CRGY

crgy-20261014

0001866175FALSE00018661752026-10-142026-10-14

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 14, 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 of 1933 (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 (17 CFR 240.14a-12)

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Securities Exchange Act of 1934 (17 CFR 240.14d-2(b))

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Securities Exchange Act of 1934 (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

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 Securities Exchange Act of 1934. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On October 14, 2026, Crescent Energy Finance LLC, a Delaware limited liability company (“Crescent Finance”) and a wholly owned subsidiary of Crescent Energy Company (NYSE: CRGY) (the “Company” or “Crescent”), entered into that certain Sixteenth Amendment to Credit Agreement (the “Credit Agreement Amendment”), which amended Crescent’s existing Credit Agreement, dated as of May 6, 2021 (as amended by the First Amendment to Credit Agreement, dated as of September 24, 2021, the Second Amendment to Credit Agreement, dated as of March 30, 2022, the Third Amendment to Credit Agreement, dated as of March 30, 2022, the Fourth Amendment to Credit Agreement, dated as of September 23, 2022, the Fifth Amendment to Credit Agreement, dated as of July 3, 2023, the Sixth Amendment to Credit Agreement, dated as of December 13, 2023, the Seventh Amendment to Credit Agreement, dated as of April 10, 2024, the Eighth Amendment to Credit Agreement, dated as of May 24, 2024, the Ninth Amendment to Credit Agreement, dated as of June 14, 2024, the Tenth Amendment to Credit Agreement, dated as of July 30, 2024, the Eleventh Amendment to Credit Agreement, dated as of December 17, 2024, the Twelfth Amendment to Credit Agreement, dated as of May 2, 2025, the Thirteenth Amendment to Credit Agreement, dated as of October 22, 2025, the Fourteenth Amendment to Credit Agreement, dated as of February 23, 2026, and the Fifteenth Amendment to Credit Agreement, dated as of May 18, 2026, and as further amended, modified, supplemented or restated from time to time, the “Credit Agreement”), by and among Crescent Finance, certain subsidiaries of Crescent Finance, as guarantors, Wells Fargo Bank, National Association, as administrative agent, collateral agent and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto from time to time.

Among other things, the Credit Agreement Amendment (i) permits the consummation of the previously announced acquisition of certain Eagle Ford assets (the “Devon EF Assets Acquisition”) from Devon Energy Production Company, L.P., a subsidiary of Devon Energy Corporation (NYSE: DVN), (ii) subject to customary terms and conditions, permits the incurrence of an up to $2.0 billion 364-day unsecured bridge credit facility in order to fund, among other things, a portion of the cash consideration for Devon EF Assets Acquisition, (iii) subject to certain customary terms and conditions, permits the incurrence of term loan indebtedness that is secured on a pari passu basis with the obligations under the Credit Agreement in an aggregate principal amount not to exceed an amount equal to the lesser of (I) the borrowing base minus the aggregate elected commitments minus the aggregate outstanding principal amount of all permitted pari passu indebte

EX-99.1

5 exhibit991-8xkoctober2026.htm

EX-99.1

Document

Exhibit 99.1

Crescent Energy to Acquire Eagle Ford Assets from Devon Energy,

Solidifying Crescent’s World-Class Position in the Basin

High-margin, oil-weighted production and significant Tier 1 inventory adjacent to existing operations

Attractive acquisition returns and meaningful accretion across all key metrics

Devon-owned minerals add significant scale and increased operatorship to Crescent Royalties

HOUSTON, October 8, 2026 – Crescent Energy Company (NYSE: CRGY) (“Crescent” or the “Company”) today announced that it has entered into a definitive agreement to acquire Eagle Ford assets from Devon Energy for an estimated net purchase price of approximately $3.85 billion(1) (the “Transaction”). The Transaction solidifies Crescent’s world-class Eagle Ford position, adding Tier 1 inventory and meaningful scale directly adjacent to its existing operations. The acquired assets will be managed with Crescent’s consistent strategy focused on free cash flow, disciplined capital allocation and attractive returns. The Transaction is expected to close in the fourth quarter of 2026 or early 2027, subject to customary closing conditions.

The acquired assets include approximately 68 Mboe/d of net production(2) and more than 600 Tier 1 net locations normalized to 10,000 feet. Crescent’s longstanding minerals ownership across the acquired assets, nearby operations and deep technical knowledge provide differentiated insight and conviction in the assets.

The Transaction Offers Compelling Value for All Shareholders:

–Solidifies Crescent’s World-Class Eagle Ford Position – Significant Tier 1 inventory in the Karnes Trough that immediately competes for capital; assets directly adjacent to Crescent’s existing operations further enhance Crescent’s basin-leading position and build on its established operating and minerals footprint.

–Compelling Returns and Accretion – Strong investment returns, in-line with Crescent’s consistent underwriting criteria and meaningful accretion across all key metrics, including CFFO, FCF and NAV.

–Accelerates Crescent’s Value Creation – Higher quality inventory, improved capital efficiency and increased margins enhance free cash flow generation. Applying Crescent’s proven “buy assets and make them better” operating playbook, with approximately $140 million in annual synergies identified across D&C, LOE and marketing.

–Transforms Market-Leading Royalties Platform – Devon-owned minerals strengthen Crescent Royalties through greater scale, increased operatorship and enhanced development visibility.

–Maintains Strong Balance Sheet and Progress Toward Investment Grade – Balanced financing structure, greater scale and strong free cash flow generation support debt reduction and continued progress toward an investment-grade credit profile.

“This acquisition represents a significant step forward for Crescent, adding high-quality assets at an attractive valuation in the heart of one of our core operating areas,” said David Rockecharlie, Chief Executive Officer of Crescent Energy. “We know these assets exceptionally well through our longstanding minerals ownership and nearby operations, and see meaningful opportunity to make them even better. The transaction solidifies Crescent’s world-class Eagle Ford position and creates significant additional value creation opportunities through our proven operating strategy.”

Transaction Financing

1

Crescent has obtained commitments for certain debt financing options from JPMorgan Chase Bank, N.A. and RBC Capital Markets, LLC in connection with this transaction. KKR Capital Markets also advised on the financing. The Company intends to fund the transaction consideration through a combination of cash on hand, and, as appropriate, based on market conditions, a balanced mix of debt and equity. There can be no guarantee that additional financing will be available on terms satisfactory to the Company or at all.

Advisors

Crescent’s financial advisors in connection with the acquisition are Jefferies LLC and J.P. Morgan Securities LLC. Crescent’s counsel is Latham & Watkins LLP and Vinson & Elkins LLP. RBC Capital Markets, LLC served as financial advisor to Devon Energy, and Kirkland & Ellis LLP served as legal counsel.

Conference Call Details

Crescent plans to host a conference call and webcast at 7:00 a.m. Central Time / 8:00 a.m. Eastern Time on October 8, 2026. Complete details are below.

Date: Thursday, October 8, 2026

Time: 7:00 a.m. CT (8:00 a.m. ET)

Conference Dial-In: 833-461-5787 / 585-542-9983 (Domestic / International)

Meeting ID: 542 556 661

Webcast Link: www.crescentenergyco.com

An investor presentation regarding the transaction can be found at www.crescentenergyco.com. A webcast replay will be available on the website following the call.

About Crescent Energy Company

Crescent is a differentiated energy company committed to delivering value through a disciplined, returns-driven growt

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