SCHEDULE: Crescent Energy: Liberty Mutual Foundation Takes 14.5% Stake
Amendment to Schedule 13D
Liberty Mutual Foundation Inc. has become a significant beneficial owner of Crescent Energy Company's Class A Common Stock, holding approximately 14.5% after an internal transfer.
Summary
- PT Independence Energy Holdings LLC transferred 36,813,628 shares of Crescent Energy Company's Class A Common Stock to Liberty Mutual Insurance Company on December 16, 2025.
- Liberty Mutual Insurance Company subsequently transferred these 36,813,628 shares to Liberty Mutual Foundation Inc. on December 18, 2025.
- As a result of these transfers, PT Independence Energy Holdings LLC no longer holds any Class A Common Stock.
- Liberty Mutual Foundation Inc. now directly holds 36,813,628 shares of Class A Common Stock.
- Liberty Energy Holdings LLC directly holds 80,783 shares of Class A Common Stock, which includes 39,665 restricted stock units issued to director designees of the Reporting Persons.
- The aggregate beneficial ownership by the Reporting Persons (excluding PT Independence Energy Holdings LLC) is 36,894,411 shares of Class A Common Stock.
- This aggregate beneficial ownership represents approximately 14.5% of the outstanding Class A Common Stock, based on 254,641,591 shares reported outstanding in the Issuer's Quarterly Report on Form 10-Q filed on November 3, 2025.
- Liberty Mutual Foundation Inc. has acceded to the Registration Rights Agreement with the Issuer and the Specified Rights Agreement, taking over the rights previously held by PT Independence Energy Holdings LLC.
Sentiment
Score: 6
Explanation: The filing details an internal restructuring of beneficial ownership, transferring a significant stake to a charitable foundation within the same corporate group. This is a neutral event for the company's operations but could be seen as slightly positive due to the potential for long-term, stable ownership by a foundation.
Positives
- The transfer of a significant block of shares to Liberty Mutual Foundation Inc., a charitable foundation within the same corporate group, may indicate a long-term, stable holder for these shares.
Future Outlook
NA
Industry Context
This filing primarily details an internal ownership restructuring within the Liberty Mutual group and does not provide broader industry context or trends for Crescent Energy Company or its sector.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director, Liberty Mutual Foundation Inc. | NA | Vlad Barbalat | NA | Listed as a director of Liberty Mutual Foundation Inc., a newly added reporting person. |
| Director, Liberty Mutual Foundation Inc. | NA | Damon P. Hart | NA | Listed as a director of Liberty Mutual Foundation Inc., a newly added reporting person. |
| Director, Liberty Mutual Foundation Inc. | NA | James Michael MacPhee | NA | Listed as a director of Liberty Mutual Foundation Inc., a newly added reporting person. |
| Director, Liberty Mutual Foundation Inc. | NA | Hamid Talal Mirza | NA | Listed as a director of Liberty Mutual Foundation Inc., a newly added reporting person. |
| Director, Liberty Mutual Foundation Inc. | NA | Timothy Michael Sweeney | NA | Listed as a director of Liberty Mutual Foundation Inc., a newly added reporting person. |
| Director, Liberty Mutual Foundation Inc. | NA | Neeti Bhalla Johnson | NA | Listed as a director of Liberty Mutual Foundation Inc., a newly added reporting person. |
| Director, Liberty Mutual Foundation Inc. | NA | Monica Caldas | NA | Listed as a director of Liberty Mutual Foundation Inc., a newly added reporting person. |
| Director, Liberty Mutual Foundation Inc. | NA | Melanie Marie Foley | NA | Listed as a director of Liberty Mutual Foundation Inc., a newly added reporting person. |
| Director, Liberty Mutual Foundation Inc. | NA | Julie Marie Haase | NA | Listed as a director of Liberty Mutual Foundation Inc., a newly added reporting person. |
| Director, Liberty Mutual Foundation Inc. | NA | Ann T. Stanberry | NA | Listed as a director of Liberty Mutual Foundation Inc., a newly added reporting person. |
| Officer, Liberty Mutual Foundation Inc. | NA | Damon P. Hart | NA | Listed as an officer of Liberty Mutual Foundation Inc., a newly added reporting person. |
| Officer, Liberty Mutual Foundation Inc. | NA | Vlad Barbalat | NA | Listed as an officer of Liberty Mutual Foundation Inc., a newly added reporting person. |
| Officer, Liberty Mutual Foundation Inc. | NA | Julie Marie Haase | NA | Listed as an officer of Liberty Mutual Foundation Inc., a newly added reporting person. |
