CRGY

crgy-202602250001866175FALSE00018661752026-02-252026-02-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 25, 2026

Crescent Energy Company

(Exact Name of Registrant as Specified in its Charter)

Delaware 001-41132 87-1133610

(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200 Houston, Texas 77002

(Address of Principal Executive Offices) (Zip Code)

(713) 332-7001

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

CRGY

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

Earnings Release

On February 25, 2026, Crescent Energy Company (the “Company”) announced its financial and operating results for the quarter and year ended December 31, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Item 2.02, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. Item 7.01    Regulation FD Disclosure. The information contained in Item 2.02 of this Current Report is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act. Item 9.01    Financial Statements and Exhibits. (d)    Exhibits.

Exhibit Description

99.1 Press release of Crescent Energy Company dated as of February 25, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 25, 2026

CRESCENT ENERGY COMPANY

By:    /s/ Bo Shi Name:    Bo Shi Title:    General Counsel

3

crgy-202601120001866175FALSE00018661752026-01-122026-01-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 12, 2026

Crescent Energy Company (Exact Name of Registrant as Specified in its Charter)

Delaware001-4113287-1133610 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200 Houston, Texas 77002 (Address of Principal Executive Offices)(Zip Code)

(713) 332-7001

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

Hedge Settlements For the three and twelve months ended December 31, 2025, Crescent Energy Company (the “Company” or “Crescent”) expects to report approximately $84 million and $165 million, respectively, of total cash received from its hedge positions, composed of the following:

Three Months Ended December 31, 2025 Year Ended December 31, 2025

(in millions) Net cash (paid) received on settlement of derivatives$50 $82 Settlement of acquired derivative contracts(1) 34 83 Total cash (paid) received(2) $84 $165

The dollar amounts included in this Current Report on Form 8-K are preliminary and subject to change. Such amounts as disclosed herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on current expectations but remain subject to a number of assumptions, risks and uncertainties. Consequently, actual final results could differ materially from current expectations. Final dollar amounts for the three and twelve months ended December 31, 2025 will be reported in Crescent’s Annual Report on Form 10-K for the year ended December 31, 2025.

The information in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

(1)     Represents the settlement of certain oil, gas, and natural gas liquids derivative contracts acquired in connection with the SilverBow Merger and the Vital Merger. The Company expects to report these settlements as positive adjustments on the Statements of Cash Flows and as additions to Adjusted EBITDAX. (2)     Represents total cash (paid) received from hedge settlements and is reflected in Adjusted EBITDAX. 2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 12, 2026

CRESCENT ENERGY COMPANY

By:    /s/ Brandi Kendall Name:    Brandi Kendall Title:    Chief Financial Officer

3

crgy-202511050001866175False00018661752025-11-052025-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter)

Delaware001-4113287-1133610 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

600 Travis Street, Suite 7200, Houston, Texas 77002 (Address of principal executive offices, including zip code) (713) 332-7001 Registrant’s telephone number, including area code Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02.    Results of Operations and Financial Condition. As previously reported in Current Reports on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) by Crescent Energy Company (the “Company”) on (i) September 16, 2025 and (ii) January 31, 2025, as amended on a Form 8-K/A filed with the SEC on April 11, 2025, the Company consummated the acquisition contemplated by the Membership Interest Purchase Agreement, dated as of December 3, 2024, by and among the Company, Crescent Energy Finance LLC, Ridgemar Energy Operating, LLC and Ridgemar (Eagle Ford) LLC (such acquisition, the “Ridgemar Acquisition”). As previously reported in a Current Report on Form 8-K filed with the SEC by the Company on August 25, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Vital Energy, Inc., a Delaware corporation (“Vital”), Venus Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub Inc.”), and Venus Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Merger Sub LLC”). Pursuant to the terms of the Merger Agreement, the Company will acquire Vital in an all-equity transaction through: (i) the merger (the “First Company Merger”) of Merger Sub Inc. with and into Vital, with Vital continuing as the surviving entity (the “Surviving Corporation”) and (ii) immediately following the First Company Merger, the merger of the Surviving Corporation (together with the First Company Merger, the “Vital Transaction”) with and into Merger Sub LLC, with Merger Sub LLC continuing as the surviving entity, in each case, on the terms and subject to the conditions set forth in the Merger Agreement. This Current Report on Form 8-K provides the pro forma financial statements of the Company, as described in Item 9.01 below and which are incorporated into this Item 2.02 by reference, giving effect to the Ridgemar Acquisition, the Vital Transaction, and the previously reported acquisition of SilverBow Resources, Inc., a Delaware corporation (the “SilverBow Acquisition”), in a Current Report on Form 8-K filed on August 2, 2024 and Form 8-K/A filed on August 13, 2024, as if they had been consummated on January 1, 2024. This Current Report on Form 8-K should be read in connection with (i) the Company’s September 16, 2025, January 31, 2025 and April 11, 2025 filings referenced above with respect to the Ridgemar Acquisition, (ii) the Company’s August 25, 2025 filing referenced above with respect to the Vital Transaction, and (iii) the Company’s August 2, 2024 and August 13, 2024 filings referenced above with respect to the SilverBow Acquisition. In addition, to the extent required, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference. The information contained in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as ame

