We and certain of our subsidiaries have entered into incentive compensation award agreements to grant profits interest awards, restricted stock units ("RSUs"), performance stock units ("PSUs") and other incentive awards to our employees, our Manager, and non-employee directors. The following table summarizes compensation cost we recognized in connection with our equity-based compensation awards for the years indicated:


	Year Ended December 31,
	2024		2023		2022
	(in thousands)
Equity-based compensation expense (income):
Liability-classified profits interest awards	$	3,446	$	298	$	10,137
Equity-classified profits interest awards	(11,649)		12,799		2,403
Equity-classified LTIP RSU awards	2,999		1,685		1,192
Equity-classified LTIP PSU awards	639		118		—
Equity-classified Manager PSUs	188,138		68,036		24,331
SilverBow Merger awards	9,908		—		—
Total equity-based compensation expense (income)	$	193,481	$	82,936	$	38,063
Tax benefit related to equity-based compensation awards	$	851	$	277	$	—

We issue profits interests that are liability-classified stock-based compensation awards. These awards contain different vesting conditions ranging from performance-based conditions that vest upon the achievement of certain return thresholds to time-based service requirements ranging from one year to four years. Each of these profits interests is liability-classified because of certain features within these awards that predominantly contain characteristics of liability instruments. Compensation cost for these awards is presented within General and administrative expense on the consolidated statements of operations with a corresponding credit to other long-term liabilities on the consolidated balance sheets.

We did not have any unrecognized compensation cost related to time-based unvested liability-classified profits interest awards at December 31, 2024 and 2023. Unrecognized compensation cost related to performance-based unvested liability classified profits interest awards was $2.9 million as of December 31, 2024 and $3.8 million at December 31, 2023, respectively. As of December 31, 2024 and 2023, we carried $4.5 million and $5.8 million in Other liabilities on the consolidated balance sheets, respectively. Transactions involving all of our unvested liability-classified stock-based compensation profits interests awards is summarized below:


	Year Ended December 31,
	2024		2023		2022
	(units in thousands)
Beginning balance	1		1		708
Granted	371		—		—

Vested	(371)		—		—
Forfeited	—		—		(707)
Ending balance	1		1		1

	(in millions)
Fair value of vested awards	$	7.3	$	—	$	—
Cash settlements of liability-classified profits interest awards	7.3		—		—

During the year ended December 31, 2022, we entered into amendments to the award agreements of certain of our liability-classified profits interests, which resulted in a modification from liability classification to equity classification. As a result, we recorded a reclassification of $7.3 million from other long-term liabilities to noncontrolling interest on the consolidated balances sheets during the year ended December 31, 2022.

We issue equity-classified profits interests awards that contain different vesting conditions ranging from performance-based conditions that vest upon the achievement of certain return thresholds to time-based service requirements ranging from one year to four years. Each of these profits interests is equity-classified because of certain features within these awards that predominantly contain characteristics of equity instruments. Compensation cost for these awards is presented within General and administrative expense on the consolidated statements of operations with a corresponding credit to Additional paid-in capital on the consolidated balance sheets.

Unrecognized compensation cost related to time-based unvested equity-classified profits interest awards was $0.8 million and $25.4 million at each of December 31, 2024 and 2023 and is expected to be recognized over a remaining weighted average service period of 1.0 year and 2.7 years, respectively. Unrecognized compensation cost related to our performance based equity-classified profits interest awards was $1.5 million and $37.7 million as of December 31, 2024 and 2023, respectively. Transactions involving all of our unvested equity-classified profits interest awards, including weighted average grant date fair values, are summarized below:


	Units	Weighted average grant date fair value
	(in thousands)









Unvested at December 31, 2022	118,801	$	0.66
Granted	433	54.97

Vested	(15)	—
Forfeited	(12,630)	0.78
Unvested at December 31, 2023	106,589	$	0.86
Granted	—	—
Modified	—	—
Vested	(43,905)	0.14
Forfeited	(2,784)	29.23
Unvested at December 31, 2024	59,900	$	0.07

During the years ended December 31, 2024 and 2023, we granted equity-classified LTIP RSUs under the Crescent Energy Company 2021 Equity Incentive Plan to certain directors, officers and employees. Each LTIP RSU represents the contingent right to receive one share of Class A Common Stock. LTIP RSUs will vest over a period of one to three years, with equity based compensation expense recognized ratably over the applicable vesting period. Compensation cost for these awards is presented within General and administrative expense on the consolidated statements of operations with a corresponding credit to Additional paid-in capital and Redeemable noncontrolling interest on the consolidated balance sheets.

