.
In addition, conditions in the global capital markets have been volatile due to among other things, the conflicts in Ukraine, Venezuela and Israel, making terms for certain types of financing difficult to predict, and in certain cases, resulting in certain types of financing being unavailable.
Borrowings under the Revolving Credit Facility bear interest at either a U.S. dollar alternative base rate (based on the prime rate, the federal funds effective rate or an adjusted SOFR(as defined below)), plus an applicable margin or SOFR, plus an applicable margin, at the election of the borrowers.
Borrowings under the Revolving Credit Facility and our Crescent Minerals and Royalties Credit Facility bear interest at either a U.S. dollar alternative base rate based on the prime rate, the federal funds effective rate or an adjusted SOFR(as defined below), plus an applicable margin or SOFR, plus an applicable margin, at the election of the borrowers.
The development of our estimated PUD reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our estimated PUD reserves may not be ultimately developed or produced. Recovery of PUDs requires significant capital expenditures and successful drilling operations. At December 31, 2024, approximately 182.6 MMBoe of our total estimated proved reserves were undeveloped.
The development of our estimated PUD reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our estimated PUD reserves may not be ultimately developed or produced. Recovery of PUDs requires significant capital expenditures and successful drilling operations. At December 31, 2025, approximately 199.2 MMBoe of our total estimated proved reserves were undeveloped.
The unavailability or high cost of equipment, supplies, personnel and oilfield services, due to, among other things, potential tariffs, commodity price volatility or supply constraints as a result of the conflicts in Ukraine and the Middle East, elevated, interest rates and associated policies of the Federal Reserve or otherwise could adversely affect our ability to execute development and exploitation plans on a timely basis and within budget, and consequently could materially and adversely affect our anticipated cash flow. 38 Table of Contents We utilize third-party services to maximize the efficiency of our operation.
The unavailability or high cost of equipment, supplies, personnel and oilfield services, due to, among other things, potential tariffs, commodity price volatility or supply constraints as a result of the conflicts in Ukraine, Venezuela and the Middle 35 Table of Contents East, elevated interest rates and associated policies of the Federal Reserve or otherwise could adversely affect our ability to execute development and exploitation plans on a timely basis and within budget, and consequently could materially and adversely affect our anticipated cash flow.
Further, state and local governmental entities have exercised the regulatory powers to regulate, curtail or 54 Table of Contents in some cases prohibit hydraulic fracturing.
Further, state and local governmental entities have exercised the regulatory powers to regulate, curtail or in some cases prohibit hydraulic fracturing.
The success of any completed acquisition, including the Western Eagle Ford Acquisitions and the SilverBow Merger, will depend on our ability to integrate effectively the acquired business, asset or property into our existing operations. The process of integrating acquired businesses, assets and properties may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources.
The success of any completed acquisition, including the Ridgemar Acquisition and the Vital Energy Merger, will depend on our ability to integrate effectively the acquired business, asset or property into our existing operations. The process of integrating acquired businesses, assets and properties may involve unforeseen difficulties and may require a disproportionate amount of our managerial and financial resources.
We may also announce participation in, or certification under, various third-party sustainability or climate-related frameworks in an attempt to improve our sustainability 55 Table of Contents profile, but such participation or certification may be costly and may not achieve the desired results. Additionally, while we may announce various voluntary climate or sustainability-related targets, such targets are aspirational.
We may also announce participation in, or certification under, various third-party sustainability or climate-related frameworks in an attempt to improve our sustainability profile, but such participation or certification may be costly, may be reliant on unsettled methodologies, and may not achieve the desired results. Additionally, while we may announce various voluntary climate or sustainability-related targets, such targets are aspirational.
Fuel conservation measures, alternative fuel requirements, elevated consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices, and incentives or funding for renewable energy projects included in governmental regulations, such as those contained in the IRA 2022, could reduce demand for oil and natural gas.
Fuel conservation measures, alternative fuel requirements, elevated consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices, and incentives or funding for renewable energy projects included in governmental regulations, could reduce demand for oil and natural gas.
Business and Properties—Legislative and regulatory environment—Air emissions." Additionally, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of GHG emissions.
However, various states and groups of states have adopted or are considering adopting legislation, regulations or other regulatory initiatives that are focused on such areas as GHG cap and trade programs, carbon taxes, reporting and tracking programs, and restriction of GHG emissions.
The borrowings under our Revolving Credit Facility expose us to interest rate risk. We are exposed to interest rate risk associated with borrowings under our Revolving Credit Facility.
The borrowings under our Revolving Credit Facility and our Crescent Minerals and Royalties Credit Facility expose us to interest rate risk. We are exposed to interest rate risk associated with borrowings under our Revolving Credit Facility and our Crescent Minerals and Royalties Credit Facility.
Our drilling and production programs may not be able to obtain access on commercially reasonable terms or otherwise to truck transportation, pipelines, transmission, storage and processing facilities to market our production, and our initiatives to expand our access to midstream and operational infrastructure may be unsuccessful. 46 Table of Contents The marketing of oil and natural gas production depends in large part on the availability, proximity and capacity of pipelines and storage facilities, gathering systems and other transportation, processing, fractionation, refining and export facilities, as well as the existence of adequate markets.
Management’s Discussion and Analysis of Financial Condition and Results of Operations." Risks related to regulatory matters Our drilling and production programs may not be able to obtain access on commercially reasonable terms or otherwise to truck transportation, pipelines, transmission, storage and processing facilities to market our production, and our initiatives to expand our access to midstream and operational infrastructure may be unsuccessful. 43 Table of Contents The marketing of oil and natural gas production depends in large part on the availability, proximity and capacity of pipelines and storage facilities, gathering systems and other transportation, processing, fractionation, refining and export facilities, as well as the existence of adequate markets.
Institutional lenders who provide financing to fossil-fuel energy companies also have become more attentive to sustainable lending practices and some of them may elect not to provide funding for fossil fuel energy companies, although this trend has waned recently and several high-profile banks and institutional investors have withdrawn from various associations that aim to limit financing of industries that emit significant GHG emissions.
Institutional lenders may elect not to provide funding for fossil fuel energy companies, although this trend has waned recently and several high-profile banks and institutional investors have withdrawn from various associations that aim to limit financing of industries that emit significant GHG emissions.
In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions.
In addition, some organizations that provide information to investors, ratings or proxy advisory services on corporate governance and related matters have developed processes for evaluating companies on their approach to sustainability concerns. Such ratings or recommendations are used by some investors to inform their investment and voting decisions.
Also, institutional lenders may decide not to provide funding for fossil fuel energy companies based on climate change related concerns, which could affect our access to capital for potential growth projects.
Also, certain financial institutions may decide not to provide funding or insurance for fossil fuel energy companies based on climate change related concerns, which could affect our access to capital for potential growth projects.
Additionally, the Biden Administration took action to broaden enforcement under the ESA, including expanding the definition of “critical habitat.” The designation of previously unprotected species in areas where we operate as threatened or endangered, a recategorization of a species from threatened to endangered, or an expansion of areas designated as “critical habitat” could cause us to incur increased costs arising from species protection measures or could result in limitations on our exploration, development and production activities that could have an adverse impact on our ability to develop and produce our reserves.
The designation of previously unprotected species in areas where we operate as threatened or endangered, a recategorization of a species from threatened to endangered, or an expansion of areas designated as “critical habitat” could cause us to incur increased costs arising from species protection measures or could result in limitations on our exploration, development and production activities that could have an adverse impact on our ability to develop and produce our reserves.
In the course of due diligence, we may not review every well, pipeline or associated facility. We cannot necessarily observe structural and environmental problems, such as pipe corrosion or groundwater contamination, when a review is performed. We may be unable to obtain contractual indemnities from the seller for liabilities created prior to our purchase of the property.
We cannot necessarily observe structural and environmental problems, such as pipe corrosion or groundwater contamination, when a review is performed. We may be unable to obtain contractual indemnities from the seller for liabilities created prior to our purchase of the property or the contractual indemnities we obtain may be insufficient.
In addition, should we fail to comply with PHMSA or comparable state regulations, we could be subject to substantial fines and penalties. As of December 28, 2023, the maximum civil penalties PHMSA can impose are $266,015 per violation per day, with a maximum of $2,660,135 for a related series of violations.
In addition, should we fail to comply with PHMSA or comparable state regulations, we could be subject to substantial fines and penalties. As of December 30, 2024, the maximum civil penalties PHMSA can impose are $272,926 per violation per day, with a maximum of $2,729,245 for a related series of violations.
For example, we had realized commodity derivative losses of $35.9 million in 2024, and we may realize additional substantial future losses due to our hedging activities.
For example, we had realized commodity derivative gains of $81.6 million in 2025, and we may realize additional substantial future losses due to our hedging activities.
We may not be able to meet such targets in the manner or on such a timeline as initially contemplated, including but not limited to as a result of unforeseen costs or technical difficulties associated with achieving such results.
