VTLE / Vital Energy, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

Crescent Energy Update Call August 25, 2025

425 Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vital Energy, Inc.

Crescent Energy Update Call August 25, 2025

425 Filed by Vital Energy, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vital Energy, Inc. Commission File No.: 001-35380 The following is a transcript of the investor update call jointly held virtually by Vital Energy, Inc. and Crescent Energy Company on August 25, 2025. The speakers are id

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 Crescent Energy C

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commis

Employee Town Hall Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vital Energy, Inc. Commission File No.: 001-353

425 Employee Town Hall Filed by Crescent Energy Company Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Vital Energy, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 25, 2025 VITAL ENERGY, INC

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 25, 2025 VITAL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organizati

AGREEMENT AND PLAN OF MERGER CRESCENT ENERGY COMPANY, VENUS MERGER SUB I INC., VENUS MERGER SUB II LLC VITAL ENERGY, INC. Dated as of August 24, 2025

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AMONG CRESCENT ENERGY COMPANY, VENUS MERGER SUB I INC., VENUS MERGER SUB II LLC AND VITAL ENERGY, INC. Dated as of August 24, 2025 TABLE OF CONTENTS Page ARTICLE I CERTAIN DEFINITIONS 1.1 Certain Definitions 2 1.2 Terms Defined Elsewhere 3 ARTICLE II THE MERGERS 2.1 The Mergers 5 2.2 Closing 6 2.3 Effects of the Mergers 6 2.4 Organi

VOTING AND SUPPORT AGREEMENT

EX-10.2 Exhibit 10.2 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of August 24, 2025, by and among Independence Energy Aggregator L.P., a Delaware limited partnership (the “Holder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Parent”), Parent and Vital Energy, Inc., a Delaware corporation (the “Company”).

Filed by Vital Energy, Inc.

425 Filed by Vital Energy, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Vital Energy, Inc. Commission File No.: 001-35380 The following email message was sent by Jason Pigott, President and Chief Executive Officer of Vital Energy, Inc. (“Vital”), to Vital employees on August 25, 2025: Dear V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 24, 2025 VITAL ENERGY, INC

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 24, 2025 VITAL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organizati

VOTING AND SUPPORT AGREEMENT

EX-10.1 Exhibit 10.1 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of August 24, 2025, by and among PT Independence Energy Holdings LLC, a Delaware limited liability company (the “Holder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Parent”), Parent and Vital Energy, Inc., a Delaware corporation (the “Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2025 Crescent Energy C

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2025 Crescent Energy Company (Exact name of registrant as specified in its charter) Delaware 001-41132 87-1133610 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 25, 2025 VITAL ENERGY, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 25, 2025 VITAL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization)

Crescent Energy to Acquire Vital Energy in All-Stock Transaction, Establishing a Top 10 Independent Accretive on all key metrics, delivering immediate and sustainable value for shareholders Assets will be managed within Crescent’s consistent strategy

EX-99.1 Exhibit 99.1 Crescent Energy to Acquire Vital Energy in All-Stock Transaction, Establishing a Top 10 Independent Accretive on all key metrics, delivering immediate and sustainable value for shareholders Assets will be managed within Crescent’s consistent strategy focused on free cash flow and returns Crescent increases non-core divestiture pipeline to $1 billion HOUSTON, August 25, 2025 –

Disclaimer The information in this presentation relates to Crescent Energy Company (the “Company”) and contains information that includes or is based upon “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, a

EX-99.2 Establishing a Top 10 Independent Crescent Energy to Acquire Vital Energy Exhibit 99.2 Disclaimer The information in this presentation relates to Crescent Energy Company (the “Company”) and contains information that includes or is based upon “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 24, 2025 VITAL ENERGY, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 24, 2025 VITAL ENERGY, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization)

VOTING AND SUPPORT AGREEMENT

EX-10.3 Exhibit 10.3 Execution Version VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (the “Agreement”), is dated as of August 24, 2025, by and among [   ] (the “Holder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Parent”), Parent and Vital Energy, Inc., a Delaware corporation (the “Company”). W I T N E S S E T H: WHEREAS, Parent, the Company, Venus Merg

Vital Energy Reports Second-Quarter 2025 Financial and Operating Results

EXHIBIT 99.1 Vital Energy Reports Second-Quarter 2025 Financial and Operating Results TULSA, OK - August 6, 2025 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") today reported second-quarter 2025 financial and operating results. Supplemental slides have been posted to the Company's website and can be found at www.vitalenergy.com. A conference call is planned for 7:30 a.m. CT, T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 6, 2025 VITAL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 6, 2025 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35380 Vital Energy, Inc. (E

Vital Energy Provides Details for its Second-Quarter 2025 Earnings Release and Conference Call

EXHIBIT 99.1 Vital Energy Provides Details for its Second-Quarter 2025 Earnings Release and Conference Call TULSA, OK - July 8, 2025 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") will report its second-quarter 2025 financial and operating results after market close on Wednesday, August 6, 2025. A conference call to discuss results is planned for 7:30 a.m. CT on Thursday, Augu

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 8, 2025 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 23, 2025 VITAL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 23, 2025 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 21, 2025 VITAL ENERGY, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 21, 2025 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35380 Vital Energy, Inc. (

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 12, 2025 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Commis

Vital Energy Reports First-Quarter 2025 Financial and Operating Results Company Reaffirms Full-Year Capital Investment and Production Outlook

EXHIBIT 99.1 Vital Energy Reports First-Quarter 2025 Financial and Operating Results Company Reaffirms Full-Year Capital Investment and Production Outlook TULSA, OK - May 12, 2025 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") today reported first-quarter 2025 financial and operating results. Supplemental slides have been posted to the Company's website and can be found at www

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 2, 2025 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Commi

Vital Energy Provides Details for its First-Quarter 2025 Earnings Release and Conference Call

EXHIBIT 99.1 Vital Energy Provides Details for its First-Quarter 2025 Earnings Release and Conference Call TULSA, OK - April 2, 2025 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") will report its first-quarter 2025 financial and operating results after market close on Monday, May 12, 2025. A conference call to discuss results is planned for 7:30 a.m. CT on Tuesday, May 13, 202

As filed with the Securities and Exchange Commission on March 13, 2025

Table of Contents As filed with the Securities and Exchange Commission on March 13, 2025 Registration No.

Filing Fee Tables.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vital Energy, Inc.

List of Subsidiaries.

EXHIBIT 21.1 List of Subsidiaries of Vital Energy, Inc. Name of Subsidiary Jurisdiction of Organization Vital Midstream Services, LLC Delaware

List of Issuers and Guarantor Subsidiaries.

EXHIBIT 22.1 List of Issuers and Guarantor Subsidiaries The following entities are the issuer and guarantors of Vital Energy, Inc.’s senior unsecured notes. Entity Jurisdiction of Organization Role Vital Energy, Inc. Delaware Issuer Vital Midstream Services, LLC Delaware Guarantor

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

EXHIBIT 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of the common stock, par value $0.01 per share (“Common Stock”), of Vital Energy, Inc., a Delaware corporation (the “Company,” “we,” “us,” and “our”), which is the only class of our securities registered under Section 12 of the Securities Exchan

Policy Prohibiting Insider Trading and Unauthorized Disclosure of Information to Others.

EXHIBIT 19.1 POLICY PROHIBITING INSIDER TRADING AND UNAUTHORIZED DISCLOSURE OF INFORMATION TO OTHERS In this policy, the “Company” or “we” refers to Vital Energy, Inc. “You” or “your” refers to the employees, officers and directors of the Company and any of its subsidiaries to whom this policy applies. We also refer to employees, officers, and directors of the Company as “insiders.” I. Introductio

Unaudited pro forma condensed combined financial information of Vital Energy, Inc. for the year ended December 31, 2024.

EXHIBIT 99.2 Vital Energy, Inc. Unaudited Pro Forma Condensed Combined Financial Information As previously disclosed in its Current Report on Form 8-K filed September 23, 2024, Vital Energy, Inc., (“Vital Energy” or the “Company”) and Northern Oil and Gas, Inc. (“NOG”) completed the acquisition of oil and natural gas properties and related assets located in Ward and Winkler Counties from Point Ene

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35380 Vital Energy, Inc. (Exact name of registrant as specified i

Mine Safety Disclosures.

