Crescent Energy Company — Form 8-K summary
Filing date: October 8, 2026. The filing announces a proposed acquisition and presents selected historical and unaudited pro forma information; it is not a regular quarterly or annual earnings report.
Business context and transaction
A Crescent subsidiary agreed to acquire certain Eagle Ford assets from a Devon Energy subsidiary for $4.22 billion in cash, subject to customary purchase-price adjustments, including for post-July 1, 2026 hydrocarbon sales. Closing is expected in fourth-quarter 2026 or early 2027, subject to customary conditions and regulatory approvals. Crescent obtained a commitment letter for a bridge facility of up to $2.0 billion; the filing text does not specify the final financing mix or remaining funding sources.
The assets cover approximately 89,000 net acres, are 97% operated, and averaged 56 MBoe/d in 2025 and 71 MBoe/d in the first half of 2026. Crescent estimates July 2026 run-rate production of 68 MBoe/d for the assets. The filing’s pro forma information also reflects the completed Vital Energy merger and Ridgemar acquisition.
Financial and operating metrics
| Metric | Historical Crescent figures cited | Pro forma figures cited |
|---|---|---|
| Net income (loss), year ended December 31, 2025 | $167.2 million | Net loss of $373.6 million, giving effect to the Transactions and related financing |
| Adjusted EBITDAX, year ended December 31, 2025 | $2.1 billion | $4.1 billion |
| Levered free cash flow, year ended December 31, 2025 | $856.1 million | $0.8 billion |
| Net cash provided by operating activities, year ended December 31, 2025 | $1.7 billion | Not stated in the filing text |
| Net income, six months ended June 30, 2026 | $74.5 million | $251.8 million, pro forma for Devon acquisition and related financing |
| Adjusted EBITDAX, six months ended June 30, 2026 | $1.5 billion | $2.1 billion |
| Levered free cash flow, six months ended June 30, 2026 | $609.5 million | $0.8 billion |
These pro forma figures are unaudited and reflect specified transaction and financing assumptions, rather than reported results after closing. Revenue, profit margins, cash balances, debt balances, liquidity measures, and detailed pro forma balance-sheet values are not clear in the supplied filing text. Adjusted EBITDAX and levered free cash flow are non-GAAP measures.
For 2025, production was 260 MBoe/d on a historical basis and 316 MBoe/d giving effect to the Devon assets. Crescent reported 338 MBoe/d for the six months ended June 30, 2026; the Devon assets are expected to add approximately 71 MBoe/d. Crescent estimates 2026 capital expenditures, excluding acquisitions, of approximately $1.75 billion assuming the Devon acquisition had closed January 1, 2026.
Reserves, hedging and material changes
- At December 31, 2025, Crescent reported 975.5 net MMBoe of proved reserves; the filing cites approximately 1,127.3 net MMBoe after giving effect to Devon. Liquids represented approximately 61% historically and 63% pro forma.
- Combined proved developed reserves are shown as 864.2 MMBoe under the NYMEX-based reserve table. Combined proved-reserve PV-10 is $13.5 billion using September 30, 2026 NYMEX pricing; this is a non-GAAP reserve valuation measure, not an estimate of fair market value. SEC-priced standardized measure for Crescent’s historical reserves was $7.8 billion.
- Management reports estimated PDP decline rates of approximately 12% annually over five years, 9% over ten years, and 32% for 2026, based on reserve-report forecasts.
- Crescent says its historical reinvestment rate has averaged approximately 45% of Adjusted EBITDAX since 2021, defining reinvestment rate as capital expenditures excluding acquisitions divided by Adjusted EBITDAX.
- As of September 30, 2026, the derivative portfolio had approximately $2.1 billion of aggregate notional value. The filing lists oil, gas and basis hedges through 2027, including positions subject to counterparty exercise options.
Outlook, caveats and risks
The acquisition is pending and depends on closing conditions and regulatory approvals. Funding includes a committed bridge facility of up to $2.0 billion, subject to customary terms and conditions. The filing does not provide a final pro forma debt or liquidity figure in the supplied text. Capital spending may vary with commodity prices, drilling results, equipment and infrastructure availability, permits, seasonal conditions, costs and working-interest-owner participation.
Reserve and PV-10 estimates depend on commodity-price assumptions. NYMEX reserve estimates were prepared using management’s internal systems and were not independently prepared or audited; the filing cautions that forward-price reserve sensitivities supplement, rather than replace, SEC-priced data. The Devon asset estimates may differ from Crescent’s future estimates under its own development plan and methodologies.
Important facts for investors to verify
- Final purchase-price adjustments, closing timing, regulatory approvals and satisfaction of other closing conditions.
- Final financing structure, total debt, interest expense, liquidity and any refinancing or capital-market requirements beyond the bridge commitment.
- Detailed pro forma statements and balance sheet in Exhibit 99.5, including the assumptions behind the pro forma loss and cash-flow measures.
- Devon asset historical revenues and direct operating expenses in Exhibit 99.4, which are not quantified in the supplied text.
- Reserve assumptions, decline forecasts, capital-spending plans and the market-price sensitivity of the stated reserve values.