Crescent Energy Company (NYSE:CRGY) entered into a definitive agreement to acquire Vital Energy, Inc. (NYSE:VTLE) for approximately $760 million on August 24, 2025. Crescent will acquire Vital in an all-stock transaction valued at approximately $3.1 billion, inclusive of Vital?s net debt. Under the terms of the Agreement, Vital shareholders will receive 1.9062 shares of Crescent Class A common stock for each share of Vital common stock. Following the consummation of the Transaction, Crescent shareholders will own approximately 77% of the combined company and Vital shareholders will own approximately 23% of the combined company, on a fully diluted basis. The Combined company will retain the name Crescent Energy Company and will remain headquartered in Houston, Texas.

After closing of the Transaction, the Crescent board of directors will increase to 12 members with the addition of 2 directors to be designated by Vital. John Goff will continue to serve as Non-Executive Chairman and David Rockecharlie will continue to serve as Chief Executive Officer of the combined company. Crescent will remain headquartered in Houston. Incase of termination, Vital will be required to pay the Crescent a termination fee in the amount equal to $76.9 million and $22.5 will be required to be paid by Crescent to Vital.

The completion of the Mergers is subject to certain customary mutual conditions, including (i) the receipt of the required approval from Parent Stockholders (the ?Parent Stockholder Approval?), (ii) the receipt of the required approval from the Company Stockholders (the ?Company Stockholder Approval?), (iii) the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the ?HSR Act?), (iv) the absence of any governmental order or law that makes consummation of the Mergers illegal or otherwise prohibited, (v) Parent?s registration statement on Form S-4 having been declared effective by the U.S. Securities and Exchange Commission (the ?SEC?) under the Securities Act of 1933, as amended and no stop order having been issued, initiated or, to the knowledge of Parent or the Company, threatened by the SEC, and (vi) the shares of Parent Common Stock issuable in connection with the Mergers having been authorized for listing on the New York Stock Exchange, subject to official notice of issuance. The obligation of each party to consummate the Mergers is further conditioned upon certain of the parties? representations and warranties being true and correct (subject to certain materiality exceptions), the absence of a material adverse effect on each party, the parties having performed in all material respects their respective obligations under the Merger Agreement, and the receipt by each party of a compliance certificate. The Transaction has been unanimously approved by the boards of directors of both companies and unanimously approved by a special committee of independent directors of Crescent. Current Crescent and Vital shareholders representing approximately 29% and 20% of total common shares outstanding, respectively, are party to voting and/or existing investor agreements serving to support the Transaction in line with the unanimous recommendation of both Boards. The transaction is highly accretive across CFFO, FCF and NAV per share. As on December 12, 2025, the transaction has been approved by 26,111,925 Vital Energy shareholders and merger is expected to close on December 15, 2025. Vital Energy common stock will be suspended from trading on the New York Stock Exchange (NYSE) prior to market open on December 15, 2025.

Evercore Inc. (NYSE:EVR) is also serving as a financial advisor, Douglas E. Bacon, P.C., Kyle M. Watson, P.C. and Gabrielle Sumich, Chris Heasley, P.C Shawn Beloin, Anthony Sanderson, Michelle Williamson, Mark Dundon, Joe Tobias of Kirkland & Ellis LLP is serving as legal advisor to Crescent Energy Company. Intrepid Partners, LLC is serving as financial advisor, fairness opinion provider to Crescent and will receive a fee of $1 million for opinion rendered, $0.25 million for advisory services. Richards, Layton & Finger, P.A. is serving as counsel for the Special Committee of Crescent Energy Company. J.P. Morgan Securities LLC and Lazard are acting as financial advisors, Evan Miller, Hill Wellford, Jackson A. O'Maley, David Harry Stone, Bryan E. Loocke, Matthew Dobbins, Darin W. Schultz, Sean Becker, Regina K. Ibarra, David C. D'Alessandro, Brian M. Russell, Lina G. Dimachkieh, Thomas G. Zentner III, Lande Alexandra Spottswood and Douglas E. McWilliams of Vinson & Elkins LLP is serving as legal advisor to Vital Energy, Inc. Hillary Holmes of Gibson Dunn acted as legal advisor to Houlihan Lokey. D.F. King & Co., Inc. acted as proxy solicitor to Crescent and will receive a fee of $0.02 million. Sodali & Co. acted as proxy solicitor to Vital Energy, Inc and will receive a fee of $0.035 million. Equiniti Trust Company, LLC acted as transfer agent to Vital Energy, Inc and Crescent. Jefferies LLC acted as financial advisor, fairness opinion provider to Crescent and will receive a fee of $2.5 million for opinion rendered and $15 million towards advisory services. Houlihan Lokey Capital, Inc acted as financial advisor, fairness opinion provider to Vital Energy, Inc, will receive a fee of $3 million for opinion rendered and $15 million for advisory services.

Crescent Energy Company (NYSE:CRGY) completed the acquisition of Vital Energy, Inc. (NYSE:VTLE) on December 15, 2025.