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.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Introduction
On August 24, 2025, Crescent Energy Company, a Delaware corporation (“Crescent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Vital Energy, Inc., a Delaware corporation (“Vital”), Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Crescent, and Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Crescent, pursuant to which, among other things, Crescent has agreed to acquire Vital (the “Mergers”).
Subject to the terms and conditions of the Merger Agreement, each share of Vital Common Stock, par value $0.01 per share (“Vital Common Stock”), issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares), will be converted into the right to receive 1.9062 shares of Crescent Class A Common Stock and cash in lieu of fractional shares of Crescent Class A Common Stock (such amount, the “Exchange Ratio,” and such consideration, the “Merger Consideration”).
The unaudited pro forma condensed combined financial statements (the “pro forma financial statements”) have been prepared from the respective historical consolidated financial statements of Crescent and Vital, adjusted to give effect to (i) the Mergers, (ii) Crescent’s completed acquisition of the outstanding equity interests in Ridgemar (Eagle Ford) LLC (“Ridgemar” and, such transaction, the “Ridgemar Acquisition”), (iii) Crescent’s completed merger with SilverBow Resources, Inc. (“SilverBow,” such transaction, the “SilverBow Merger,” and, together with the Ridgemar Acquisition, the “Previous Crescent Acquisitions”), (iv) Vital’s purchase in September 2024 of certain oil and natural gas properties (the “Point Properties,” and, such transaction the “Point Acquisition”), and (v) the draw on Crescent’s senior secured reserve-based revolving credit agreement (the “Crescent Revolving Credit Facility”) and repayment of Vital’s senior secured credit facility (the “Vital Revolving Credit Facility”) immediately following Closing (such transactions, the “RCF Draw”).
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 is based in part on, and should be read in conjunction with, (i) the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 included within in this Current Report on Form 8-K dated November 5, 2025 which gives effect to the Previous Crescent Acquisitions and (ii) the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 included in .2 in Vital’s Annual Report on Form 10-K dated February 24, 2025 which gives effect to the Point Acquisition.
The unaudited pro forma condensed combined statements of operations (the “pro forma statements of operations”) for the nine months ended September 30, 2025 and for the year ended December 31, 2024 give effect to (i) the Mergers, (ii) the Previous Crescent Acquisitions, (iii) the Point Acquisition and (iv) the RCF Draw (collectively, the “Pro Forma Transactions”), as if each had occurred on January 1, 2024. The pro forma balance sheet as of September 30, 2025 reflects no adjustments for the Previous Crescent Acquisitions or the Point Acquisition, as the transactions are already reflected in the historical balance sheets of Crescent and Vital, respectively, for such periods. The pro forma statement of operations for the nine months ended September 30, 2025 reflects no adjustments for the SilverBow Merger or the Point Acquisition as the transactions are already reflected in the historical statements of operations of Crescent and Vital, respectively, for such periods. The pro forma statement of operations for the year ended December 31, 2024 does not reflect the historical operations of the Point Acquisition from July 1, 2024 through September 19, 2024 as this period was also not reflected within .2 in Vital’s Annual Report on Form 10-K dated February 24, 2025 and is deemed to be immaterial to the pro forma statement of operations for the year ended December 31, 2024. The pro forma financial statements contain certain reclassification adjustments to conform the historical financial statement presentation of Vital, the Point Properties, SilverBow and Ridgemar with Crescent’s historical financial statement presentation.
The following pro forma financial statements are based on, and should be read in conjunction with:
•the historical audited consolidated financial statements of Crescent for the year ended December 31, 2024 and the unaudited condensed consolidated financial statements of Crescent as of and for the nine months ended September 30, 2025, and the related notes thereto;


•the historical audited consolidated financial statements of Vital for the year ended December 31, 2024 and the unaudited condensed consolidated financial statements of Vital as of and for the nine months ended September 30, 2025, and the related notes thereto;
•the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 included within in this Current Report on Form 8-K dated November 5, 2025;
•the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 included as .2 in Vital’s Annual Report on Form 10-K dated February 24, 2025;
•the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the respective Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q of Crescent and Vital; and
•the section entitled “Risk Factors” and other cautionary statements included in the joint proxy statement/prospectus filed by Crescent and Vital on Form S-4 dated September 19, 2025, as amended by the joint proxy statement/prospectus filed on Form S-4/A dated October 22, 2025.
The pro forma financial statements were derived by making certain transaction accounting adjustments to the historical and pro forma financial statements noted above. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual impact of the Pro Forma Transactions may differ from the adjustments made to the pro forma financial statements. However, Crescent’s management believes that the assumptions provide a reasonable basis for presenting the significant effects for the period presented as if the Pro Forma Transactions had been consummated earlier, and that all adjustments necessary to present fairly the pro forma financial statements have been made.