| Officer, Liberty Mutual Foundation Inc. | NA | Melanie Marie Foley | NA | Listed as an officer of Liberty Mutual Foundation Inc., a newly added reporting person. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Reporting Person Addition | Liberty Mutual Foundation Inc. has been added as a reporting person, formalizing its role in the beneficial ownership structure within the Liberty Mutual group. | 2025-12-18 | This change clarifies the entities exercising beneficial ownership and control over the shares, reflecting an internal restructuring. |
| Agreement Accession | Liberty Mutual Foundation Inc. became a party to the Registration Rights Agreement and acceded to the rights of PT Independence Energy Holdings LLC under the Specified Rights Agreement. | 2025-12-18 | Ensures that the new beneficial owner retains the same rights and obligations regarding registration and other specified matters as the previous owner within the group. |
| Joint Filing Agreement | The Reporting Persons have entered into a joint filing agreement. | NA | Formalizes the collective reporting obligations for the group of beneficial owners, streamlining SEC compliance. |
Related Party Transactions
- The transfer of 36,813,628 shares of Class A Common Stock from PT Independence Energy Holdings LLC (through Liberty Energy Holdings, LLC) to Liberty Mutual Insurance Company on December 16, 2025, is a related party transaction.
- The subsequent transfer of 36,813,628 shares from Liberty Mutual Insurance Company to Liberty Mutual Foundation Inc. on December 18, 2025, is also a related party transaction, as all involved entities are part of the broader Liberty Mutual group.
- The Reporting Persons, other than PT Independence Energy Holdings LLC, may be deemed to beneficially own shares due to common control within the Liberty Mutual group.
- Despite common control, Liberty Mutual Foundation Inc. has no pecuniary interest in the shares owned by the other Reporting Persons, and such other Reporting Persons have no pecuniary interest in the shares owned by Liberty Mutual Foundation Inc.
Stakeholder Impact
- Shareholders: The internal transfer of a significant block of shares to a charitable foundation within the same corporate group may signal a long-term, stable holder, potentially reducing short-term trading volatility from this block.
- Company Management: The underlying control and influence over the shares remain within the broader Liberty Mutual group, suggesting minimal direct impact on Crescent Energy Company's management or strategic direction.
Next Steps
- Liberty Mutual Foundation Inc. will continue to be a party to the Registration Rights Agreement and the Specified Rights Agreement, maintaining the rights previously held by PT Independence Energy Holdings LLC.
Key Dates
| Date | Description |
|---|---|
| 2021-12-17 | Original Schedule 13D filed by the Original Reporting Persons. |
| 2022-09-14 | Amendment No. 1 to the Schedule 13D filed. |
| 2024-05-17 | Amendment No. 2 to the Schedule 13D filed. |
| 2024-08-09 | Amendment No. 3 to the Schedule 13D filed. |
| 2024-08-27 | Amendment No. 4 to the Schedule 13D filed. |
| 2025-11-03 | Date of Issuer's Quarterly Report on Form 10-Q, reporting 254,631,591 shares of Class A Common Stock outstanding. |
| 2025-12-15 | Issuer's acquisition of Vital Energy, Inc. (shares issued in connection with this acquisition are not included in the 14.5% calculation base). |
| 2025-12-16 | Transfer of 36,813,628 shares from PT Independence Energy Holdings LLC (through Liberty Energy Holdings, LLC) to Liberty Mutual Insurance Company. |
| 2025-12-18 | Date of event requiring this filing; transfer of 36,813,628 shares from Liberty Mutual Insurance Company to Liberty Mutual Foundation Inc. |
| 2025-12-22 | Signature date for Amendment No. 5 to the Schedule 13D. |
Recommendation
holdThis filing details an internal restructuring of beneficial ownership within the Liberty Mutual group, transferring a significant stake in Crescent Energy Company to Liberty Mutual Foundation Inc. It does not provide new information regarding Crescent Energy's operational performance, financial health, or strategic direction. As such, it is a neutral event for the stock's fundamental valuation. An investor would likely maintain their current position based on existing analysis of Crescent Energy's business, as this ownership change does not alter the investment thesis.
Keywords
Crescent Energy Company, Schedule 13D, beneficial ownership, share transfer, Liberty Mutual Foundation, Class A Common Stock, institutional ownership, corporate governance, SEC filing
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