Vital Energy (VTLE) officer details stock and award treatment in Crescent deal

Rhea-AI Filing Summary

Vital Energy, Inc. reported insider transactions by executive vice president, general counsel and secretary Mark D. Denny in connection with the closing of its merger with Crescent Energy Company on December 15, 2025. His performance-based restricted stock units payable in cash vested at target levels and were cancelled for a cash payment based on a Vital common stock price of $17.92 per share. Time-based restricted stock awards and 94,249 shares of Vital common stock he beneficially owned were converted into the right to receive Crescent Class A common stock using a 1.9062-for-1 exchange ratio, with cash paid instead of fractional shares. Vital stock options held by the reporting person were assumed by Crescent and converted into options over Crescent Class A common stock with exercise prices adjusted by the same exchange ratio, leaving no Vital equity awards or common stock beneficially owned.

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^*

Denny Mark David

(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, Gen. Counsel & Secretary

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		10,078	A	(1)(2)	52,572	D
Common Stock	12/15/2025		M		17,305	A	(1)(2)	69,877	D
Common Stock	12/15/2025		M		24,372	A	(1)(2)	94,249	D
Common Stock	12/15/2025		D		94,249	D	(1)(2)(3)(4)(5)	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			10,078	(2)	(2)	Common Stock	10,078	(2)	0	D
2024 Performance Units	(2)	12/15/2025		M			17,305	(2)	(2)	Common Stock	17,305	(2)	0	D
2025 Performance Units	(2)	12/15/2025		M			24,372	(2)	(2)	Common Stock	24,372	(2)	0	D
Company Stock Option	$82	12/15/2025		D			1,338	(5)	02/19/2026	Common Stock	1,338	(5)	0	D
Company Stock Option	$282.4	12/15/2025		D			504	(5)	02/17/2027	Common Stock	504	(5)	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 (the "Exchange Ratio") fully paid and nonassessable shares of Class A common stock, par value $0.0001 per share, of Crescent (the "Crescent Class A Common Stock"), 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.

5. Pursuant to the Merger Agreement, each option to purchase shares of Vital Common Stock (each, a "Vital Stock Option") outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically assumed by Crescent and converted into an option to purchase shares of Crescent Class A Common Stock equal to the product of (i) the number of shares of Vital Common Stock subject to the Vital Stock Option immediately before the Effective Time and (ii) the Exchange Ratio, with an exercise price equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (a) the exercise price per share of Vital Common Stock of such Vital Stock Option immediately before the Effective Time by (b) the Exchange Ratio.

	/s/ Mark D. Denny	12/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

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

Vital Energy disclosed that officer Mark D. Denny reported transactions tied to the closing of the Crescent merger, including the conversion and disposition of 94,249 shares of Vital common stock, resulting in zero shares beneficially owned.

How were Mark D. Denny’s performance-based awards treated in the Crescent Energy merger?

Each award of outstanding restricted stock units subject to performance-based vesting and payable in cash automatically vested in full at target immediately before the effective time and was cancelled in exchange for a lump-sum cash payment equal to the number of shares subject to the award multiplied by $17.92 per share.

What exchange ratio applied to Vital Energy equity in the Crescent-Crescent Energy transaction for VTLE?

Each share of Vital common stock subject to time-based vesting and each share beneficially owned by the reporting person was converted into the right to receive 1.9062 shares of Crescent Class A common stock, with cash paid in lieu of any fractional shares.

What happened to Vital Energy (VTLE) restricted stock awards in the merger?

Each time-based Vital restricted stock award automatically vested in full immediately prior to the effective time and was cancelled and converted into the right to receive the merger consideration, consisting of Crescent Class A common stock based on the 1.9062 exchange ratio plus cash for fractional shares.

At what price were Vital Energy cash-settled performance units paid out for VTLE?

The cash payment for each cash-settled performance-based restricted stock unit was calculated using $17.92 per share, the closing price of Vital common stock on December 12, 2025, the trading day immediately before the closing date.

How were Vital Energy (VTLE) stock options held by the reporting person treated?

Each Vital stock option outstanding immediately before the effective time was assumed by Crescent and converted into an option to purchase Crescent Class A common stock equal to the number of Vital shares subject to the option multiplied by 1.9062, with the exercise price adjusted by dividing the prior Vital exercise price by the same exchange ratio.

What is Mark D. Denny’s role at Vital Energy (VTLE)?

The reporting person, Mark D. Denny, is identified as an officer of Vital Energy with the title EVP, General Counsel & Secretary.