As of the date of this Current Report on Form 8-K, Crescent has not completed the detailed valuation study necessary to arrive at the required final estimates of the fair value of the assets to be acquired and the liabilities to be assumed and the related allocations of purchase price, nor has it identified all adjustments necessary to conform Vital’s accounting policies to Crescent’s accounting policies. A final determination of the fair value of Vital’s assets and liabilities will be based on the actual assets and liabilities of Vital that exist as of the closing date of the Mergers (the “Closing Date”) and, therefore, cannot be made prior to the completion of the Mergers. In addition, the value of the consideration to be paid by Crescent upon the consummation of the Mergers will be determined based on the closing share price of Crescent Class A Common Stock on the Closing Date. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available or as additional analysis is performed.
The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma financial statements presented below. Crescent estimated the fair value of Vital’s assets and liabilities based on discussions with Vital’s management, preliminary valuation studies, due diligence, and information presented in Vital’s SEC filings. Until the Mergers are completed, both companies are limited in their ability to share certain information. Any increases or decreases in the fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the pro forma financial statements. The final purchase price allocation may be materially different than that reflected in the preliminary pro forma purchase price allocation presented herein.
The pro forma financial statements and related notes are presented for illustrative purposes only and should not be relied upon as an indication of the operating results that Crescent would have achieved if the Merger Agreement had been entered into and the Pro Forma Transactions had taken place on the assumed dates. The pro forma financial statements do not reflect future events that may occur after the consummation of the Mergers, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, asset dispositions, cost savings, or economies of scale that Crescent may achieve with respect to the combined operations. As a result, future results may vary significantly from the results reflected in the pro forma financial statements and should not be relied on as an indication of the future results of Crescent.

Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2025
(in thousands)
Crescent
(Historical)		Vital
(Historical)		Vital Conforming and Reclass (a)Transaction Accounting AdjustmentsFinancing AdjustmentsCrescent Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents$3,531 $14,697 $— $(8,078)(b)$— (k)$10,150 
Restricted cash5,346 — — — — 5,346 
Accounts receivable, net521,011 227,747 — — — 748,758 
Accounts receivable – affiliates3,633 — — — — 3,633 
Derivative assets – current106,685 — 149,332 — — 256,017 
Current derivatives asset— 149,332 (149,332)— — — 
Prepaid expenses44,859 — 8,189 — — 53,048 
Other current assets17,645 29,276 (8,189)— — 21,593 
(17,139)
Total current assets
702,710 421,052 (17,139)(8,078)— 1,098,545 
Property, plant and equipment:
Oil and natural gas properties, at cost
Proved12,998,672 — 14,429,480 (12,236,467)(c)— 15,271,158 
79,473 
Evaluated properties— 14,429,480 (14,429,480)— — — 
Unproved376,362 — 132,800 (100,422)(c)— 408,740 
Unevaluated properties not being depleted— 132,800 (132,800)— — — 
Oil and natural gas properties, at cost13,375,034 14,562,280 79,473 (12,336,889)— 15,679,898 
Field and other property and equipment, at cost232,981 — 17,139 — — 291,697 
41,577 
Midstream and other fixed assets, net— 121,050 (41,577)— — — 
(79,473)
Total property, plant and equipment13,608,015 14,683,330 17,139 (12,336,889)— 15,971,595 
Less: accumulated depreciation, depletion, amortization and impairment(4,740,549)— (10,509,728)10,509,728 (c)— (4,740,549)
Less accumulated depletion and impairment— (10,509,728)10,509,728 — — — 
Property, plant and equipment, net8,867,466 4,173,602 17,139 (1,827,161)— 11,231,046 
Derivative assets – noncurrent2,652 — 20,960 — — 23,612 
Derivatives— 20,960 (20,960)— — — 
Investments in equity affiliates13,766 — — — — 13,766 
Deferred income taxes— 5,971 — 172,638 (d)— 178,609 
Other assets107,608 — 95,547 (9,088)(e)— 194,067 
Operating lease right-of-use assets— 65,669 (65,669)— — — 
Other noncurrent assets, net— 29,878 (29,878)— — — 
TOTAL ASSETS
$9,694,202 $4,717,132 $— $(1,671,689)$— $12,739,645 
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2025
(in thousands)
Crescent
(Historical)		Vital
(Historical)		Vital Conforming and Reclass (a)Transaction Accounting AdjustmentsFinancing AdjustmentsCrescent Pro Forma Combined
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities$762,136 $195,566 $236,189 $22,700 (f)$1,216,591 