crgy-202511030001866175FALSE00018661752025-11-032025-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 3, 2025

Crescent Energy Company (Exact Name of Registrant as Specified in its Charter)

Delaware001-4113287-1133610 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200 Houston, Texas 77002 (Address of Principal Executive Offices)(Zip Code)

(713) 332-7001

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

Earnings Release

On November 3, 2025, Crescent Energy Company (the “Company”) announced its financial and operating results for the quarter ended September 30, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Item 2.02, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. Item 7.01    Regulation FD Disclosure. The information contained in Item 2.02 of this Current Report is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act. Item 9.01    Financial Statements and Exhibits. (d)    Exhibits.

ExhibitDescription 99.1Press release of Crescent Energy Company dated as of November 3, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

No Offer or Solicitation

This communication relates to the proposed business combination (the “Transaction”) between Crescent and Vital Energy, Inc. (“Vital”). This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).

Important Additional Information About the Transaction

In connection with the Transaction, Crescent filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”) (File No. 333-290422) that includes a preliminary joint proxy statement of Crescent and Vital and a prospectus of Crescent. The registration statement has not been declared effective by the SEC nor has it become effective pursuant to the Securities Act, and the information contained in the preliminary joint proxy statement/prospectus is not complete and may be changed. The Transaction will be submitted to Crescent’s stockholders and Vital’s stockholders for their consideration. Crescent and Vital may also file other documents with the SEC regarding the Transaction. The definitive joint pro

crgy-202510070001866175FALSE00018661752025-10-072025-10-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 7, 2025

Crescent Energy Company (Exact Name of Registrant as Specified in its Charter)

Delaware001-4113287-1133610 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200 Houston, Texas 77002 (Address of Principal Executive Offices)(Zip Code)

(713) 332-7001

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

Hedge Settlements For the three and nine months ended September 30, 2025, Crescent Energy Company (the “Company” or “Crescent”) expects to report approximately $37 million and $81 million, respectively, of total cash received from its hedge positions, composed of the following:

Three Months Ended September 30, 2025Nine Months Ended September 30, 2025 (in millions) Net cash (paid) received on settlement of derivatives$22 $31 Settlement of acquired derivative contracts(1) 15 50 Total cash (paid) received(2) $37 $81

The dollar amounts included in this Current Report on Form 8-K are preliminary and subject to change. Such amounts as disclosed herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on current expectations but remain subject to a number of assumptions, risks and uncertainties. Consequently, actual final results could differ materially from current expectations. Final dollar amounts for the three and nine months ended September 30, 2025 will be reported in Crescent’s Quarterly Report on Form 10-Q for the period ended September 30, 2025.

