Vital Energy Inc SEC Filings

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.

Vital Energy, Inc. reported that its SVP & Chief Operating Officer, Kathryn Anne Hill, completed merger-related equity transactions on December 15, 2025, when Vital combined with Crescent Energy. Hill exercised 2024 and 2025 performance units into 17,305 and 27,418 shares of Vital common stock, then disposed of 89,523 Vital common shares, leaving 0 shares beneficially owned.

Under the merger agreement, performance-based cash-settled restricted stock units vested at the target level and were converted into a cash payment based on $17.92 per share, the closing price of Vital common stock on December 12, 2025. Time-based restricted stock and other Vital common shares were converted into 1.9062 shares of Crescent Class A common stock for each Vital share, with cash paid in lieu of fractional shares, and the filing also corrects a prior administrative error that had overstated Hill’s holdings by 649 shares.

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.

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.

A Vital Energy director reported cash settlement of 18,814 deferred stock units in connection with the closing of the company’s merger with Crescent Energy. On December 15, 2025, 18,814 deferred stock units converted into the same number of shares of Vital Energy common stock, and 20,561 shares of common stock were then disposed of, leaving the director with no remaining Vital common shares or related units.

Under the merger agreement dated August 24, 2025, the Vital Energy and Crescent Energy transaction closed on December 15, 2025 through a two-step merger structure that made Vital a wholly owned subsidiary of Crescent. The reporting person’s deferred stock account became payable in a lump-sum cash amount based on the number of shares in the account and the $17.92 closing price of Vital common stock on December 12, 2025.

Vital Energy, Inc. director William E. Albrecht reported the settlement of his deferred stock awards and the disposal of all his Vital common stock in connection with the company’s merger into a Crescent Energy subsidiary.

On December 15, 2025, he converted 22,972 deferred stock units into the same number of Vital common shares and then disposed of 33,923 shares of common stock, leaving him with no remaining Vital shares or derivative securities.

Under the merger agreement, amounts in his director deferred stock account became payable in a lump-sum cash payment equal to the number of Vital shares covered by each award multiplied by $17.92, the closing price of Vital common stock on December 12, 2025, the trading day immediately before the merger closing.

Vital Energy, Inc. director John Driver reported the cash settlement of his deferred stock awards on December 15, 2025, the closing date of the company's merger with Crescent Energy. Deferred stock units representing 15,482 shares of Vital common stock became payable in a lump sum cash amount calculated using a $17.92 share price, the closing price on December 12, 2025. Following the conversion of these awards and related stock transactions, he reported no remaining beneficial ownership of Vital common stock or related deferred stock units.

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.

Vital Energy director Jarvis V. Hollingsworth reported equity transactions tied to completion of the company’s merger with Crescent Energy Company. On December 15, 2025, the transactions under the August 24, 2025 Agreement and Plan of Merger were consummated, leaving a Crescent wholly owned subsidiary as the surviving entity.

In connection with the closing, 11,317 deferred stock units were converted into Vital common stock and settled in cash based on $17.92, the closing price of Vital common stock on December 12, 2025. The report shows the disposition of 20,064 shares of Vital common stock, resulting in the director holding no shares directly after these transactions.