[Form 4] Vital Energy, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider sale to cover taxes following equity vesting. An officer and director, Kathryn Anne Hill, reported a transaction in Vital Energy, Inc. (VTLE) where 350 shares of common stock were disposed of on 10/03/2025 at a price of $17.07 per share. The filing states these shares were withheld by the issuer to satisfy tax withholding obligations tied to the vesting of restricted shares previously granted under the company's omnibus equity incentive plan. After the withholding, the reporting person beneficially owned 46,063 shares. The Form 4 was signed by an attorney-in-fact on 10/06/2025.

Positive

• Compliance action taken to satisfy tax withholding obligations through share withholding rather than cash sale
• Modest size of withheld shares (350) relative to remaining holdings (46,063) preserves executive alignment with shareholders

Negative

• Reduction in beneficial ownership by 350 shares due to withholding
• Price realized for the withheld shares was $17.07, which crystallizes tax-related disposition at that level

Insights

Corporate Governance Analyst

Routine tax-withholding sale after equity vesting; shows standard executive compensation mechanics.

The transaction reflects shares withheld by the company to meet tax obligations from the vesting of restricted stock awards rather than an open-market sale for cash. This is a common, non-discretionary administrative action that preserves the executive's remaining equity stake while satisfying payroll/tax requirements.

Key dependencies include the company's equity compensation schedule and withholding policy; investors can note the 10/03/2025 timing and the post-transaction balance of 46,063 shares as the near-term, disclosed data point.

Compensation & Equity Specialist

Small withholding size implies limited dilution or selling pressure.

The withheld amount of 350 shares is modest relative to the remaining holding, suggesting the action was strictly administrative to cover taxes from vesting rather than an intent to materially alter ownership. The reported price of $17.07 is the per-share valuation used for the withholding transaction.

Monitor future filings for additional vesting events or scheduled option exercises that could change share count; the Form 4 shows one clear, quantifiable adjustment to insider holdings on 10/03/2025.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
10/03/2025

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	10/03/2025		F		350(1)	D	$17.07	46,063	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

Explanation of Responses:

1. Represents shares of common stock withheld by the Issuer to satisfy tax withholding obligations of the Reporting Person in connection with the vesting of a portion of restricted shares previously granted to the Reporting Person under the Issuer's Omnibus Equity Incentive Plan.

Remarks:

	/s/ Mark D. Denny as attorney-in-fact for Kathryn Anne Hill	10/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did VTLE insider Kathryn Anne Hill report on Form 4?

She reported that 350 shares were disposed of on 10/03/2025 via withholding to satisfy tax obligations, leaving her with 46,063 shares.

Why were the 350 VTLE shares sold at $17.07?

The filing states the shares were withheld by the issuer to satisfy tax withholding obligations related to vesting of restricted shares; the transaction price recorded is $17.07 per share.

Does this Form 4 indicate an open-market sale by the insider?

No. The entry explains the shares were withheld by the company for tax purposes, not sold in an open-market discretionary transaction.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact on 10/06/2025 reporting the 10/03/2025 transaction.

How many VTLE shares does the reporting person own after the transaction?

The filing reports 46,063 shares beneficially owned following the withholding.