We may not be able to meet or make progress against such targets in the manner or on such a timeline as initially contemplated, including but not limited to as a result of unforeseen costs, inaccurate forecast or technical difficulties.
For example, the SEC has recently taken enforcement action against companies for ESG-related misconduct, including greenwashing. Certain regulators, such as the SEC and various state agencies, as well as non-governmental organizations and other private actors have also filed lawsuits under various securities and consumer protection laws alleging that certain ESG-statements, goals or standards were misleading, false or otherwise deceptive.
For example, federal and state regulators have taken enforcement action against companies for such misconduct. Such regulators, as well as non-governmental organizations and 52 Table of Contents other private actors have also filed lawsuits under various securities and consumer protection laws alleging that certain sustainability-related statements, goals or standards were misleading, false or otherwise deceptive.
If securities or industry analysts do not continue to publish research or reports about our business, if they adversely change their recommendations regarding our Class A Common Stock or if our operating results do not meet their expectations, the trading price of our Class A Common Stock could decline. 58 Table of Contents The trading market for our Class A Common Stock will be influenced by the research and reports that industry or securities analysts publish about us or our business.
If securities or industry analysts do not continue to publish research or reports about our business, if they adversely change their recommendations regarding our Class A Common Stock or if our operating results do not meet their expectations, the trading price of our Class A Common Stock could decline.
Even if we do identify attractive acquisition opportunities, we may not be able to complete the acquisition or do so on commercially acceptable terms. No assurance can be given that we will be able to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets.
No assurance can be given that we will be able to identify additional suitable acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets.
U.S. federal, state and local tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect.
We are subject to various complex evolving U.S. federal, state and local tax laws, policies, statutes, rules, regulations and ordinances, each of which could be changed, modified, interpreted or applied adversely to us, in each case, possibly with 56 Table of Contents retroactive effect.
General risks Loss, failure or disruption of our and our operators’ information and computer systems could adversely affect our business. 62 Table of Contents We are heavily dependent on our information systems and computer based programs, including with respect to our well operations information, seismic data, electronic data processing and accounting data, and the availability and integrity of these programs and systems are essential for us to conduct our business and operations.
We are heavily dependent on our information systems and computer based programs, including with respect to our well operations information, seismic data, electronic data processing and accounting data, and the availability and integrity of these programs and systems are essential for us to conduct our business and operations.
Accordingly, in the future we may make acquisitions of businesses, assets or properties that we expect to complement or expand our current assets. For example, in March 2022, we acquired certain exploration and production assets in the state of Utah pursuant to the Uinta Transaction.
Accordingly, in the future we may make acquisitions of businesses, assets or properties that we expect to complement or expand our current assets. For example, in 2025, we acquired certain exploration and production assets in the state of Texas pursuant to the Ridgemar Acquisition and the Vital Energy Merger.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

11 edited+3 added−2 removed6 unchanged
Biggest changeIn the event of an incident, we intend to follow our incident response plan, which outlines the steps to be followed from incident detection to mitigation, recovery and notification, including notifying functional areas (e.g., legal), as well as senior leadership and the Board of Directors, as appropriate.
Biggest changeWe aim to provide training to our employees at least quarterly on cybersecurity practices through our security awareness training platform and endeavor to conduct simulated phishing exercises on a monthly cadence. 60 Table of Contents In the event of an incident, we intend to follow our incident response plan, which outlines the steps to be followed from incident detection to mitigation, recovery and notification, including notifying functional areas (e.g., legal), as well as senior leadership and the Board, as appropriate.
Managing material risks and integrated overall risk management Our cybersecurity risk management program incorporates various mechanisms to detect and monitor unusual network activity, as well as containment and incident response tools. We monitor issues that are internally discovered or externally reported that may affect our business and have processes to assess those issues for potential cybersecurity impact or risk.
Managing material risks and integrated overall risk management Our cybersecurity risk management program incorporates various mechanisms designed to detect and monitor unusual network activity, as well as containment and incident response tools. We monitor issues that are internally discovered or externally reported that may affect our business and have processes to assess those issues for potential cybersecurity impact or risk.
As of the date of this report, though our service providers may have experienced certain cybersecurity incidents, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business, financial condition, results of operations or cash flows.
As of the date of this report, though we and our service providers may have experienced certain cybersecurity incidents, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business, financial condition, results of operations or cash flows.
Assessments of cybersecurity risks are communicated, not less than quarterly, to management by our technology risk management committee, which holds responsibility for prioritizing the remediation of cybersecurity risk, evaluating the effectiveness of compensating controls, and consulting with Internal Audit on their evaluations of the effectiveness of our control environment.
Assessments of cybersecurity risks are communicated, not less than quarterly, to management by our cybersecurity team's technology risk management committee, which holds responsibility for prioritizing the remediation of cybersecurity risk, evaluating the effectiveness of compensating controls, and consulting with Internal Audit on their evaluations of the effectiveness of our control environment.
However, we recognize that cybersecurity threats are continually evolving, and there remains a risk that a cybersecurity incident could potentially negatively impact the Company. Despite the implementation of our cybersecurity processes, we cannot guarantee that a significant cybersecurity attack will not occur.
However, we recognize that cybersecurity threats are continually evolving, and there remains a risk that a cybersecurity incident could negatively impact the Company. Despite the implementation of our cybersecurity processes, we cannot guarantee that a significant cybersecurity attack will not occur.
We assess third-party cybersecurity controls through a variety of methods including review of available Trust and Assurance reports and include security and privacy addendums to our contracts where applicable. As part of our existing cybersecurity risk management program, we identify and as necessary, remediate, risks related to our critical IT vendors.
We assess third-party cybersecurity controls through a variety of methods including review of available Trust and Assurance reports and aim to include security and privacy addendums to our contracts where applicable. As part of our existing cybersecurity risk management program, we seek to identify and, as necessary, remediate, risks related to our critical IT vendors.
Cybersecurity Risk management and strategy Our business is dependent upon our and our operators’ computer systems, devices and networks (including both operational and information technology) to collect, process and store the data necessary to conduct almost all aspects of our business, including the operation of our oil and natural gas assets and the recording and reporting of commercial and financial information.
Item 1C. Cybersecurity Risk management and strategy Our business is dependent upon our computer systems, devices and networks (including both operational and information technology) to collect, process and store the data necessary to conduct almost all aspects of our business, including the operation of our oil and natural gas assets and the recording and reporting of commercial and financial information.
The underlying practices and controls of the cyber risk management program are based on the NIST CSF. We have several deployed teams with distinct roles and responsibilities across our Information Technology, Operational Technology, and Cybersecurity divisions. Our Cybersecurity team comprises in-house personnel with specialized expertise, supported by external managed security services providers, consultants, and retainer services.
The underlying practices and controls of the cyber risk management program are based on the NIST CSF. We have several deployed teams with distinct roles and responsibilities across our IT, OT, and Cybersecurity divisions. Our Cybersecurity team comprises in-house personnel with specialized expertise, supported by external managed security services providers, consultants, and retainer services.
The Cybersecurity team reports directly to our technology risk management committee, which is comprised of senior and management-level operations, finance, accounting, legal, HR, IT, and OT employees. We aim to perform, an annual assessment of our cybersecurity risk management program against the NIST CSF.
The Cybersecurity team leads our technology risk management committee in coordination with senior and management-level representatives from key departments, including Finance, Legal, IT, and OT. We aim to perform an annual assessment of our cybersecurity risk management program against the NIST CSF.
We maintain an information security policy based upon the National Institute of Standards and Technology ("NIST") Cybersecurity Framework ("CSF") that applies to all employees and is intended to define best practices and safe behaviors for cybersecurity protection. We also use enterprise-wide tools and services to promote secure practices, including, endpoint detection and response, data backups, training and testing.
We maintain an information security policy based upon the National Institute of Standards and Technology ("NIST") Cybersecurity Framework ("CSF") as well as a formal Acceptable Use Policy with supplemental AI Use Guidelines that applies to all employees and is intended to define best practices and safe behaviors for cybersecurity protection.
In addition, cybersecurity risks are reviewed by our Board of Directors, at least annually, as part of our corporate risk mapping exercise.
The technology risk management committee reports to Management, who in turn briefs the Audit Committee on the effectiveness of our cybersecurity risk management program on a quarterly basis. In addition, cybersecurity risks are reviewed by our Board of Directors, at least annually, as part of our corporate risk mapping exercise.
Removed
We aim to provide training to our employees at least quarterly on 64 Table of Contents cybersecurity practices through our security awareness training platform and endeavor to conduct simulated phishing exercises on a monthly cadence.
Added
We also use enterprise-wide tools and services to promote secure practices, including, endpoint detection and response, data backups, training and testing.
Removed
The technology risk management committee is led by senior members of our finance, accounting, human resources, IT, operations and legal teams, who have a combined average experience of 23.5 years. The technology risk management committee reports to Management, who in turn briefs the Audit Committee on the effectiveness of our cybersecurity risk management program on a quarterly basis.
