SCHEDULE 13D/A: Goff Family Entities Report Reduced Stake in Crescent Energy Below 5% Threshold Due to Share Dilution

Goff family entities, including John C. Goff and Travis Goff, have filed an amended Schedule 13D indicating their beneficial ownership in Crescent Energy Company's Class A Common Stock has fallen below 5% due to recent share issuances and the conversion of Class B shares.

Summary

• The filing is Amendment No. 2 to a Schedule 13D, updating beneficial ownership of Crescent Energy Company's Class A Common Stock.
• The primary reason for the amendment is the reduction of the reporting persons' beneficial ownership percentage below 5% due to dilution from the issuance of additional Class A Common Stock by Crescent Energy Company.
• This dilution includes the conversion of all of the Issuer's Class B Common Stock into Class A Common Stock, effective April 4, 2025, as announced by the Issuer on April 8, 2025.
• As of May 23, 2025, John C. Goff beneficially owns 9,805,786 shares, representing 3.8% of the Class A Common Stock.
• Travis Goff beneficially owns 6,639,865 shares, representing 2.6% of the Class A Common Stock.
• The total Class A Common Stock outstanding as of April 30, 2025, was 255,246,489 shares, as reported in the Issuer's Form 10-Q filed on May 5, 2025.
• John C. Goff received Restricted Stock Units (RSUs) as compensation for his service as Chairman of the Issuer's Board of Directors, with awards in April 2022 (9,131 shares), April 2023 (20,357 shares), April 2024 (25,492 shares), and April 2025 (19,669 shares). The awards from 2022, 2023, and 2024 have vested.

Sentiment

Score: 5

Explanation: The document is a factual report of changes in beneficial ownership percentage due to dilution, not a reflection of company performance or strategic shifts. It is neutral in sentiment.

Positives

• John C. Goff continues to receive RSU awards as compensation for his role as Chairman of the Board, indicating ongoing engagement and alignment with the company's performance.

Negatives

• The beneficial ownership percentage of the Goff family entities has decreased below the 5% threshold, primarily due to dilution from the issuance of additional shares by the Issuer, which can reduce the proportional influence of existing shareholders.

Risks

• Dilution of existing shareholder ownership percentage due to the issuance of new shares, including the conversion of Class B to Class A Common Stock.

Future Outlook

John C. Goff's Restricted Stock Units awarded in April 2025, representing 19,669 shares of Common Stock, are expected to vest within one year after the grant date, subject to his continued service on the Board.

Management Comments

• John C. Goff was awarded RSUs as compensation for his service as Chairman of the Issuer's Board of Directors.

Industry Context

This filing is a routine ownership disclosure and does not provide specific insights into broader industry trends or competitive positioning beyond the company's capital structure changes.

Corporate Governance

Related Party Transactions

• John C. Goff, as Chairman of the Issuer's Board of Directors, received Restricted Stock Units (RSUs) as compensation from the Issuer.

Stakeholder Impact

• Shareholders: The issuance of additional Class A Common Stock and the conversion of Class B shares resulted in dilution, reducing the percentage ownership of existing Class A shareholders, including the reporting persons.

Next Steps

• Vesting of John C. Goff's 19,669 Restricted Stock Units awarded in April 2025, expected within one year.

Key Dates

Keywords

Crescent Energy Company, SEC filing, Schedule 13D, beneficial ownership, share dilution, Class A Common Stock, Class B Common Stock, John C. Goff, Travis Goff, restricted stock units, corporate governance, energy sector