Vital Energy (VTLE) director cashes out deferred stock in merger

Rhea-AI Filing Summary

Vital Energy, Inc. director William E. Albrecht reported the settlement of his deferred stock awards and the disposal of all his Vital common stock in connection with the company’s merger into a Crescent Energy subsidiary.

On December 15, 2025, he converted 22,972 deferred stock units into the same number of Vital common shares and then disposed of 33,923 shares of common stock, leaving him with no remaining Vital shares or derivative securities.

Under the merger agreement, amounts in his director deferred stock account became payable in a lump-sum cash payment equal to the number of Vital shares covered by each award multiplied by $17.92, the closing price of Vital common stock on December 12, 2025, the trading day immediately before the merger closing.

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Equity compensation and M&A analyst

Director’s deferred stock units were cashed out at $17.92 per share as Vital completed its merger into Crescent.

The filing shows that on December 15, 2025, when Vital Energy completed its merger into a Crescent Energy subsidiary, director William E. Albrecht converted 22,972 deferred stock units into the same number of Vital common shares. He then disposed of a total of 33,923 Vital common shares, resulting in no remaining beneficial ownership of Vital stock or related derivative securities.

The notes explain that under the merger agreement dated August 24, 2025, amounts in his director Deferred Stock Account became payable in cash. Each deferred stock award was settled in a lump sum equal to the number of Vital common shares subject to that award multiplied by $17.92, the closing price of Vital common stock on December 12, 2025, the trading day immediately before closing. This reflects standard treatment of director deferred equity when a company ceases to exist as a standalone public issuer following a merger.

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^*

Albrecht William E

(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		22,972	A	(1)(2)	33,923	D
Common Stock	12/15/2025		D		33,923	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			22,972	(2)	(2)	Common Stock	22,972	(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 William E. Albrecht	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction is reported for Vital Energy (VTLE) in this filing?

The filing reports that director William E. Albrecht converted 22,972 deferred stock units into Vital Energy common shares on December 15, 2025 and then disposed of 33,923 shares of common stock, leaving him with no remaining Vital shares.

How were the Vital Energy (VTLE) directors deferred stock awards settled?

Under the merger agreement, amounts in the directors Deferred Stock Account became payable in a lump-sum cash payment equal to the total number of Vital common shares covered by each deferred stock award multiplied by $17.92, the closing price of Vital common stock on December 12, 2025.

What corporate event triggered this Form 4 for Vital Energy (VTLE)?

On December 15, 2025, the transactions under the Agreement and Plan of Merger among Crescent Energy Company, its merger subsidiaries, and Vital Energy were consummated. Vital first merged with a Crescent subsidiary and then into another Crescent entity, which continued as a wholly owned subsidiary of Crescent.

How many Vital Energy (VTLE) shares did the director own after these transactions?

After converting deferred stock units and disposing of shares in connection with the merger closing on December 15, 2025, the director beneficially owned 0 shares of Vital Energy common stock and 0 deferred stock units.

What price per share was used to calculate the cash payout on the Vital Energy (VTLE) deferred stock awards?

The cash payout for each Vital Director Deferred Stock Award was based on $17.92 per share, which was the closing price of Vital Energy common stock on December 12, 2025, the trading day immediately preceding the merger closing date.

What was the relationship of the reporting person to Vital Energy (VTLE)?

The reporting person, William E. Albrecht, is identified as a director of Vital Energy, Inc. and filed the Form 4 as an individual reporting person.