Accrued capital expenditures— 93,390 (93,390)— — — 
Undistributed revenue and royalties— 142,799 (142,799)— — — 
Accounts payable – affiliates26,259 — — 2,250 (g)— 28,509 
Derivative liabilities – current6,719 — — — — 6,719 
Financing lease obligations – current3,637 — 5,783 — — 9,420 
Other current liabilities65,447 81,637 (5,783)— — 169,388 
28,087 
Operating lease liabilities— 28,087 (28,087)— — — 
Total current liabilities
864,198 541,479 — 24,950 — 1,430,627 
Long-term debt3,221,409 — 2,282,320 23,258 (e)— (k)5,526,987 
Long-term debt, net— 2,282,320 (2,282,320)— — — 
Derivative liabilities – noncurrent13,789 — 25,837 — — 39,626 
Derivatives— 25,837 (25,837)— — — 
Asset retirement obligations483,562 76,040 — 19,729 (c)— 579,331 
Deferred tax liability564,442 — — (564,442)(d)— — 
Financing lease obligations – noncurrent1,511 — 4,248 — — 5,759 
Other liabilities66,410 — (4,248)— — 97,400 
35,238 
Operating lease liabilities— 29,218 (29,218)— — — 
Other noncurrent liabilities— 6,020 (6,020)— — — 
Total liabilities
5,215,321 2,960,914 — (496,505)— 7,679,730 
Equity:
Class A common stock, par value26 — — 7 (h)— 33 
Common stock— 387 — (387)(i)— — 
Preferred stock— — — — — — 
Treasury stock(66,316)— — — — (66,316)
Additional paid-in capital4,521,169 3,833,813 — 619,952 (h)— 5,238,111 
(3,833,813)(i)
96,990 (j)
Retained earnings (accumulated deficit)15,705 (2,077,982)— (3,528)(b)— (120,210)
(22,700)(f)
(2,250)(g)
(10,447)(h)
2,077,982 (i)
(96,990)(j)
Noncontrolling interests8,297 — — — — 8,297 
Total equity
4,478,881 1,756,218 — (1,175,184)— 5,059,915 
TOTAL LIABILITIES AND EQUITY
$9,694,202 $4,717,132 $— $(1,671,689)$— $12,739,645 
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2025
(in thousands, except per share data)
Crescent Pro Forma Combined Prior to MergersVital
(Historical)		Vital Conforming and Reclass (a)Transaction Accounting AdjustmentsFinancing AdjustmentsCrescent Pro Forma Combined
Revenues:
Oil$1,856,372 $— $1,155,448 $— $— $3,011,820 
Oil sales
— 1,155,448 (1,155,448)— — — 
Natural gas491,849 — 47,175 — — 539,024 
Natural gas sales— 47,175 (47,175)— — — 
Natural gas liquids300,062 — 155,714 — — 455,776 
NGL sales— 155,714 (155,714)— — — 
Midstream and other107,091 — 4,296 — — 111,387 
Other operating revenues— 4,296 (4,296)— — — 
Total revenues
2,755,374 1,362,633 — — — 4,118,007 
Expenses:
Lease operating expense489,302 325,494 (51,170)— — 763,626 
Workover expense58,911 — 51,170 — — 110,081 
Asset operating expense74,144 — — — — 74,144 
Gathering, transportation and marketing306,245 — 50,206 — — 356,451 
Oil transportation and marketing expenses— 31,296 (31,296)— — — 
Gas gathering, processing and transportation expenses— 18,910 (18,910)— — — 
Production and other taxes172,528 — 80,106 — — 252,634 
Production and ad valorem taxes— 80,106 (80,106)— — — 
Depreciation, depletion and amortization885,297 — 556,840 (386,397)(b)— 1,058,723 
2,983 
Depletion, depreciation and amortization— 556,840 (556,840)— — — 
Impairment of oil and natural gas properties
122,159 — 1,005,242 — — 1,127,401 
Impairment expense
— 1,005,242 (1,005,242)— — — 
Exploration expense6,882 — — 1,749 — 8,631 
Midstream and other operating expense86,639 — 7,191 — — 93,830 
Other operating expenses, net— 10,456 (7,191)— — — 
(2,983)
(282)
General and administrative expense255,657 — 76,144 25,758 (d)— 375,537 
17,978 (c)
General and administrative— 71,517 (71,517)— — — 
Organizational restructuring expenses— 4,627 (4,627)— — — 
Gain on sale of assets(11,131)— (2,050)— — (13,181)
Total expenses
2,446,633 2,104,488 (2,332)(340,912)— 4,207,877 
Gain (loss) on disposal of assets, net— 2,050 (2,050)— — — 
Income (loss) from operations
308,741 (739,805)282 340,912 — (89,870)
Other income (expense):
Gain on derivatives
163,259 — 169,233 — — 332,492 
Gain (loss) on derivatives, net— 169,233 (169,233)— — — 
Interest expense(224,426)(150,228)— — 2,684 (i)(371,970)
Loss from extinguishment of debt(29,248)— — — — (29,248)
Other income (expense)440 — 2,215 — — 2,655 
Other income (expense), net— 2,215 (2,215)— — — 
Income (loss) from equity affiliates
1,695 — (282)— — 1,413 

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2025
(in thousands, except per share data)
Crescent Pro Forma Combined Prior to MergersVital
(Historical)		Vital Conforming and Reclass (a)Transaction Accounting AdjustmentsFinancing AdjustmentsCrescent Pro Forma Combined
Total other income (expense)
(88,280)21,220 (282)— 2,684 (64,658)
Income (loss) before taxes220,461 (718,585)— 340,912 2,684 (154,528)
Income tax benefit (expense)(43,410)(236,346)— (74,919)(e)(590)(e)(355,265)
Net income (loss)
177,051 (954,931)— 265,993 2,094 (509,793)
Less: net (income) loss attributable to noncontrolling interests
(2,526)— — — — (2,526)
Less: net (income) loss attributable to redeemable noncontrolling interests(19,777)— — 25,036 (f)(181)(f)5,078 
Net income (loss) attributable to Crescent Energy
$154,748 $(954,931)$— $291,029 $1,913 $(507,241)
