Vital Energy, Inc. (VTLE) CFO cashes out PSUs, swaps stock in Crescent merger

Rhea-AI Filing Summary

Vital Energy, Inc. reported insider transactions by its EVP & CFO connected to the closing of its merger with Crescent Energy on December 15, 2025. The Form 4 shows the officer’s performance-based awards were exercised into 19,241, 28,841 and 39,605 shares of Vital common stock, and all Vital shares held, totaling 185,243, were then disposed of on the same date.

Under the merger terms, vested cash‑settled performance stock unit awards were cancelled in exchange for cash equal to $17.92 per underlying share, based on the December 12, 2025 closing price of Vital common stock. 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 instead of fractional Crescent shares.

Insights

Equity compensation and M&A analyst

Vital Energy CFO’s equity awards vested and converted to cash and Crescent stock when the Crescent merger closed.

The reporting person is Vital Energy’s EVP & CFO, who reported transactions dated December 15, 2025, the closing date of the merger with Crescent Energy Company. Table I shows Vital common stock acquired via option-style exercises coded “M” for 19,241, 28,841 and 39,605 shares, followed by a disposal of 185,243 shares, leaving zero Vital shares beneficially owned.

The explanations detail how the Merger Agreement dated August 24, 2025 triggered full vesting of cash‑settled performance stock unit awards. Each such award was cancelled and converted into a cash payment equal to the number of underlying Vital shares multiplied by $17.92, the closing price on December 12, 2025. Time‑based restricted stock was similarly vested and cancelled in exchange for 1.9062 Crescent Class A shares per Vital share, with cash in lieu of fractional shares.

All Vital common shares beneficially owned by the officer at the effective time were converted into this stock merger consideration. Overall, the transactions reflect mechanical equity award and share conversion terms tied to the change‑of‑control merger, rather than discretionary open‑market trading by the insider.

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^*

Lemmerman Bryan

(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)
	EVP & CFO

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		19,241	A	(1)(2)	116,797	D
Common Stock	12/15/2025		M		28,841	A	(1)(2)	145,638	D
Common Stock	12/15/2025		M		39,605	A	(1)(2)	185,243	D
Common Stock	12/15/2025		D		185,243	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			19,241	(2)	(2)	Common Stock	19,241	(2)	0	D
2024 Performance Units	(2)	12/15/2025		M			28,841	(2)	(2)	Common Stock	28,841	(2)	0	D
2025 Performance Units	(2)	12/15/2025		M			39,605	(2)	(2)	Common Stock	39,605	(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 Bryan J. Lemmerman	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Vital Energy (VTLE) disclose for December 15, 2025?

The filing reports that the EVP & CFO exercised performance-based awards into 19,241, 28,841 and 39,605 Vital Energy common shares and then disposed of 185,243 Vital shares on December 15, 2025.

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

Cash‑settled performance stock unit awards vested at the target level immediately before the merger’s effective time and were cancelled in exchange for a lump‑sum cash payment equal to $17.92 per underlying Vital common share.

What stock consideration did Vital Energy shareholders receive per share in the Crescent merger?

Each share of Vital Energy common stock covered by vested time‑based awards was converted into the right to receive 1.9062 shares of Crescent Class A common stock, with cash paid instead of issuing fractional Crescent shares.

How many Vital Energy shares did the reporting officer hold after these transactions?

After the reported transactions on December 15, 2025, the amount of Vital Energy common stock beneficially owned by the officer was 0 shares.

Who is the reporting person on this Vital Energy Form 4 and what is their role?

The reporting person is an officer of Vital Energy serving as EVP & CFO. The Form 4 is signed by Mark D. Denny acting as attorney‑in‑fact for Bryan J. Lemmerman.

What corporate transaction triggered these Vital Energy insider equity changes?

The changes were triggered when Vital Energy completed a two‑step merger with subsidiaries of Crescent Energy Company on December 15, 2025, after which the surviving entity became a wholly owned Crescent subsidiary.