Vital Energy, Inc.: M&A transaction — Vital Energy completes merger with Crescent; shareholders receive 1.9062 Crescent shares per Vital share

Vital Energy, Inc.

Merger closed Dec 15, 2025; each Vital share converted into 1.9062 Crescent Class A common shares.
Vital's credit agreement repaid in full, all commitments terminated; guarantees released.
Vital common stock delisted from NYSE; Form 25 filed; deregistration planned.
All Vital directors and named officers (CEO, CFO, GC, COO) resigned effective close.
Vital's 7.75% 2029 and 9.75% 2030 notes amended via supplemental indentures eliminating covenants and change-of-control puts.

item 1.01 item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Vital Energy, Inc. underwent a change of control involving Crescent Energy Company (closed 2025-12-15).

Action: change of control
Counterparty: Crescent Energy Company
Closing: 2025-12-15

Exact text from the filing

On December 15, 2025 (the “Closing Date”), Vital Energy, Inc., a Delaware corporation (“Vital”), completed its previously announced transaction with Crescent Energy Company, a Delaware corporation (“Crescent”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.98

Vital Energy, Inc. terminated Fifth Amended and Restated Credit Agreement with Wells Fargo Bank, N.A. and other financial institutions valued at All outstanding indebtedness repaid in full and commitments terminated (effective 2025-12-15).

Action: termination
Agreement: credit facility
Counterparty: Wells Fargo Bank, N.A. and other financial institutions
Value: All outstanding indebtedness repaid in full and commitments terminated
Effective: 2025-12-15

Exact text from the filing

On December 15, 2025, in connection with the consummation of the Mergers, all outstanding indebtedness under the Fifth Amended and Restated Credit Agreement (as amended through that certain Thirteenth Amendment, dated as of September 20, 2024, the "Credit Agreement"), dated as of May 2, 2017, among Vital (f/k/a Laredo), as borrower, Wells Fargo Bank, N.A., as administrative agent, and the other financial institutions party thereto, was repaid in full and all commitments thereunder were terminated

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Vital Energy, Inc. entered into Vital 2030 Notes Sixth Supplemental Indenture with Vital Energy, Inc. valued at Supplemental indenture to amend Vital 2030 Notes Indenture (effective 2025-12-12).

Action: entry
Agreement: notes offering
Counterparty: Vital Energy, Inc.
Value: Supplemental indenture to amend Vital 2030 Notes Indenture
Effective: 2025-12-12

Exact text from the filing

On December 12, 2025, Vital entered into (i) that certain Second Supplemental Indenture to the Vital 2029 Notes Indenture (the "Vital 2029 Notes Supplemental Indenture")

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Vital Energy, Inc. entered into Vital 2029 Notes Supplemental Indenture with Vital Energy, Inc. (formerly Laredo Petroleum, Inc.) valued at Supplemental indenture to amend Vital 2029 Notes Indenture (effective 2025-12-12).

Action: entry
Agreement: notes offering
Counterparty: Vital Energy, Inc. (formerly Laredo Petroleum, Inc.)
Value: Supplemental indenture to amend Vital 2029 Notes Indenture
Effective: 2025-12-12

Exact text from the filing

On December 12, 2025, Vital entered into (i) that certain Second Supplemental Indenture to the Vital 2029 Notes Indenture (the "Vital 2029 Notes Supplemental Indenture"), pursuant to which the Vital 2029 Notes Indenture was amended to, among other things, (A) eliminate substantially all of the restrictive covenants, (B) eliminate certain of the events which may lead to an "Event of Default" and (C) eliminate the requirement of Vital to offer to purchase the Vital 2029 Notes upon a change of control

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Source: SEC EDGAR

accession 0001193125-25-319188

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