Net income (loss) per share:
Class A common stock – basic$0.66 $(1.65)(g)
Class A common stock – diluted$0.65 $(1.65)(g)
Class B common stock – basic and diluted$— $— 
Basic$(25.32)
Diluted$(25.32)
Weighted average common shares outstanding:
Class A common stock – basic233,881 306,800 (g)
Class A common stock – diluted236,648 306,800 (g)
Class B common stock – basic and diluted22,207 22,207 
Basic37,714 
Diluted37,714 
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2024
(in thousands, except per share data)
Crescent Pro Forma Combined Prior to MergersVital Pro Forma Combined Prior to MergersVital Conforming and Reclass (a)Transaction Accounting AdjustmentsFinancing AdjustmentsCrescent Pro Forma Combined
Revenues:
Oil$2,954,858 $— $1,961,059 $— $— $4,915,917 
Oil sales
— 1,961,059 (1,961,059)— — — 
Natural gas466,991 — 32,212 — — 499,203 
Natural gas sales— 32,212 (32,212)— — — 
Natural gas liquids414,360 — 191,454 — — 605,814 
NGL sales— 191,454 (191,454)— — — 
Midstream and other134,254 — 18,069 — — 152,323 
Sales of purchased oil— 12,745 (12,745)— — — 
Other operating revenues— 5,324 (5,324)— — — 
Total revenues
3,970,463 2,202,794 — — — 6,173,257 
Expenses:
Lease operating expense661,731 497,146 (85,269)— — 1,073,608 
Workover expense73,312 — 85,269 — — 158,581 
Asset operating expense103,220 — — — — 103,220 
Gathering, transportation and marketing404,282 — 69,840 — — 474,122 
Oil transportation and marketing expenses— 49,140 (49,140)— — — 
Gas gathering, processing and transportation expenses— 20,700 (20,700)— — — 
Production and other taxes227,496 — 129,322 — — 356,818 
Production and ad valorem taxes— 129,322 (129,322)— — — 
Depreciation, depletion and amortization1,115,445 — 818,591 (597,252)(b)— 1,340,993 
4,209 
Depletion, depreciation and amortization— 818,591 (818,591)— — — 
Impairment expense161,542 481,305 — — — 642,847 
Exploration expense16,591 — — 3,166 — 19,757 
Midstream and other operating expense110,136 — 17,174 — — 127,310 
Costs of purchased oil— 13,243 (13,243)— — — 
Other operating expenses, net— 9,056 (3,931)— — — 
(4,209)
(916)
Organizational restructuring expenses— 795 (795)— — — 
General and administrative expense433,395 — 106,266 20,815 (c)— 684,133 
86,982 (d)
36,675 (h)
General and administrative— 105,471 (105,471)— — — 
Gain on sale of assets(29,430)— (1,513)— — (30,943)
Total expenses
3,277,720 2,124,769 (2,429)(449,614)— 4,950,446 
Gain (loss) on disposal of assets, net— 1,513 (1,513)— — — 
Income from operations
692,743 79,538 916 449,614 — 1,222,811 
Other income (expense):
Gain (loss) on derivatives(106,308)— 19,810 — — (86,498)
Gain (loss) on derivatives, net— 19,810 (19,810)— — — 
Interest expense(341,419)(209,758)— — (978)(i)(552,155)

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2024
(in thousands, except per share data)
Crescent Pro Forma Combined Prior to MergersVital Pro Forma Combined Prior to MergersVital Conforming and Reclass (a)Transaction Accounting AdjustmentsFinancing AdjustmentsCrescent Pro Forma Combined
Loss from extinguishment of debt(59,095)— (66,115)— — (125,210)
Loss on extinguishment of debt, net— (66,115)66,115 — — — 
Other income3,315 — 7,275 — — 10,590 
Other income (expense), net— 7,275 (7,275)— — — 
Income (loss) from equity affiliates
729 — (916)— — (187)
Total other income (expense)
(502,778)(248,788)(916)— (978)(753,460)
Income (loss) before taxes189,965 (169,250)— 449,614 (978)469,351 
Income tax benefit (expense)(24,969)36,545 — (98,807)(e)215 (e)(87,016)
Net income (loss)
164,996 (132,705)— 350,807 (763)382,335 
Less: net loss attributable to noncontrolling interests
1,215 — — — — 1,215 
Less: net (income) loss attributable to redeemable noncontrolling interests(81,278)— — (65,728)(f)222 (f)(146,784)
Preferred stock dividends
— (652)— — — (652)
Net income (loss) attributable to Crescent Energy
$84,933 $(133,357)$— $285,079 $(541)$236,114 
Net income (loss) per share:
Class A common stock – basic$0.51 $0.98 (g)
Class A common stock – diluted$0.51 $0.98 (g)
Class B common stock – basic and diluted$— $— 
Basic$(3.63)
Diluted$(3.63)
Weighted average common shares outstanding:
Class A common stock – basic166,401239,940 (g)
Class A common stock – diluted166,401239,940 (g)
Class B common stock – basic and diluted70,51970,519 
Basic36,725 
Diluted36,725 
The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

Notes to unaudited pro forma condensed combined financial statements
NOTE 1 – Basis of pro forma presentation
The pro forma financial statements have been derived from the historical financial statements of Crescent and Vital, the pro forma statements of operations included within in this Current Report on Form 8-K dated November 5, 2025 for the Previous Crescent Acquisitions and the pro forma statement of operations included in .2 to Vital’s Annual Report on Form 10-K dated February 24, 2025 for the Point Acquisition. The pro forma balance sheet as of September 30, 2025 gives effect to (i) the Mergers and (ii) the RCF Draw as if each had occurred on September 30, 2025. The pro forma statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 give effect to the Pro Forma Transactions as if each had occurred on January 1, 2024.
