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crgy-20260708

0001866175FALSE00018661752026-07-082026-07-08

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 8, 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 2.02.

Results of Operations and Financial Condition.

Derivative Settlements

For the three and six months ended June 30, 2026, Crescent Energy Company (the “Company” or “Crescent”) expects to report approximately $154 million and $194 million, respectively, of total cash paid on its commodity derivative positions, composed of the following:

Three Months Ended

June 30, 2026 (1)

Six Months Ended

June 30, 2026 (1)

(in millions)

Net cash (paid) received on settlement of derivatives

$

(216)

$

(317)

Settlement of acquired derivative contracts(2)

62

123

Total cash (paid) received(3)

$

(154)

$

(194)

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, 2026 will be reported in Crescent’s Quarterly Report on Form 10-Q for the period ended June 30, 2026.

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.

(1)     Excludes $30 million and $45 million settlement of contingent earn-out consideration related to the Ridgemar Acquisition for the three and six months ended June 30, 2026, respectively.

(2)     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.

(3)     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 8, 2026

CRESCENT ENERGY COMPANY

By:    /s/ Brandi Kendall

Name:    Brandi Kendall

Title:    Chief Financial Officer

3

EX-99.1

2 exhibit991q12026earningsre.htm

EX-99.1

Document

Exhibit 99.1

Crescent Energy Reports First Quarter 2026 Results

Houston, May 4, 2026 – Crescent Energy Company (NYSE: CRGY) ("Crescent" or the "Company"), today announced financial and operating results for the first quarter of 2026. A supplemental slide deck can be found at www.crescentenergyco.com. The Company plans to host a conference call and webcast at 10 a.m. CT on Tuesday, May 5, 2026. Details can be found in this release.

First Quarter 2026 Highlights

–Delivered strong financial performance, exceeding expectations across all key metrics

–Generated $409 million of Operating Cash Flow and $192 million of Levered Free Cash Flow(1), supporting deleveraging and shareholder returns

–Delivered record production of 341 MBoe/d, driven by strong operational execution and improved cycle times

–Permian synergies ahead of plan, with ~$120 million captured to date, exceeding the original target

–Continued to improve capital efficiency gains, with lower costs and stronger returns across the Eagle Ford, Permian and Uinta

–Strengthened the balance sheet through refinancing, lowering interest expense by ~50 bps, extending maturities and maintaining ~$2.0 billion of liquidity

–Advanced Crescent Royalties with recent Eagle Ford bolt-ons and expanded disclosure, highlighting a high-margin cash flow stream with embedded upside

"Crescent delivered another strong quarter. We outperformed on production, generated meaningful free cash flow and made significant progress integrating our Permian assets," said Crescent CEO David Rockecharlie. "Our strategy remains consistent, and we believe Crescent has never been better positioned to deliver impressive performance and long-term value in the months and years ahead.”

First Quarter 2026 Financial and Operating Results

First quarter production averaged a record 341 MBoe/d (approximately 41% oil and 64% liquids), with 140 Mbo/d of oil production. The Company drilled 38 gross operated wells (29 in the Eagle Ford, 4 in the Permian and 5 in the Uinta), brought online 37 gross operated wells (26 in the Eagle Ford and 11 in the Permian) and incurred capital expenditures (excluding acquisitions) of $385 million during the quarter.

Crescent reported $419 million of net loss and $175 million of Adjusted Net Income(1) in the first quarter. The Company generated $690 million of Adjusted EBITDAX(1), $409 million of Operating Cash Flow and $192 million of Levered Free Cash Flow(1) for the period, supported by disciplined capital spending and strong operational execution.

Acquisitions and Divestitures

On February 25, 2026, Crescent announced two Eagle Ford minerals acquisitions for a total of approximately $355 million in cash, further strengthening Crescent's minerals portfolio with durable cash flow and increased exposure to world-class undeveloped resource in a core Crescent operating basin. The transactions closed in the first quarter of 2026.

1

Balance Sheet

In March 2026, Crescent executed a $690 million 2.75% convertible bond offering. Proceeds were used to call all of the then-outstanding $500 million principal amount of 9.25% notes due 2028, eliminating near-term maturities and reducing interest expense by refinancing with longer-dated, less expensive capital. Additionally, throughout the quarter, Crescent opportunistically repurchased approximately $40 million of 7.75% notes due 2029 through open market repurchases. As of March 31, 2026, the Company had approximately $2.0 billion of liquidity.

Shareholder Return

Crescent's long-standing return of capital strategy includes a fixed dividend and a share repurchase program and reflects the Company's "all-of-the-above" capital return framework. For the first quarter of 2026, the Company's Board of Directors (the "Board") approved a cash dividend of $0.12 per share. The first quarter dividend is payable on June 1, 2026, to shareholders of record as of the close of business on May 18, 2026. Any payment of future dividends is subject to Board approval and other factors.

As of March 31, 2026, our share repurchase program (the "Share Repurchase Program") has approximately $336 million of availability remaining. Repurchases of shares of the Company's common stock under the Share Repurchase Program may be made by the Company from time to time in the open market, in a privately negotiated transaction, through purchases made in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or by such other means as will comply with applicable state and federal securities laws. The timing of any such repurchases will depend on market conditions, contractual limitations and other considerations. The program may be extended, modified, suspended or discontinued at any time, and does not obligate the Company to repurchase any dollar amount or number of shares.

Conference Call Information

Crescent plans to host a conference call to discuss its first quart