The information in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

(1)     Represents the settlement of certain oil, gas, and natural gas liquids derivative contracts acquired in connection with the SilverBow Merger. The Company expects to report these settlements as positive adjustments on the Statements of Cash Flows and as additions to Adjusted EBITDAX. (2)     Represents total cash (paid) received from hedge settlements and is reflected in Adjusted EBITDAX. 2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 7, 2025

CRESCENT ENERGY COMPANY

By:    /s/ Brandi Kendall Name:    Brandi Kendall Title:    Chief Financial Officer

3

crgy-202509160001866175False00018661752025-09-162025-09-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 16, 2025

Crescent Energy Company (Exact name of registrant as specified in its charter)

Delaware001-4113287-1133610 (State or other jurisdiction of incorporation)(Commission File Number) (I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200,

Houston, Texas    77002

(address of principal executive offices) (zip code)

(713) 332-7001 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. As previously reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) by Crescent Energy Company (the “Company”) on January 31, 2025, as amended on a Form 8-K/A filed with the SEC on April 11, 2025, the Company consummated the acquisition contemplated by the Membership Interest Purchase Agreement, dated as of December 3, 2024, by and among the Company, Crescent Energy Finance LLC, Ridgemar Energy Operating, LLC and Ridgemar (Eagle Ford) LLC (such acquisition, the “Ridgemar Acquisition”). This Current Report on Form 8-K provides the pro forma statements of operations of the Company, as described in Item 9.01 below and which are incorporated into this Item 2.02 by reference, giving effect to the Ridgemar Acquisition and the previously reported acquisition of SilverBow Resources, Inc., a Delaware corporation (the “SilverBow Acquisition”), in a Current Report on Form 8-K filed on August 2, 2024 and Form 8-K/A filed on August 13, 2024, as if they had been consummated on January 1, 2024. This Current Report on Form 8-K should be read in connection with the Company’s January 31, 2025 and April 11, 2025 filings referenced above with respect to the Ridgemar Acquisition and in connection with the Company’s August 2, 2024 and August 13, 2024 filings referenced above with respect to the SilverBow Acquisition. In addition, to the extent required, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference. The information contained in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01.    Regulation FD Disclosure. The information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 8.01.    Other Events. This Current Report on Form 8-K provides certain unaudited pro forma condensed combined financial information of the Company, as described in Item 9.01 below, which are incorporated into this Item 8.01 by reference.

Item 9.01    Financial Statements and Exhibits. (b)Pro Forma Financial Information The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Ridgemar Acquisition and the SilverBow Acquisition, attached as Exhibit 99.1 hereto: •Unaudited Pro Forma Condensed Combined Statements of Operations for the

crgy-202508040001866175FALSE00018661752025-08-042025-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 4, 2025

Crescent Energy Company (Exact Name of Registrant as Specified in its Charter)

Delaware001-4113287-1133610 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200 Houston, Texas 77002 (Address of Principal Executive Offices)(Zip Code)

(713) 332-7001

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

Earnings Release

On August 4, 2025, Crescent Energy Company (the “Company”) announced its financial and operating results for the quarter ended June 30, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Item 2.02, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. Item 7.01    Regulation FD Disclosure. The information contained in Item 2.02 of this Current Report is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act. Item 9.01    Financial Statements and Exhibits. (d)    Exhibits.

ExhibitDescription 99.1Press release of Crescent Energy Company dated as of August 4, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 4, 2025

CRESCENT ENERGY COMPANY

By:    /s/ Bo Shi Name:    Bo Shi Title:    General Counsel

3

crgy-202507100001866175FALSE00018661752025-07-102025-07-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 10, 2025

Crescent Energy Company (Exact Name of Registrant as Specified in its Charter)

Delaware001-4113287-1133610 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200 Houston, Texas 77002 (Address of Principal Executive Offices)(Zip Code)

(713) 332-7001

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

Hedge Settlements For the three and six months ended June 30, 2025, Crescent Energy Company (the “Company” or “Crescent”) expects to report approximately $37 million and $44 million, respectively, of total cash received from its hedge positions, composed of the following:

Three Months Ended June 30, 2025Six Months Ended June 30, 2025 (in millions) Net cash (paid) received on settlement of derivatives$20 $9 Settlement of acquired derivative contracts(1) 17 35 Total cash (paid) received(2) $37 $44

The dollar amounts included in this Current Report on Form 8-K are preliminary and subject to change. Such amounts as disclosed herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on current expectations but remain subject to a number of assumptions, risks and uncertainties. Consequently, actual final results could differ materially from current expectations. Final dollar amounts for the three and six months ended June 30, 2025 will be reported in Crescent’s Quarterly Report on Form 10-Q for the period ended June 30, 2025.

