Vital Energy (VTLE) director cashes out deferred stock in Crescent merger

Rhea-AI Filing Summary

Vital Energy, Inc. director Shihab A. Kuran reported insider transactions tied to the completion of a merger with Crescent Energy Company and its subsidiaries on December 15, 2025, under an Agreement and Plan of Merger dated August 24, 2025. The filing shows a conversion of 11,317 deferred stock units related to Vital Energy common stock and a disposition of 16,371 shares of common stock, leaving the director with zero beneficially owned shares.

Under the merger terms, amounts credited to the director’s Deferred Stock Account, referred to as Vital Director Deferred Stock Awards, became payable in a lump-sum cash payment. The cash amount is based on the total number of Vital Energy common shares underlying these awards multiplied by $17.92, the closing price of Vital common stock on December 12, 2025, the trading day immediately before the merger closing date.

Insights

M&A and equity compensation analyst

Director’s deferred stock was cashed out at $17.92 per share after the Crescent–Vital merger closed.

The transactions center on the closing of a merger in which Crescent Energy Company combined with Vital Energy, Inc. through two subsidiary mergers, leaving Merger Sub LLC as the surviving entity and a wholly owned subsidiary of Crescent. In connection with this closing, director Shihab A. Kuran reported a conversion of 11,317 deferred stock units linked to Vital common stock and a related disposition of 16,371 Vital common shares, after which his beneficial ownership fell to zero.

The filing explains that amounts in the director’s Deferred Stock Account, defined as Vital Director Deferred Stock Awards, became payable in a lump-sum cash amount. That cash is calculated as the number of Vital common shares subject to the awards multiplied by $17.92, the closing price of one share on December 12, 2025. This reflects a mechanical equity-compensation settlement driven by the merger terms rather than discretionary trading, and it effectively ends the director’s exposure to Vital Energy securities as shown in this report.

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^*

KURAN SHIHAB A.

(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		11,317	A	(1)(2)	16,371	D
Common Stock	12/15/2025		D		16,371	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			11,317	(2)	(2)	Common Stock	11,317	(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 Shihab A. Kuran	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 insider transaction in Vital Energy (VTLE) did Shihab A. Kuran report?

The report shows a conversion of 11,317 deferred stock units tied to Vital Energy common stock and a disposition of 16,371 shares of Vital Energy common stock, resulting in 0 shares beneficially owned after the transactions.

What corporate event triggered the reported transactions for Vital Energy (VTLE)?

The transactions were triggered when, on December 15, 2025, the mergers contemplated by the August 24, 2025 Agreement and Plan of Merger among Crescent Energy Company, its merger subsidiaries, and Vital Energy, Inc. were consummated, with Merger Sub LLC continuing as the surviving entity and a wholly owned subsidiary of Crescent.

How were Vital Energy director deferred stock awards settled in this transaction?

Amounts in the director’s Deferred Stock Account, referred to as Vital Director Deferred Stock Awards, became payable in a lump-sum cash payment equal to the total number of Vital Energy common shares subject to each award multiplied by $17.92.

What is the significance of the $17.92 price mentioned for Vital Energy (VTLE)?

The filing states that $17.92 was the closing price of one share of Vital Energy common stock on December 12, 2025, the trading day immediately preceding the merger closing date, and this price was used to calculate the cash payable for the Vital Director Deferred Stock Awards.

Does the reporting person still own Vital Energy (VTLE) securities after the merger-related transactions?

No. After the reported conversion and disposition transactions, the amount of Vital Energy common stock and the number of deferred stock units beneficially owned by the reporting person are each shown as 0 in the filing.

What is the reporting person’s relationship to Vital Energy (VTLE)?

The filing identifies the reporting person as a Director of Vital Energy, Inc., and the box for Form filed by One Reporting Person is checked.