Added
The technology risk management committee engages representatives from key departments, including our IT, Operations, and Finance, combining expertise across domains. The Head of Cybersecurity & GRC leads the cybersecurity team and technology risk management committee and is responsible for assessing and managing our material risks from cybersecurity threats.
Added
The Head of Cybersecurity & GRC has over 20.0 years of experience working in the oil and gas industry in various technology and security management roles and maintains professional certifications, including the CISSP.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers The following table sets forth information with respect to our repurchases of shares of Class A common stock during the quarter ended December 31, 2024.
Biggest changeThe Stock Buyback Tax first applied to our stock repurchase program in the year ended December 31, 2023, and will continue to apply in subsequent taxable years. The following table sets forth information with respect to our repurchases of shares of Class A common stock during the quarter ended December 31, 2025.
Our future dividends depend on our level of earnings, financial requirements and other factors and will be subject to approval by our Board of Directors, applicable law and the terms of our existing debt documents, including the Revolving Credit Facility and the indentures governing the Senior Notes.
Our future dividends depend on our level of earnings, financial requirements and other factors and will be subject to approval by our Board, applicable law and the terms of our existing debt documents, including the Revolving Credit Facility and the indentures governing the Senior Notes.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our Class A Common Stock is listed and traded on the NYSE under the ticker symbol "CRGY." As of January 31, 2025, we had 217 Class A common stock shareholders of record and two Class B common stock shareholders of record.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our Class A Common Stock is listed and traded on the NYSE under the ticker symbol "CRGY." As of January 30, 2026, we had 291 Class A common stock shareholders of record.
(in thousands) 10/1/2024 - 10/31/2024 45,618 $10.99 45,618 $119,454 11/1/2024 - 11/30/2024 — — — — 12/1/2024 - 12/31/2024 — — — — Recent Sales of Unregistered Equity Securities We had no sales of unregistered equity securities during the period covered by this Annual Report that were not previously reported in a Current Report on Form 8-K or Quarterly Report on Form 10-Q.
(in thousands) 10/1/2025 - 10/31/2025 — $— — $85,984 11/1/2025 - 11/30/2025 — — — $85,984 12/1/2025 - 12/31/2025 — — — $85,984 Recent Sales of Unregistered Equity Securities We had no sales of unregistered equity securities during the period covered by this Annual Report that were not previously reported in a Current Report on Form 8-K or Quarterly Report on Form 10-Q.
Added
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Our Board authorized a stock repurchase program in March 2024 with an approved limit of $150.0 million and a two-year term of which $86.0 million of authorization remained as of December 31, 2025.
Added
In February 2026 our Board extended the stock repurchase program indefinitely and increased the approved limit to $400.0 million. We have $336.0 million of repurchase authorization remaining under such program as of February 25, 2026.
Added
Repurchases pursuant to such program may be made from time to time in the open market, in a privately negotiated transaction, 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.
Added
The timing of any repurchases under the share repurchase program will depend on market conditions, contractual limitations and other considerations. The program may be modified, suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or number of securities.
Added
The IRA 2022 provides for, among other things, the imposition of a 1% non-deductible U.S. federal excise tax on the fair market value of any stock repurchased by a publicly traded domestic corporation during any taxable year, with the fair market value of such repurchased stock reduced by the fair market value of certain stock issued by such corporation during such taxable year (such exercise tax, the "Stock Buyback Tax").
Added
In the past, there have been proposals to increase the amount of the Stock Buyback Tax from 1% to 4%; however, it is unclear whether such a change in the amount of the excise tax will be enacted and, if enacted, how soon any such change could take effect.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of operations: Year ended December 31, 2024 compared to year ended December 31, 2023 Revenues 73 Table of Contents The following table provides the components of our revenues, respective average realized prices and net sales volumes for the periods indicated: Year Ended December 31, 2024 2023 $ Change % Change Revenues (in thousands): Oil $ 2,130,418 $ 1,750,961 $ 379,457 22 % Natural gas 349,858 371,066 (21,208) (6 %) Natural gas liquids 316,981 192,870 124,111 64 % Midstream and other 133,662 67,705 65,957 97 % Total revenues $ 2,930,919 $ 2,382,602 $ 548,317 23 % Average realized prices, before effects of derivative settlements: Oil ($/Bbl) $ 71.14 $ 72.09 $ (0.95) (1 %) Natural gas ($/Mcf) $ 1.91 $ 2.84 $ (0.93) (33 %) NGLs ($/Bbl) $ 24.10 $ 22.76 $ 1.34 6 % Total ($/Boe) $ 37.99 $ 42.45 $ (4.46) (11 %) Net sales volumes: Oil (MBbls) 29,945 24,287 5,658 23 % Natural gas (MMcf) 183,227 130,629 52,598 40 % NGLs (MBbls) 13,154 8,475 4,679 55 % Total (MBoe) 73,637 54,533 19,104 35 % Average daily net sales volumes: Oil (MBbls/d) 82 67 15 22 % Natural gas (MMcf/d) 501 358 143 40 % NGLs (MBbls/d) 36 23 13 57 % Total (MBoe/d) 201 149 52 35 % Oil revenue .
Biggest changeResults of operations: Year ended December 31, 2025 compared to year ended December 31, 2024 Revenues The following table provides the components of our revenues, respective average realized prices and net sales volumes for the periods indicated: 69 Table of Contents Year Ended December 31, 2025 2024 $ Change % Change Revenues (in thousands): Oil $ 2,372,726 $ 2,130,418 $ 242,308 11 % Natural gas 673,540 349,858 323,682 93 % Natural gas liquids 390,629 316,981 73,648 23 % Midstream and other 142,887 133,662 9,225 7 % Total revenues $ 3,579,782 $ 2,930,919 $ 648,863 22 % Average realized prices, before effects of derivative settlements: Oil ($/Bbl) $ 62.21 $ 71.14 $ (8.93) (13 %) Natural gas ($/Mcf) $ 2.84 $ 1.91 $ 0.93 49 % NGLs ($/Bbl) $ 22.47 $ 24.10 $ (1.63) (7 %) Total ($/Boe) $ 36.17 $ 37.99 $ (1.82) (5 %) Net sales volumes: Oil (MBbls) 38,139 29,945 8,194 27 % Natural gas (MMcf) 236,978 183,227 53,751 29 % NGLs (MBbls) 17,382 13,154 4,228 32 % Total (MBoe) 95,017 73,637 21,380 29 % Average daily net sales volumes: Oil (MBbls/d) 104 82 22 27 % Natural gas (MMcf/d) 649 501 148 30 % NGLs (MBbls/d) 48 36 12 33 % Total (MBoe/d) 260 201 59 29 % Oil revenue .
In connection with the repayment of SilverBow's debt we incurred a Loss on the extinguishment of debt of $36.5 million, inclusive of make whole fees.
In connection with the repayment of SilverBow's debt we incurred a Loss on the extinguishment of debt of $36.5 million, inclusive of make whole fees.
All issuances of the 2033 Notes are treated as a single series of securities under the indenture governing the 2033 Notes, will vote together as a single class, and have substantially identical terms, other than the issue date and the issue price.
All issuances of the 2033 Notes are treated as a single series of securities under the indenture governing the 2033 Notes, will vote together as a single class, and have substantially identical terms, other than the issue date and the issue price.
We used the proceeds from the December 2024 Offering to repay the amounts outstanding under our Revolving Credit Facility.
We used the proceeds from the December 2024 Offering to repay the amounts outstanding under our Revolving Credit Facility.
When estimating and valuing unproved reserves, discounted future net cash flows of probable and possible reserves are reduced by additional risk-weighting factors. For other assets acquired in business combinations, we use a combination of available cost and market data and/or estimated cash flows to determine the fair values.
When estimating and valuing unproved reserves, discounted future net cash flows of probable and possible reserves are reduced by additional risk-weighting factors. For other assets and liabilities acquired in business combinations, we use a combination of available cost and market data and/or estimated cash flows to determine the fair values.
Dividends Our future dividends depend on our level of earnings, financial requirements and other factors and will be subject to approval by our Board of Directors, applicable law and the terms of our existing debt documents, including the indentures governing the Senior Notes.
Dividends Our future dividends depend on our level of earnings, financial requirements and other factors and will be subject to approval by our Board, applicable law and the terms of our existing debt documents, including the indentures governing the Senior Notes.
During the years ended December 31, 2024, 2023, and 2022, we determined that there were triggering events requiring an evaluation of whether the carrying value of our oil and natural gas properties was recoverable.
During the years ended December 31, 2024, and 2023, we determined that there were triggering events requiring an evaluation of whether the carrying value of our oil and natural gas properties was recoverable.
Accordingly, reserve estimates often differ from the quantities of crude oil and natural gas that are ultimately recovered. We cannot predict the amounts or timing of future reserve revisions. When determining the December 31, 2024 proved reserves for each property, the benchmark prices issued by the SEC were adjusted using price differentials that account for property-specific quality and location differences.
