Vital Energy, Inc. (VTLE) director settles deferred stock as Crescent merger closes

Rhea-AI Filing Summary

Vital Energy director Jarvis V. Hollingsworth reported equity transactions tied to completion of the company’s merger with Crescent Energy Company. On December 15, 2025, the transactions under the August 24, 2025 Agreement and Plan of Merger were consummated, leaving a Crescent wholly owned subsidiary as the surviving entity.

In connection with the closing, 11,317 deferred stock units were converted into Vital common stock and settled in cash based on $17.92, the closing price of Vital common stock on December 12, 2025. The report shows the disposition of 20,064 shares of Vital common stock, resulting in the director holding no shares directly after these transactions.

Insights

Corporate governance and M&A analyst

Merger closing shifts a Vital Energy director’s deferred equity into cash at a set share price.

The disclosure shows that Vital Energy, Inc. completed a two-step merger with Crescent Energy Company on December 15, 2025. A Crescent subsidiary ultimately remained as the surviving entity and a wholly owned subsidiary of Crescent, meaning Vital’s corporate structure was folded into Crescent’s through the First Company Merger and a follow-on merger.

For director Jarvis V. Hollingsworth, 11,317 deferred stock units tied to Vital common stock were converted and paid out in cash. The lump sum was calculated using $17.92 per share, the closing price of Vital common stock on December 12, 2025, so his exposure under the Director Deferred Compensation Plan moved from stock-based units to cash.

The table also records the disposition of 20,064 Vital common shares, leaving him with no directly held Vital shares after these transactions. The information here focuses on one director’s deferred compensation treatment; the broader economics of the Crescent–Vital merger for other stakeholders are defined by the Agreement and Plan of Merger dated August 24, 2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hollingsworth Jarvis V.

(Last) (First) (Middle)

521 E. 2ND STREET, SUITE 1000

(Street)

TULSA OK 74120

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Vital Energy, Inc. [ VTLE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/15/2025		M		11,317	A	(1)(2)	20,064	D
Common Stock	12/15/2025		D		20,064	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	(2)	12/15/2025		M			11,317	(2)	(2)	Common Stock	11,317	(2)	0	D

Explanation of Responses:

1. On December 15, 2025 (the "Closing Date"), the transactions contemplated by the Agreement and Plan of Merger, dated August 24, 2025, (the "Merger Agreement"), by and among Crescent Energy Company, a Delaware corporation ("Crescent"), Venus Merger Sub I Inc., a Delaware corporation and a wholly owned subsidiary of Crescent ("Merger Sub Inc."), Venus Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Crescent ("Merger Sub LLC"), and Vital Energy, Inc. (the "Issuer") were consummated. Pursuant to the Merger Agreement, (i) Merger Sub Inc. merged with and into the Issuer (the "First Company Merger"), with the Issuer continuing as the surviving entity (the "Surviving Corporation") and (ii) immediately following the First Company Merger, the Surviving Corporation merged with and into Merger Sub LLC, with Merger Sub LLC continuing as the surviving entity and a wholly owned subsidiary of Crescent.

2. Pursuant to the Merger Agreement, the amounts in the Reporting Person's "Deferred Stock Account" (as such term is defined under the Issuer's Director Deferred Compensation Plan) (each, a "Vital Director Deferred Stock Award") became payable in a lump sum cash payment equal to (i) the total number of shares of the Issuer's common stock, par value $0.01 per share (the "Vital Common Stock"), subject to such Vital Director Deferred Stock Award and (ii) $17.92, the closing price of one share of Vital Common Stock on December 12, 2025 (the trading date immediately preceding the Closing Date).

	/s/ Mark D. Denny as attorney-in-fact for Jarvis V. Hollingsworth	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What merger involving Vital Energy, Inc. (VTLE) is described in this insider report?

The report describes completion of a merger under an Agreement and Plan of Merger dated August 24, 2025 among Crescent Energy Company, two Crescent merger subsidiaries, and Vital Energy, Inc., with a Crescent subsidiary continuing as the surviving entity on December 15, 2025.

Which insider is reporting transactions for Vital Energy, Inc. (VTLE) and what is their role?

The reporting person is Jarvis V. Hollingsworth, who is identified as a director of Vital Energy, Inc. The Form 4 is indicated as being filed by one reporting person.

How many deferred stock units were settled for the Vital Energy (VTLE) director at the merger closing?

The disclosure shows that 11,317 deferred stock units were involved. These units, recorded as deferred stock awards under the Issuer’s Director Deferred Compensation Plan, were converted into Vital common stock and then settled in cash.

At what price per share were the Vital Energy (VTLE) deferred stock awards valued?

Each Vital Director Deferred Stock Award became payable in a lump sum cash amount calculated using $17.92 per share, which is stated as the closing price of one share of Vital common stock on December 12, 2025, the trading date immediately preceding the merger closing.

What happened to the Vital Energy (VTLE) director’s common stock holdings after these transactions?

Table I shows the disposition of 20,064 shares of Vital common stock on December 15, 2025. After the reported transactions, the amount of Vital common stock beneficially owned directly by the director is shown as 0 shares.

Were the Vital Energy (VTLE) transactions related to derivative securities as well as common stock?

Yes. Table II references deferred stock units as derivative securities that were converted on December 15, 2025. These units corresponded to 11,317 shares of Vital common stock and are shown as 0 derivative securities beneficially owned after the transactions.