Equity and Redeemable Noncontrolling Interests

12 Months Ended

Dec. 31, 2024

Equity and Redeemable Noncontrolling Interests

Equity

Class A and Class B Common Stock

As of December 31, 2024 and 2023, we had 187,070,725 and 91,608,800 shares of Class A Common Stock and 65,948,124 and 88,048,124 shares of Class B Common Stock outstanding, respectively. Our Class A Common Stock is publicly traded, while our Class B Common Stock is 100% owned by the former owners of Independence. We paid dividends of $0.48 and $0.53 per share of Class A Common Stock during the years ended December 31, 2024 and 2023, respectively.

Equity Transactions

2024 Equity Transactions

In December 2024, we conducted an underwritten public offering of 24.7 million shares of Class A Common Stock at a price to the public of $14.00 per share (not including underwriter discounts and commissions) (the "December 2024 Equity Issuance"). This included 3.2 million shares of Class A Common Stock that were issued upon the underwriters exercise of their 30-day option to purchase additional shares to cover over-allotments pursuant to the related underwriting agreement. We received net proceeds of approximately $329.3 million from the 2024 Equity Issuance, after deducting underwriting fees and expenses.

On April 1, 2024, Independence Energy Aggregator L.P., the entity through which certain private investors in affiliated KKR entities held their interests in us, exercised its redemption right with respect to 6.0 million OpCo Units, and such OpCo Units were exchanged for an equivalent number of shares of Class A Common Stock and a corresponding number of shares of Class B Common Stock were cancelled (the "April 2024 Class A Redemption"). The shares of Class A Common Stock were subsequently sold by Independence Energy Aggregator L.P. at a price per share of $10.74, pursuant to Rule 144, through a broker-dealer. We did not receive any proceeds or incur any material expenses related to the April 2024 Class A Redemption.

In March 2024, 16.1 million OpCo Units were acquired from Independence Energy Aggregator L.P. and we cancelled a corresponding number of shares of Class B Common Stock (the "March 2024 Redemption"). Of the total OpCo Units acquired, 13.8 million were exchanged for shares of Class A Common Stock, which were subsequently sold in an underwritten public offering at a price to the public of $10.50 per share, or a net price of $9.87 per share after deducting the underwriters' discounts and commissions, from which we did not receive any proceeds, nor incur any material expenses with respect to such

acquisition. In connection with the underwritten public offering, we repurchased 2.3 million OpCo Units from Independence Energy Aggregator L.P. for $22.7 million in cash and we cancelled a corresponding number of shares of Class B Common Stock (the "March 2024 Repurchase," together with the March 2024 Redemption, the "March 2024 Equity Transactions").

As a result of the December 2024, April 2024 Class A Redemption and the March 2024 Equity Transactions (the "2024 Equity Transactions"), the total number of shares of our Class A Common Stock increased by 44.5 million shares and the total number of shares of our Class B Common Stock decreased by 22.1 million shares. Redeemable noncontrolling interests decreased by $515.0 million while APIC increased by $821.5 million as a result of the 2024 Equity Transactions.

2023 Equity Transactions

In September 2023, we conducted an underwritten public offering of 12.7 million shares of Class A Common Stock at a price to the public of $12.25 per share (not including underwriter discounts and commissions). This includes 1.7 million shares of Class A Common Stock that were issued upon the underwriters exercise of their 30-day option to purchase additional shares to cover over-allotments pursuant to the related underwriting agreement. We received net proceeds of $145.7 million from the such issuance (the "2023 Equity Issuance," and together with the 2024 Equity Issuance, the "Equity Issuances"), after deducting underwriting fees and expenses.

During 2023, an affiliate of KKR exercised its redemption right with respect to approximately 30.6 million OpCo Units , and such OpCo Units were exchanged for an equivalent number of shares of Class A Common Stock and a corresponding number of shares of Class B Common Stock were cancelled (the "2023 Class A Redemption"); 27.6 million of such shares of Class A Common Stock were subsequently distributed to certain of its legacy investors in privately-managed funds and accounts; 3.0 million of such shares of Class A Common Stock were subsequently sold by such affiliate of KKR at a price per share of $10.90, pursuant to Rule 144, through a broker-dealer. We did not receive any proceeds or incur any material expenses associated with the 2023 Class A Redemption.