EXHIBIT 95.1 Mine Safety Disclosures Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and Item 104 of Regulation S-K (17 CFR 229.104) require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977

Summary Report of Ryder Scott Company, L.P.

EXHIBIT 99.1 VITAL ENERGY, INC. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2024 /s/ Marsha E. Wellmann Marsha E. Wellmann, P.E. TBPELS License No. 116149 Senior Vice President [SEAL] RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGISTERED ENGINEERING

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 19, 2025 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (C

Vital Energy Reports Fourth-Quarter and Full-Year 2024 Financial and Operating Results Reports record total and oil production for 4Q-24 and FY-24 Updates development inventory to >11 years of oil-weighted locations

EXHIBIT 99.1 Vital Energy Reports Fourth-Quarter and Full-Year 2024 Financial and Operating Results Reports record total and oil production for 4Q-24 and FY-24 Updates development inventory to >11 years of oil-weighted locations TULSA, OK - February 19, 2025 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") today reported fourth-quarter and full-year 2024 financial and operating

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 15, 2025 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Co

Vital Energy Provides Details for its Fourth-Quarter 2024 Earnings Release and Conference Call

EXHIBIT 99.1 Vital Energy Provides Details for its Fourth-Quarter 2024 Earnings Release and Conference Call TULSA, OK - January 15, 2024 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") will report its fourth-quarter and full-year 2024 financial and operating results after market close on Wednesday, February 19, 2025. A conference call to discuss results is planned for 7:30 a.m.

Vital Energy, Inc. Change in Control Executive Severance Plan (amended and restated as of December 10, 2024).

EXHIBIT 10.2 VITAL ENERGY, INC. CHANGE IN CONTROL EXECUTIVE SEVERANCE PLAN Effective November 9, 2011 As Amended June 21, 2015, December 14, 2015, September 9, 2016, January 9, 2023, and December 10, 2024 INTRODUCTION The purpose of the Plan is to enable Vital Energy, Inc. (the “Company,” together with its subsidiaries, the “Employer”) to offer certain protections to employees if their employment

Vital Energy, Inc. Omnibus Equity Incentive Plan (amended and restated as of December 10, 2024).

EXHIBIT 10.1 VITAL ENERGY, INC. OMNIBUS EQUITY INCENTIVE PLAN (amended and restated as of May 23, 2024 and December 10, 2024) 1.Purpose. The purpose of the Vital Energy, Inc. Omnibus Equity Incentive Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (an

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 10, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (C

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 9, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Co

VTLE / Vital Energy, Inc. / WESTWOOD HOLDINGS GROUP INC - SC 13G Passive Investment

SC 13G 1 vitalenergy13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Vital Energy, Inc. (Name of Issuer) Common stock (Title of Class of Securities) 516806205 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

Mine Safety Disclosures.

EXHIBIT 95.1 Mine Safety Disclosures Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and Item 104 of Regulation S-K (17 CFR 229.104) require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 6, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35380 Vital Energy, In

Vital Energy Reports Third-Quarter 2024 Financial and Operating Results Raises fourth-quarter and full-year 2024 total and oil production forecasts

EXHIBIT 99.1 Vital Energy Reports Third-Quarter 2024 Financial and Operating Results Raises fourth-quarter and full-year 2024 total and oil production forecasts TULSA, OK - November 6, 2024 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") today reported third-quarter 2024 financial and operating results. Strong performance year-to-date also allowed the Company to increase its fo

Thirteenth Amendment to the Fifth Amended and Restated Credit Agreement, dated as of September 20, 2024, among Vital Energy, Inc., as borrower, Wells Fargo Bank, N.A., as administrative agent, the guarantors signatory hereto, and the banks signatory thereto.

EXHIBIT 10.1 Execution Version THIRTEENTH AMENDMENT to FIFTH AMENDED AND RESTATED CREDIT AGREEMENT among VITAL ENERGY, INC., as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, the Guarantors Signatory Hereto, and the Banks Signatory Hereto THIRTEENTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT This Thirteenth Amendment to Fifth Amended and Restated Credit Agreement (this “T

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 7, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Com

Vital Energy Schedules Third-Quarter 2024 Earnings Release and Conference Call

EXHIBIT 99.1 Vital Energy Schedules Third-Quarter 2024 Earnings Release and Conference Call TULSA, OK - October 7, 2024 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") will report third-quarter 2024 financial and operating results after the market close on Wednesday, November 6, 2024 and host a conference call and webcast on Thursday, November 7, 2024 at 7:30 a.m. CT. To partic

Consent of Moss Adams LLP with respect to Maple financial statements.

EX-23.7 Exhibit 23.7 Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement on Form S-8 of Vital Energy, Inc., of our report dated April 28, 2023, relating to the financial statements of Maple Energy Holdings, LLC (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph relating to a change in the method of acco

Consent of Deloitte & Touche LLP with respect to Point Energy audited annual financial statements.

EX-23.9 Exhibit 23.9 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 10, 2024 relating to the financial statements of Point Energy Partners Operating, LLC, appearing in the Current Report on Form 8-K of Vital Energy, Inc. filed on September 23, 2024. /s/ Deloitte & Touche LLP Dallas, Texas October 1,

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Table Form S-8 Registration Statement Under The Securities Act Of 1933 (Form Type) Vital Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation  Rule Amount Registered  Proposed Maximum  Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amoun

As filed with the Securities and Exchange Commission on October 1, 2024

As filed with the Securities and Exchange Commission on October 1, 2024 Registration No.

Consent of Ernst & Young LLP with respect to consolidated financial statements of Tall City.

EX-23.8 Exhibit 23.8 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Omnibus Equity Incentive Plan of Vital Energy, Inc. of our report dated April 28, 2023, with respect to the consolidated financial statements of Tall City Exploration III LLC as of and for the years ended December 31, 2022 and 2021 included in

Consent of Netherland, Sewell & Associates, Inc. with respect to Point Energy reserves report.

EX-23.10 Exhibit 23.10 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 and any amendments thereto filed by Vital Energy, Inc. (the “Company”) of references to our name and to our report dated August 20, 2024, with respect to estimates of oil and gas reserves and future revenue of Point Energy P

Crude Oil

Exhibit 99.1 Point Energy Partners Operating, LLC Consolidated Financial Statements as of and for the Years Ended December 31, 2023 and 2022 and Independent Auditor’s Report POINT ENERGY PARTNERS OPERATING, LLC TABLE OF CONTENTS Page INDEPENDENT AUDITOR’S REPORT 1–2 CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022: Consolidated Balance Sheets 3 Consolidate

Retained Earnings (Deficit)

Exhibit 99.2 POINT ENERGY PARTNERS OPERATING, LLC TABLE OF CONTENTS Page UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AS OF JUNE 30, 2024, AND DECEMBER 31, 2023, AND FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023: Balance Sheets 2 Statements of Operations 3 Statements of Changes in Member’s Equity 4 Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6-14 POINT ENERGY PARTNERS OP

August 21, 2024

Exhibit 99.4 Exhibit Letter August 21, 2024 Mr. Bryan Moody Point Energy Partners Operating, LLC 640 Taylor Street, Suite 1850 Fort Worth, Texas 76102 Dear Mr. Moody: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2023, to the Point Energy Partners Operating, LLC (PEP) interest in certain oil and gas properties located in Ward and Wink

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 20, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (

Vital Energy, Inc. Unaudited Pro Forma Condensed Combined Financial Information

EXHIBIT 99.3 Vital Energy, Inc. Unaudited Pro Forma Condensed Combined Financial Information On July 27, 2024, Vital Energy, Inc., (“Vital Energy” or the “Company”), entered into a purchase and sale agreement with Northern Oil and Gas, Inc. (“NOG”) and Point Energy Partners Petroleum, LLC, Point Energy Partners Operating, LLC, Point Energy Partners Water, LLC and Point Energy Partners Royalty, LLC

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 17, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (

VTLE / Vital Energy, Inc. / RIVERSTONE HOLDINGS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* VITAL ENERGY, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 516806205 (CUSIP Number) May 1, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 3, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35380 Vital Energy, Inc. (E

Vital Energy Reports Second-Quarter 2024 Financial and Operating Results Raises full-year 2024 total and oil production forecast Increases estimated sub-$50 WTI breakeven locations by ~45%

EXHIBIT 99.1 Vital Energy Reports Second-Quarter 2024 Financial and Operating Results Raises full-year 2024 total and oil production forecast Increases estimated sub-$50 WTI breakeven locations by ~45% TULSA, OK - August 7, 2024 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") today reported second-quarter 2024 financial and operating results. Supplemental slides have been poste

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 7, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Comm

Mine Safety Disclosures.

