Crescent Energy Co-A美股招股说明书(2026-01-02版)

PROSPECTUS SUPPLEMENT NO.1(To Prospectus Dated January19, 2023) This Prospectus Supplement No.1 (this “Prospectus Supplement”) amends and supplements information contained in that certain prospectus,forming a part of that certain registration statement on Form S-3 originally filed with the U.S. Securities and Exchange Commission (the “SEC”) onJanuary6, 2023 and declared effective on January19, 2023 (the “prospectus”), relating to, among other things, the offer and sale of shares of ClassAcommon stock, par value $0.0001 per share (“ClassA Common Stock”), of Crescent Energy Company (the “Company”, “we”, “our” or “us”) by the We are filing this Prospectus Supplement to supplement and amend the “Selling Stockholders” table on page 9 of the prospectus and theapplicable footnotes related thereto to reflect a transfer of ClassA Common Stock from PT Independence Energy Holdings LLC (“PT Independence”), This Prospectus Supplement should be read in conjunction with, is not complete without, and may not be delivered or used except in connectionwith, the prospectus. This Prospectus Supplement is qualified by reference to the prospectus, except to the extent that the information provided by thisProspectus Supplement supersedes information contained in the prospectus. Capitalized terms used but not defined herein shall have the meanings given Our ClassA Common Stock is traded on The New York Stock Exchange (“NYSE”) under the symbol “CRGY”. The closing price for our ClassACommon Stock on December31, 2025 was $8.39 per share, as reported on the NYSE. Investing in our ClassA Common Stock involves risks. See “Risk Factors” beginning on page 5 of the prospectus,and any similar section contained in any applicable prospectus supplement concerning factors you should consider Neither the SEC nor any state securities commission has approved or disapproved of the securities that may be offered under theprospectus and this Prospectus Supplement, nor have any of these organizations determined if this Prospectus Supplement is truthful or SELLING STOCKHOLDERS The “Selling Stockholders” table previously presented on page 9 of the prospectus, and the applicable footnotes related thereto, is hereby amendedand supplemented by this Prospectus Supplement with respect to the selling stockholder listed herein. On April8, 2025, we announced that our corporate structure had been simplified through the elimination of the Company’s Up-C structurethrough the exercise, effective April4, 2025, by the holders of all remaining shares of ClassB Common Stock of their redemption rights with respect toall of their OpCo Units (the “Corporate Simplification”). Pursuant to such exercise, all of their OpCo Units were exchanged for an equivalent number of On December18, 2025, shares of ClassA Common Stock previously held by PT Independence were distributed to Liberty Mutual Foundation Inc.(“Liberty Foundation”). Further, PT Independence assigned its registration rights under the Registration Rights Agreement to Liberty Foundation, andLiberty Foundation acceded to the rights of PT Independence under the Specified Rights Agreement. The information set forth in the table below has The following table sets forth the number of shares of ClassA Common Stock being offered by the selling stockholder, including its donees,pledgees, transferees or other successors-in-interest, subject to the transfer restrictions described in the prospectus and the documents incorporated byreference herein, based on the assumptions that: (i)all shares registered for sale by the registration statement will be sold by or on behalf of the sellingstockholder; and (ii)no other shares of ClassA Common Stock will be acquired prior to completion of this offering by the selling stockholder. The“Selling Stockholders” table on page 9 of the prospectus is superseded in part by this Prospectus Supplement with the information provided below and Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to shares ofClassA Common Stock and the right to acquire such voting or investment power within 60 days through the exercise of any option, warrant or otherright. Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to theshares of ClassA Common Stock beneficially owned by them. Except as described in the footnotes to the following table, under “Material Relationshipswith Selling Stockholders” in the prospectus and in our recent annual reports on Form 10-K, none of the persons named in the table has held any (6)Liberty Foundation is the direct beneficial owner of 36,813,628 shares of ClassA Common Stock previously held directly by PT Independenceprior to the Distribution. Liberty Energy Holdings, LLC (“Holdings”), Liberty Mutual Insurance Company, Liberty Mutual Group Inc., LMHCMassachusetts Holdings Inc. and Liberty Mutual Holding Company Inc