Mark David Denny - 15 Dec 2025 Form 4 Insider Report for Vital Energy, Inc. (VTLE)

Role: EVP, Gen. Counsel & Secretary
Signature: /s/ Mark D. Denny
Issuer symbol: VTLE
Transactions as of: 15 Dec 2025
Net transactions value: $0
Form type: 4
Filing time: 15 Dec 2025, 17:00:33 UTC
Previous filing: 13 Mar 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Denny Mark David	EVP, Gen. Counsel & Secretary	521 E. 2ND STREET, SUITE 1000, TULSA	/s/ Mark D. Denny	15 Dec 2025	0001772798

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VTLE	Common Stock	Options Exercise		+10,078	+24%		52,572	15 Dec 2025	Direct	F1, F2
transaction	VTLE	Common Stock	Options Exercise		+17,305	+33%		69,877	15 Dec 2025	Direct	F1, F2
transaction	VTLE	Common Stock	Options Exercise		+24,372	+35%		94,249	15 Dec 2025	Direct	F1, F2
transaction	VTLE	Common Stock	Disposed to Issuer		-94,249	-100%		0	15 Dec 2025	Direct	F1, F2, F3, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VTLE	2023 Performance Units	Options Exercise		-10,078	-100%		0	15 Dec 2025	Common Stock	10,078		Direct	F2
transaction	VTLE	2024 Performance Units	Options Exercise		-17,305	-100%		0	15 Dec 2025	Common Stock	17,305		Direct	F2
transaction	VTLE	2025 Performance Units	Options Exercise		-24,372	-100%		0	15 Dec 2025	Common Stock	24,372		Direct	F2
transaction	VTLE	Company Stock Option	Disposed to Issuer		-1,338	-100%		0	15 Dec 2025	Common Stock	1,338	$82.00	Direct	F5
transaction	VTLE	Company Stock Option	Disposed to Issuer		-504	-100%		0	15 Dec 2025	Common Stock	504	$282.40	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark David Denny is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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).
F3	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 (the "Exchange Ratio") fully paid and nonassessable shares of Class A common stock, par value $0.0001 per share, of Crescent (the "Crescent Class A Common Stock"), 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.
F4	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.
F5	Pursuant to the Merger Agreement, each option to purchase shares of Vital Common Stock (each, a "Vital Stock Option") outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically assumed by Crescent and converted into an option to purchase shares of Crescent Class A Common Stock equal to the product of (i) the number of shares of Vital Common Stock subject to the Vital Stock Option immediately before the Effective Time and (ii) the Exchange Ratio, with an exercise price equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (a) the exercise price per share of Vital Common Stock of such Vital Stock Option immediately before the Effective Time by (b) the Exchange Ratio.