The information in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

(1)     Represents the settlement of certain oil, gas, and natural gas liquids derivative contracts acquired in connection with the SilverBow Merger. The Company expects to report these settlements as positive adjustments on the Statements of Cash Flows and as additions to Adjusted EBITDAX. (2)     Represents total cash (paid) received from hedge settlements and is reflected in Adjusted EBITDAX. 2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 10, 2025

CRESCENT ENERGY COMPANY

By:    /s/ Brandi Kendall Name:    Brandi Kendall Title:    Chief Financial Officer

3

crgy-202506230001866175False00018661752025-06-232025-06-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 23, 2025

Crescent Energy Company (Exact name of registrant as specified in its charter)

Delaware001-4113287-1133610 (State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200

Houston, Texas    77002

(address of principal executive offices) (zip code)

(713) 332-7001 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On June 23, 2025, in connection with the Notes Offering (as defined below), Crescent Energy Company (NYSE: CRGY) (the “Company,” “we,” “our” or “us”) provided certain updated disclosures to potential investors, the relevant excerpts of which are set forth below in Item 8.01 and are incorporated into this Item 2.02 by reference. This Current Report provides a pro forma statement of operations of the Company for the three months ended March 31, 2025, as described in Item 8.01 below and which is incorporated into this Item 2.02 by reference, giving effect to the acquisition contemplated by the membership interest purchase agreement, dated December 3, 2024, by and among Crescent Energy Finance LLC, an indirect subsidiary of the Company (“CE Finance”), the Company, Ridgemar Energy Operating, LLC and Ridgemar (Eagle Ford) LLC (“Ridgemar”), pursuant to which the Company acquired Ridgemar (the “Ridgemar Acquisition”). The Ridgemar Acquisition was consummated on January 31, 2025. The pro forma statement of operations gives effect to the Ridgemar Acquisition as if it had been consummated on January 1, 2024 and is being updated for purposes of the Notes Offering. The information contained in this Item 2.02 shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01.    Regulation FD Disclosure. On June 23, 2025, CE Finance issued a news release announcing that, subject to market conditions, CE Finance intends to offer (the “Notes Offering”) for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act to eligible purchasers $500 million aggregate principal amount of Senior Notes due 2034. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On June 23, 2025, CE Finance issued a news release announcing that it has commenced a cash tender offer to purchase up to $500,000,000 aggregate principal amount of its outstanding 9.250% Senior Notes due 2028 (the “Tender Offer”). A copy of the news release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. In addition, the information contained in Item 2.02 and Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 8.01.    Other Events. Pro Forma Financials This Current Report on Form 8-K provides a pro forma statement of operations, giving effec

crgy-202505050001866175FALSE600 Travis StreetSuite 7200HoustonTexas713332-700100018661752025-05-052025-05-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 5, 2025

Crescent Energy Company (Exact Name of Registrant as Specified in its Charter)

Delaware001-4113287-1133610 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200 Houston, Texas 77002 (Address of Principal Executive Offices)(Zip Code)

(713) 332-7001

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

Earnings Release

On May 5, 2025, Crescent Energy Company (the “Company”) announced its financial and operating results for the quarter ended March 31, 2025. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Item 2.02, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. Item 7.01    Regulation FD Disclosure. The information contained in Item 2.02 of this Current Report is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act. Item 9.01    Financial Statements and Exhibits. (d)    Exhibits.

