Vital Energy (VTLE) CEO equity converted at 1.9062 Crescent share ratio

Rhea-AI Filing Summary

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.

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^*

PIGOTT M. JASON

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

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		45,812	A	(1)(2)	297,345	D
Common Stock	12/15/2025		M		63,451	A	(1)(2)	360,796	D
Common Stock	12/15/2025		M		83,780	A	(1)(2)	444,576	D
Common Stock	12/15/2025		D		444,576	D	(1)(2)(3)(4)	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
2023 Performance Units	(2)	12/15/2025		M			45,812	(2)	(2)	Common Stock	45,812	(2)	0	D
2024 Performance Units	(2)	12/15/2025		M			63,451	(2)	(2)	Common Stock	63,451	(2)	0	D
2025 Performance Units	(2)	12/15/2025		M			83,780	(2)	(2)	Common Stock	83,780	(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. 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.

4. 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 M. Jason Pigott	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Vital Energy (VTLE) report for its CEO?

Vital Energy reported that President, CEO and director M. Jason Pigott disposed of 444,576 shares of Vital common stock on December 15, 2025 in connection with the completion of a merger with Crescent Energy Company. Following these transactions, he held 0 shares of Vital common stock.

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

Performance-based cash-settled PSU awards outstanding immediately before the merger automatically vested in full at the target level. Each award was cancelled and converted into a right to receive a lump-sum cash payment equal to the number of Vital shares subject to the award multiplied by $17.92, the closing price of Vital common stock on December 12, 2025.

What stock consideration did Vital Energy time-based restricted stock receive?

Time-based restricted stock (Vital RS Awards) vested in full immediately before the merger effective time and was cancelled and converted into the right to receive 1.9062 shares of Crescent Class A common stock for each share of Vital common stock, with cash paid instead of issuing fractional Crescent shares.

What happened to the Vital Energy common shares owned by the CEO at the merger effective time?

Each share of Vital common stock beneficially owned by M. Jason Pigott at the merger effective time was converted into the right to receive the merger consideration, consisting of 1.9062 shares of Crescent Class A common stock per Vital share and cash in lieu of fractional shares. After this conversion, he no longer owned Vital common stock.

What corporate transaction triggered the changes in VTLE insider holdings?

The changes were triggered when the transactions under an Agreement and Plan of Merger dated August 24, 2025 were completed on December 15, 2025. A Crescent subsidiary first merged with Vital Energy, with Vital surviving, and that surviving corporation then merged into another Crescent subsidiary, leaving Venus Merger Sub II LLC as the surviving entity and a wholly owned subsidiary of Crescent Energy Company.

What happened to the Vital Energy performance unit awards after the merger closed?

2023, 2024 and 2025 performance unit awards shown in the report were exercised or converted (coded as M), delivering the underlying Vital common stock and leaving 0 performance units beneficially owned by the reporting person after the transactions.