EXHIBIT 95.1 Mine Safety Disclosures Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and Item 104 of Regulation S-K (17 CFR 229.104) require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977

Vital Energy to Expand Delaware Basin Position Through Bolt-on Acquisition Transaction highly accretive to key metrics; adds 68 high-return gross locations

Exhibit 99.1 Vital Energy to Expand Delaware Basin Position Through Bolt-on Acquisition Transaction highly accretive to key metrics; adds 68 high-return gross locations TULSA, OK – July 28, 2024 - Vital Energy, Inc. (NYSE: VTLE) (“Vital Energy” or the “Company”) today announced the signing of a definitive joint purchase and sale agreement to acquire the assets of Point Energy Partners (“Point”), a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 27, 2024 VITAL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 27, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Commi

Purchase and Sale Agreement, dated July 27, 2024, by and among Vital Energy, Inc. and Northern Oil and Gas, Inc., as Purchaser, and Point Energy Partners Petroleum, LLC, Point Energy Partners Operating, LLC, Point Energy Partners Water, LLC and Point Energy Partners Royalty, LLC, as Seller.^

Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT by and among POINT ENERGY PARTNERS PETROLEUM, LLC, POINT ENERGY PARTNERS OPERATING, LLC, POINT ENERGY PARTNERS WATER, LLC and POINT ENERGY PARTNERS ROYALTY, LLC, as Seller, and VITAL ENERGY, INC. and NORTHERN OIL AND GAS, INC. as Purchaser Dated July 27, 2024 TABLE OF CONTENTS Page ARTICLE 1 PURCHASE AND SALE 1 1.1 Purchase and Sale 1 1.2 C

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 16, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Commi

Vital Energy Schedules Second-Quarter 2024 Earnings Release and Conference Call

EXHIBIT 99.1 Vital Energy Schedules Second-Quarter 2024 Earnings Release and Conference Call TULSA, OK - July 16, 2024 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") will report second-quarter 2024 financial and operating results after the market close on Wednesday, August 7, 2024 and host a conference call and webcast on Thursday, August 8, 2024, at 7:30 a.m. CT. To participa

Second Amended and Restated Certificate of Incorporation of Vital Energy, Inc., dated as of May 28, 2024.

EXHIBIT 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VITAL ENERGY, INC. (Originally incorporated on August 12, 2011) Vital Energy, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Corporation”) hereby certifies as follows: 1.The Corporation was originally incorporated under the name Laredo Petroleum Holdings, Inc

Vital Energy, Inc. Amended and Restated Omnibus Equity Incentive Plan, dated May 23, 2024.

EXHIBIT 10.1 VITAL ENERGY, INC. OMNIBUS EQUITY INCENTIVE PLAN (amended and restated as of May 23, 2024) 1.Purpose. The purpose of the Vital Energy, Inc. Omnibus Equity Incentive Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective director

Vital Energy Announces Conversion of 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock

EXHIBIT 99.1 Vital Energy Announces Conversion of 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock TULSA, OK - May 28, 2024 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") today announced its intention to mandatorily convert all outstanding shares of its 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock, par value $0.01 per share (the "Series A Pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 23, 2024 VITAL ENERGY, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 23, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Commis

Offer Letter, dated March 11, 2024, between Vital Energy, Inc. and Mr. Larry Faulkner.

EXHIBIT 10.4 March 11, 2024 Stephen “Larry” Faulkner, Jr. [Redacted] Re: Employment Offer for: Vice President Accounting & Chief Accounting Officer Dear Larry, I am delighted to offer you the opportunity to join Vital Energy, Inc. (the “Company”) in the position of Vice President Accounting & Chief Accounting Officer. This letter outlines the terms of our offer and will formalize any previous disc

Mine Safety Disclosures.

EXHIBIT 95.1 Mine Safety Disclosures Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and Item 104 of Regulation S-K (17 CFR 229.104) require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977

Twelfth Amendment to the Fifth Amended and Restated Credit Agreement, dated as of May 8, 2024, among Vital Energy, Inc., as borrower, Wells Fargo Bank, N.A., as administrative agent, Vital Midstream Services, LLC, as guarantor, and the banks signatory thereto.^

EXHIBIT 10.6 Execution Version TWELFTH AMENDMENT to FIFTH AMENDED AND RESTATED CREDIT AGREEMENT among VITAL ENERGY, INC., as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, the Guarantors Signatory Hereto, and the Banks Signatory Hereto TWELFTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT This Twelfth Amendment to Fifth Amended and Restated Credit Agreement (this “Twelfth Am

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35380 Vital Energy, Inc. (

Vital Energy Reports First-Quarter 2024 Financial and Operating Results Company sets quarterly total and oil production records with capital investments below expectations

EXHIBIT 99.1 Vital Energy Reports First-Quarter 2024 Financial and Operating Results Company sets quarterly total and oil production records with capital investments below expectations TULSA, OK - May 8, 2024 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") today reported first-quarter 2024 financial and operating results. Supplemental slides have been posted to the Company's we

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 8, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Commiss

Vital Energy Schedules First-Quarter 2024 Earnings Release and Conference Call

EXHIBIT 99.1 Vital Energy Schedules First-Quarter 2024 Earnings Release and Conference Call TULSA, OK - April 15, 2024 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") will report first-quarter 2024 financial and operating results after the market close on Wednesday, May 8, 2024 and host a conference call and webcast on Thursday, May 9, 2024, at 7:30 a.m. CT. To participate on t

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 15, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Indenture, dated as of March 28, 2024, among Vital Energy, Inc., Vital Midstream Services, LLC and U.S. Bank Trust Company, National Association, as trustee.

Exhibit 4.1 VITAL ENERGY, INC., as Issuer, THE GUARANTORS PARTY HERETO, as Guarantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 28, 2024 7.875% Senior Notes due 2032 TABLE OF CONTENTS Article One Definitions and Incorporation by Reference Section 1.01 Definitions 1 Section 1.02 Other Definitions 40 Section 1.03 Rules of Construction 40 Section 1.04 L

Vital Energy Announces Increase in Tender Cap for Senior Notes Due 2030

Exhibit 99.3 Vital Energy Announces Increase in Tender Cap for Senior Notes Due 2030 TULSA, OK – April 1, 2024 – Vital Energy, Inc., a Delaware corporation (NYSE: VTLE) (“Vital Energy” or the “Company”), today announced that it has amended its previously announced cash tender offer (the “Tender Offer”) for its 9.750% senior notes due 2030 (the “2030 Notes”). The Company is amending (i) the maximum

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 1, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Commi

Purchase Agreement, dated April 1, 2024, among Vital Energy, Inc., Vital Midstream Services, LLC and BofA Securities, Inc., as representative of the several initial purchasers named therein.

Exhibit 10.1 Execution Version VITAL ENERGY, INC. $200,000,000 7.875% Senior Notes due 2032 PURCHASE AGREEMENT April 1, 2024 BofA Securities, Inc. As Representative of the several Initial Purchasers named in Schedule A attached hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: Introductory. Vital Energy, Inc., a Delaware corporation (the “Company”), pr

Vital Energy Prices Upsized Offering of $200.0 Million of Senior Notes

Exhibit 99.2 Vital Energy Prices Upsized Offering of $200.0 Million of Senior Notes TULSA, OK – April 1, 2024 – Vital Energy, Inc., a Delaware corporation (NYSE: VTLE) (“Vital Energy” or the “Company”), today announced the pricing of its previously announced private placement offering (the “Offering”), upsized to $200.0 million in aggregate principal amount of 7.875% senior notes due 2032 (the “se

Vital Energy Announces Offering of $100.0 Million of Senior Notes

Exhibit 99.1 Vital Energy Announces Offering of $100.0 Million of Senior Notes TULSA, OK – April 1, 2024 – Vital Energy, Inc., a Delaware corporation (NYSE: VTLE) (“Vital Energy” or the “Company”), today announced that it intends to offer (the “Offering”), subject to market and other conditions, $100.0 million in aggregate principal amount of 7.875% senior notes due 2032 (the “senior notes”) in a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 28, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Comm

Indenture, dated as of March 28, 2024, among Vital Energy, Inc., Vital Midstream Services, LLC and U.S. Bank Trust Company, National Association, as trustee.