Accordingly, reserve estimates often differ from the quantities of crude oil and natural gas that are ultimately recovered. We cannot predict the amounts or timing of future reserve revisions. When determining the December 31, 2025 proved reserves for each property, the benchmark prices issued by the SEC were adjusted using price differentials that account for property-specific quality and location differences.
How we evaluate our operations We use a variety of financial and operational metrics to assess the performance of our oil, natural gas and NGL operations, including: 71 Table of Contents • Production volumes sold; • Commodity prices and differentials; • Operating expenses; • Adjusted EBITDAX (non-GAAP); and • Levered Free Cash Flow (non-GAAP) Development program and capital budget Our development program, which consists of expenditures for drilling, completion and recompletion activities, is designed to prioritize the generation of attractive risk-adjusted returns and meaningful free cash flow and is inherently flexible, with the ability to modify our capital program as necessary to react to the current market environment.
How we evaluate our operations We use a variety of financial and operational metrics to assess the performance of our oil, natural gas and NGL operations, including: • Production volumes sold; • Commodity prices and differentials; • Operating expenses; • Adjusted EBITDAX (non-GAAP); and • Levered Free Cash Flow (non-GAAP) 67 Table of Contents Development program and capital budget Our development program, which consists of expenditures for drilling and completion activities, is designed to prioritize the generation of attractive risk-adjusted returns and meaningful free cash flow and is inherently flexible, with the ability to modify our capital program as necessary to react to the current market environment.
Of the total OpCo Units acquired, 13.8 million were exchanged for shares of Class A Common Stock, which were subsequently sold in an underwritten public offering at a price to the public of $10.50 per share, or a net price of $9.87 per share after deducting the underwriters' discounts 69 Table of Contents and commissions, from which we did not receive any proceeds, nor incur any material expenses with respect to such acquisition.
Of the total OpCo Units acquired, 13.8 million were exchanged for shares of Class A Common Stock, which were subsequently sold in an underwritten public offering at a price to the public of $10.50 per share, or a net price of $9.87 per share after deducting the underwriters' discounts and commissions, from which we did not receive any proceeds, nor incur any material expenses with respect to such acquisition.
Technologies used in our reserves estimation includes decline curve analysis, statistical analysis of production performance, pressure and rate transient analysis, pressure gradient analysis, reservoir simulation and volumetric analysis. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation.
Technologies used in our reserves estimation include decline curve analysis, statistical analysis of production performance, pressure and rate transient analysis, pressure gradient analysis, reservoir simulation and volumetric analysis. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation.
In March 2024, we issued $700.0 million aggregate principal amount of 7.625% senior notes due 2032 (the "2032 Notes") at par (the “March 2024 Offering”). In December 2024, we issued an additional $400.0 million, aggregate principal amount of 2032 Notes at 100.250% of par (the "December 2024 Offering," and together with the March 2024 Offering, the "2032 Notes Offerings").
In March 2024, we issued $700.0 million aggregate principal amount of 7.625% senior notes due 2032 (the "2032 Notes") at par (the "March 2024 Offering"). In December 2024, we issued an additional $400.0 million, aggregate principal amount of 2032 Notes at 100.250% of par (the "December 2024 Offering", and together with the March 2024 Offering, the "2032 Notes Offerings").
If the future average crude oil prices are below the average prices used to determine proved reserves at December 31, 2024, it could have an adverse effect on our estimates of proved reserve volumes and the value of our business.
If the future average crude oil prices are below the average prices used to determine proved reserves at December 31, 2025, it could have an adverse effect on our estimates of proved reserve volumes and the value of our business.
We used the aggregate net proceeds from the 2033 Notes Offerings to finance the majority of the SilverBow Merger, including (i) fund the cash paid to the SilverBow stockholders and holders of SilverBow restricted stock units in connection with the SilverBow Merger, and (ii) repay and extinguish SilverBow's 79 Table of Contents existing indebtedness that was outstanding at the completion of the SilverBow Merger for $1.2 billion, including extinguishment costs.
We used the aggregate net proceeds from the 2033 Notes Offerings to finance the majority of the SilverBow Merger, including (i) fund the cash paid to the SilverBow stockholders and holders of SilverBow restricted stock units in connection with the SilverBow Merger, and (ii) repay and extinguish SilverBow's existing indebtedness that was outstanding at the completion of the SilverBow Merger for $1.2 billion, including extinguishment costs.
We define Levered Free Cash Flow as Adjusted EBITDAX less interest expense, excluding non-cash amortization of deferred financing costs, discounts, and premiums, loss from extinguishment of debt, excluding non-cash write-off of deferred financing costs, discounts, and premiums and SilverBow Merger transaction related costs, current income tax benefit (expense), tax-related redeemable noncontrolling interest distributions made by OpCo and development of oil and natural gas properties.
We define Levered Free Cash Flow as Adjusted EBITDAX less interest expense, excluding non-cash amortization of deferred financing costs, discounts, and premiums, loss from extinguishment of debt, excluding non-cash write-off of deferred financing costs, discounts, and premiums, current income tax benefit (expense), tax-related redeemable noncontrolling interest distributions made by OpCo and development of oil and natural gas properties.
In addition, the expected future cash flows to be generated by producing properties used for testing impairment, also in part, rely on estimates of quantities of net reserves. 85 Table of Contents Depreciation, depletion and amortization DD&A of oil and natural gas producing properties is determined on a field-by-field basis using the units-of-production method.
In addition, the expected future cash flows to be generated by producing properties used for testing impairment, also in part, rely on estimates of quantities of net reserves. Depreciation, depletion and amortization DD&A of oil and natural gas producing properties is determined on a field-by-field basis using the units-of-production method.
The applicable margin varies based upon our borrowing base utilization then in effect. The fee payable for the unused revolving commitments at December 31, 2024 is 0.375% per year.
The applicable margin varies based upon our borrowing base utilization then in effect. The fee payable for the unused revolving commitments at December 31, 2025 is 0.375% per year.
We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDAX because these amounts can vary substantially within our industry depending 87 Table of Contents upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired.
We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDAX because these amounts can vary substantially within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired.
In connection with the SilverBow Merger, Crescent issued 51.6 million shares of Class A Common Stock and paid 70 Table of Contents $382.4 million in cash to former SilverBow shareholders, including amounts payable in respect of outstanding SilverBow equity awards. In connection with the closing of the SilverBow Merger, we repaid all of SilverBow’s outstanding indebtedness.
In connection with the SilverBow Merger, Crescent issued 51.6 million shares of Class A Common Stock and paid $382.4 million in cash to former SilverBow shareholders, including amounts payable in respect of outstanding SilverBow equity awards. In connection with the closing of the SilverBow Merger, we repaid all of SilverBow’s outstanding indebtedness.
In September 2024, we issued an additional $250.0 million, aggregate principal amount of 2033 Notes at 101.000% of par (the "September 2024 Offering," and together with the June 2024 Offering, the "2033 Notes Offerings"). The aggregate proceeds from the 2033 Notes Offerings were approximately $982.1 million, after adjusting for premiums, the initial purchasers' discount and offering expenses.
In September 2024, we issued an additional $250.0 million aggregate principal amount of 2033 Notes at 101.000% of par. The aggregate proceeds from the 2033 Notes Offerings were approximately $982.1 million, after adjusting for premiums, the initial purchasers' discount and offering expenses.
Properties acquired in business combinations When sufficient market data is not available, we determine the fair values of proved and unproved oil and natural gas properties acquired in transactions accounted for as business combinations by preparing estimates of cash flows from the production of 86 Table of Contents crude oil, natural gas and NGL reserves.
Properties acquired in business combinations When sufficient market data is not available, we determine the fair values of proved and unproved oil and natural gas properties acquired in transactions accounted for as business combinations by preparing estimates of cash flows from the production of crude oil, natural gas and NGL reserves.
The following information updates the discussion of our financial condition provided in our previous filings, and analyzes the changes in the results of operations between the years ended December 31, 2024 and 2023.
The following information updates the discussion of our financial condition provided in our previous filings, and analyzes the changes in the results of operations between the years ended December 31, 2025 and 2024.
These midstream revenues comprise the majority of our midstream and other revenue. Midstream and other revenue accounts for 5% or less of our total revenues for each of the years ended December 31, 2024, 2023 and 2022.
These midstream revenues comprise the majority of our midstream and other revenue. Midstream and other revenue accounts for 5% or less of our total revenues for each of the years ended December 31, 2025, 2024 and 2023.
At December 31, 2024, we were in compliance with each of the covenants under the Revolving Credit Facility and expect to remain in compliance with these covenants for the foreseeable future.
At December 31, 2025, we were in compliance with each of the covenants under the Revolving Credit Facility and expect to remain in compliance with these covenants for the foreseeable future.
General and Administrative Expense Our general and administrative expense includes corporate overhead costs, professional service fees, insurance, software applications, fees for transaction expenses, expenses payable under the Management Agreement with KKR Energy Assets Manager LLC, incentive compensation award agreements granting profits interests, restricted stock units, performance stock units and other incentive awards granted to our employees and non-employee directors.
