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.

Insights

Corporate actions and equity compensation analyst

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.

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^*

Jarchow Craig

(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)	26,276	D
Common Stock	12/15/2025		D		26,276	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 Craig Jarchow	12/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 $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.