Exhibit 4.1 VITAL ENERGY, INC., as Issuer, THE GUARANTORS PARTY HERETO, as Guarantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 28, 2024 7.875% Senior Notes due 2032 TABLE OF CONTENTS ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 40 Section 1.03 Rules of Construction 41 Section 1.04 L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

521 E, 2nd Street, Suite 1000 · Tulsa, Oklahoma 74120 · (918) 513-4570 · Fax: (918) 513-4571 Vital Energy Commences Tender Offers For a Portion of Its Senior Notes Due 2028 and Its Senior Notes Due 2030

Exhibit 99.3 521 E, 2nd Street, Suite 1000 · Tulsa, Oklahoma 74120 · (918) 513-4570 · Fax: (918) 513-4571 www.vitalenergy.com Vital Energy Commences Tender Offers For a Portion of Its Senior Notes Due 2028 and Its Senior Notes Due 2030 TULSA, OK – March 14, 2024 – Vital Energy, Inc. (NYSE: VTLE) (“Vital Energy” or the “Company”) today announced that it has commenced cash tender offers (the “Tender

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 14, 2024 VITAL ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 14, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Comm

Vital Energy Announces Offering of $575.0 Million of Senior Notes

Exhibit 99.1 Vital Energy Announces Offering of $575.0 Million of Senior Notes TULSA, OK – March 14, 2024 – Vital Energy, Inc., a Delaware corporation (NYSE: VTLE) (“Vital Energy” or the “Company”), today announced that it intends to offer (the “Offering”), subject to market and other conditions, $575.0 million in aggregate principal amount of senior notes due 2032 (the “senior notes”) in a privat

Purchase Agreement, dated March 14, 2024, among Vital Energy, Inc., Vital Midstream Services, LLC and BofA Securities, Inc., as representative of the several initial purchasers named therein.

  Exhibit 10.1   VITAL ENERGY, INC.   $800,000,000 7.875% Senior Notes due 2032   PURCHASE AGREEMENT   March 14, 2024   BofA Securities, Inc. As Representative of the several Initial Purchasers named in Schedule A attached hereto   c/o BofA Securities, Inc.  One Bryant Park  New York, New York 10036   Ladies and Gentlemen:   Introductory. Vital Energy, Inc., a Delaware corporation (the “Company”),

Vital Energy Prices Upsized Offering of $800.0 Million of Senior Notes

Exhibit 99.2 Vital Energy Prices Upsized Offering of $800.0 Million of Senior Notes TULSA, OK – March 14, 2024 – Vital Energy, Inc., a Delaware corporation (NYSE: VTLE) (“Vital Energy” or the “Company”), today announced the pricing of its previously announced private placement offering (the “Offering”), upsized to $800.0 million in aggregate principal amount, of 7.875% senior notes due 2032 at 100

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 13, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Comm

Unaudited pro forma condensed combined financial information of Vital Energy, Inc. for the year ended December 31, 2023.

EXHIBIT 99.2 Vital Energy, Inc. Unaudited Pro Forma Condensed Combined Financial Information Vital Energy, Inc., a Delaware corporation (“Vital” or the “Company”), recently completed the following transactions, collectively known as the "Acquisitions": •Tall City Acquisition: As previously disclosed in its Current Report on Form 8-K filed on November 6, 2023 with the SEC, on November 6, 2023, Vita

Mine Safety Disclosures.

EXHIBIT 95.1 Mine Safety Disclosures Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and Item 104 of Regulation S-K (17 CFR 229.104) require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977

Nonqualified Director Deferred Compensation Plan.

EXHIBIT 10.28 LAREDO PETROLEUM, INC. DIRECTOR DEFERRED COMPENSATION PLAN TABLE OF CONTENTS Page Article 1 Introduction 1 1.1 Purpose 1 1.2 Status of Plan 1 Article 2 Definitions 1 Article 3 Eligibility and Participation 4 3.1 Eligibility 4 3.2 Enrollment and Commencement of Deferrals 4 3.3 Failure of Eligibility 4 Article 4 Deferrals 5 4.1 Election Forms and Enrollment Materials 5 4.2 Permitted De

Form of Performance Share Unit Award Agreement.

EXHIBIT 10.23 VITAL ENERGY, INC. OMNIBUS EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT This Performance Share Unit Award Agreement (“Agreement”) is made as of [Date] (the “Grant Date”) by and between Vital Energy, Inc. f/k/a Laredo Petroleum, Inc. (the “Company”) and [Participant Name] (the “Participant”). W I T N E S S E T H : WHEREAS, the Participant is currently an employee of th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35380 Vital Energy, Inc. (Exact name of registrant as specified i

Summary Report of Ryder Scott Company, L.P.

EXHIBIT 99.1 VITAL ENERGY, INC. Estimated Future Reserves and Income Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of December 31, 2023 /s/ Marsha E. Wellmann Marsha E. Wellmann, P.E. TBPELS License No. 116149 Senior Vice President [SEAL] RYDER SCOTT COMPANY, L.P. TBPELS Firm Registration No. F-1580 RYDER SCOTT COMPANY PETROLEUM CONSULTANTS TBPELS REGISTERED ENGINEERING

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

EXHIBIT 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of the common stock, par value $0.01 per share (“Common Stock”), of Vital Energy, Inc., a Delaware corporation (the “Company,” “we,” “us,” and “our”), which is the only class of our securities registered under Section 12 of the Securities Exchan

Executive Compensation Clawback Policy on Recoupment and Forfeiture of Incentive Compensation, dated November 1, 2023.

EXHIBIT 97.1 VITAL ENERGY, INC. POLICY ON RECOUPMENT AND FORFEITURE OF INCENTIVE COMPENSATION Adopted [ ] Effective as of December 1, 2023 Overview The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Vital Energy, Inc. (the “Company”) believes it is prudent to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Comp

List of Issuers and Guarantor Subsidiaries.

EXHIBIT 22.1 List of Issuers and Guarantor Subsidiaries The following entities are the issuer and guarantors of Vital Energy, Inc.’s senior unsecured notes. Entity Jurisdiction of Organization Role Vital Energy, Inc. Delaware Issuer Vital Midstream Services, LLC Delaware Guarantor

List of Subsidiaries.

EXHIBIT 21.1 List of Subsidiaries of Vital Energy, Inc. Name of Subsidiary Jurisdiction of Organization Vital Midstream Services, LLC Delaware Vital Energy Technology, LLC Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-35380

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-35380 (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report o

VITAL ENERGY, INC. Common Stock

TABLE OF CONTENTS  This filing is made pursuant to Rule 424(b)(7)  under the Securities Act of 1933, as amended,  in connection with Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 21, 2024 VITAL ENERGY, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 21, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (C

Vital Energy Reports Fourth-Quarter and Full-Year 2023 Financial and Operating Results Reports record total and oil production for 4Q-23 and FY-23 Plans to invest $750 - $850 million, increasing FY-24 oil production ~10% from 4Q-23 exit Updates devel

EXHIBIT 99.1 Vital Energy Reports Fourth-Quarter and Full-Year 2023 Financial and Operating Results Reports record total and oil production for 4Q-23 and FY-23 Plans to invest $750 - $850 million, increasing FY-24 oil production ~10% from 4Q-23 exit Updates development inventory to >10 years of oil-weighted locations TULSA, OK - February 21, 2024 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" o

Consent of Weaver and Tidwell, L.L.P. with respect to combined financial statements of the PEP Entities.

Exhibit 23.16 Consent of Independent Auditor We consent to the incorporation by reference in this Registration Statement on Form S-3 pertaining to Vital Energy, Inc. of our report dated December 22, 2023, with respect to the combined balance sheets as of December 31, 2022 and 2021 and the related combined statements of operations, changes in members’ equity, and cash flows for the year ended Decem

Consent of Ryder Scott Company, L.P. with respect to properties acquired from Tall City.

Exhibit 23.13 TBPELS REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS Ryder Scott Company, L.P. hereby consents to the incorporation by reference in this Registration Statement on Form S-3 of its reports regarding those quantities estimated by Ryder Scott of proved reserves

As filed with the Securities and Exchange Commission on February 14, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 14, 2024 Registration No.