General and Administrative Expense Our general and administrative expense includes corporate overhead costs, professional service fees, insurance, software applications, fees for transaction expenses, expenses payable under the Management Agreement with the Manager, incentive compensation award agreements granting profits interests, restricted stock units, performance stock units and other incentive awards granted to our employees and non-employee directors.
We cannot predict any future trends in the rate of inflation and a significant increase in inflation, to the extent we are unable to recover higher costs through higher oil and natural gas prices and revenues, would negatively impact our business, financial condition and results of operations. See Part I, Item 1A.
We cannot predict any future trends in the rate of inflation, any subsequent monetary policy changes, and a significant increase in inflation, to the extent we are unable to recover higher costs through higher oil and natural gas prices and revenues, would negatively impact our business, financial condition and results of operations. See Part I, Item 1A.
If the carrying amount exceeds the estimated undiscounted cash flows, we will write-down the carrying amount of the oil and natural gas properties to fair value. The factors used to determine fair value include: • Estimates of oil and natural gas reserves and expected timing of production.
If 83 Table of Contents the carrying amount exceeds the estimated undiscounted cash flows, we will write-down the carrying amount of the oil and natural gas properties to fair value. The factors used to determine fair value include: • Estimates of oil and natural gas reserves and expected timing of production.
Such repurchases may be made by Crescent or by OpCo, as applicable, and may be made from time to time in the open market, in a privately negotiated transaction, 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.
Repurchases pursuant to such program may be made from time to time in the open market, in a privately negotiated transaction, 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.
During the years ended December 31, 2024, 2023, and 2022, we recognized DD&A expense of $949.5 million, $675.8 million, and $532.9 million, respectively. While revisions of previous reserve estimates have not historically been significant to the depreciation and depletion rates, any reduction in proved reserves, could result in an acceleration of future DD&A expense.
During the years ended December 31, 2025, 2024, and 2023, we recognized DD&A expense of $1,166.9 million, $949.5 million, and $675.8 million, respectively. While revisions of previous reserve estimates have not historically been significant to the depreciation and depletion rates, any reduction in proved reserves, could result in an acceleration of future DD&A expense.
In December 2024, we issued an additional $400.0 million, aggregate principal amount of 2032 Notes at 100.250% of par (the "December 2024 Offering," and together with the March 2024 Offering, the "2032 Notes Offerings"). The aggregate proceeds from the 2032 Notes Offering were approximately $1,080.7 million, after deducting the initial purchasers' discount and offering expenses.
In December 2024, we issued an additional $400.0 million, aggregate principal amount of 2032 Notes at 100.250% of par. The aggregate proceeds from the 2032 Notes Offering were approximately $1,080.7 million, after deducting the initial purchasers' discount and offering expenses.
Actual amounts paid towards equity-classified profits interests awards in the future will be shown as distributions to non-controlling interests in our consolidated financial statements, and may differ from the amounts shown for unrecognized compensation cost related to unvested equity-classified profits interest awards.
Actual amounts paid towards equity-classified profits interests awards in the future will be shown as distributions to 81 Table of Contents non-controlling interests in our consolidated financial statements, and may differ from the amounts shown for unrecognized compensation cost related to unvested equity-classified profits interest awards.
(2) Transaction and nonrecurring expenses of $82.5 million during the year ended December 31, 2024 were primarily related to the SilverBow Merger, capital markets transactions and integration expenses.
Transaction and nonrecurring expenses of $82.5 million for the year ended December 31, 2024 were primarily related to the SilverBow Merger, capital markets transactions and integration expenses.
In addition, prior to July 15, 2027, we may redeem some or all of the 2033 Notes at a price equal to 100% of the principal amount thereof, plus a "make-whole" premium and accrued and unpaid interest, if any, to but excluding the redemption date. 2032 Notes In March 2024, we issued $700.0 million aggregate principal amount of 7.625% senior notes due 2032 (the "2032 Notes") at par (the “March 2024 Offering”).
In addition, prior to July 15, 2027, we may redeem some or all of the 2033 Notes at a price equal to 100% of the principal amount thereof, plus a "make-whole" premium and accrued and unpaid interest, if any, to but excluding the redemption date. 2032 Notes In March 2024, we issued $700.0 million aggregate principal amount of 2032 Notes at par.
In October 2024, we acquired from unaffiliated third parties certain interests in oil and gas properties, rights and related assets located in Atascosa, Frio, La Salle and McMullen Counties, Texas for aggregate consideration of approximately $156.0 million, including certain customary purchase price adjustments.
In October 2024, we acquired from unaffiliated third parties certain interests in oil and gas properties, rights and related assets located in Atascosa, Frio, La Salle and McMullen Counties, Texas for aggregate consideration of approximately $156.0 million, including certain customary purchase price adjustments in the Central Eagle Ford Acquisition.
We paid cash dividends of $0.48 per share of our Class A Common Stock to shareholders during the year ended December 31, 2024.
We paid cash dividends totaling $0.48 per share of our Class A Common Stock to shareholders during the year ended December 31, 2025.
Our effective tax rate is typically lower than the U.S. federal statutory income tax rate of 21% primarily due to effects of removing income and losses related to our noncontrolling interests and redeemable noncontrolling interests.
Historically, our effective tax rate has typically been lower than the U.S. federal statutory income tax rate of 21% primarily due to effects of removing income and losses related to our noncontrolling interests and redeemable noncontrolling interests.
On February 26, 2025, the Board of Directors approved a quarterly cash dividend of $0.12 per share, or $0.48 per share on an annualized basis, to be paid to shareholders of our Class A Common Stock with respect to the fourth quarter of 2024.
On February 25, 2026, the Board approved a quarterly cash dividend of $0.12 per share, or $0.48 per share on an annualized basis, to be paid to shareholders of our Class A Common Stock with respect to the fourth quarter of 2025.
The following table illustrates our production revenue mix for each of the periods presented: Year Ended December 31, 2024 2023 2022 Oil 76 % 76 % 66 % Natural gas 13 % 16 % 25 % NGLs 11 % 8 % 9 % In addition, revenue from our midstream assets is supported by commercial agreements that have established minimum volume commitments.
The following table illustrates our production revenue mix for each of the periods presented: Year Ended December 31, 2025 2024 2023 Oil 69 % 76 % 76 % Natural gas 20 % 13 % 16 % NGLs 11 % 11 % 8 % In addition, revenue from our midstream assets is supported by commercial agreements that have established minimum volume commitments.
As of December 31, 2024, (i) unrecognized compensation cost related to unvested equity-classified profits interest awards was $2.3 million, and (ii) we carried $4.5 million in Other long term liabilities on the consolidated balance sheet and had unrecognized compensation of $2.9 million related to unvested liability-classified profits interest awards.
As of December 31, 2025, (i) unrecognized compensation cost related to unvested equity-classified profits interest awards was $1.5 million, and (ii) we carried $2.4 million in Other long term liabilities on the consolidated balance sheet and had no unrecognized compensation related to unvested liability-classified profits interest awards.
We expect to fund our 2025 capital program through cash flow from operations.
We expect to fund our 2026 capital program through cash flow from operations.
Income taxes Crescent is a holding company, the sole material assets of which are OpCo Units. OpCo is a partnership and is generally not subject to U.S. federal and certain state taxes. Crescent is subject to U.S. federal income and state tax on our allocable share of any taxable income of OpCo.
Income taxes Crescent is a holding company and its sole material assets is OpCo Units. OpCo is a partnership and is generally not subject to U.S. federal and certain state taxes. Crescent is subject to U.S. federal income and certain state tax on its allocable share of any taxable income of OpCo.
Impairment of oil and natural gas properties Proved and unproved oil and natural gas properties are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying amount of such property.
Impairment of oil and natural gas properties Proved and unproved oil and natural gas properties that are classified as held and used are reviewed for impairment when events and circumstances indicate a possible decline in the recoverability of the carrying amount of such property.
The Revolving Credit Facility contains certain covenants that restrict the payment of cash dividends, certain borrowings, sales of assets, loans to others, investments, merger activity, commodity swap agreements, liens and other transactions without the adherence to certain financial covenants or the prior consent of our lenders.
The Crescent Minerals Credit Facility contains certain covenants that restrict the payment of cash dividends, certain borrowings, sales of assets, loans to others, investments, merger activity, commodity swap agreements, liens and other transactions without the adherence to certain financial covenants or the prior consent of Wells Fargo.
Further, these estimates and other factors, including those outside of our control could have significant adverse impact to our financial condition, results of operations and cash flows. Crude oil, natural gas and NGL reserves One of the most significant estimates the Company makes is the estimate of proved crude oil, natural gas and NGL reserves.
Further, these estimates and other factors, including those outside of our control could have significant adverse impact to our financial condition, results of operations and cash flows. 82 Table of Contents Crude oil, natural gas and NGL reserves One of our most significant estimates is of proved crude oil, natural gas and NGL reserves.
