Vital Energy, Inc. (NYSE: VTLE) (“Vital Energy” or the “Company”) today announced that, at a special meeting of Vital Energy stockholders held today, the stockholders of the Company approved the previously announced merger (the “Merger”) between Vital Energy and Crescent Energy Company (“Crescent”). Vital Energy will file the final vote results for its special meeting on a Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”). The Merger is anticipated to close on December 15, 2025.
“We appreciate the strong support from our stockholders, which underscores their confidence in the strategic combination of Vital Energy and Crescent,” stated Jason Pigott, President and CEO. “By joining forces, we expect to create a larger, financially robust operator with enhanced scale and the capacity to generate substantial free cash flow. This merger positions the combined companies to deliver sustainable cash returns and long-term value. We look forward to leveraging Crescent’s proven operating model to maximize the potential of our assets and benefit all stockholders.”
As previously announced, Vital Energy stockholders are entitled to receive 1.9062 shares of Class A common stock of Crescent for each share of Vital Energy common stock owned. Vital Energy common stock will be suspended from trading on the New York Stock Exchange (NYSE) prior to market open on December 15, 2025.
No Offer or Solicitation
This communication relates to a proposed business combination transaction (the “Transaction”) between Vital and Crescent. This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Important Additional Information
In connection with the Transaction, Crescent filed with the SEC a registration statement on Form S-4, which includes a joint proxy statement of Crescent and Vital and a prospectus of Crescent, which automatically became effective on November 10, 2025. Crescent and Vital may also file other documents with the SEC regarding the Transaction. The definitive joint proxy statement/prospectus was first mailed to the stockholders of Crescent and Vital on or about November 12, 2025. This document is not a substitute for the registration statement and joint proxy statement/prospectus filed with the SEC or any other documents that Crescent or Vital may file with the SEC or send to stockholders of Crescent or Vital in connection with the Transaction. INVESTORS AND SECURITY HOLDERS OF CRESCENT AND VITAL ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED MATTERS.