Consent of Cawley, Gillespie & Associates, Inc.with respect to properties aqcuired from the PEP Entities.

Exhibit 23.17 Consent of Independent Petroleum Engineers As independent petroleum engineers, we hereby consent to the references to our firm, in the context in which they appear, and to the inclusion of information included or incorporated by reference in this Registration Statement of Vital Energy, Inc. from our firm’s reserve report and oil, natural gas and NGL reserves estimates and forecasts o

Consent of Cawley, Gillespie & Associates, Inc. with respect to properties acquired from Henry.

Exhibit 23.9 Consent of Independent Petroleum Engineers As independent petroleum engineers, we hereby consent to the references to our firm, in the context in which they appear, and to the inclusion of information included or incorporated by reference in this Registration Statement of Vital Energy, Inc. from our firm’s reserve report and oil, natural gas and NGL reserves estimates and forecasts of

Consent of Netherland, Sewell & Associates, Inc. with respect to the properties acquired from GR Holdings and the GREP Entitities.

Exhibit 23.15 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of all references to our firm and information from each of our reserves reports as of December 31, 2022, dated December 1, 2023, relating to the oil and gas reserves of (i) Granite Ridge Resources, Inc., (ii) Grey Rock Energy Fund IV

Consent of Netherland, Sewell & Associates, Inc. with respect to properties acquired from Maple.

Exhibit 23.11 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of all references to our firm and information from our reserves report as of December 31, 2022, dated September 5, 2023, relating to the oil and gas reserves of Maple Energy Holdings, LLC. We further consent to the reference to our f

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vital Energy, Inc.

Consent of Ernst & Young LLP with respect to consolidated financial statements of Tall City.

Exhibit 23.12 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement on this Form S-3 and related Prospectus of Vital Energy, Inc. for the registration of up to 1,858,962 shares of its common stock and to the incorporation by reference therein of our report dated April 28, 2023, with respect to the consolidated financial st

Consent of Moss Adams LLP with respect to Maple financial statements.

Exhibit 23.10 Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement of Vital Energy, Inc. on Form S-3 of our report dated April 28, 2023, relating to the financial statements of Maple Energy Holdings, LLC (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph relating to a change in the method of accounting f

Consent of Ryder Scott Company, L.P. with respect to properties acquired from Forge.

Exhibit 23.7 TBPELS REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS Ryder Scott Company, L.P. hereby consents to the incorporation by reference in this Registration Statement on Form S-3 of its reports regarding those quantities estimated by Ryder Scott of proved reserves o

Form of Registration Rights Agreement.

Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 2, 2024 (the “Closing Date”), is entered into by and among Vital Energy, Inc., a Delaware corporation (the “Company”), and PEP HPP Jubilee SPV LP, a Delaware limited partnership, PEP PEOF Dropkick SPV, LLC, a Delaware limited liability company, PEP HPP Dropkick SPV LP, a Delaware l

Consent of Weaver and Tidwell, L.L.P. with respect to Henry audited consolidated financial statements.

Exhibit 23.8 Consent of Independent Auditor We consent to the incorporation by reference in this Registration Statement on Form S-3 pertaining to Vital Energy, Inc. of our report dated September 5, 2023, with respect to the consolidated balance sheets of Henry Energy LP and subsidiaries as of December 31, 2022, 2021 and 2020 and the related consolidated statements of operations, changes in partner

Consent of Forvis, LLP with respect to the financial statements of Granite Ridge Resources, Inc.

Exhibit 23.14 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-3 of Vital Energy, Inc. of our report dated December 5, 2023, with respect to the statements of revenues and direct operating expenses of certain properties of Granite Ridge Resources, Inc. operated by Henry Energy LP for the years ended Decem

Vital Energy, Inc. Unaudited pro forma condensed combined financial information

EXHIBIT 99.3 Vital Energy, Inc. Unaudited pro forma condensed combined financial information On February 2, 2024, Vital Energy, Inc., a Delaware corporation (“Vital” or the “Company”), as buyer, signed and closed a purchase and sale agreement (the "PEP Purchase Agreement") with PEP Henry Production Partners LP, PEP HPP Jubilee SPV LP, PEP PEOF Dropkick SPV, LLC, PEP HPP Dropkick SPV LP, and HPP Ac

PEP SUBJECT COMPANIES Combined Financial Statements December 31, 2022 and 2021 (With Independent Auditor’s Report Thereon)

EXHIBIT 99.1 PEP SUBJECT COMPANIES Combined Financial Statements December 31, 2022 and 2021 (With Independent Auditor’s Report Thereon) PEP SUBJECT COMPANIES Table of Contents Page Independent Auditor’s Report 1 Combined Financial Statements: Balance Sheets 3 Statements of Operations 4 Statements of Changes in Members’ Equity 5 Statements of Cash Flows 6 Notes to Combined Financial Statements 7 In

PEP SUBJECT COMPANIES Condensed Combined Unaudited Interim Financial Statements September 30, 2023 and 2022

EXHIBIT 99.2 PEP SUBJECT COMPANIES Condensed Combined Unaudited Interim Financial Statements September 30, 2023 and 2022 PEP SUBJECT COMPANIES Table of Contents Page Condensed Combined Unaudited Interim Financial Statements: Balance Sheets 2 Statements of Operations 3 Statements of Changes in Members’ Equity 4 Statements of Cash Flows 5 Notes to Condensed Combined Unaudited Interim Financial State

CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 6500 RIVER PLACE BLVD, BLDG 3 SUITE 200 306 WEST SEVENTH STREET, SUITE 302 1000 LOUISIANA STREET, SUITE 1900 AUSTIN, TEXAS 78730 FORT WORTH, TEXAS 76102-4905 HOUSTON, TEXAS 77002-5017 512-249

EXHIBIT 99.4 CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS 6500 RIVER PLACE BLVD, BLDG 3 SUITE 200 306 WEST SEVENTH STREET, SUITE 302 1000 LOUISIANA STREET, SUITE 1900 AUSTIN, TEXAS 78730 FORT WORTH, TEXAS 76102-4905 HOUSTON, TEXAS 77002-5017 512-249-7000 817- 336-2461 713-651-9944 www.cgaus.com November 7, 2023 Mr. Jacob Smith, CFA Associate Pickering Energy Partners 100 Waugh Drive,

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 3) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 31, 2023 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation

VTLE / Vital Energy, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Vital Energy Inc Title of Class of Securities: Common Stock CUSIP Number: 516806205 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Ru

Vital Energy Closes Second Transaction to Acquire Additional Working Interests Related to Recent Permian Basin Acquisition

EXHIBIT 99.1 Vital Energy Closes Second Transaction to Acquire Additional Working Interests Related to Recent Permian Basin Acquisition TULSA, OK - February 5, 2024 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") today announced the second acquisition of additional working interests in producing assets associated with the recent asset acquisition from Henry Energy LP, Moriah He

Purchase and Sale Agreement, dated as of February 2, 2024 by and among Vital Energy, Inc. and PEP Henry Production Partners LP, PEP HPP Jubilee SPV LP, PEP PEOF Dropkick SPV, LLC, PEP HPP Dropkick SPV LP and HPP Acorn SPV LP.

EXHIBIT 2.1 Execution Version PURCHASE AND SALE AGREEMENT by and among PEP HENRY PRODUCTION PARTNERS LP, PEP HPP JUBILEE SPV LP, PEP PEOF DROPKICK SPV, LLC, PEP HPP DROPKICK SPV LP and HPP ACORN SPV LP as Seller and VITAL ENERGY, INC. as Purchaser Dated February 2, 2024 TABLE OF CONTENTS Page ARTICLE 1 PURCHASE AND SALE 1 1.1 Purchase and Sale 1 1.2 Certain Definitions 1 1.3 Excluded Assets 13 ART

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 31, 2023 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation

Vital Energy Provides Select Preliminary Fourth-Quarter 2023 Results Total and oil production exceed outlook with capital investments in-line Company provides fourth-quarter and full-year 2023 earnings and conference call details

EXHIBIT 99.1 Vital Energy Provides Select Preliminary Fourth-Quarter 2023 Results Total and oil production exceed outlook with capital investments in-line Company provides fourth-quarter and full-year 2023 earnings and conference call details TULSA, OK - January 9, 2024 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") today provided select preliminary results for fourth-quarter

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 9, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Com

Consent of Forvis, LLP with respect to the financial statements of Granite Ridge Resources, Inc.

