Crescent Energy Company · NYSE:CRGY
Crescent Energy — Merger or Acquisition (August 2025)
28 slides from Crescent Energy's merger presentation, Aug 25, 2025
Slide 1: Crescent Energy to Acquire Vital Energy
Establishing a Top 10 Independent Crescent Energy to Acquire Vital Energy August 2025
Slide 2: Disclaimer
Disclaimer The information in this presentation relates to Crescent Energy Company (the “Company”) and contains information that includes or is based upon “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E
Slide 3: Compelling Value for All Shareholders
Compelling Value for All Shareholders Applying Crescent’s Consistent Strategy to Every Acquisition Attractive Acquisition Returns and Significant Accretion ✓ Strong cash-on-cash investment returns with valuation covered by existing production base; highly accretive across CFFO, FCF and NAV per share
Slide 4: Transaction Overview
Transaction Overview • Pro forma combined enterprise value of $9.1 BN(1) • All-stock consideration: 1.9062 shares of Crescent per share of Vital Transaction – Represents a 5% premium to the 30-day VWAP exchange ratio and a 15% premium to Vital’s 30- Structure day VWAP as of 8/22/2025 • Pro forma own
Slide 5: Applying Crescent's Consistent Strategy to Every Acquisition
Applying Crescent’s Consistent Strategy to Every Acquisition Substantial Scaled Asset Positions Cash Flow Generation Across Premier Basins Next 5-year LFCF(1) > pro forma mkt cap Leading positions in the Eagle Ford, Permian & Uinta basins ~$3.4 BN 2025E EBITDA(2) ~397 Mboe/d 2025E production(2) ~$1.
Slide 6: Attractive Acquisition Returns and Significant Accretion
Attractive Acquisition Returns and Significant Accretion In-line with Crescent’s Consistent Underwriting Criteria Immediate & Sustainable ✓ Disciplined, Well-Supported Valuation Accretion(1) LFCF Accretion per Share • Valuation covered by >35% >30% existing production base >20% • High-graded invento
Slide 7: Pro Forma Crescent is a Top 10 Independent
Pro Forma Crescent is a Top 10 Independent Catalyzing a Step-Change in Market Positioning Standalone SMID-Cap Positioning Top 10 Liquids-Wtd Independents (Net Production - Mboe/d) (Net Production - Mboe/d) Fitch Rating Fitch Rating BB-(1) BB- B+ B(1) BB- BB+ BB BB BB- BB(1) BB+ BBB- BBB- BBB- BBB BB
Slide 8: Focused Asset Portfolio Across Premier Basins
Focused Asset Portfolio Across Premier Basins High-Quality Asset Base Across the Eagle Ford, Uinta and Permian Basins Asset Portfolio Substantial FCF Generation: ✓ Consistent operating model focused on free cash flow and returns Uinta ✓ Advantaged Asset Profile: Low-decline production with 10+ years
Slide 9: Scaled, High-Quality Asset Positions
Scaled, High-Quality Asset Positions ~1 MM Net Acre Position Across the Eagle Ford, Uinta and Permian Eagle Ford Position Uinta Position Permian Position KIMBLE GILLESPIE GAINES BLANCO TRAVIS DAWSON BORDEN EDWARDS BASTROP KERR HAYS KENDALL COMAL CALDWELL FAYETTE REAL ANDREWS BANDERA MARTIN HOWARD GU
Slide 10: Increasing Proven Inventory, Reducing Capital Intensity
Increasing Proven Inventory, Reducing Capital Intensity Vital Inventory Immediately Competes for Capital; PF Operating Plan Lowers Reinvestment Rate (Target ~50%) and Increases Free Cash Flow Substantial Inventory(1) Competitive Economics(2) Capital Discipline (Gross Locations) (Delaware Oil EUR – B
Slide 11: Combination Offers Significant Synergy Potential
Combination Offers Significant Synergy Potential Immediate Cost of Capital, Overhead and Capital Allocation Benefits Plus Potential for Significant Operating Efficiencies Synergy Value Potential (Annual Impact - $ in Millions) 5-Yr PV-10 ~$675 MM No operational upside included in transaction underwr
Slide 12: Disciplined Growth with Substantial Free Cash Flow
Disciplined Growth with Substantial Free Cash Flow Consistent Focus on Capital Discipline and Free Cash Flow Generation Consistent FCF 5-Year Outlook - Cumulative LFCF(1) Generation (Annual CRGY LFCF - $MM) ($BN) Market Capitalization $825 $6.0 $630 $4.0 $484 $310 $277 $2.0 $0.0 2021 2022 2023 2024
Slide 13: Capital Allocation Priorities – Putting Investors First
Capital Allocation Priorities – Putting Investors First Priority #1A Financial Strength 1.0x long-term leverage target Up to 1.5x for accretive acquisitions Priority #1B Returning Capital to Shareholders Fixed Dividend: $0.12 per share per quarter(1) A B Returns-Driven Investing: Priority #2 Target
Slide 14: Enhances "Investment Grade" Quality Balance Sheet
