Vital Energy (NYSE: VTLE) exec reports stock conversion in Crescent deal

Rhea-AI Filing Summary

Vital Energy, Inc. reported that its SVP & Chief Operating Officer, Kathryn Anne Hill, completed merger-related equity transactions on December 15, 2025, when Vital combined with Crescent Energy. Hill exercised 2024 and 2025 performance units into 17,305 and 27,418 shares of Vital common stock, then disposed of 89,523 Vital common shares, leaving 0 shares beneficially owned.

Under the merger agreement, performance-based cash-settled restricted stock units vested at the target level and were converted into a cash payment based on $17.92 per share, the closing price of Vital common stock on December 12, 2025. 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 in lieu of fractional shares, and the filing also corrects a prior administrative error that had overstated Hill’s holdings by 649 shares.

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

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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^*

Hill Kathryn Anne

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Operating Officer

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		17,305	A	(1)(2)	62,105(3)	D
Common Stock	12/15/2025		M		27,418	A	(1)(2)	89,523	D
Common Stock	12/15/2025		D		89,523	D	(1)(2)(4)(5)	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
2024 Performance Units	(2)	12/15/2025		M			17,305	(2)	(2)	Common Stock	17,305	(2)	0	D
2025 Performance Units	(2)	12/15/2025		M			27,418	(2)	(2)	Common Stock	27,418	(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, each award of outstanding restricted stock units of the Issuer that was subject in whole or in part to performance-based vesting and payable in cash (each, a "Vital Cash-Settled PSU Award") outstanding immediately prior to the effective time of the First Company Merger (the "Effective Time") automatically vested in full, with performance conditions deemed to have been satisfied at the target level, immediately prior to the Effective Time and was cancelled and converted into the right to receive a lump sum cash payment equal to the product of (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 Cash-Settled PSU 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).

3. The amount is adjusted to correct an administrative error in the Form 3 filed by the Reporting Person on November 20, 2023, which inadvertently overstated the amount of Vital Common Stock beneficially owned by 649 shares.

4. Pursuant to the Merger Agreement, each award of shares of Vital Common Stock subject to solely time-based vesting (each, a "Vital RS Award") outstanding immediately prior to the Effective Time automatically vested in full immediately prior to the Effective Time and was cancelled and converted into the right to receive 1.9062 fully paid and nonassessable shares of Class A common stock, par value $0.0001 per share, of Crescent, with cash paid in lieu of the issuance of fractional shares (the "Merger Consideration") with respect to each share of Vital Common Stock subject thereto.

5. Pursuant to the Merger Agreement, each share of Vital Common Stock, beneficially owned by the Reporting Person at the Effective Time was converted into the right to receive the Merger Consideration.

	/s/ Mark D. Denny as attorney-in-fact for Kathryn Anne Hill	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Vital Energy (VTLE) report in this filing?

The filing shows SVP & Chief Operating Officer Kathryn Anne Hill exercised 2024 and 2025 performance units into 17,305 and 27,418 shares of Vital common stock and then disposed of 89,523 Vital common shares, resulting in 0 shares beneficially owned.

How were Vital Energy performance-based units treated in the Crescent merger?

Each performance-based cash-settled restricted stock unit award vested in full at the target level immediately before the merger effective time and was converted into a lump-sum cash payment equal to the number of underlying shares multiplied by $17.92 per share.

What happened to Vital Energy time-based restricted stock awards in the merger with Crescent?

Each time-based Vital restricted stock award was fully vested immediately before the effective time and converted into 1.9062 shares of Crescent Class A common stock for each Vital share, with cash paid instead of issuing fractional Crescent shares.

What was the merger consideration for Vital Energy common shares held by the executive?

Each share of Vital common stock beneficially owned by the reporting person at the effective time was converted into the right to receive the merger consideration of 1.9062 Crescent Class A shares per Vital share, plus cash in lieu of fractional shares.

Did this Vital Energy (VTLE) insider filing correct any prior share count errors?

Yes. The filing states that the reported amount was adjusted to correct an administrative error in a prior Form 3 that had overstated the reporting person’s Vital common stock beneficially owned by 649 shares.

What price per share was used to cash-settle Vital Energy performance units?

The cash payment for each Vital cash-settled performance-based restricted stock unit award was calculated using $17.92 per share, the closing price of Vital common stock on December 12, 2025.