At December 31, 2024 and 2023, we had $2.4 million and $2.4 million of unrecognized compensation cost related to unvested equity-classified LTIP RSU awards, which are expected to be recognized over a remaining weighted average period of 2.1 years and 1.4 years, respectively. The fair value of vested LTIP RSUs during the years ended December 31, 2024 and 2023 was $1.4 million and $1.0 million respectively. Transactions involving all of our unvested equity-classified LTIP RSU awards, including weighted average grant date fair values, are summarized below:


	Restricted Stock Units	Weighted average grant date fair value
	(in thousands)




Unvested at December 31, 2022	130	$	18.41
Granted	243	11.74
Vested	(86)	18.41
Forfeited	—	—
Unvested at December 31, 2023	287	$	12.77
Granted	301	11.45
Vested	(116)	11.99
Forfeited	(26)	17.42
Unvested at December 31, 2024	446	$	11.82

During the years ended December 31, 2024 and 2023, we granted equity-classified LTIP PSUs under the Crescent Energy Company 2021 Equity Incentive Plan to certain employees. Each LTIP PSU represents the right to receive one share of Class A Common Stock, on such LTIP PSU's performance period end date, modified by an amount ranging from 0% to 240% based on certain absolute and relative shareholder return components. Compensation cost for these awards is presented within General and administrative expense on the consolidated statements of operations with a corresponding credit to Additional paid-in capital and Redeemable noncontrolling interest on the consolidated balance sheets.

At December 31, 2024 and 2023, we had $1.6 million and $2.2 million of unrecognized compensation cost related to unvested equity-classified LTIP PSU Awards, which are expected to be recognized over a remaining weighted average period of 2.4 years and 3.7 years. Transactions involving all of our unvested equity-classified LTIP PSU awards, including weighted average grant date fair value, are summarized below:


	Target Class A Shares	Weighted average grant date fair value
	(in thousands)
Unvested at December 31, 2022	—	$	—
Granted	102	22.75
Vested	—	—
Forfeited	—	—
Unvested at December 31, 2023	102	$	22.75
Granted	—	—
Vested	—	—
Forfeited	—	—
Unvested at December 31, 2024	102	$	22.75

We have equity-classified Manager PSUs that were granted in accordance with the Manager Incentive Plan. The Manager PSU performance periods are generally three years with the performance period end dates ranging from December 2024 through December 2028. Each Manager PSU represents the right to receive a target 2% of our issued and outstanding Class A Common Stock on such Manager PSU's performance period end date, modified by an amount ranging from 0% to 240% based on certain absolute and relative shareholder return components. Compensation cost for these awards is presented within General and administrative expense on the consolidated statements of operations with a corresponding credit to Additional paid-in capital and Redeemable noncontrolling interest on the consolidated balance sheets.

During the year ended December 31, 2024, in conjunction with the 2024 Equity Transactions, the closing of the SilverBow Merger, 2024 Class A Repurchases and LTIP RSU award vesting, we increased our Class A Common Stock share count by 95.5 million shares. As a result, the number of equity-classified Manager PSU target shares of Class A Common Stock related to the Crescent Energy Company 2021 Manager Incentive Plan increased by approximately 9.5 million shares. We accounted for this increase as a change in estimate and recognized additional expense of $121.8 million during the year ended December 31, 2024. See NOTE 3 – Acquisitions and Divestitures for more information. The certification of the Company's level of achievement with respect to the first Target PSU for the first three-year-performance period under the Incentive Compensation is in process and is expected to be completed in 2025.

During the year ended December 31, 2023, in conjunction with the 2023 Equity Issuance, Class A Conversions and LTIP RSU award vesting, we increased our Class A Common Stock share count by 43.3 million shares. As a result, the number of equity-classified Manager PSU target Class A Shares granted under the Crescent Energy Company 2021 Manager Incentive Plan increased by 4.3 million shares. We accounted for this increase as a change in estimate and recognized additional expense of $30.4 million during the year ended December 31, 2023.

Unrecognized compensation cost related to unvested awards was $144.0 million and $114.9 million, at a weighted average grant date fair value of $22.75 per share as of December 31, 2024 and 2023, and is expected to be recognized over a remaining weighted-average period of 2.4 years and 2.9 years, respectively. Transactions involving all of our unvested Manager PSUs are summarized below:


			Target Class A Shares
			(in thousands)








Unvested at December 31, 2022			4,827
Granted			4,333
Vested			—
Forfeited			—
Unvested at December 31, 2023			9,160
Granted			9,546
Vested			(3,741)
Forfeited			—
Unvested at December 31, 2024			14,965

On July 30, 2024, in accordance with the Agreement and Plan of Merger, certain of the outstanding SilverBow Equity Awards were modified to be accelerated to vest immediately and certain of the outstanding SilverBow Equity Awards were modified to vest at the maximum level of performance. Accordingly, we recognized a portion of this settlement as consideration transferred in the SilverBow Merger and the remaining settlement was recognized as a one-time charge to equity based compensation expense within General and administrative expense on the consolidated statements of operations during the year ended December 31, 2024. See NOTE 3 – Acquisitions and Divestitures for more information.