Vital Energy (VTLE) insider details award treatment in Crescent merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Vital Energy, Inc. executive Stephen L. Faulkner Jr., the company’s VP & CAO, reported the conversion of his equity awards in connection with the closing of Vital Energy’s merger with Crescent Energy Company on December 15, 2025. Performance-based cash-settled restricted stock unit awards vested at target levels and were cancelled in exchange for a lump-sum cash payment based on the $17.92 closing price of Vital common stock on December 12, 2025.
Time-based restricted stock awards vested in full and were converted into 1.9062 shares of Crescent Class A common stock for each share of Vital common stock, with cash paid instead of fractional Crescent shares. All Vital common stock beneficially owned by the executive was converted into this merger consideration, leaving him with no remaining Vital common shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
3,892 shares exercised/converted
Mixed
5 txns
Insider
FAULKNER STEPHEN L JR
Role
VP & CAO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | 2024 Performance Units | 1,516 | $0.00 | -- |
| Exercise | 2025 Performance Units | 2,376 | $0.00 | -- |
| Exercise | Common Stock | 1,516 | $0.00 | -- |
| Exercise | Common Stock | 2,376 | $0.00 | -- |
| Disposition | Common Stock | 14,913 | $0.00 | -- |
Holdings After Transaction:
2024 Performance Units — 0 shares (Direct);
2025 Performance Units — 0 shares (Direct);
Common Stock — 12,537 shares (Direct)
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, 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). 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. 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.
FAQ
What insider transaction did Vital Energy (VTLE) report for its VP & CAO?
Stephen L. Faulkner Jr., VP & CAO of Vital Energy, reported transactions on December 15, 2025 in which performance-based and time-based equity awards were settled and all of his Vital common stock was converted into merger consideration in connection with the Crescent Energy transaction.
How were Vital Energy’s performance-based cash-settled PSU awards treated in the Crescent merger?
Each Vital Cash-Settled PSU Award vested in full immediately prior to the effective time, with performance deemed satisfied at target, and was cancelled and converted into a lump-sum cash payment equal to the number of Vital common shares subject to the award multiplied by $17.92, the closing price on December 12, 2025.
What happened to time-based restricted stock awards for Vital Energy (VTLE) in the merger?
Each Vital RS Award vested in full immediately prior to the effective time and was cancelled and converted into the right to receive 1.9062 shares of Crescent Class A common stock for each share of Vital common stock, with cash paid instead of fractional Crescent shares.
What became of the reporting person’s Vital Energy common stock holdings?
Each share of Vital common stock beneficially owned by the reporting person at the effective time was converted into the right to receive the defined merger consideration from Crescent, and after the reported transactions he held 0 shares of Vital common stock directly.
Which derivative securities were reported as exercised or cancelled for the Vital Energy executive?
The report lists 2024 Performance Units and 2025 Performance Units. On December 15, 2025, 1,516 units and 2,376 units, respectively, were transacted (code M), each corresponding to the same number of Vital common shares, and following these transactions the number of such derivative securities beneficially owned was 0.