EVP & CFO Lemmerman Bryan converted options into 87,687 shares and returned 185,243 shares to the company, closing all direct ownership in the company (SEC Form 4)
$VTLE
Oil & Gas Production
Energy
| 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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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vital Energy, Inc. [ VTLE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 19,241 | A | (1)(2) | 116,797 | D | |||
| Common Stock | 12/15/2025 | M | 28,841 | A | (1)(2) | 145,638 | D | |||
| Common Stock | 12/15/2025 | M | 39,605 | A | (1)(2) | 185,243 | D | |||
| Common Stock | 12/15/2025 | D | 185,243 | D | (1)(2)(3)(4) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 19,241 | (2) | (2) | Common Stock | 19,241 | (2) | 0 | D | ||||
| 2024 Performance Units | (2) | 12/15/2025 | M | 28,841 | (2) | (2) | Common Stock | 28,841 | (2) | 0 | D | ||||
| 2025 Performance Units | (2) | 12/15/2025 | M | 39,605 | (2) | (2) | Common Stock | 39,605 | (2) | 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 fully paid and nonassessable shares of Class A common stock, par value $0.0001 per share, of Crescent, 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. |
| /s/ Mark D. Denny as attorney-in-fact for Bryan J. Lemmerman | 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||