The pro forma financial statements reflect pro forma adjustments that are based on available information and certain assumptions that management believes are reasonable. However, actual results may differ from those reflected in these pro forma financial statements. In management’s opinion, all adjustments known to date that are necessary to fairly present the pro forma information have been made. The pro forma financial statements do not purport to represent what the combined entity’s results of operations would have been if the Pro Forma Transactions had actually occurred on the dates indicated above, nor are they indicative of Crescent’s future results of operations.
These pro forma financial statements should be read in conjunction with the historical financial statements, and related notes thereto, of Crescent, Vital, Ridgemar, SilverBow, and the Point Properties for the periods presented.
NOTE 2 – Pro forma acquisition accounting
The Mergers will be accounted for using the acquisition method of accounting for business combinations in accordance with ASC 805 with Crescent considered to be the accounting acquirer. The allocation of the preliminary estimated purchase price for Vital is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed as of September 30, 2025 using currently available information. Because the pro forma financial statements have been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on Crescent’s financial position and results of operations may differ significantly from the pro forma amounts included in this Current Report on Form 8-K. Crescent’s estimate as of the date of this Current Report on Form 8-K is that the fair value of the net assets and liabilities acquired is greater than the purchase price. Crescent expects to finalize its allocation of the purchase price as soon as practicable after completion of the Mergers.
The preliminary purchase price allocation is subject to change as a result of several factors, including but not limited to:
•changes in the estimated fair value and number of shares of Crescent Class A Common Stock issued as merger consideration to Vital stockholders, based on the number of shares of Vital Common Stock outstanding and the share price of Crescent Class A Common Stock at the Closing Date;
•changes in the estimated fair value of Vital’s assets acquired and liabilities assumed as of the Closing Date of the Mergers, which could result from changes in future oil and natural gas commodity prices, reserve estimates, interest rates, and other factors;
•the tax basis of Vital’s assets and liabilities as of the Closing Date; and
•certain of the factors described in “Risk Factors” included in the joint proxy statement/prospectus filed by Crescent and Vital on Form S-4 dated September 19, 2025, as amended by the joint proxy statement/prospectus filed on Form S-4/A dated October 22, 2025.


The preliminary determination of consideration transferred and the fair value of assets acquired and liabilities assumed that are expected to be recorded are as follows (in thousands, except exchange ratio, share, and per share data):
Consideration transferred:
The Mergers
Equity consideration:
Shares of Vital Common Stock outstanding, excluding Vital Equity Awards37,693,886 
Exchange Ratio1.906 
Crescent Class A Common Stock issued for outstanding shares of Vital Common Stock71,852,085 
Closing price of Crescent Class A Common Stock on October 31, 2025$8.43 
Merger Consideration, excluding Vital Equity Awards$605,713 
Settlement of Vital Equity Awards8,349 
Consideration transferred
$614,062 
Fair value of assets acquired:
Cash and cash equivalents$14,697 
Accounts receivable227,747 
Derivatives assets170,292 
Oil and natural gas properties - proved2,272,486 
Oil and natural gas properties - unproved32,378 
Field and other property and equipment58,716 
Deferred tax asset743,051 
Other assets98,596 
Total assets acquired3,617,963 
Fair value of liabilities assumed:
Accounts payable and accrued liabilities(431,755)
Derivative liabilities(25,837)
Long-term debt(2,305,578)
Asset retirement obligations(95,769)
Other liabilities(144,962)
Total liabilities assumed(3,003,901)
Fair value of assets acquired and liabilities assumed
$614,062 
The final value of consideration transferred will be determined based on the actual number and market price of shares of Crescent Class A Common Stock issued on the Closing Date. A 10% increase or decrease in the closing price of shares of Crescent Class A Common Stock, as compared to the October 31, 2025 closing price of $8.43, would increase or decrease the purchase price by approximately $61.0 million.