2022 Equity Transactions

In September 2022, Independence Energy Aggregator L.P., the entity through which certain affiliated entities held their interests in us, exchanged 6.3 million units representing membership interests in OpCo (together with a corresponding number of shares of our Class B Common Stock) for shares of our Class A Common Stock and agreed to sell 5.75 million shares of our Class A Common Stock (the "Offering") at a price to the public of $15.00 per share, or a net price of $14.10 per share after deducting the underwriters' discounts and commissions. We did not receive any cash proceeds from the Offering. Concurrent with the closing of the Offering, we repurchased an aggregate of approximately 2.6 million OpCo Units from PT Independence Energy Holdings LLC for $36.2 million and cancelled a corresponding number of shares of our Class B Common Stock (the "Concurrent OpCo Unit Purchase," and, together with the Offering, the "2022 Equity Transactions"). As a result of the 2022 Equity Transactions, the total number of shares of our Class A Common Stock increased by 6.3 million shares, including 0.6 million shares of our Class A Common Stock that were not included as part of the Offering, but rather issued in exchange for shares of Class B Common Stock and distributed in-kind by Independence Energy Aggregator L.P. to affiliates, and the number of shares of our Class B Common Stock decreased by approximately 8.9 million. Redeemable noncontrolling interests decreased by $158.1 million while APIC increased by $121.8 million as a result of the 2022 Equity Transactions and to reflect the new ownership of OpCo.

Treasury stock

At December 31, 2024 and 2023, our treasury stock shares represent shares we withheld associated with the payroll tax withholding obligations due from employees upon the vesting of stock awards. We include the shares withheld as Treasury stock on our consolidated balance sheets and separately pay the payroll tax obligation. These retained shares are not part of a publicly announced program to repurchase shares of our Class A Common Stock and are accounted for at cost.

Our Board of Directors authorized a stock repurchase program on March 4, 2024 with an approved limit of $150.0 million and a two-year term. Repurchases may be of our Class A Common Stock or of OpCo Units (with the cancellation of a corresponding number of shares of our Class B Common Stock). Such repurchases may be made by Crescent or by OpCo, as applicable, and may be made from time to time in the open market, in privately negotiated transactions, through purchases made in accordance with the Rule 10b5-1 of the Exchange Act or by such other means as will comply with applicable state and federal securities laws. The timing of any repurchases under the stock repurchase program will depend on market conditions, contractual limitations and other considerations. The program may be extended, modified, suspended or discontinued at any time, and does not obligate us to repurchase any dollar amount or number of securities. The 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the IRA 2022 applies to repurchases of our Class A Common Stock pursuant to our stock repurchase program.

We record treasury stock purchases at cost, which includes incremental direct transaction costs. Amounts are recorded as a reduction to equity on our consolidated balance sheets. For the year ended December 31, 2024, we repurchased 0.7 million shares of our Class A Common Stock for $7.8 million, at an average price of $10.70 per share ("2024 Class A Repurchases"), and in connection therewith, we cancelled a corresponding number of OpCo units held by us. When combining our 2024 Class A Repurchases with our March 2024 Repurchase, we have $119.5 million remaining under our stock repurchase program.

Noncontrolling interests

We record noncontrolling interest associated with third party ownership interests in our subsidiaries. Income or loss associated with these interests is classified as net income (loss) attributable to noncontrolling interest on our consolidated statements of operations.

