Crescent Energy Co-A美股招股说明书(2025-11-12版)

Dear Stockholders: Crescent Energy Company (“Crescent”) and Vital Energy, Inc. (“Vital”) have entered into an agreement and plan of merger (which we refer to in this letter asthe “Merger Agreement”), pursuant to which Crescent has agreed to acquire Vital through a series of merger transactions (the “Mergers”). If the Mergers are completed,each issued and outstanding share of common stock, par value $0.01 per share (the “Vital Common Stock”), of Vital will automatically be converted into the right toreceive 1.9062 shares of Class A common stock, par value $0.0001 per share (the “Crescent Class A Common Stock”), of Crescent.The market value of the merger consideration will fluctuate with the price of Crescent Class A Common Stock. Based on the closing price of Crescent Class A Common Stock on August 22, 2025, the last trading day before the public announcement of the signing of the Merger Agreement, the value of the per share mergerconsideration was approximately $18.95. Based on the closing price of Crescent Class A Common Stock on November 10, 2025, the last practicable date before the dateof the joint proxy statement/prospectus accompanying this letter, the value of the per share merger consideration was approximately $17.08. We urge you to obtaincurrent stock price quotations for Crescent Class A Common Stock and Vital Common Stock. Crescent Class A Common Stock is traded on the New York StockExchange (“NYSE”) under the symbol “CRGY” and Vital Common Stock is traded on the NYSE under the symbol “VTLE.” Crescent stockholders as of the close of business on October 16, 2025 are invited to attend a special meeting of Crescent stockholders on December 12, 2025,at 10:00 a.m., Central Time, at www.virtualshareholdermeeting.com/CRGY2025SM (with log-in beginning at 9:45 a.m., Central Time). Crescent stockholders will beable to attend the Crescent special meeting online and vote shares electronically at the meeting by going to www.virtualshareholdermeeting.com/CRGY2025SM andentering the 16-digit control number included on the proxy card or voting instruction form received by such stockholders. Because the Crescent special meeting iscompletely virtual and being conducted via live webcast, Crescent stockholders will not be able to attend the meeting in person. The Crescent special meeting is beingheld to consider and vote upon: •a proposal to approve the issuance of shares of Crescent Class A Common Stock in connection with the Mergers (the “Crescent IssuanceProposal”); and•a proposal to approve one or more adjournments of the Crescent special meeting to a later date or dates, if necessary or appropriate, to solicitadditional proxies if there are not sufficient votes at the time of the special meeting to approve the Crescent Issuance Proposal (the “CrescentAdjournment Proposal”). The Crescent board unanimously recommends that Crescent stockholders vote “FOR” the Crescent Issuance Proposal and “FOR” the CrescentAdjournment Proposal. Vital stockholders as of the close of business on October 22, 2025 are invited to attend a virtual special meeting of Vital stockholders on December 12, 2025,which will be conducted exclusively via live webcast starting at 10:00 a.m., Central Time, at www.virtualshareholdermeeting.com/VTLE2025SM (with log-in beginningat 9:45 a.m., Central Time). Vital stockholders will be able to attend the Vital special meeting online and vote shares electronically at the meeting by pre-registering toattend the special meeting by December 10, 2025 following the instructions in your confirmation email. Because the Vital special meeting is completely virtual andbeing conducted via live webcast, Vital stockholders will not be able to attend the meeting in person. The Vital special meeting is being held to consider and vote upon: •a proposal to adopt the merger agreement, as may be amended, modified or supplemented from time to time (the “Vital Merger Proposal”); and•a proposal to approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Vital’s named executiveofficers that is based on or otherwise relates to the Mergers (the “Vital Advisory Compensation Proposal”). Crescent and Vital will each hold a special meeting of their respective stockholders to consider certain matters relating to the Mergers. Crescent and Vitalcannot complete the Mergers unless, among other things, Crescent stockholders approve the Crescent Issuance Proposal and Vital stockholders approve the Vital MergerProposal. Concurrently with the execution of the Merger Agreement, certain stockholders of Crescent, who, as of such date, beneficially owned in the aggregateapproximately 29% of the outstanding shares of Crescent Class A Common Stock entered into voting and support agreements with Crescent and Vital, pursuant to whichsuch stockholders have agreed, among other things, to vote all shares of Crescent Class A Common Stock beneficially owned by such stockholders in favor of theCrescent