ExhibitDescription 99.1Press release of Crescent Energy Company dated as of May 5, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 5, 2025

CRESCENT ENERGY COMPANY

By:    /s/ Bo Shi Name:    Bo Shi Title:    General Counsel

3

crgy-202504100001866175FALSE00018661752025-04-102025-04-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 10, 2025

Crescent Energy Company (Exact Name of Registrant as Specified in its Charter)

Delaware001-4113287-1133610 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200 Houston, Texas 77002 (Address of Principal Executive Offices)(Zip Code)

(713) 332-7001

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

Hedge Settlements For the three months ended March 31, 2025, Crescent Energy Company (the “Company” or “Crescent”) expects to report approximately $7 million of total cash received from its hedge positions, composed of the following:

Three Months Ended March 31, 2025

(in millions) Net cash (paid) received on settlement of derivatives$(11) Settlement of acquired derivative contracts(1) 18 Total cash (paid) received(2) $7

The dollar amounts included in this Current Report on Form 8-K are preliminary and subject to change. Such amounts as disclosed herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on current expectations but remain subject to a number of assumptions, risks and uncertainties. Consequently, actual final results could differ materially from current expectations. Final dollar amounts for the three months ended March 31, 2025 will be reported in Crescent’s Quarterly Report on Form 10-Q for the period ended March 31, 2025.

The information in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

(1)     Represents the settlement of certain oil, gas, and natural gas liquids derivative contracts acquired in connection with the SilverBow Merger. The Company expects to report these settlements as positive adjustments on the Statements of Cash Flows and as additions to Adjusted EBITDAX. (2)     Represents total cash (paid) received from hedge settlements and is reflected in Adjusted EBITDAX. 2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 10, 2025

CRESCENT ENERGY COMPANY

By:    /s/ Brandi Kendall Name:    Brandi Kendall Title:    Chief Financial Officer

3

crgy-202504020001866175False00018661752025-04-022025-04-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 2, 2025

Crescent Energy Company (Exact name of registrant as specified in its charter)

Delaware001-4113287-1133610 (State or other jurisdiction of incorporation)(Commission File Number) (I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200,

Houston, Texas    77002

(address of principal executive offices) (zip code)

(713) 332-7001 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. As reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) by Crescent Energy Company (the “Company”) on August 2, 2024, as amended on a Form 8-K/A filed with the SEC on August 13, 2024, the Company consummated the acquisition contemplated by the Agreement and Plan of Merger, dated as of May 15, 2024 (the “Merger Agreement”), by and among the Company, SilverBow Resources, Inc., a Delaware corporation (“SilverBow”), Artemis Acquisition Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Artemis Holdings”), Artemis Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub Inc.”), and Artemis Merger Sub II LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Artemis Holdings (“Merger Sub LLC”) (such acquisition, the “SilverBow Acquisition”). This Current Report on Form 8-K provides a pro forma statement of operations of the Company, as described in Item 9.01 below and which is incorporated into this Item 2.02 by reference, giving effect to the SilverBow Acquisition as if it has been consummated on January 1, 2024. This Current Report on Form 8-K should be read in connection with the Company’s August 2 and August 13 filings referenced above, which together provide a more complete description of the SilverBow Acquisition. In addition, to the extent required, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference. The information contained in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01.    Regulation FD Disclosure. The information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 8.01.    Other Events. This Current Report on Form 8-K provides a pro forma statement of operations, as described in Item 9.01 below, which is incorporated into this Item 8.01 by reference.

Item 9.01.    Financial Statements and Exhibits. (b)Pro Forma Financial Information The following unaudited pro forma condensed combined financial information of the Company, giving effect to the SilverBow Acquisition, attached as Exhibit 99.1 hereto: •Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2024; and •Notes to the U

crgy-202502260001866175FALSE00018661752025-02-262025-02-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 26, 2025

Crescent Energy Company (Exact Name of Registrant as Specified in its Charter)

Delaware001-4113287-1133610 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200 Houston, Texas 77002 (Address of Principal Executive Offices)(Zip Code)

(713) 332-7001

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

Earnings Release

On February 26, 2025, Crescent Energy Company (the “Company”) announced its financial and operating results for the quarter and year ended December 31, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Item 2.02, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. Item 7.01    Regulation FD Disclosure. The information contained in Item 2.02 of this Current Report is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act. Item 9.01    Financial Statements and Exhibits. (d)    Exhibits.