NOTE 3 – Adjustments to the pro forma financial statements
The pro forma financial statements have been prepared to illustrate the effects of the Pro Forma Transactions and have been prepared for informational purposes only.
The preceding pro forma financial statements have been prepared in accordance with Article 11 of Regulation S-X which requires the presentation of adjustments to account for the pro forma transactions (“Transaction Accounting Adjustments”) along with the certain financing transactions (“Financing Adjustments”) and allows for supplemental disclosure of the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management Adjustments”). Management has elected not to present Management Adjustments.


Pro forma balance sheet adjustments as of September 30, 2025
The adjustments included in the pro forma balance sheet as of September 30, 2025 are as follows:
Vital Conforming and Reclassification Adjustments
(a)Reflects adjustments to conform Vital’s historical presentation with Crescent’s financial statement presentation, including certain amounts that were presented by Vital as inventory but are considered part of field and other property and equipment by Crescent.
Transaction Accounting Adjustments
(b)Reflects an adjustment to cash and related impacts to retained earnings for the settlement of Vital’s cash-settled performance share units (the “Vital PSU Awards”) and Vital’s deferred stock awards (the “Vital Director Deferred Stock Awards”) pursuant to the terms of the Merger Agreement.
(c)Reflects the elimination of the historical cost and records Vital’s oil and natural gas properties, as well as field and other property and equipment, at fair value in accordance with the acquisition method of accounting. Additionally, this adjustment reflects the impact of the remeasurement of the asset retirement obligation (“ARO”) liability. The ARO liability adjustment reflects the future cash flows to retire the oil and natural gas properties at the end of their useful life, and asset retirement costs are capitalized within oil and natural gas properties as an offset to the initial recognition of the ARO liability.
(d)Reflects adjustments to record deferred tax assets of $743.1 million related to the tax attributes acquired in the Mergers.
(e)Reflects the write-off of Vital’s unamortized debt issuance costs, premium and discount related to its long-term debt assumed in the Mergers that is recorded at fair value.
(f)Reflects the accrual of one-time, nonrecurring costs of $22.7 million related to Crescent’s estimated transaction costs for the Mergers. Estimated transaction costs are based on preliminary estimates, and the final amounts and the resulting effect on Crescent’s financial position may differ significantly. These incremental costs are not yet reflected in the historical consolidated balance sheets of Crescent as of September 30, 2025 and represent costs in excess of incurred costs of $7.1 million. The estimated incremental transaction costs are reflected in the pro forma balance sheet as an increase to accounts payable and accrued liabilities as these costs will be expensed by Crescent as incurred.
(g)Reflects the increase to Crescent's Management Fee and related impacts to retained earnings resulting from the Mergers.
(h)Reflects the issuance of Crescent Class A Common Stock as Merger Consideration, including one-time, nonrecurring costs related to the recognition of post-combination compensation expense totaling $10.4 million for the settlement of the Vital’s restricted stock awards (the “Vital RS Awards”).
(i)Reflects the elimination of the historical equity balances of Vital.
(j)Reflects adjustments to record the cumulative catch up for compensation cost related to the change in estimate for the target shares underlying Crescent's Manager Incentive Plan resulting from the issuance of additional shares of Crescent Class A Common Stock.
Financing Adjustments
(k)Reflects pro forma adjustments for the RCF Draw to repay outstanding amounts borrowed under the Vital Revolving Credit Facility of $705.0 million. Crescent intends to pay off and terminate the Vital Revolving Credit Facility in connection with closing the Mergers with cash on hand.


Pro forma statements of operations adjustments for the nine months ended September 30, 2025 and for the year ended December 31, 2024
The adjustments included in the pro forma statements of operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024 are as follows:
Vital Conforming and Reclassification Adjustments
(a)Reflects adjustments to conform Vital’s historical presentation with Crescent’s financial statement presentation.
Transaction Accounting Adjustments
(b)Reflects pro forma depletion expense calculated in accordance with the successful efforts method of accounting for oil and gas properties. Additionally, the adjustment reflects the increase in accretion expense related to the higher asset retirement obligation liability which was adjusted to reflect Crescent’s internal estimates, discount rate, and useful life estimate.
(c)Reflects the impact on general and administrative expense and exploration expense related to costs capitalized by Vital under the full cost method of accounting for oil and gas properties to conform to Crescent’s accounting under the successful efforts method.
