Vital Energy Inc SEC Filings

Crescent Energy Finance LLC, as successor to Vital Energy, Inc., is filing post-effective amendments to multiple Form S-3 registration statements to terminate the related offerings and deregister any remaining unsold Vital common stock and other securities. These statements had covered various resale registrations of Vital’s common stock, including shares issuable upon conversion of 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock, as well as an indeterminate amount of debt and equity securities under a shelf registration.

The action follows Crescent Energy Company’s all-equity acquisition of Vital on December 15, 2025 and subsequent internal reorganizations that left Crescent Energy Finance LLC as successor in interest. In line with prior undertakings, any Vital securities registered but not sold under these S-3s are now being removed from registration, and the effectiveness of the affected registration statements is being terminated.

Crescent Energy Finance LLC, as successor to Vital Energy, Inc., is filing multiple post-effective amendments to its Form S-3 registration statements to end prior securities offerings. These amendments formally deregister all shares of Vital’s common stock and other securities that were previously registered but remained unsold or unissued under several resale and shelf registration statements. The changes follow Crescent Energy Company’s all-equity acquisition of Vital and subsequent internal reorganizations, after which the company terminated offerings under these registration statements and is now terminating their effectiveness.

Crescent Energy Finance LLC, as successor to Vital Energy, Inc., has filed post-effective amendments to seven previously effective shelf registration statements. Following Crescent Energy Company’s all-equity acquisition of Vital and subsequent internal reorganizations completed on December 15, 2025, the company has terminated all offerings under these shelves.

The amendments deregister any remaining unsold Vital common stock that had been registered for resale, including registration statements that originally covered up to 1,578,948, 3,370,497, and 8,277,106 shares of common stock, as well as a shelf that registered an indeterminate amount of debt securities, common and preferred stock, depositary shares, and warrants. The effectiveness of these registration statements is being formally terminated.

Crescent Energy Finance LLC, as successor to Vital Energy, Inc., is filing post-effective amendments to multiple previously effective shelf and resale registration statements. The amendments formally terminate the related offerings and deregister any shares of Vital common stock and other securities that were registered but remained unsold or unissued.

These actions follow Crescent Energy Company’s all-equity acquisition of Vital, completed through a series of mergers on December 15, 2025, and an internal reorganization that left Crescent Energy Finance LLC as the surviving entity. The filing updates Vital’s past Form S-3 registrations to reflect the completed merger structure and ends their effectiveness.

Crescent Energy Finance LLC, as successor to Vital Energy, Inc., has filed post-effective amendments to seven previously effective Form S-3 registration statements. These amendments deregister all shares of Vital common stock and other securities that were registered but remained unsold or unissued under those statements. The affected filings include several resale registrations by named selling stockholders, as well as one shelf registration for an indeterminate amount of various securities.

The deregistrations follow an all-equity acquisition completed on December 15, 2025, in which Crescent Energy Company acquired Vital through a two-step merger and subsequent internal reorganization, leaving Crescent Energy Finance LLC as the surviving entity. As a result, all offerings under the prior Vital registration statements have been terminated and their remaining securities removed from registration.

Crescent Energy Finance LLC, as successor to Vital Energy, Inc., has filed post-effective amendments to several Form S-3 registration statements to deregister all shares of Vital common stock and other securities that were previously registered but remain unsold.

These amendments cover resale registration statements that had allowed selling stockholders to offer Vital common stock, including shares issuable upon conversion of Vital’s 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock, as well as an S-3 shelf for an indeterminate amount of various securities.

The changes follow Crescent Energy Company’s all-equity acquisition of Vital, completed through a series of mergers on December 15, 2025 under an August 24, 2025 Merger Agreement. As a result, all offerings under the affected registration statements have been terminated and their effectiveness ended.

Vital Energy President and CEO and director M. Jason Pigott reported the completion of a merger with Crescent Energy Company that converted all of his Vital equity into cash and Crescent stock. On December 15, 2025, a two-step merger with Crescent subsidiaries closed, and his performance-based cash-settled PSU awards fully vested at target and were cashed out at $17.92 per underlying Vital share.

Time-based restricted stock awards vested in full and were converted into the right to receive 1.9062 shares of Crescent Class A common stock for each Vital share, with cash paid instead of fractional shares. In total, 444,576 shares of Vital common stock beneficially owned by Pigott were disposed of in connection with the transaction and converted into the merger consideration, leaving him with no Vital common stock after the merger.

Vital Energy, Inc. director Frances Powell Hawes reported the cash settlement of deferred stock awards tied to the company’s merger with Crescent Energy Company.

On December 15, 2025, Crescent’s merger subsidiaries completed a two-step merger with Vital Energy under an Agreement and Plan of Merger dated August 24, 2025. In connection with this closing, 15,414 deferred stock units in Hawes’s “Deferred Stock Account” converted into the right to receive a lump-sum cash payment based on 15,414 shares of Vital common stock at $17.92 per share, the closing price on December 12, 2025. After these transactions, Hawes no longer beneficially owned Vital Energy common stock.

Vital Energy, Inc. reported insider transactions by its EVP & CFO connected to the closing of its merger with Crescent Energy on December 15, 2025. The Form 4 shows the officer’s performance-based awards were exercised into 19,241, 28,841 and 39,605 shares of Vital common stock, and all Vital shares held, totaling 185,243, were then disposed of on the same date.

Under the merger terms, vested cash‑settled performance stock unit awards were cancelled in exchange for cash equal to $17.92 per underlying share, based on the December 12, 2025 closing price of Vital common stock. Time‑based restricted stock and other Vital common shares were converted into 1.9062 shares of Crescent Class A common stock for each Vital share, with cash paid instead of fractional Crescent shares.