ExhibitDescription 99.1Press release of Crescent Energy Company dated as of February 26, 2025.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 26, 2025

CRESCENT ENERGY COMPANY

By:    /s/ Bo Shi Name:    Bo Shi Title:    General Counsel

3

crgy-202502130001866175FALSE600 Travis StreetSuite 7200HoustonTexas713332-700100018661752025-02-132025-02-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 13, 2025

Crescent Energy Company (Exact Name of Registrant as Specified in its Charter)

Delaware001-4113287-1133610 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200 Houston, Texas 77002 (Address of Principal Executive Offices)(Zip Code)

(713) 332-7001

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

Hedge Settlements For the three and twelve months ended December 31, 2024, Crescent Energy Company (the “Company” or “Crescent”) expects to report $42 million and $25 million of total cash received on Crescent's hedge positions, respectively, composed of the following:

Three Months Ended December 31, 2024Year Ended December 31, 2024 (in millions) Net cash (paid) received on settlement of derivatives$8 $(36) Settlement of acquired derivative contracts(1) 3461 Total cash (paid) received(2) $42 $25

The dollar amounts included in this Current Report on Form 8-K are preliminary and subject to change. Such amounts as disclosed herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on current expectations but remain subject to a number of assumptions, risks and uncertainties. Consequently, actual final results could differ materially from current expectations. Final dollar amounts for the three and twelve months ended December 31, 2024 will be reported in Crescent’s Annual Report on Form 10-K for the year ended December 31, 2024.

The information in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

(1)     Represents the settlement of certain oil, gas, and natural gas liquids derivative contracts acquired in connection with the SilverBow Merger. The Company expects to report these settlements as positive adjustments on the Statements of Cash Flows and as additions to Adjusted EBITDAX. (2)     Represents total cash (paid) received from hedge settlements and is reflected in Adjusted EBITDAX. 2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 13, 2025

CRESCENT ENERGY COMPANY

By:    /s/ Brandi Kendall Name:    Brandi Kendall Title:    Chief Financial Officer

3

crgy-202412030001866175False00018661752024-12-032024-12-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 3, 2024

Crescent Energy Company (Exact name of registrant as specified in its charter)

Delaware001-4113287-1133610 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

600 Travis Street, Suite 7200 Houston, Texas 77002 (address of principal executive offices) (zip code) (713) 332-7001 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.    Entry into a Material Definitive Agreement. Purchase Agreement On December 3, 2024, Crescent Energy Finance LLC (the “Purchaser”) and Crescent Energy Company (NYSE: CRGY) (the “Company” or “our,” “us” or “we”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Ridgemar Energy Operating, LLC (the “Seller”) and Ridgemar (Eagle Ford) LLC (the “Subject Company” or “Ridgemar”), pursuant to which the Purchaser has agreed to acquire from the Seller all of the issued and outstanding securities of the Subject Company. Under the terms and conditions of the Purchase Agreement, which has an economic effective date of October 1, 2024, upon closing, the Seller will receive aggregate consideration consisting of (i) $805 million in cash (subject to upward adjustment in the event of any decrease to the Stock Consideration (as defined herein), the “Cash Consideration”), and up to 7,272,728 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of the Company (the “Stock Consideration” and together with the Cash Consideration, the “Consideration”) and (ii) up to $170.0 million in earn-out consideration paid quarterly in fiscal years 2026 and 2027 based on quarterly NYMEX WTI price of crude oil in fiscal years 2026 and 2027, subject to customary purchase price adjustments set forth in the Purchase Agreement. Upon execution of the Purchase Agreement, the Company deposited $90.5 million (the “Deposit”) into escrow, which will be credited toward the Consideration payable at the closing of the Transaction. The board of directors of the Company and a committee of independent directors have each unanimously approved the Purchase Agreement and the transactions contemplated thereby (the “Transaction”). The Seller, the Company and the Purchaser have made customary representations and warranties in the Purchase Agreement. The Purchase Agreement also contains customary covenants and agreements, including, among others, covenants and agreements relating to (a) the conduct of the Seller’s and the Subject Company’s business during the period between the execution of the Purchase Agreement and closing of the Transaction and (b) the efforts of the parties to cause the Transaction to be completed, including obtaining any required governmental approval and causing any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), to expire or terminate. The Purchase Agreement has been included with this Current Report on Form 8-K (this “Current Report”) to provide investors and security holders with information regarding the terms of the transactions contemplated therein. It is not intended to provide any other factual information about the Company, the Purchaser, the Seller or the Subject Company. The representations, warranties, covenants and agreements contained in the Purchase Agreement, which are made only for purposes of the Purchase Agreement and as of specific dates,

crgy-2024110400018661750001866175FALSE00018661752024-11-042024-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 4, 2024