(d)Reflects the impact on general and administrative expense related to increases in Crescent's Management Fee and the Manager Incentive Plan related to the issuance of additional shares of Crescent Class A Common Stock as Merger Consideration.
(e)Reflects the income tax effect of the pro forma adjustments presented. The tax rate applied to the pro forma adjustments for the nine months ended September 30, 2025 and for the year ended December 31, 2024 was the estimated combined federal and state statutory rate of 22.0%. The effective rate of Crescent in the future could be significantly different (either higher or lower) depending on a variety of factors.
(f)Reflects the impact of the allocation of net income attributable to redeemable noncontrolling interests related to the change in Crescent's ownership of Crescent Energy OpCo LLC resulting from the issuance of additional shares of Crescent Class A Common Stock.
(g)Reflects the impact to the allocation of net income attributable to Crescent and the computation of basic and diluted net income (loss) per share for the issuance of 71.9 million additional shares of Crescent Class A Common Stock related to outstanding shares of Vital common stock and 1.7 million additional shares of Crescent Class A Common Stock related to the settlement of Vital’s equity awards.
(h)Reflects the impact to general and administrative expense of one-time, nonrecurring costs for post-combination compensation cost related to the settlement of the Vital RS Awards and the Vital PSU Awards pursuant to the Merger Agreement for $14.0 million and Crescent’s estimated transaction costs of $22.7 million.
Financing Adjustments
(i)Reflects the pro forma impact of the RCF Draw to repay outstanding amounts borrowed under the Vital Revolving Credit Facility.
NOTE 4 – Supplemental unaudited pro forma oil and natural gas reserves information
Oil and natural gas reserves
The following tables present the estimated unaudited pro forma net proved developed and undeveloped oil, natural gas, and NGL reserves information as of December 31, 2024 for Crescent's consolidated operations, along with a summary of changes in quantities of net remaining proved reserves for the year ended December 31, 2024. Crescent's equity affiliates had no proved oil, natural gas, and NGL reserves as of December 31, 2023 and 2024. The


disclosures below are derived from the “Oil and natural gas reserves” for the year ended December 31, 2024 included within in this Current Report on Form 8-K dated November 5, 2025 and Vital’s Annual Report on Form 10-K. The estimates below are in certain instances presented on a “barrels of oil equivalent or “Boe” basis. To determine Boe in the following tables, natural gas is converted to a crude oil equivalent at the ratio of six Mcf of natural gas to one barrel of crude oil equivalent.
The unaudited pro forma oil and natural gas reserves information is not necessarily indicative of the results that might have occurred had the Pro Forma Transactions been completed on January 1, 2024 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors” included in Crescent’s and Vital’s Annual Reports on Form 10-K.
The unaudited pro forma net proved developed and undeveloped oil, natural gas, and NGL reserves as of December 31, 2023 and 2024 and the changes in the pro forma quantities of net remaining proved reserves for the year ended December 31, 2024 are as follows:
Oil and Condensate (MBbls)
Crescent Pro Forma Combined Prior to Mergers
Vital (Historical)
Point Acquisition AdjustmentsCrescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2023389,929159,78362,054611,766
Revisions of previous estimates(36,789)(24,165)(20,694)(81,648)
Extensions, discoveries, and other additions37,34529,119—66,464
Sales of reserves in place(3,344)——(3,344)
Purchases of reserves in place11,40140,988(38,482)13,907
Production(40,646)(22,585)(2,878)(66,109)
December 31, 2024357,896183,140—541,036
Proved Developed Reserves as of:
December 31, 2023250,074104,99321,860376,927
December 31, 2024231,586118,966—350,552
Proved Undeveloped Reserves as of:
December 31, 2023139,85554,79040,194234,839
December 31, 2024126,31064,174—190,484


Natural Gas (MMcf)
Crescent Pro Forma Combined Prior to Mergers
Vital (Historical)
Point Acquisition AdjustmentsCrescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 20232,913,607742,18283,6563,739,445
Revisions of previous estimates(1,099,935)(55,420)(15,363)(1,170,718)
Extensions, discoveries, and other additions94,821109,190—204,011
Sales of reserves in place(5,318)——(5,318)
Purchases of reserves in place9,40977,751(64,940)22,220
Production(250,452)(78,794)(3,353)(332,599)
December 31, 20241,662,132 794,909—2,457,041
Proved Developed Reserves as of:
December 31, 20231,813,178555,47232,9862,401,636
December 31, 20241,383,829587,785—1,971,614
Proved Undeveloped Reserves as of:
December 31, 20231,100,429186,71050,6701,337,809
December 31, 2024278,303207,124—485,427
Natural Gas Liquids (MBbls)
Crescent Pro Forma Combined Prior to Mergers
Vital (Historical)
