Form 4: Crescent Energy 10% Owner Transfers 36.8M Shares

A major 10% owner of Crescent Energy, PT Independence Energy Holdings LLC, has disclosed a planned transfer of over 36.8 million Class A Common Stock shares to Liberty Mutual Foundation Inc. at a $0 price.

Summary

• PT Independence Energy Holdings LLC, a 10% owner and director-by-deputization of Crescent Energy Co (CRGY), reported a planned disposition of 36,813,628 shares of Class A Common Stock.
• The transaction, scheduled for December 16, 2025, is a transfer (Code G) at a price of $0 per share, indicating a gift or non-sale transfer.
• The shares are being transferred through Liberty Energy Holdings, LLC (LEH) and Liberty Mutual Insurance Company to Liberty Mutual Foundation Inc.
• Following this transfer, PT Independence Energy Holdings LLC will no longer directly own any shares.
• Liberty Energy Holdings, LLC (LEH) may be deemed to beneficially own the shares held by the Foundation due to common control, but has no pecuniary interest in these specific shares.
• The filing indicates that the transaction was made pursuant to a Rule 10b5-1(c) plan, signifying a pre-arranged sale or transfer plan.
• The complex ownership structure involves multiple Liberty Mutual entities, including Liberty Mutual Insurance Company, Liberty Mutual Group Inc., LMHC Massachusetts Holdings Inc., and Liberty Mutual Holding Company Inc., all of which are considered reporting persons due to their indirect beneficial ownership and director-by-deputization status.
• Bevin Brown, an officer of LEH and a director of Crescent Energy, along with another former LEH officer/director, have agreed to transfer any director compensation, including shares from Restricted Stock Units (RSUs), to LEH.

Sentiment

Score: 5

Explanation: The filing is a standard disclosure of a planned insider transaction (a gift/transfer) and does not contain information that would significantly alter the operational or financial sentiment of the company. It primarily details a change in beneficial ownership structure among related entities.

Negatives

• PT Independence Energy Holdings LLC will no longer directly own shares in Crescent Energy Co following the transfer, reducing its direct stake.

Risks

• The complex beneficial ownership structure involving multiple Liberty Mutual entities and disclaimers of pecuniary interest could lead to confusion regarding ultimate control or influence over the shares.

Future Outlook

The filing details a pre-planned transaction scheduled for December 16, 2025, indicating a future change in direct beneficial ownership for PT Independence Energy Holdings LLC.

Management Comments

• Bevin Brown, an officer of LEH and a director of Crescent Energy, and another former LEH officer who served on the board, have agreed to transfer any director compensation received from Crescent Energy, including shares from Restricted Stock Units, to LEH.

Industry Context

This Form 4 filing primarily concerns a change in beneficial ownership by a significant institutional investor group (Liberty Mutual entities) in Crescent Energy, rather than an operational or strategic update for the company. Such transfers within a related corporate structure are common for large investment groups managing their portfolios or philanthropic endeavors.

Corporate Governance

Related Party Transactions

• Transfer of 36,813,628 shares from PT Independence Energy Holdings LLC to Liberty Mutual Foundation Inc. through related entities (Liberty Energy Holdings, LLC and Liberty Mutual Insurance Company).
• Agreement by Bevin Brown and another LEH officer (who served as directors of Crescent Energy) to transfer all director compensation, including RSU shares, to Liberty Energy Holdings, LLC.

Stakeholder Impact

• Shareholders: Will observe a significant change in the direct beneficial ownership of a major 10% owner, though the shares remain within the broader Liberty Mutual corporate family.
• Liberty Mutual Foundation Inc.: Will become the direct holder of a substantial block of Crescent Energy shares.

Next Steps

• The reported transaction of 36,813,628 shares is scheduled to occur on December 16, 2025.

Key Dates

Keywords

Crescent Energy, CRGY, Form 4, Insider Transaction, Beneficial Ownership, Share Transfer, Liberty Mutual, 10b5-1 Plan, Director-by-Deputization