In February 2024, we acquired a portfolio of oil and natural gas mineral interests located in the Karnes Trough of the Eagle Ford Basin from an unrelated third-party (the "Eagle Ford Minerals Acquisition") for total cash consideration of approximately $25.0 million, including customary purchase price adjustments. The purchase price was funded using borrowings under our Revolving Credit Facility.
In February 2024, we acquired a portfolio of oil and natural gas mineral interests located in the Karnes Trough of the Eagle Ford Basin from an unrelated third-party (the "Eagle Ford Minerals Acquisition") for total cash consideration of approximately $25.0 million, including customary purchase price adjustments.
Other Acquisitions In January 2025, we acquired from unaffiliated third parties additional interests in Crescent operated oil and gas properties, rights and related assets located in Webb County, Texas for aggregate consideration of approximately $21.2 million, subject to customary post closing adjustments.
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 (the “Webb Gas Acquisition”).
We are subject to (i) maximum leverage ratio and (ii) current ratio financial covenants calculated as of the last day of each fiscal quarter.
The Crescent Minerals Borrower and Crescent Minerals Guarantors are subject to (i) maximum leverage ratio and (ii) current ratio financial covenants calculated as of the last day of each fiscal quarter.
Refer to our 2023 Annual Report filed March 4, 2024 for discussion and analysis of the changes in results of operations between the years ended December 31, 2023 and 2022. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance.
Refer to our 2024 Annual Report filed February 26, 2025 for discussion and analysis of the changes in results of operations between the years 62 Table of Contents ended December 31, 2024 and 2023. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance.
See additional materials on our website at www.crescentenergyco.com/sustainability. However, please note that the contents and other materials on our website in general, are not intended or deemed to be incorporated into this Annual Report by reference.
However, please note that the contents and other materials on our website in general, are not intended or deemed to be incorporated into this Annual Report by reference.
Our Acquisitions of oil and gas properties on the consolidated statements of cash flows of $558.6 million in 2024 was driven primarily by the SilverBow Merger, the Central Eagle Ford Acquisition and Eagle Ford Minerals Acquisition, while the 2023 acquisitions of $849.3 million was driven by our Western Eagle Ford Acquisitions.
Our Acquisitions of oil and gas properties on the consolidated statements of cash flows of $818.9 million in 2025 was driven primarily by the Ridgemar Acquisition and the Minerals Acquisition, while the 2024 acquisitions of $558.6 million was driven by SilverBow Merger, the Central Eagle Ford Acquisition and the Eagle Ford Minerals Acquisition.
The following table presents the percentages of our production that was economically hedged through the use of derivative contracts: Year Ended December 31, 2024 2023 2022 Oil 67 % 65 % 64 % Natural gas 51 % 57 % 66 % NGLs 6 % 16 % 46 % The following table sets forth the average NYMEX oil and natural gas prices and our average realized prices for the periods presented: Year Ended December 31, 2024 2023 2022 Oil (Bbl): Average NYMEX $ 75.72 $ 77.62 $ 94.23 Realized price (excluding derivative settlements) 71.14 72.09 90.06 Realized price (including derivative settlements) (1) 67.38 65.04 71.98 Natural Gas (Mcf): Average NYMEX $ 2.27 $ 2.74 $ 6.64 Realized price (excluding derivative settlements) 1.91 2.84 5.97 Realized price (including derivative settlements) (1) 2.33 2.83 3.42 NGLs (Bbl): Realized price (excluding derivative settlements) $ 24.10 $ 22.76 $ 37.72 Realized price (including derivative settlements) (1) 24.05 24.95 29.70 (1) The realized price presented above does not include $60.8 million received from the settlement of acquired oil, gas and NGL derivative contracts for the year ended December 31, 2024.
The following table presents the percentages of our production that was economically hedged through the use of derivative contracts: Year Ended December 31, 2025 2024 2023 Oil 63 % 67 % 65 % Natural gas 60 % 51 % 57 % NGLs 12 % 6 % 16 % The following table sets forth the average NYMEX oil and natural gas prices and our average realized prices for the periods presented: Year Ended December 31, 2025 2024 2023 Oil (Bbl): Average NYMEX $ 64.81 $ 75.72 $ 77.62 Realized price (excluding derivative settlements) 62.21 71.14 72.09 Realized price (including derivative settlements) (1) 64.45 67.38 65.04 Natural Gas (Mcf): Average NYMEX $ 3.43 $ 2.27 $ 2.74 Realized price (excluding derivative settlements) 2.84 1.91 2.84 Realized price (including derivative settlements) (1) 2.83 2.33 2.83 NGLs (Bbl): Realized price (excluding derivative settlements) $ 22.47 $ 24.10 $ 22.76 Realized price (including derivative settlements) (1) 22.42 24.05 24.95 (1) The realized price presented above does not include $83.1 million and $60.8 million received from the settlement of acquired oil, gas and NGL derivative contracts for the years ended December 31, 2025 and 2024, respectively.
Our weighted average interest rate on loan amounts outstanding as of December 31, 2023 was 9.75% and we had no borrowings outstanding under the Revolving Credit Facility as of December 31, 2024. The borrowing base under the Revolving Credit Facility was $2.6 billion as of December 31, 2024.
Our weighted average interest rate on loan amounts outstanding as of December 31, 2025 was 5.56% and we had no borrowings outstanding under the Revolving Credit Facility as of December 31, 2024. The borrowing base under the Revolving Credit Facility was $3.9 billion as of December 31, 2025.
Our primary expected uses of capital are for dividends to shareholders, our share repurchase program, debt repayment, development of our existing assets and acquisitions.
Our primary expected uses of capital are for dividends to shareholders, our share repurchase program, debt repayment, including open market repurchases of our senior notes, development of our existing assets and acquisitions.
Our cash expenditures related to the Development of oil and natural gas properties on the consolidated statements of cash flows increased by $104.3 million, and we had $25.8 million higher proceeds from the sale of oil and natural gas properties. Net cash provided by financing activities .
Our cash expenditures related to the Development of oil and natural gas properties on the consolidated statements of cash flows increased by $265.4 million, and we had $792.4 million higher proceeds from the sale of oil and natural gas properties. Net cash (provided by) used in financing activities .
For the years ended December 31, 2023 and 2022, the realized price presented above does not include $61.5 million and $49.9 million paid for the settlement of acquired oil derivative contracts, respectively.
For the year ended December 31, 2023, the realized price presented above does not include $61.5 million paid for the settlement of acquired oil derivative contracts.
We used cash of $558.6 million in 2024 for the acquisitions of oil and natural gas properties, primarily related to the SilverBow Merger, the Central Eagle Ford Acquisition and the Eagle Ford Minerals Acquisition, as compared to $849.3 million in 2023, primarily related to the Western Eagle Ford Acquisitions.
We used cash of $818.9 million in 2025 for the acquisitions of oil and natural gas properties, primarily related to the Ridgemar Acquisition and the Minerals Acquisition, as compared to $558.6 million in 2024, which primarily related to the SilverBow Merger, the Central Eagle Ford Acquisition and the Eagle Ford Minerals Acquisition.
Net cash provided by operating activities for the year ended December 31, 2024 increased by $287.3 million, or 31%, compared to 2023, primarily due to higher net income after adjusting for non-cash items, partially offset by working capital changes. Net cash used in investing activities .
Net cash provided by operating activities for the year ended December 31, 2025 increased by $457.1 million, or 37%, compared to 2024, primarily due to higher net income after adjusting for non-cash items and working capital changes. Net cash used in investing activities .
Although the financial health of the oil and gas industry has shown improvement as compared to prior periods, to the extent elevated inflation remains, we may experience further cost increases for our operations, including oilfield services, labor costs and equipment. Higher oil and natural gas prices may cause the costs of materials and services to continue to rise.
Although the financial health of the oil and gas industry has shown improvement as compared to prior periods, to the extent elevated interest rates and inflation remain, we may experience further cost increases for our operations, including oilfield services, labor costs and equipment.
After the completion of the Tender Offer and Redemption, the 2028 Notes, the 2032 Notes and 2033 Notes (collectively, the "Senior Notes") are our senior unsecured obligations and the Senior Notes and the related guarantees rank equally in right of payment with the borrowings under our Revolving Credit Facility and any of our other future senior indebtedness and senior to any of our future subordinated indebtedness.
The Senior Notes are our senior unsecured obligations and the Senior Notes and the related guarantees rank equally in right of payment with the borrowings under our Revolving Credit Facility and any of our other future senior indebtedness and senior to any of our future subordinated indebtedness.
Furthermore, the United States has experienced, and may continue to experience, a significant inflationary environment, which began in 2022 that, along with international geopolitical risks, has contributed to concerns of a potential recession in the United States in 2025 that has created further volatility.