Exhibit 23.14 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-3 of Vital Energy, Inc. of our report dated December 5, 2023, with respect to the statements of revenues and direct operating expenses of certain properties of Granite Ridge Resources, Inc. operated by Henry Energy LP for the years ended Decem

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vital Energy, Inc.

As filed with the Securities and Exchange Commission on January 4, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 4, 2024 Registration No.

Consent of Netherland, Sewell & Associates, Inc. with respect to properties acquired from Maple.

Exhibit 23.11 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of all references to our firm and information from our reserves report as of December 31, 2022, dated September 5, 2023, relating to the oil and gas reserves of Maple Energy Holdings, LLC. We further consent to the reference to our f

Consent of Ryder Scott Company, L.P. with respect to properties acquired from Tall City.

Exhibit 23.13 TBPELS REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS Ryder Scott Company, L.P. hereby consents to the incorporation by reference in this Registration Statement on Form S-3 of its reports regarding those quantities estimated by Ryder Scott of proved reserves

Consent of Moss Adams LLP with respect to Maple financial statements.

Exhibit 23.10 Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement of Vital Energy, Inc. on Form S-3 of our report dated April 28, 2023, relating to the financial statements of Maple Energy Holdings, LLC (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph relating to a change in the method of accounting f

Consent of Cawley, Gillespie & Associates, Inc. with respect to properties acquired from Henry.

Exhibit 23.9 Consent of Independent Petroleum Engineers As independent petroleum engineers, we hereby consent to the references to our firm, in the context in which they appear, and to the inclusion of information included or incorporated by reference in this Registration Statement of Vital Energy, Inc. from our firm’s reserve report and oil, natural gas and NGL reserves estimates and forecasts of

Consent of Weaver and Tidwell, L.L.P. with respect to Henry audited consolidated financial statements.

Exhibit 23.8 Consent of Independent Auditor We consent to the incorporation by reference in this Registration Statement on Form S-3 pertaining to Vital Energy, Inc. of our report dated September 5, 2023, with respect to the consolidated balance sheets of Henry Energy LP and subsidiaries as of December 31, 2022, 2021 and 2020 and the related consolidated statements of operations, changes in partner

Consent of Ernst & Young LLP with respect to consolidated financial statements of Tall City.

Exhibit 23.12 Consent of Independent Auditors We consent to the reference to our firm under the caption “Experts” in the Registration Statement on this Form S-3 and related Prospectus of Vital Energy, Inc. for the registration of up to 1,222,130 shares of its common stock and to the incorporation by reference therein of our report dated April 28, 2023, with respect to the consolidated financial st

Consent of Netherland, Sewell & Associates, Inc. with respect to the properties acquired from GR Holdings and the GREP Entitities.

Exhibit 23.15 Consent of Independent Petroleum Engineers and Geologists We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of all references to our firm and information from each of our reserves reports as of December 31, 2022, dated December 1, 2023, relating to the oil and gas reserves of (i) Granite Ridge Resources, Inc., (ii) Grey Rock Energy Fund IV

Consent of Ryder Scott Company, L.P. with respect to properties acquired from Forge.

Exhibit 23.7 TBPELS REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA   SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS Ryder Scott Company, L.P. hereby consents to the incorporation by reference in this Registration Statement on Form S-3 of its reports regarding those quantities estimated by Ryder Scott of proved reserves

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 3, 2024 VITAL ENERGY, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 3, 2024 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Com

HENRY PROPERTIES STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES (in thousands)

Exhibit 99.4 HENRY PROPERTIES STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES (in thousands) Nine Months Ended September 30, 2023 (Unaudited) REVENUES Oil and natural gas sales $ 771 DIRECT OPERATING EXPENSES Lease operating expenses 96 Production and ad valorem taxes 36 Total direct operating expenses 132 REVENUE IN EXCESS OF DIRECT OPERATING EXPENSES $ 639 See accompanying Notes to the State

HENRY PROPERTIES STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES (in thousands)

Exhibit 99.3 HENRY PROPERTIES STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES (in thousands) Nine Months Ended September 30, 2023 (Unaudited) REVENUES Oil and natural gas sales $ 1,476 DIRECT OPERATING EXPENSES Lease operating expenses 184 Production and ad valorem taxes 69 Total direct operating expenses 253 REVENUE IN EXCESS OF DIRECT OPERATING EXPENSES $ 1,223 See accompanying Notes to the

Vital Energy, Inc. Unaudited Pro Forma Condensed Combined Financial Information

Exhibit 99.8 Vital Energy, Inc. Unaudited Pro Forma Condensed Combined Financial Information Maple Energy Acquisition On September 13, 2023, Vital Energy, Inc., a Delaware corporation (“Vital” or the “Company”), as buyer, entered into a purchase and sale agreement (the “Maple Purchase Agreement”), with Maple Energy Holdings, LLC (“Maple Properties Seller”). Pursuant to the Maple Purchase Agreement

Vital Energy Acquires Additional Working Interests in Recent High-Value Acquisitions in the Permian Basin

Exhibit 99.1 Vital Energy Acquires Additional Working Interests in Recent High-Value Acquisitions in the Permian Basin TULSA, OK - December 21, 2023 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") today announced the acquisition of additional working interests in producing assets associated with the recent asset acquisition from Henry Energy LP, Moriah Henry Partners LLC and He

HENRY ENERGY LP Condensed Consolidated Unaudited Interim Financial Statements September 30, 2023 and 2022 HENRY ENERGY LP Table of Contents

Exhibit 99.6 HENRY ENERGY LP Condensed Consolidated Unaudited Interim Financial Statements September 30, 2023 and 2022 HENRY ENERGY LP Table of Contents Page Condensed Consolidated Unaudited Interim Financial Statements: Balance Sheets 1 Statements of Operations 2 Statements of Changes in Partner’s Capital 3 Statements of Cash Flows 4 Notes to Condensed Consolidated Unaudited Interim Financial Sta

December 1, 2023

Exhibit 99.9 December 1, 2023 Mr. Luke Brandenberg Granite Ridge Resources, Inc. 5217 McKinney Avenue, Suite 400 Dallas, Texas 75205 Dear Mr. Brandenberg: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2022, to the Granite Ridge Divestiture interest in certain oil and gas properties located in Reeves and Upton Counties, Texas. Granite

Independent Auditor’s Report

Exhibit 99.2 Independent Auditor’s Report Board of Directors Granite Ridge Resources Inc. Dallas, Texas Opinion We have audited the accompanying statements of revenues and direct operating expenses of certain properties of Granite Ridge Resources, Inc. operated by Henry Energy LP (“Henry”) acquired by Vital Energy, Inc. (the “Henry Properties”) for the years ended December 31, 2022 and 2021, and t

December 1, 2023

Exhibit 99.10 December 1, 2023 Mr. Ryan Riggelson Grey Rock Energy Management, LLC 5217 McKinney Avenue, Suite 400 Dallas, Texas 75205 Dear Mr. Riggelson: In accordance with your request, we have estimated the proved undeveloped reserves and future revenue, as of December 31, 2022, to the Grey Rock Fund IV-A Divestiture interest in certain oil and gas properties located in Reeves County, Texas. Gr

Form of Grey Rock Registration Rights Agreement (attached as Exhibit G).

Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT by and among GRANITE RIDGE HOLDINGS LLC, GREP IV-A PERMIAN LLC, and GREP IV-B PERMIAN LLC as Seller and Vital energy, inc. as Purchaser Dated December 21, 2023 Table of Contents Page ARTICLE 1 PURCHASE AND SALE 1 1.1 Purchase and Sale 1 1.2 Certain Definitions 1 1.3 Excluded Assets 14 ARTICLE 2 PURCHASE PRICE 16 2.1 Purchase Price 16 2.2 Al

Maple Energy Holdings, LLC Balance Sheets

Exhibit 99.5 Maple Energy Holdings, LLC FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 Review Report of Independent Auditors The Board of Directors and Member Maple Energy Holdings, LLC Results of Review of Interim Financial Information We have reviewed the accompanying financial statements of Maple Energy Holdings, LLC

December 1, 2023

Exhibit 99.11 December 1, 2023 Mr. Ryan Riggelson Grey Rock Energy Management, LLC 5217 McKinney Avenue, Suite 400 Dallas, Texas 75205 Dear Mr. Riggelson: In accordance with your request, we have estimated the proved undeveloped reserves and future revenue, as of December 31, 2022, to the Grey Rock Fund IV-B Divestiture interest in certain oil and gas properties located in Reeves County, Texas. Gr

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 31, 2023 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation

Tall City Exploration III LLC

Exhibit 99.7 Tall City Exploration III LLC and Subsidiaries Condensed Consolidated Financial Statements Interim Periods Ended September 30, 2023 and 2022 Tall City Exploration III LLC and Subsidiaries Consolidated Financial Statements Nine months ended September 30, 2023 and 2022 Index Contents Consolidated Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Operations 4

VTLE / Vital Energy Inc. / Campbell Richard D - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 VITAL ENERGY, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 516806205 (CUSIP Number) Richard D. Campbell 3525 Andrews Highway Midland, Texas 79703 432-694-3000 (Name, Address and Telephone Number of Person Authorized to

Joint Filing Agreement dated as of December 1, 2023 among the Reporting Persons

EX-99.1 2 d480484dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Vital Energy Inc., and further agree that this Joint F

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 27, 2023 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (C

Vital Energy Announces Conversion of 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock

EXHIBIT 99.1 Vital Energy Announces Conversion of 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock TULSA, OK - November 21, 2023 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") today announced its intention to mandatorily convert all outstanding shares of its 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock, par value $0.01 per share (the "Series

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 21, 2023 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (C

Fourth Certificate of Amendment to Vital Energy, Inc. Amended and Restated Certificate of Incorporated, dated November 21, 2023.

EXHIBIT 3.1 FOURTH CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VITAL ENERGY, INC. (Originally incorporated on August 12, 2011) Vital Energy, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies pursuant to Section 242 of the DGCL: FIRST: By u

VTLE / Vital Energy Inc. / Campbell Richard D - SC 13G Passive Investment

SC 13G 1 d597151dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) VITAL ENERGY, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 516806205 (CUSIP Number) Novemb

Vital Energy Promotes Katie Hill to Senior Vice President and Chief Operating Officer

Exhibit 99.1 Vital Energy Promotes Katie Hill to Senior Vice President and Chief Operating Officer TULSA, OK - November 13, 2023 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") today announced the promotion of Katie Hill to Senior Vice President and Chief Operating Officer, effective November 13, 2023. Ms. Hill has been with Vital Energy since September 2022 and previously serv

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 13, 2023 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (C

VTLE / Vital Energy Inc. / RIVERSTONE HOLDINGS LLC - SC 13G Passive Investment

SC 13G 1 d902249dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VITAL ENERGY, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 516806205 (CUSIP Number) October 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the approp

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99 2 d902249dex99.htm EX-99 Exhibit 99 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agr

As filed with the Securities and Exchange Commission on November 6, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 6, 2023 Registration No.

Certificate of Amendment to Certificate of Designations of 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock of Vital Energy, Inc.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATIONS OF 2.0% CUMULATIVE MANDATORILY CONVERTIBLE SERIES A PREFERRED STOCK OF VITAL ENERGY, INC. Vital Energy, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies: FIRST: By unanimous written consent of the Board of D

Consent of Ernst & Young LLP with respect to consolidated financial statements of Tall City.

Exhibit 23.12 Consent of Independent Auditors We consent to the reference to our firm under the caption “Experts” in the Registration Statement on this Form S-3 and related Prospectus of Vital Energy, Inc. for the registration of up to 1,402,258 shares of its common stock and to the incorporation by reference therein of our report dated April 28, 2023, with respect to the consolidated financial st

Consent of Ernst & Young LLP with respect to consolidated financial statements of Tall City.

Exhibit 23.12 Consent of Independent Auditors We consent to the reference to our firm under the caption “Experts” in the Registration Statement on this Form S-3 and related Prospectus of Vital Energy, Inc. for the registration of up to 8,277,106 shares of its common stock and to the incorporation by reference therein of our report dated April 28, 2023, with respect to the consolidated financial st

Consent of Netherland, Sewell & Associates, Inc. with respect to properties acquired from Maple.

Exhibit 23.11 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of all references to our firm and information from our reserves report as of December 31, 2022, dated September 5, 2023, relating to the oil and gas reserves of Maple Energy Holdings, LLC. We further consent to the reference to our f

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 31, 2023 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Co

As filed with the Securities and Exchange Commission on November 6, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 6, 2023 Registration No.

Consent of Ryder Scott Company, L.P. with respect to properties acquired from Tall City.

Exhibit 23.13 TBPELS REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS Ryder Scott Company, L.P. hereby consents to the incorporation by reference in this Registration Statement on Form S-3 of its reports regarding those quantities estimated by Ryder Scott of proved reserves

Consent of Ryder Scott Company, L.P. with respect to properties acquired from Tall City.

Exhibit 23.13 TBPELS REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS Ryder Scott Company, L.P. hereby consents to the incorporation by reference in this Registration Statement on Form S-3 of its reports regarding those quantities estimated by Ryder Scott of proved reserves

Consent of Weaver and Tidwell, L.L.P. with respect to Henry audited consolidated financial statements.

Exhibit 23.8 Consent of Independent Auditor We consent to the incorporation by reference in this Registration Statement on Form S-3 pertaining to Vital Energy, Inc. of our report dated September 5, 2023, with respect to the consolidated balance sheets of Henry Energy LP and subsidiaries as of December 31, 2022, 2021 and 2020 and the related consolidated statements of operations, changes in partner

Consent of Cawley, Gillespie & Associates, Inc. with respect to properties acquired from Henry.

Exhibit 23.9 Consent of Independent Petroleum Engineers As independent petroleum engineers, we hereby consent to the references to our firm, in the context in which they appear, and to the inclusion of information included or incorporated by reference in this Registration Statement of Vital Energy, Inc. from our firm’s reserve report and oil, natural gas and NGL reserves estimates and forecasts of

Consent of Cawley, Gillespie & Associates, Inc. with respect to properties acquired from Henry.

Exhibit 23.9 Consent of Independent Petroleum Engineers As independent petroleum engineers, we hereby consent to the references to our firm, in the context in which they appear, and to the inclusion of information included or incorporated by reference in this Registration Statement of Vital Energy, Inc. from our firm’s reserve report and oil, natural gas and NGL reserves estimates and forecasts of

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vital Energy, Inc.

Consent of Netherland, Sewell & Associates, Inc. with respect to properties acquired from Maple.

Exhibit 23.11 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of all references to our firm and information from our reserves report as of December 31, 2022, dated September 5, 2023, relating to the oil and gas reserves of Maple Energy Holdings, LLC. We further consent to the reference to our f

Consent of Moss Adams LLP with respect to Maple financial statements.

Exhibit 23.10 Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement of Vital Energy, Inc. on Form S-3 of our report dated April 28, 2023, relating to the financial statements of Maple Energy Holdings, LLC (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph relating to a change in the method of accounting f

Consent of Ryder Scott Company, L.P. with respect to properties acquired from Forge.

Exhibit 23.7 TBPELS REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS Ryder Scott Company, L.P. hereby consents to the incorporation by reference in this Registration Statement on Form S-3 of its reports regarding those quantities estimated by Ryder Scott of proved reserves o

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vital Energy, Inc.

Consent of Moss Adams LLP with respect to Maple financial statements.

Exhibit 23.10 Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement of Vital Energy, Inc. on Form S-3 of our report dated April 28, 2023, relating to the financial statements of Maple Energy Holdings, LLC (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph relating to a change in the method of accounting f

Consent of Weaver and Tidwell, L.L.P. with respect to Henry audited consolidated financial statements.

Exhibit 23.8 Consent of Independent Auditor We consent to the incorporation by reference in this Registration Statement on Form S-3 pertaining to Vital Energy, Inc. of our report dated September 5, 2023, with respect to the consolidated balance sheets of Henry Energy LP and subsidiaries as of December 31, 2022, 2021 and 2020 and the related consolidated statements of operations, changes in partner

Consent of Ryder Scott Company, L.P. with respect to properties acquired from Forge.

