Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
Crescent Energy Company (Name of Issuer) |
Class A Common Stock, Par Value of $0.0001 Per Share (Title of Class of Securities) |
44952J104 (CUSIP Number) |
Scott D. Fitzhenry 175 Berkeley Street, Boston, MA, 02116 617-357-9500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/07/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 44952J104 |
| 1 |
Name of reporting person
Liberty Mutual Foundation Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MASSACHUSETTS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,294,411.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Rows 8, 10 and 11 include 39,665 restricted stock units issued to the director designees of the Reporting Persons. (2) Row 13 is based on 330,251,628 shares of Class A Common Stock of the Issuer outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2026.
SCHEDULE 13D
|
| CUSIP No. | 44952J104 |
| 1 |
Name of reporting person
Liberty Mutual Insurance Company | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MASSACHUSETTS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,294,411.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Rows 8, 10 and 11 include 39,665 restricted stock units issued to the director designees of the Reporting Persons. (2) Row 13 is based on 330,251,628 shares of Class A Common Stock of the Issuer outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2026.
SCHEDULE 13D
|
| CUSIP No. | 44952J104 |
| 1 |
Name of reporting person
Liberty Mutual Group Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MASSACHUSETTS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,294,411.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Rows 8, 10 and 11 include 39,665 restricted stock units issued to the director designees of the Reporting Persons. (2) Row 13 is based on 330,251,628 shares of Class A Common Stock of the Issuer outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2026.
SCHEDULE 13D
|
| CUSIP No. | 44952J104 |
| 1 |
Name of reporting person
LMHC Massachusetts Holdings Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MASSACHUSETTS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,294,411.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Rows 8, 10 and 11 include 39,665 restricted stock units issued to the director designees of the Reporting Persons. (2) Row 13 is based on 330,251,628 shares of Class A Common Stock of the Issuer outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2026.
SCHEDULE 13D
|
| CUSIP No. | 44952J104 |
| 1 |
Name of reporting person
Liberty Mutual Holding Company Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MASSACHUSETTS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,294,411.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Rows 8, 10 and 11 include 39,665 restricted stock units issued to the director designees of the Reporting Persons. (2) Row 13 is based on 330,251,628 shares of Class A Common Stock of the Issuer outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2026.
SCHEDULE 13D
|
| CUSIP No. | 44952J104 |
| 1 |
Name of reporting person
Liberty Energy Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,294,411.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Rows 8, 10 and 11 include 39,665 restricted stock units issued to the director designees of the Reporting Persons. (2) Row 13 is based on 330,251,628 shares of Class A Common Stock of the Issuer outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, Par Value of $0.0001 Per Share | |
| (b) | Name of Issuer:
Crescent Energy Company | |
| (c) | Address of Issuer's Principal Executive Offices:
600 Travis Street, Suite 7200, Houston,
TEXAS
, 77002. | |
Item 1 Comment:
This Amendment No. 6 (this "Amendment") amends the statement on Schedule 13D filed with the U.S. Securities and Exhchange Commision (the "SEC") on December 17, 2021, as amended by that certain Amendment No. 1 to the Schedule 13D filed on September 14, 2022, as further amended by that certain Amendment No. 2 to the Schedule 13D, filed on May 17, 2024, as further amended by that certain Amendment No. 3 to the Schedule 13D, filed on August 9, 2024, as further amended by that certain Amendment No. 4 to the Schedule 13D, filed on August 27, 2025, and as further amended by that certain Amendment No. 5 to the Schedule 13D, filed on December 22, 2025 (as so amended, the "Schedule 13D"). This Amendment is the final amendment to the Schedule 13D and an exit filing for the Reporting Purposes. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment shall have the same meanings herein as are ascribed to such terms in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) and 5(b) of the Schedule 13D are hereby amended and restated as follows: Liberty Mutual Foundation Inc. directly holds 4,213,628 shares of Class A Common Stock, and Liberty Energy Holdings LLC directly holds 80,783 shares of Class A Common Stock, including 39,665 shares held by the director designees of the Reporting Persons. As of May 5, 2026, Bevin Brown resigned from the board of directors of the Issuer and the Reporting Persons have no employee director designees serving on the board of directors of the Issuer. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 4,294,411 shares of Class A Common Stock owned directly by Liberty Mutual Foundation Inc. and Liberty Energy Holdings LLC due to their common control. The aggregate number of shares of Class A Common Stock beneficially owned by the Reporting Persons represents approximately 1.3% of the outstanding Class A Common Stock, on a combined total of 330,251,628 shares of Class A Common Stock of the Issuer outstanding as of April 30, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 4, 2026. The response of the Reporting Persons to rows 7 through 13 on the cover page of this Amendment and the information set forth in Item 6 below are incorporated by reference herein. | |
| (b) | See Item 5(a) above. | |
| (c) | On May 7, 2026, Liberty Mutual Foundation Inc. sold 32,600,000 shares of Class A Common Stock of the Issuer in a block trade pursuant to Rule 144 of the Securities Act of 1933, as amended, at a price of $12.33 per share, for an aggregate amount of 401,958,000. | |
| (e) | After giving effect to the May 7, 2026 sale by Liberty Mutual Foundation Inc., the Reporting Persons ceased to beneficially own 5% of the Class A Common Stock and have no further beneficial ownership reporting obligations. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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