Furthermore, the United States has experienced, and may continue to experience, a significant inflationary environment, which began in 2022 that, along with international geopolitical risks and market responses to the announcement of certain tariff policies by the Trump Administration, has contributed to concerns of a potential recession in the United States in 2026 that has created further volatility.
OGMP 2.0 is the United Nations Environment Programme's flagship oil and gas reporting and mitigation program and the leading industry standard for methane emissions reporting. We also established a Sustainability Advisory Council, an outside council comprising leading exports across key sustainability topics, to advise management and our Board of Directors on sustainability-related issues.
OGMP 2.0 is the United Nations Environment Programme's flagship oil and gas reporting and mitigation program and the leading industry standard for methane emissions reporting. We previously established a Sustainability Advisory Council, an outside council comprising leading experts across key sustainability topics, to advise management and our Board on sustainability-related issues. See additional materials on our website at www.crescentenergyco.com/sustainability.
(5) Amounts shown represent contractual liquidation damages at December 31, 2024 for failure to drill and complete wells on certain leases.
(6) Amounts shown represent contractual liquidated damages at December 31, 2025 for failure to drill and complete wells on certain leases.
Levered Free Cash Flow does not take into account amounts incurred on acquisitions. Levered Free Cash Flow is not a measure of liquidity as determined by GAAP. Levered Free Cash Flow is a supplemental non-GAAP liquidity measure that is used by our management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies.
Levered Free Cash Flow is a supplemental non-GAAP liquidity measure that is used by our management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies.
Our Class A Common Stock trades on the NYSE under the symbol “CRGY.” Geopolitical developments and economic environment During the last several years, prices of crude oil, natural gas and NGLs have experienced periodic downturns and sustained volatility, impacted by the COVID-19 pandemic and recovery, Russia’s invasion of Ukraine and the related sanctions imposed on Russia, Hamas' attack against Israel and the ensuing conflict and escalation of tensions in the Middle East (including with Lebanon and Yemen), supply chain constraints, elevated interest rates and costs of capital and political and regulatory uncertainties, including any proposed tariffs.
Our Class A Common Stock trades on the NYSE under the symbol “CRGY.” Geopolitical developments and economic environment During the last several years, prices of crude oil, natural gas and NGLs have experienced periodic downturns and sustained volatility, impacted by geopolitical events, such as Russia’s invasion of Ukraine and the related sanctions imposed on Russia, Hamas' attack against Israel and the ensuing conflict and escalation of tensions in the Middle East, including the conflict with Iran, recent developments in Venezuela, supply chain constraints, elevated interest rates, U.S. international trade and tariff policy developments and responses thereto and costs of capital and political and regulatory uncertainties.
General and administrative expense ("G&A") increased $195.3 million, or 139%, in 2024 compared to 2023, driven primarily by (i) an increase in equity-based compensation expense of $110.5 million (2024 and 2023 include additional catch up expense of $121.8 million and $30.4 million, respectively, due to change in estimate), (ii) $63.8 million higher transaction and nonrecurring related expenses primarily driven by the SilverBow Merger and (iii) higher recurring G&A, primarily driven by higher Manager Compensation expense.
General and administrative expense ("G&A") increased $135.9 million, or 40%, in 2025 compared to 2024, driven primarily by (i) higher recurring G&A due to the SilverBow Merger and the Ridgemar Acquisition; (ii) an increase in equity-based compensation expense of $55.6 million (2025 and 2024 include additional catch up expense of $146.5 million and $121.8 million, respectively, due to change in estimate) and (iii) $30.4 million higher transaction and nonrecurring related expenses.
As a result of our evaluations, during the year ended December 31, 2024, we recorded an impairment expense of $161.5 million related to Oil and natural gas properties that were determined not to be recoverable.
During the year ended December 31, 2024, we recorded an impairment expense of $161.5 million related to oil and natural gas properties that were determined not to be recoverable. 71 Table of Contents General and administrative expense.
Adjusted EBITDAX (non-GAAP) and Levered Free Cash Flow (non-GAAP) Adjusted EBITDAX and Levered Free Cash Flow are supplemental non-GAAP financial measures used by our management to assess our operating results and liquidity. See “ — Non-GAAP financial measures ” section below for their definitions and application.
Adjusted EBITDAX (non-GAAP) and Levered Free Cash Flow (non-GAAP) Adjusted EBITDAX and Levered Free Cash Flow are supplemental non-GAAP financial measures used by our management to assess our operating results and liquidity.
In recent years, commodity prices have been subject to significant fluctuations, either as a result of the COVID-19 pandemic and recovery, Russia’s invasion of Ukraine and the associated sanctions imposed on Russia, the Israel-Hamas conflict and the broader conflict in the Middle East, actions taken by OPEC, sustained elevated inflation and increased U.S. drilling activity or otherwise.
In recent years, commodity prices have been subject to significant fluctuations, either as a result of the geopolitical events, such as the recent events in Venezuela and expected increase in Venezuelan crude being brought to market, Russia’s invasion of Ukraine and the associated sanctions imposed on Russia, the Israel-Hamas conflict and the broader conflict in the Middle East, actions taken by OPEC, sustained levels of inflation and increased U.S. drilling activity or otherwise.
We used the net proceeds to finance the majority of the consideration of the Tender Offer and Redemption (each term as defined below) of all of the aggregate principal amount of the 2026 Notes outstanding for $714.8 million after including extinguishment costs, as discussed further below.
We used the net proceeds from the March 2024 Offering to finance the majority of the consideration of the Tender Offer and Redemption of all of the aggregate principal amount of the 2026 Notes outstanding for $714.8 million after including extinguishment costs.
While we use derivative instruments to partially mitigate the impact of commodity price volatility, our revenues and operating results depend significantly upon the prevailing prices for oil and natural gas.
Such volatility may lead to a more difficult investing and planning environment for us and our customers. While we use derivative instruments to partially mitigate the impact of commodity price volatility, our revenues and operating results depend significantly upon the prevailing prices for oil and natural gas.
The accruals for deferred tax assets and liabilities, including deferred state income tax assets and liabilities, are subject to significant judgment and are reviewed and adjusted routinely based on changes in facts and circumstances.
We routinely assess potential uncertain tax positions and, if required, establish accruals for such amounts. The accruals for deferred tax assets and liabilities, including deferred state income tax assets and liabilities, are subject to significant judgment and are reviewed and adjusted routinely based on changes in facts and circumstances.
In connection with the underwritten public offering, we repurchased 2.3 million OpCo Units from Independence Energy Aggregator L.P. for $22.7 million in cash and we cancelled a corresponding number of shares of Class B Common Stock (the "March 2024 Repurchase," together with the March 2024 Redemption, the "March 2024 Equity Transactions"). 2023 Class A Redemption During 2023, an affiliate of KKR exercised its redemption right with respect to approximately 30.6 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 "2023 Class A Redemption").
In connection with the underwritten public offering, we repurchased 2.3 million OpCo Units from Independence Energy Aggregator L.P. for $22.7 million in cash and we cancelled a corresponding number of shares of Class B Common Stock (the "March 2024 Repurchase," together with the March 2024 Redemption, the "March 2024 Equity Transactions").
Cash flows The following table summarizes our cash flows for the periods indicated: Year Ended December 31, (in thousands) 2024 2023 Net cash provided by operating activities $ 1,223,086 $ 935,769 Net cash used in investing activities (1,198,299) (1,398,800) Net cash (used in) provided by financing activities 207,392 456,456 Net cash provided by operating activities .
Cash flows The following table summarizes our cash flows for the periods indicated: Year Ended December 31, (in thousands) 2025 2024 Net cash provided by operating activities $ 1,680,156 $ 1,223,086 Net cash used in investing activities (922,688) (1,198,299) Net cash (used in) provided by financing activities (245,066) 207,392 Net cash provided by operating activities .
Production volumes sold The following table presents historical sales volumes for our properties: Year Ended December 31, 2024 2023 2022 Oil (MBbls) 29,945 24,287 21,865 Natural gas (MMcf) 183,227 130,629 128,470 NGLs (MBbls) 13,154 8,475 7,110 Total (MBoe) 73,637 54,533 50,387 Daily average (MBoe/d) 201 149 138 Total sales volume increased 19,104 MBoe during the year ended December 31, 2024 compared to 2023.
Production volumes sold The following table presents historical sales volumes for our properties: Year Ended December 31, 2025 2024 2023 Oil (MBbls) 38,139 29,945 24,287 Natural gas (MMcf) 236,978 183,227 130,629 NGLs (MBbls) 17,382 13,154 8,475 Total (MBoe) 95,017 73,637 54,533 Daily average (MBoe/d) 260 201 149 Total sales volume increased 21,380 MBoe during the year ended December 31, 2025 compared to the year ended December 31, 2024.
Net cash used in investing activities for the year ended December 31, 2024 decreased by $200.5 million, or 14%, compared to 2023.
Net cash used in investing activities for the year ended December 31, 2025 decreased by $275.6 million, or 23%, compared to 2024.