Point Acquisition AdjustmentsCrescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 2023183,399121,40317,907322,709
Revisions of previous estimates(23,552)(2,402)(4,511)(30,465)
Extensions, discoveries, and other additions15,01318,859—33,872
Sales of reserves in place(767)——(767)
Purchases of reserves in place1,54115,060(12,646)3,955
Production(17,865)(13,270)(750)(31,885)
December 31, 2024157,769 139,650—297,419
Proved Developed Reserves as of:
December 31, 2023133,78589,4496,645229,879
December 31, 2024116,603101,229—217,832
Proved Undeveloped Reserves as of:
December 31, 202349,61431,95411,26292,830
December 31, 202441,16638,421—79,587


Total (MBoe)
Crescent Pro Forma Combined Prior to Mergers
Vital (Historical)
Point Acquisition AdjustmentsCrescent Pro Forma Combined
Proved Developed and Undeveloped Reserves as of:
December 31, 20231,058,928404,88393,9041,557,715
Revisions of previous estimates(243,660)(35,805)(27,766)(307,231)
Extensions, discoveries, and other additions68,16266,177—134,339
Sales of reserves in place(4,998)——(4,998)
Purchases of reserves in place14,51069,007(61,951)21,566
Production(100,253)(48,987)(4,187)(153,427)
December 31, 2024792,689 455,275—1,247,964
Proved Developed Reserves as of:
December 31, 2023686,055287,02134,0031,007,079
December 31, 2024578,829318,159—896,988
Proved Undeveloped Reserves as of:
December 31, 2023372,873117,86259,901550,636
December 31, 2024213,860137,116—350,976
Standardized measure of discounted future net cash flows
The following tables present the estimated unaudited pro forma standardized measure of discounted future net cash flows (the “pro forma standardized measure”) at December 31, 2024. The pro forma standardized measure information set forth below gives effect to the Pro Forma Transactions as if they had been completed on January 1, 2024. Transaction Adjustments reflect adjustments related to the tax effects resulting from the Pro Forma Transactions. The disclosures below are derived from the “Standardized measure of discounted future net cash flows” for the year ended December 31, 2024 included within in this Current Report on Form 8-K dated November 5, 2025 and Vital’s Annual Report on Form 10-K. An explanation of the underlying methodology applied, as required by SEC regulations, can be found within the historical financial statements included in Crescent’s and Vital’s Annual Report on Form 10-K. The calculations assume the continuation of existing economic, operating and contractual conditions at December 31, 2024.
The pro forma standardized measure is not necessarily indicative of the results that might have occurred had the Pro Forma Transactions been completed on January 1, 2024 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors” included in Crescent’s and Vital’s Annual Reports on Form 10-K.
The pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves as of December 31, 2024 is as follows:
(in thousands)
Crescent Pro Forma Combined Prior to Mergers
Vital (Historical)
Crescent Pro Forma Combined
Future cash inflows$32,864,244 $16,640,461 $49,504,705 
Future production costs(14,694,969)(6,466,648)(21,161,617)
Future development costs (1)
(4,406,269)(2,155,788)(6,562,057)
Future income taxes(1,307,397)(538,142)(1,845,539)
Future net cash flows$12,455,609 $7,479,883 $19,935,492 
Annual discount of 10% for estimated timing(5,356,677)(3,264,563)(8,621,240)
Standardized measure of discounted future net cash flows as of December 31, 2024$7,098,932 $4,215,320 $11,314,252 


______________
(1)Future development costs include future abandonment and salvage costs.
Changes in standardized measure
The disclosures below are derived from the “Changes in standardized measure” for the year ended December 31, 2024 included within in this Current Report on Form 8-K dated November 5, 2025 and Vital’s Annual Report on Form 10-K. The changes in the pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the year ended December 31, 2024 are as follows:
(in thousands)
Crescent Pro Forma Combined Prior to Mergers
Vital (Historical)
Point Acquisition AdjustmentsCrescent Pro Forma Combined
Balance at December 31, 2023
$8,689,031 $4,150,838 $1,575,154 $14,415,023 
Net change in prices and production costs(76,484)(877,407)(332,957)(1,286,848)
Net change in future development costs33,866 (48,987)— (15,121)
Sales and transfers of oil and natural gas produced, net of production expenses(2,452,594)(1,308,530)(188,992)(3,950,116)
Extensions, discoveries, additions and improved recovery, net of related costs725,993 412,846 — 1,138,839 
Purchases of reserves in place230,602 982,594 (886,560)326,636 
Sales of reserves in place(70,549)— — (70,549)
Revisions of previous quantity estimates(1,273,762)(105,561)(513,041)(1,892,364)
Previously estimated development costs incurred786,004 461,230 267,854 1,515,088 
Net change in taxes(352,573)43,168 — (309,405)
Accretion of discount801,095 448,835 78,542 1,328,472 
Changes in timing and other58,303 56,294 — 114,597 
Balance at December 31, 2024
$7,098,932 $4,215,320 $— $11,314,252