Crescent Energy Company (Exact Name of Registrant as Specified in its Charter)

Delaware001-4113287-1133610 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200 Houston, Texas 77002 (Address of Principal Executive Offices)(Zip Code)

(713) 332-7001

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

Earnings Release

On November 4, 2024, Crescent Energy Company (the “Company”) announced its financial and operating results for the quarter ended September 30, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Item 2.02, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. Item 7.01    Regulation FD Disclosure. The information contained in Item 2.02 of this Current Report is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act. Item 9.01    Financial Statements and Exhibits. (d)    Exhibits.

ExhibitDescription 99.1Press release of Crescent Energy Company dated as of November 4, 2024.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 4, 2024

CRESCENT ENERGY COMPANY

By:    /s/ Bo Shi Name:    Bo Shi Title:    General Counsel

3

crgy-202410220001866175FALSE600 Travis StreetSuite 7200HoustonTexas713332-700100018661752024-10-222024-10-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 22, 2024

Crescent Energy Company (Exact Name of Registrant as Specified in its Charter)

Delaware001-4113287-1133610 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200 Houston, Texas 77002 (Address of Principal Executive Offices)(Zip Code)

(713) 332-7001

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

Hedge Settlements For the three and nine months ended September 30, 2024, Crescent Energy Company (the “Company” or “Crescent”) expects to report $31 million of total cash received and $17 million of total cash paid on Crescent's hedge positions, respectively, composed of the following:

Three Months Ended September 30, 2024Nine Months Ended September 30, 2024 (in millions) Net cash (paid) received on settlement of derivatives$5 $(43) Settlement of acquired derivative contracts(1) 26 26 Total cash (paid) received(2) $31 $(17)

The dollar amounts included in this Current Report on Form 8-K are preliminary and subject to change. Such amounts as disclosed herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on current expectations but remain subject to a number of assumptions, risks and uncertainties. Consequently, actual final results could differ materially from current expectations. Final dollar amounts for the three and nine months ended September 30, 2024 will be reported in Crescent’s Quarterly Report on Form 10-Q for the period ended September 30, 2024.

The information in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

(1) Represents the settlement of certain oil, gas, and natural gas liquids derivative contracts acquired in connection with the SilverBow Merger. The Company expects to report these settlements as positive adjustments on the Statements of Cash Flows and as additions to Adjusted EBITDAX. (2)Represents total cash (paid) received from hedge settlements and is reflected in Adjusted EBITDAX.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 22, 2024

CRESCENT ENERGY COMPANY

By:    /s/ Brandi Kendall Name:    Brandi Kendall Title:    Chief Financial Officer

3

crgy-202409040001866175False00018661752024-09-042024-09-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the securities exchange act of 1934 Date of report (Date of earliest event reported): September 4, 2024

Crescent Energy Company (Exact name of registrant as specified in its charter)

Delaware001-4113287-1133610 (State or Other Jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

600 Travis Street, Suite 7200

Houston, Texas 77002

(Address of principal executive offices) (Zip Code) Registrant’s Telephone Number, including Area Code:

(713) 332-7001

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s) Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per shareCRGYNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. Notes Offering On September 4, 2024, in connection with the Notes Offering (as defined below), Crescent Energy Company (NYSE: CRGY) (the “Company” or “our,” “us,” or “we”) provided certain updated disclosures to potential investors, the relevant excerpts of which are set forth below in Item 8.01. In addition, to the extent required, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference. The information in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 7.01.    Regulation FD Disclosure. On September 4, 2024, Crescent Energy Finance LLC (“CE Finance”), a subsidiary of the Company, issued a news release announcing that, subject to market conditions, CE Finance intends to offer (the “Notes Offering”) for sale in a private placement pursuant to Rule 144A and Regulation S under the Securities Act, to eligible purchasers $250 million aggregate principal amount of its 7.375% Senior Notes due 2033 (the “Notes”). The Notes are being offered as additional notes under the indenture dated as of June 14, 2024 (the “Base Indenture”), as supplemented by the first supplemental indenture dated as of September 3, 2024 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), pursuant to which the Issuer has previously issued $750 million aggregate principal amount of 7.375% Senior Notes due 2033 (the “Existing Notes”). The Notes will have substantially identical terms, other than the issue date, and the issue price, as the Existing Notes, and the Notes and the Existing Notes will be treated as a single series of securities under the Indenture and will vote together as a single class. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Also on September 4, 2024, the Company issued a news release announcing entry into a series of agreements with unaffiliated third parties to acquire 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 $168 million, subject to customary purchase price adjustments (the “August 2024 Acquisition”). A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference. In addition, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subj

crgy-202408050001866175FALSE00018661752024-08-052024-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 5, 2024

Crescent Energy Company (Exact Name of Registrant as Specified in its Charter)

Delaware001-4113287-1133610 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200 Houston, Texas 77002 (Address of Principal Executive Offices)(Zip Code)

(713) 332-7001

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

Earnings Release

On August 5, 2024, Crescent Energy Company (the “Company”) announced its financial and operating results for the quarter ended June 30, 2024. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The information in this Item 2.02, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. Item 7.01    Regulation FD Disclosure. The information contained in Item 2.02 of this Current Report is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01, including the exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act. Item 9.01    Financial Statements and Exhibits. (d)    Exhibits.

ExhibitDescription 99.1Press release of Crescent Energy Company dated as of August 5, 2024.

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 5, 2024

CRESCENT ENERGY COMPANY

By:    /s/ Bo Shi Name:    Bo Shi Title:    General Counsel

3

crgy-202407230001866175FALSE600 Travis StreetSuite 7200HoustonTexas713332-700100018661752024-07-232024-07-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 23, 2024

Crescent Energy Company (Exact Name of Registrant as Specified in its Charter)

Delaware001-4113287-1133610 (State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

600 Travis Street, Suite 7200 Houston, Texas 77002 (Address of Principal Executive Offices)(Zip Code)

(713) 332-7001

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☑ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☑ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Class A Common Stock, par value $0.0001 per shareCRGYThe New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

Hedge Settlements For the three and six months ended June 30, 2024, Crescent Energy Company (the “Company” or “Crescent”) expects to report $25 million and $48 million, respectively, of net cash settlements paid on Crescent's hedge positions.

The dollar amounts included in this Current Report on Form 8-K are preliminary and subject to change. Such amounts as disclosed herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on current expectations but remain subject to a number of assumptions, risks and uncertainties. Consequently, actual final results could differ materially from current expectations. Final dollar amounts for the three and six months ended June 30, 2024 will be reported in Crescent’s Quarterly Report on Form 10-Q for the period ended June 30, 2024.

The information in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

Legend Information

No Offer or Solicitation This communication relates to the proposed business combination transaction (the “Transaction”) between Crescent and SilverBow Resources, Inc. (“SilverBow”). This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Important Additional Information About the Transaction In connection with the Transaction, Crescent filed with the SEC a registration statement on Form S-4 (the “Registration Statement”) to register the shares of Crescent Class A common stock to be issued in connection with the Transaction. The Registration Statement includes a joint proxy statement of Crescent and SilverBow and a prospectus of Crescent. The information in the Registration Statement is not complete and may be changed. Crescent and SilverBow may also file other documents with the SEC regarding the Transaction. A definitive joint proxy statement/prospectus was mailed to the stockholders of Crescent and SilverBow on June 28, 2024. This document is not a substitute for the Registration Statement that has been and the joint proxy statement/prospectus that have been filed with the SEC or any other documents that Crescent or S