Form 4: Vital Energy CEO's Holdings Convert Post-Merger
Statement of Changes in Beneficial Ownership (Merger Related)
Vital Energy CEO M. Jason Pigott's equity holdings converted to cash and Crescent Energy stock following the company's merger with Crescent Energy Company.
Summary
- Vital Energy, Inc. (VTLE) completed its merger with Crescent Energy Company on December 15, 2025, as per the Agreement and Plan of Merger dated August 24, 2025.
- The merger involved two steps: first, Vital Energy merged into Venus Merger Sub I Inc., and then the surviving entity merged into Venus Merger Sub II LLC, a wholly-owned subsidiary of Crescent Energy Company.
- M. Jason Pigott, President & CEO and Director of Vital Energy, reported changes in his beneficial ownership due to this merger.
- His 2023, 2024, and 2025 Performance Units automatically vested in full at target levels immediately prior to the merger's effective time.
- These vested Performance Units were cancelled and converted into a lump sum cash payment based on the closing price of Vital Common Stock, which was $17.92 on December 12, 2025.
- His time-based Restricted Stock Awards also vested fully and were converted into 1.9062 shares of Crescent Energy Company Class A common stock for each share of Vital Common Stock subject to the award.
- All shares of Vital Common Stock beneficially owned by M. Jason Pigott were converted into the right to receive 1.9062 shares of Crescent Energy Company Class A common stock per share.
- Following these transactions, M. Jason Pigott's beneficial ownership of Vital Energy, Inc. Common Stock became 0.
Sentiment
Score: 5
Explanation: The filing is a factual report of a completed merger and the resulting changes in beneficial ownership, thus it carries a neutral sentiment.
Positives
- M. Jason Pigott's performance-based vesting units (2023, 2024, 2025) automatically vested in full at target levels, converting into cash payments.
- Time-based restricted stock awards held by M. Jason Pigott also vested fully and converted into Crescent Energy Company Class A common stock.
- Beneficial ownership of Vital Common Stock was converted into Crescent Energy Company Class A common stock, providing liquidity or continued equity in the acquiring entity.
Negatives
- Vital Energy, Inc. ceased to exist as an independent publicly traded entity, merging into a subsidiary of Crescent Energy Company.
- M. Jason Pigott's direct beneficial ownership of Vital Energy, Inc. common stock became zero following the merger.
Future Outlook
This filing reports on completed transactions related to a merger and does not provide forward-looking statements or guidance regarding future operations or financial performance.
Industry Context
This announcement reflects a consolidation event within the energy sector, where Vital Energy, Inc. was acquired by Crescent Energy Company. Such mergers are common strategies for companies to achieve scale, operational efficiencies, or expand asset portfolios.
Stakeholder Impact
- Shareholders of Vital Energy, Inc. received merger consideration in the form of cash or Crescent Energy Company Class A common stock, converting their investment in Vital Energy into a new form.
Key Dates
| Date | Description |
|---|---|
| 08/24/2025 | Date of the Agreement and Plan of Merger between Crescent Energy Company and Vital Energy, Inc. |
| 12/12/2025 | Closing price of Vital Common Stock ($17.92) used for cash-settled performance units, the trading date immediately preceding the Closing Date. |
| 12/15/2025 | Closing Date of the merger transactions and earliest transaction date reported. |
Keywords
Vital Energy, VTLE, Crescent Energy, Merger, Form 4, Insider Transaction, CEO, Stock Conversion, Performance Units, Restricted Stock, Beneficial Ownership
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