This Prospectus Supplement No.1 amends and supplements the original prospectus filed on January 6, 2023, primarily to update the "Selling Stockholders" table on page 9 and related footnotes. The changes reflect a transfer of ClassA Common Stock from PT Independence Energy Holdings LLC ("PT Independence") to Liberty Mutual Foundation Inc. ("Liberty Foundation").
On April 8, 2025, the Company simplified its corporate structure by eliminating its Up-C structure, resulting in the redemption of all remaining ClassB Common Stock and the exchange of OpCo Units for ClassA Common Stock. On December 18, 2025, PT Independence transferred its ClassA Common Stock holdings (36,813,628 shares) to Liberty Foundation, which also assumed its registration rights under the Registration Rights Agreement and the Specified Rights Agreement.
The updated "Selling Stockholders" table provides details on the shares being offered, including beneficial ownership information. Liberty Foundation is the direct beneficial owner of the transferred shares, while entities such as Liberty Energy Holdings, LLC and Liberty Mutual Insurance Company may be deemed to beneficially own these shares due to common control.
Key data:
- ClassA Common Stock traded on NYSE under symbol "CRGY"
- Closing price on December 31, 2025: $8.39 per share
- PT Independence transferred 36,813,628 shares to Liberty Foundation
- Liberty Foundation may also beneficially own 80,783 shares held directly by Holdings
The supplement emphasizes that the updated information should be read in conjunction with the original prospectus and highlights the risks associated with investing in the Company's stock, as outlined in the "Risk Factors" section.