Enhances “Investment Grade” Quality Balance Sheet Line of Sight to IG Rating with Leverage Accretive Business Plan Improving Cost of Capital Sustained De-Leveraging: ✓ (Average Yield to Worst) Well-hedged FCF plus ~$1 BN ~400 - 450 bps 12.00% advantage Potential pipeline of non-core divestitures imp
Slide 15: Free Cash Flow Supports Peer-Leading Return of Capital
Free Cash Flow Supports Peer-Leading Return of Capital Shareholders to Receive Consistent and Peer-Leading Fixed Dividend Return of Capital Framework: Fixed Dividend Yield Comparison(2) 7.2% Consecutive 13 Priority Fixed Dividend: #1 • $0.12 / share per quarter of dividend payments(3) years 5.4% 6.0
Slide 16: Proven Track Record of Returns-Driven Growth Through M&A
Proven Track Record of Returns-Driven Growth Through M&A Crescent Has Demonstrated its Ability to Successfully Acquire and Integrate ✓ Consistent Underwriting Criteria • Cash-on-cash returns, equity Proven Acquisition Strategy(1) (# of Crescent Acquisitions) accretion and maintaining a 6 strong bala
Slide 17: Crescent has Transformed the Business Since Going Public
Crescent has Transformed the Business Since Going Public Proven Track Record of Transformative Growth Through Consistent Execution Scaled Production Base Substantial Cash Flow Strong Balance Sheet (Net Production - Mboe/d) (Annual EBITDA - $BN)(1) (Credit Profile) Credit Ratings Avg. Leverage (Moody
Slide 18: Acquisition Strategy Demonstrated Across the Eagle Ford
Acquisition Strategy Demonstrated Across the Eagle Ford Eagle Ford Case Study: CRGY’s Execution in Acquiring Assets and Improving Performance to Build a Basin-Leading Position Leading Eagle Ford Position ✓ Returns-Driven M&A: 7 accretive Eagle Ford More than tripled net acres, production and invento
Slide 19: Strengthens Leading Growth Through Acquisition Platform
Strengthens Leading Growth Through Acquisition Platform >$60 BN of Opportunity Surrounding the Combined Footprint Eagle Ford Opportunity Permian Opportunity Crescent Crescent Minerals PF Crescent Growth Opportunity Growth Opportunity Growth Opportunity Remaining Growth Opportunity Remaining (% of th
Slide 20: Crescent Provides A Unique Investment Opportunity
Crescent Provides A Unique Investment Opportunity CRGY Provides Differentiated Growth and Value for Investors ✓ Top 10 independent with scaled asset positions across premier basins ✓ Consistent strategy delivering accretive growth through disciplined investing and operational execution ✓ Substantial
Slide 21: Appendix
Crescent Energy Appendix
Slide 22: Scaled Enterprise Primed for Sustainable Value Creation
Scaled Enterprise Primed for Sustainable Value Creation Attractive Combination of Scale, Balance Sheet Strength and Advantaged Capital Markets Positioning Pro Forma Business ($ in millions) CRGY Enterprise Value(1) ~$6,100 ~$2,900 ~$9,100 ~49%+ Significant 2025E Production ~258 ~138 ~397 ~54%+ Scale
Slide 23: Framework for 2026 Capital Allocation
Framework for 2026 Capital Allocation Operating Plan Focused on Flexible Capital Allocation and FCF Generation Pro Forma Focus Areas Operational Overview: Reducing Capital Intensity, Improving • Executing on proven CRGY operating Reinvestment Rate strategy; moderating activity levels versus each com
Slide 24: Enhanced Scale Supports Efficient Operations
Enhanced Scale Supports Efficient Operations Combined Company Focused on Peer-leading Organizational Efficiency • Pro forma company benefits from significant operating and investing expertise • The combined company maintains attractive G&A metrics relative to peers Q2 2025A Cash G&A / Boe(1) $5.77 $
Slide 25: Pro Forma Hedge Position: Liquids
Pro Forma Hedge Position: Liquids Q3 2025 Q4 2025 FY 2026 FY 2027 NYMEX WTI (Bbls, $/Bbl) Swaps Total Daily Volumes 101,700 107,700 59,823 9,000 WA Swap Price $69.97 $68.52 $65.07 $61.07 Collars Total Daily Volumes 16,000 16,000 16,446 -- WA Long Put Price $62.03 $62.03 $60.18 -- WA Short Call Price
Slide 26: Pro Forma Hedge Position: Gas
Pro Forma Hedge Position: Gas Q3 2025 Q4 2025 FY 2026 FY 2027 NYMEX Henry Hub (MMBtu, $/MMBtu) Swaps Total Daily Volumes 187,000 203,739 269,370 -- WA Swap Price $3.83 $4.16 $4.05 -- Collars Total Daily Volumes 171,000 227,522 126,521 -- WA Long Put Price $3.03 $3.17 $3.08 -- WA Short Call Price $5.
Slide 27: Non-GAAP Measures
Non-GAAP Measures Present value (discounted at PV-10) is not a financial measure calculated in accordance with GAAP because it does not include the effects of income taxes on future net revenues. PV-10 does not represent an estimate of the fair market value of Crescent’s or Vital’s oil and natural g
Slide 28: Stay Connected.
Stay Connected. Crescent Energy
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