Form 4: Vital Energy Director's Shares Cashed Out in Merger

Vital Energy Director Frances Powell Hawes cashed out deferred stock units and disposed of common stock following the company's merger with Crescent Energy.

Summary

• Frances Powell Hawes, a Director of Vital Energy, Inc. (VTLE), reported changes in beneficial ownership following the company's merger with Crescent Energy Company.
• On December 15, 2025, 15,414 Deferred Stock Units (DSUs) were converted into a lump sum cash payment.
• The cash payment for the DSUs was calculated based on the closing price of Vital Common Stock at $17.92 per share on December 12, 2025.
• Concurrently, 31,449 shares of Vital Common Stock were disposed of, resulting in zero beneficial ownership of Vital Common Stock by the reporting person.
• These transactions were a direct consequence of the Agreement and Plan of Merger, dated August 24, 2025, between Crescent Energy Company and Vital Energy, Inc.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger and the subsequent cash payout for a director's deferred stock units, indicating a planned and executed corporate event.

Positives

• The reporting person received a cash payout for their deferred stock units, valued at $17.92 per share.
• The merger of Vital Energy, Inc. into Crescent Energy Company was successfully consummated as planned.

Negatives

• The reporting person no longer holds direct beneficial ownership in Vital Energy, Inc. common stock or derivative securities.
• Vital Energy, Inc. ceased to exist as an independent public entity following the two-step merger.

Future Outlook

The filing does not contain forward-looking statements or guidance for Vital Energy, Inc., as it reports a completed merger and insider transaction.

Industry Context

The merger of Vital Energy, Inc. into Crescent Energy Company represents consolidation within the energy sector, a common trend driven by market conditions, operational efficiencies, and strategic growth objectives.

Management Changes

Corporate Governance

Related Party Transactions

• The conversion of the Director's Deferred Stock Awards into cash as part of the merger terms could be considered a related party transaction, as it involves a director. The payout was based on the terms of the Issuer's Director Deferred Compensation Plan and the Merger Agreement.

Stakeholder Impact

• Shareholders of Vital Energy received consideration as per the merger agreement, ceasing to be shareholders of an independent VTLE.
• Employees of Vital Energy are likely subject to integration plans and potential changes in employment terms under Crescent Energy.
• Directors of Vital Energy had their roles with Vital Energy cease upon merger completion.

Next Steps

• Integration of Vital Energy's operations and assets into Crescent Energy Company.
• No further reporting obligations for Frances Powell Hawes regarding Vital Energy, Inc. securities.

Key Dates

Keywords

Vital Energy, VTLE, Crescent Energy, Merger, Form 4, Insider Transaction, Director Compensation, Stock Units, Equity Disposal, Energy Sector