Vital Energy (NYSE: VTLE) director settles deferred stock units in merger
Rhea-AI Filing Summary
Vital Energy, Inc. director Craig Jarchow reported equity transactions tied to the closing of a merger with Crescent Energy Company on December 15, 2025. He exercised 18,814 deferred stock units into common stock and then disposed of 26,276 shares of Vital common stock, leaving him with no directly owned Vital shares after the transactions.
The explanation states that, under an August 24, 2025 Merger Agreement, a Crescent merger subsidiary first merged with Vital and the surviving company then merged into another Crescent subsidiary, which remains a wholly owned unit of Crescent. Amounts in the director’s deferred stock account became payable in a lump-sum cash payment based on the number of Vital shares in the account and the $17.92 closing price of Vital common stock on December 12, 2025.
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Insights
Director equity awards were cashed out as Vital’s merger with Crescent closed.
The transactions center on the completion of a change-of-control for Vital Energy, Inc. on December 15, 2025. Under an Agreement and Plan of Merger dated August 24, 2025, Crescent Energy used two merger subsidiaries so that Vital was merged and ultimately became part of a Crescent subsidiary that continues as a wholly owned unit of Crescent.
For director Craig Jarchow, 18,814 deferred stock units tied to Vital common stock were exercised and then settled. His deferred stock account became payable in a lump-sum cash payment equal to the number of Vital shares in the account multiplied by the $17.92 closing price of Vital common stock on December 12, 2025. The Form 4 also shows disposition of 26,276 Vital common shares, resulting in zero directly owned Vital shares after these steps.
This illustrates a typical outcome for director-level equity in a merger, where deferred stock awards are converted into cash using a specified per-share reference price once the transaction closes, and prior issuer share positions are eliminated as the company becomes part of the acquirer’s structure.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Deferred Stock Units | 18,814 | $0.00 | -- |
| Exercise | Common Stock | 18,814 | $0.00 | -- |
| Disposition | Common Stock | 26,276 | $0.00 | -- |
Footnotes (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. 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).
FAQ
What merger involving Vital Energy (VTLE) is described in this Form 4?
The content describes the closing of a merger under an Agreement and Plan of Merger dated August 24, 2025 among Crescent Energy Company, two Crescent merger subsidiaries and Vital Energy, Inc.. On December 15, 2025, a Crescent merger subsidiary merged with Vital, and the surviving entity then merged into another Crescent subsidiary, which continues as a wholly owned subsidiary of Crescent.
How were Vital Energy (VTLE) director deferred stock units treated at closing?
Amounts in the director’s Deferred Stock Account (Vital Director Deferred Stock Awards) became payable in a lump-sum cash payment. The cash amount equaled the total number of shares of Vital common stock subject to the awards multiplied by $17.92, the closing price of one share of Vital common stock on December 12, 2025, the trading day immediately before the merger closing.
What insider transactions did director Craig Jarchow report for Vital Energy on December 15, 2025?
Director Craig Jarchow reported the exercise of 18,814 deferred stock units into Vital common stock and the disposition of 26,276 shares of Vital common stock on December 15, 2025. After these transactions, the Form 4 shows he directly owned zero shares of Vital common stock.
What is the relationship of the reporting person to Vital Energy (VTLE)?
The reporting person, identified in the signature block as Craig Jarchow, is a director of Vital Energy, Inc., as indicated by the checked box for Director in the relationship section.
Was this Vital Energy Form 4 filed by one or multiple reporting persons?
The Form 4 indicates that it was filed by one reporting person, as shown by the checked line “Form filed by One Reporting Person” in the filing status section.
On what date did the earliest reported transaction in this Form 4 occur?
The date of earliest transaction reported is December 15, 2025, which also corresponds to the stated closing date of the merger transactions described in the explanation.