In addition, prior to April 1, 2027, we may redeem some or all of the 2032 Notes at a price equal to 100% of the principal amount thereof, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding the redemption date. 2028 Notes In February 2023, we issued $400.0 million aggregate principal amount of 9.250% senior notes due 2028 (the "2028 Notes") at par.
In addition, prior to July 15, 2028, we may redeem some or all of the 2034 Notes at a price equal to 100% of the principal amount thereof, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding the redemption date. 2033 Notes In June 2024, we issued $750.0 million aggregate principal amount of 2033 Notes at par.
For the years ended December 31, 2024 and 2023 we recognized income tax benefit of $31.1 million and $23.2 million, respectively, for an effective tax rate of 18.4% and 6.7%, respectively.
For the years ended December 31, 2025 and 2024 we recognized income tax expense of $34.5 million and income tax benefit of $31.1 million, respectively, for an effective tax rate of 17.1% and 18.4%, respectively.
We are members of the Oil & Gas Methane Partnership 2.0 Initiative, or OGMP 2.0, and received Gold Standard pathway ratings in 2022, 2023 and 2024 for our credible plan to more accurately measure our methane emissions.
We are members of the Oil & Gas Methane Partnership 2.0 Initiative, or OGMP 2.0, and in 2025, following consecutive years on OGMP 2.0 Gold Standard pathway, we achieved the OGMP 2.0 Gold Standard Reporting designation for our credible plan to more accurately measure our methane emissions.
Liquidity and capital resources Our primary sources of liquidity are cash flow from operations, proceeds from equity and debt offerings and borrowings under a senior secured reserve-based revolving credit agreement (as amended, restated, amended and restated or otherwise modified to date, the “Revolving Credit Facility") with Wells Fargo Bank, N.A., as administrative agent for the lenders and letter of credit issuer, and the lenders from time to time party thereto.
Revolving Credit Facility We are party to a senior secured reserve-based revolving credit agreement (as amended, restated, amended and restated or otherwise modified to date, the "Revolving Credit Facility") with Wells Fargo Bank, N.A., as administrative agent for the lenders and letter of credit issuer, and the lenders from time to time party thereto.
The amount and timing of capital expenditures on development of oil and natural gas properties is substantially within our control due to the held-by-production nature of our assets.
We expect to fund our 2026 capital program, excluding acquisitions, through cash flow from operations. The amount and timing of capital expenditures on development of oil and natural gas properties is substantially within our control due to the held-by-production nature of our assets.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe sell oil, natural gas and NGLs to various types of customers. Credit is extended based on an evaluation of our customer’s financial conditions and historical payment record. The future availability of a ready market for oil, natural gas and NGLs depends on numerous factors outside of our control, none of which can be predicted with certainty.
Biggest changeWe often have balances in excess of the federally insured limits. We sell oil, natural gas and NGLs to various types of customers. Credit is extended based on an evaluation of our customer’s financial conditions and historical payment record.
Business and Properties—Marketing and customers.” We do not believe the loss of any single customer would materially impact its operating results because oil, natural gas and NGLs are fungible products with well-established markets and numerous purchasers.
Business and Properties—Marketing and customers.” We do not believe the loss of any single customer would materially impact our operating results because oil, natural gas and NGLs are fungible products with well-established markets and numerous purchasers.
Borrowings under the Revolving Credit Facility bear interest at either a U.S. dollar alternative base rate (based on the prime rate, the federal funds effective rate or an adjusted SOFR (as defined below)), plus an applicable margin or SOFR, plus an applicable margin, at the election of the borrowers.
Borrowings under the Revolving Credit Facility bear interest at either a U.S. dollar alternative base rate (based on the prime rate, the federal funds effective rate or an adjusted SOFR), plus an applicable margin or SOFR, plus an applicable margin, at the election of the borrowers.
We manage our interest rate exposure by maintaining a combination of fixed and variable rate debt and monitoring the effect of market changes in interest rates. 89 Table of Contents
We manage our interest rate exposure by maintaining a combination of fixed and variable rate debt and monitoring the effect of market changes in interest rates.
A key tenet of our focused risk management effort is an active economic hedge strategy to mitigate near-term price volatility while maintaining long-term exposure to underlying commodity prices. Our hedging program allows us to reserve capital and protect margins and corporate returns through commodity cycles and return capital to investors.
A key tenet of our focused risk management effort is an active economic hedge strategy to mitigate near-term price volatility while maintaining long-term exposure to underlying commodity prices. Our hedging program allows us to protect the balance sheet and corporate returns through commodity cycles and consistently return capital to investors.
Based upon our open commodity derivative positions at December 31, 2024, a hypothetical 10% increase or decrease in the NYMEX WTI, Brent price, Henry Hub Index price, NGL prices and basis prices would change our net commodity derivative position. If prices increased by 10%, our derivative position would change by approximately $224.1 million.
Based upon our open commodity derivative positions at December 31, 2025, a hypothetical 10% increase or decrease in the NYMEX WTI, Brent price, Henry Hub Index price, NGL prices and basis prices would change our net commodity derivative position by approximately $221.6 million and $221.9 million, respectively.
The creditworthiness of our counterparties is subject to periodic review. Interest rate risk Although we had no variable rate debt outstanding at December 31, 2024, we are subject to the risk of changes in interest rates under our Revolving Credit Facility.
The creditworthiness of our counterparties is subject to periodic review. Interest rate risk We are subject to the risk of changes in interest rates under our Revolving Credit Facility.
Amounts not offset on the consolidated balance sheets represent positions that do not meet all of the conditions to be netted on such balance sheet, such as the legally enforceable right of offset or the execution of a master netting arrangement. See "Notes to Consolidated Financial Statements, NOTE 5 – Derivatives " in "Part II., Item 8.
Amounts not offset on the consolidated balance sheets represent positions that do not meet all of the conditions to be netted on such balance sheet, such as the legally enforceable right of offset or the execution of a 86 Table of Contents master netting arrangement.
Financial Statements and Supplementary Data" of this Annual Report for additional discussion. Counterparty and customer credit risk Our cash and cash equivalents are exposed to concentrations of credit risk. We manage and control this risk by investing these funds with major financial institutions. We often have balances in excess of the federally insured limits.
See "Notes to Consolidated Financial Statements— NOTE 5 – Derivatives " in "Part II., Item 8. Financial Statements and Supplementary Data" of this Annual Report for additional discussion. Counterparty and customer credit risk Our cash and cash equivalents are exposed to concentrations of credit risk. We manage and control this risk by investing these funds with major financial institutions.
If prices decreased by 10%, our derivative position would change by approximately $192.5 million. The hypothetical change in fair value could be a gain or a loss depending on whether commodity prices decrease or increase. Derivative assets and liabilities are classified on the consolidated balance sheets as risk management assets and liabilities.
The hypothetical change in fair value could be a gain or a loss depending on whether commodity prices decrease or increase. Derivative assets and liabilities are classified on the consolidated balance sheets as risk management assets and liabilities. We use derivative instruments and enter into swap contracts which are governed by International Swaps and Derivatives Association (“ISDA”) master agreements.
For the years ended December 31, 2024, 2023 and 2022, we had certain major customers that exceeded 10% of total revenues. See "Part I., Items 1 and 2.
The future availability of a ready market for oil, natural gas and NGLs depends on numerous factors outside of our control, none of which can be predicted with certainty. For the years ended December 31, 2025, 2024 and 2023, we had certain major customers that exceeded 10% of total revenues. See "Part I., Items 1 and 2.
These economic hedging activities are intended to limit our near-term exposure to product price volatility and to maintain stable cash flows, a strong balance sheet and attractive corporate returns. 88 Table of Contents As of December 31, 2024, our derivative portfolio had an aggregate notional value of approximately $3.1 billion, and the fair market value of our commodity derivative contracts was a net asset of $19.5 million.
These economic hedging activities are intended to limit our near-term exposure to product price volatility and to maintain stable cash flows, a strong balance sheet and attractive corporate returns.
We determine the fair value of our oil and natural gas commodity derivatives using valuation techniques that utilize market quotes and pricing analysis. Inputs include publicly available prices and forward price curves generated from a compilation of data gathered from third parties.
Inputs include publicly available prices and forward price curves generated from a compilation of data gathered from third parties.
Removed
We use derivative instruments and enter into swap contracts which are governed by International Swaps and Derivatives Association (“ISDA”) master agreements.
Added
As of December 31, 2025, our derivative portfolio had an aggregate notional value of approximately $3.3 billion, and the fair market value of our commodity derivative contracts was a net asset of $312.2 million. We determine the fair value of our oil and natural gas commodity derivatives using valuation techniques that utilize market quotes and pricing analysis.
Added
Assuming no change in the amount outstanding, the impact on interest expense of each 1% (or 100 basis point) increase or decrease in the average interest rate would result in an approximately $7.7 million increase or decrease in interest expense per year on our variable rate debt outstanding at December 31, 2025. 87 Table of Contents

Other CRGY 10-K year-over-year comparisons