Form 4: Vital Energy EVP's Holdings Convert in Crescent Merger

Vital Energy's EVP, General Counsel & Secretary, Mark David Denny, converted his equity holdings into cash and Crescent Energy stock options following the company's merger with Crescent Energy Company on December 15, 2025.

Summary

• Vital Energy, Inc. completed its merger with Crescent Energy Company on December 15, 2025, as per the Agreement and Plan of Merger dated August 24, 2025.
• Mark David Denny, EVP, General Counsel & Secretary of Vital Energy, Inc., reported changes in his beneficial ownership due to this merger.
• His 2023, 2024, and 2025 performance units (cash-settled PSUs), totaling 51,755 units (10,078, 17,305, and 24,372 respectively), vested at target and were converted into a lump sum cash payment based on Vital Common Stock's closing price of $17.92 on December 12, 2025.
• Shares of Vital Common Stock subject to time-based vesting (Vital RS Awards) and other beneficially owned Vital Common Stock were converted into 1.9062 shares of Crescent Class A Common Stock for each Vital share, with cash paid for fractional shares.
• Outstanding Vital Stock Options, including one for 1,338 shares at an exercise price of $82 and another for 504 shares at $282.4, were assumed by Crescent and converted into options to purchase Crescent Class A Common Stock, with adjusted exercise prices based on the 1.9062 exchange ratio.

Sentiment

Score: 7

Explanation: The sentiment is positive as a major corporate event (merger) was successfully completed, and the reporting person's equity awards were converted as per the agreement, leading to either cash payouts or new equity in the acquiring company.

Positives

• The merger successfully closed, providing liquidity or new equity in Crescent Energy to Vital Energy shareholders and equity holders.
• Performance-based vesting conditions for cash-settled PSUs were deemed satisfied at the target level, leading to a cash payout for the reporting person.
• Time-based restricted stock awards vested in full, converting into Crescent Class A Common Stock.

Negatives

• Vital Energy, Inc. ceased to exist as an independent publicly traded entity, resulting in the loss of direct ownership in the company for its executives and shareholders.
• The reporting person's direct beneficial ownership of Vital Energy Common Stock became zero following the transactions.

Future Outlook

The filing primarily details the consummation of a merger, indicating that Vital Energy, Inc. has been acquired by Crescent Energy Company. It does not provide forward-looking statements for the combined entity or any future guidance.

Industry Context

This transaction represents a consolidation within the energy sector, where Vital Energy, Inc. was acquired by Crescent Energy Company. Such mergers are common strategies for growth, market share expansion, and operational synergies in the industry.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders of Vital Energy, Inc. received either cash or shares of Crescent Class A Common Stock in exchange for their Vital Energy shares.
• Employees holding Vital Energy equity awards (like the reporting person) had their awards converted into cash or Crescent equity/options, impacting their compensation structure and future equity participation.

Key Dates

Keywords

Vital Energy, VTLE, Crescent Energy, Merger, Acquisition, SEC Form 4, Insider Transaction, Executive Compensation, Stock Options, Performance Units, Restricted Stock Units, Corporate Action