Vital Energy (NYSE: VTLE) director details merger-related stock and cash settlement

Rhea-AI Filing Summary

Vital Energy, Inc. director Edmund P. Segner III reported merger-related changes in his equity holdings. On December 15, 2025, he acquired 18,814 shares of Vital common stock through the conversion of deferred stock units and then disposed of 33,142 shares, leaving him with no directly owned common stock.

The transactions occurred when the merger under the August 24, 2025 Agreement and Plan of Merger among Crescent Energy Company, Venus Merger Sub I Inc., Venus Merger Sub II LLC and Vital Energy, Inc. was consummated. Under Vital's Director Deferred Compensation Plan, the amounts in his Deferred Stock Account became payable as a lump-sum cash payment equal to the number of Vital common shares subject to his awards multiplied by $17.92, the closing price of Vital common stock on December 12, 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^*

SEGNER EDMUND P III

(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		18,814	A	(1)(2)	33,142	D
Common Stock	12/15/2025		D		33,142	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			18,814	(2)	(2)	Common Stock	18,814	(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 Edmund P. Segner, III	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction involving Vital Energy (VTLE) is disclosed here?

The filing shows that director Edmund P. Segner III acquired 18,814 shares of Vital Energy common stock on December 15, 2025 through the conversion of deferred stock units, and then disposed of 33,142 shares the same day, resulting in zero shares of common stock beneficially owned directly after the transactions.

How many deferred stock units were involved and what did they represent for VTLE?

The derivative position consisted of Deferred Stock Units that were exercisable into 18,814 shares of Vital Energy common stock. These units were part of the director's Deferred Stock Account under Vital Energy's Director Deferred Compensation Plan.

What cash amount formula was used to settle the Vital Energy deferred stock awards?

Each Vital Director Deferred Stock Award became payable in a lump-sum cash payment equal to the total number of shares of Vital common stock subject to the award multiplied by $17.92, which was the closing price of one share of Vital common stock on December 12, 2025.

What corporate event triggered these Vital Energy (VTLE) transactions?

The transactions occurred on December 15, 2025, when the mergers contemplated by the Agreement and Plan of Merger dated August 24, 2025 among Crescent Energy Company, Venus Merger Sub I Inc., Venus Merger Sub II LLC and Vital Energy, Inc. were consummated.

What was Edmund P. Segner III's ownership in Vital Energy after these transactions?

After the reported transactions, the filing shows that Edmund P. Segner III beneficially owned 0 shares of Vital Energy common stock directly and 0 deferred stock units, as the derivative position was fully settled.

What is the reporting persons relationship to Vital Energy (VTLE)?

The reporting person, Edmund P. Segner III, is identified as a director of Vital Energy, Inc. on the form.