Redeemable Noncontrolling Interests

In 2021, 127.5 million OpCo Units were issued to the former owners of Independence. The former owners of Independence also own all outstanding shares of our Class B Common Stock. Pursuant to the OpCo LLC Agreement, holders of OpCo Units, other than the Company, may redeem all or a portion of their OpCo Units, together with a corresponding number of shares of Class B Common Stock, for either (a) shares of Class A Common Stock or (b) an approximately equivalent amount of cash as determined pursuant to the terms of the OpCo LLC Agreement, at the election of the Company. In connection with the exercise of such redemption, a corresponding number of shares of Class B Common Stock will be cancelled. The redemption election is not considered to be within the control of the Company because the holders of Class B Common Stock and their affiliates control the Company through direct representation on the Board of Directors. As a result, we present the noncontrolling interests in OpCo as redeemable noncontrolling interests outside of permanent equity. Redeemable noncontrolling interest is recorded at the greater of the carrying value or redemption amount with a corresponding adjustment to additional paid-in capital. The redemption amount is based on the 10-day volume-weighted average closing price (“VWAP”) of Class A Common Stock at the end of the reporting period. Changes in the redemption value are recognized immediately as they occur, as if the end of the reporting period was also the redemption date for the instrument, with an offsetting entry to additional paid-in capital.

The 2024 Equity Transactions reduced the number of shares of our Class B Common Stock by 22.1 million shares. In addition, the 2024 Equity Transactions resulted in the transfer of 19.8 million OpCo Units to Crescent and the repurchase, by OpCo, of 2.3 million OpCo Units for $22.7 million in cash. As a result of the transfer of additional OpCo Units to Crescent, we reclassified $448.0 million from Redeemable noncontrolling interests to Additional paid-in capital.

In September 2023, the proceeds from the 2023 Equity Issuance, including the exercise of the underwriters' over-allotment, were contributed by Crescent to OpCo in exchange for 12.7 million OpCo Units. As a result of the additional OpCo Units owned by Crescent, we reclassified $65.8 million from Redeemable noncontrolling interests to Additional paid-in capital.

During 2023, the Class A Conversion reduced the number of shares of our Class B Common Stock outstanding by 30.6 million shares. A corresponding number of OpCo Units were transferred to Crescent, which reduced the value of our Redeemable noncontrolling interests by $679.6 million.

From December 31, 2021 through December 31, 2024, we recorded adjustments to the value of our redeemable noncontrolling interests as shown below:


	Redeemable Noncontrolling Interest
	(in thousands)





Balance as of December 31, 2021	$	2,325,013
Net income attributable to redeemable noncontrolling interests	381,257
Contributions	5,985
Distributions	(213)
Cash distributions from OpCo initiated by Class A common stock dividend, Manager Compensation and income taxes, net	(126,384)
Accrued OpCo cash distribution initiated by Manager Compensation	(9,513)
Equity-based compensation	18,623
Cancellation of OpCo Units associated with 2022 Equity Transactions	(158,065)
Balance as of December 31, 2022	$	2,436,703
Net income attributable to redeemable noncontrolling interests	253,909
Contributions	1,238
Distributions	(417)
Cash distributions from OpCo initiated by Class A common stock dividend, Manager Compensation and income taxes, net	(80,805)
Accrued OpCo cash distribution initiated by Manager Compensation	(6,794)
Equity-based compensation	42,782
Change in redeemable noncontrolling interests associated with the Class A Conversions	(679,567)
Change in redeemable noncontrolling interests associated with the 2023 Equity Issuance	(65,841)
Balance as of December 31, 2023	$	1,901,208
Net (loss) attributable to redeemable noncontrolling interests	(21,863)
Distributions	(293)
Cash distributions from OpCo initiated by Class A common stock dividend, Manager Compensation and income taxes, net	(48,008)
Accrued OpCo cash distribution initiated by Manager Compensation	(4,525)
Equity-based compensation	67,042
Repurchase of redeemable noncontrolling interest	(10,569)
Change in redeemable noncontrolling interests associated with the 2024 Equity Transactions	(514,955)
Change in redeemable noncontrolling interests associated with the SilverBow Merger	(143,540)
Cancellation of OpCo Units associated with 2024 Class A Repurchases	3,832
Balance as of December 31, 2024	$	1,228,329