Exhibit 23.7 TBPELS REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS Ryder Scott Company, L.P. hereby consents to the incorporation by reference in this Registration Statement on Form S-3 of its reports regarding those quantities estimated by Ryder Scott of proved reserves o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35380 Vital Energy, In

Mine Safety Disclosures.

EXHIBIT 95.1 Mine Safety Disclosures Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") and Item 104 of Regulation S-K (17 CFR 229.104) require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934, as amended, that operate mines regulated under the Federal Mine Safety and Health Act of 1977

Consent of Ryder Scott Company, L.P. with respect to properties acquired from Forge.

Exhibit 23.7 TBPELS REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS Ryder Scott Company, L.P. hereby consents to the incorporation by reference in this Registration Statement on Form S-3 of its reports regarding those quantities estimated by Ryder Scott of proved reserves o

Consent of Weaver and Tidwell, L.L.P. with respect to Henry audited consolidated financial statements.

Exhibit 23.8 Consent of Independent Auditor We consent to the incorporation by reference in this Registration Statement on Form S-3 pertaining to Vital Energy, Inc. of our report dated September 5, 2023, with respect to the consolidated balance sheets of Henry Energy LP and subsidiaries as of December 31, 2022, 2021 and 2020 and the related consolidated statements of operations, changes in partner

Vital Energy Reports Third-Quarter 2023 Financial and Operating Results Record quarterly production exceeds guidance, leads to increased full-year 2023 outlook Capital investments in quarter were below guidance Publishes 2023 Sustainability Report an

EXHIBIT 99.1 Vital Energy Reports Third-Quarter 2023 Financial and Operating Results Record quarterly production exceeds guidance, leads to increased full-year 2023 outlook Capital investments in quarter were below guidance Publishes 2023 Sustainability Report and inaugural Climate Risk and Resilience Report TULSA, OK - November 2, 2023 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Com

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vital Energy, Inc.

Consent of Cawley, Gillespie & Associates, Inc. with respect to properties to be acquired from Henry.

Exhibit 23.9 Consent of Independent Petroleum Engineers As independent petroleum engineers, we hereby consent to the references to our firm, in the context in which they appear, and to the inclusion of information included or incorporated by reference in this Registration Statement of Vital Energy, Inc. from our firm’s reserve report and oil, natural gas and NGL reserves estimates and forecasts of

Consent of Moss Adams LLP with respect to Maple financial statements.

Exhibit 23.10 Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement of Vital Energy, Inc. on Form S-3 of our report dated April 28, 2023, relating to the financial statements of Maple Energy Holdings, LLC (which report expresses an unmodified opinion and includes an emphasis-of-matter paragraph relating to a change in the method of accounting f

Consent of Netherland, Sewell & Associates, Inc. with respect to properties acquired from Maple.

Exhibit 23.11 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of all references to our firm and information from our reserves report as of December 31, 2022, dated September 5, 2023, relating to the oil and gas reserves of Maple Energy Holdings, LLC. We further consent to the reference to our f

As filed with the Securities and Exchange Commission on November 1, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 1, 2023 Registration No.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 2, 2023 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Co

Consent of Ryder Scott Company, L.P. with respect to properties to be acquired from Tall City.

Exhibit 23.13 TBPELS REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS Ryder Scott Company, L.P. hereby consents to the incorporation by reference in this Registration Statement on Form S-3 of its reports regarding those quantities estimated by Ryder Scott of proved reserves

Consent of Ernst & Young LLP with respect to consolidated financial statements of Tall City.

Exhibit 23.12 Consent of Independent Auditors We consent to the reference to our firm under the caption “Experts” in the Registration Statement on this Form S-3 and related Prospectus of Vital Energy, Inc. for the registration of 3,370,497 shares of its common stock and to the incorporation by reference therein of our report dated April 28, 2023, with respect to the consolidated financial statemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.    )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.    ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.    )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.    ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Vital Energy Provides Select Preliminary Third-Quarter 2023 Results Total and oil production exceed outlook with capital investments below low end of guidance Company provides third-quarter 2023 earnings and conference call details

Exhibit 99.1 Vital Energy Provides Select Preliminary Third-Quarter 2023 Results Total and oil production exceed outlook with capital investments below low end of guidance Company provides third-quarter 2023 earnings and conference call details TULSA, OK - October 11, 2023 - Vital Energy, Inc. (NYSE: VTLE) ("Vital Energy" or the "Company") today provided select preliminary results for third-quarte

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 11, 2023 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (Co

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 25, 2023 VITAL ENERGY, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-35380 45-3007926 (State or Other Jurisdiction of Incorporation or Organization) (

Fifth Supplemental Indenture, dated as of September 25, 2023, among Vital Energy, Inc., Vital Midstream Services, LLC and U.S. Bank Trust Company, National Association, as trustee.

Exhibit 4.2 VITAL ENERGY, INC., as Issuer, THE GUARANTORS PARTY HERETO, as Guarantors and U.S. Bank Trust Company, National Association, as Trustee and Computershare Trust Company, National Association, as Base Trustee FIFTH SUPPLEMENTAL INDENTURE Dated as of September 25, 2023 9.750% Senior Notes due 2030 TABLE OF CONTENTS Article One Issue and Description of Notes 3 Section 1.01 Designation and

Calculation of Filing Fee Tables (Form Type) Vital Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES Calculation of Filing Fee Tables 424(b)(5) (Form Type) Vital Energy, Inc.

$900,000,000 $400,000,000 10.125% Senior Notes due 2028 $500,000,000 9.750% Senior Notes due 2030

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-263752 PROSPECTUS SUPPLEMENT (To prospectus dated March 21, 2022) $900,000,000 $400,000,000 10.125% Senior Notes due 2028 $500,000,000 9.750% Senior Notes due 2030 Vital Energy, Inc. is offering $400,000,000 aggregate principal amount of its 10.125% senior notes due 2028 (the “new 2028 notes”) and $500,000,000 aggregate prin

Vital Energy Prices Upsized Offering Of Common Stock

Exhibit 99.2 Vital Energy Prices Upsized Offering Of Common Stock TULSA, OK – September 14, 2023 – Vital Energy, Inc., a Delaware corporation (NYSE: VTLE) (“Vital Energy” or the “Company”), announced today the pricing of an upsized underwritten public offering of 2,750,000 shares of its common stock for total gross proceeds (before underwriters’ fees and estimated expenses) of approximately $148.5

Vital Energy Announces Offering Of Common Stock

Exhibit 99.1 Vital Energy Announces Offering Of Common Stock TULSA, OK – September 13, 2023 – Vital Energy, Inc., a Delaware corporation (NYSE: VTLE) (“Vital Energy” or the “Company”), announced today the commencement of an underwritten public offering of 2,500,000 shares of its common stock, subject to market and other conditions. The Company expects to grant the underwriters a 30-day option to p

Vital Energy Prices Upsized Offering of $900 Million of Senior Notes

Exhibit 99.4 Vital Energy Prices Upsized Offering of $900 Million of Senior Notes TULSA, OK – September 18, 2023 – Vital Energy, Inc., a Delaware corporation (NYSE: VTLE) (“Vital Energy” or the “Company”), announced today the pricing of $400 million in aggregate principal amount of 10.125% senior unsecured notes due 2028 at 101% of par and $500 million in aggregate principal amount of 9.750% senio

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 14, 2023 VITAL ENERGY, INC. (Exact name of registrant as specified in charter) Delaware 001-35380 45-3007926 (State or other jurisdiction of incorporation or organization) (

Vital Energy Announces Offering Of Senior Notes

Exhibit 99.3 Vital Energy Announces Offering Of Senior Notes TULSA, OK – September 13, 2023 – Vital Energy, Inc., a Delaware corporation (NYSE: VTLE) (“Vital Energy” or the “Company”), announced today that it intends, subject to market conditions, to publicly offer $300 million in aggregate principal amount of 10.125% senior unsecured notes due 2028 and $500 million in aggregate principal amount o

Certificate of Designations of 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock of Vital Energy, Inc., as filed with the Secretary of State of the State of Delaware on September 13, 2023.

Exhibit 3.1 CERTIFICATE OF DESIGNATIONS OF 2.0% CUMULATIVE MANDATORILY CONVERTIBLE SERIES A PREFERRED STOCK OF VITAL ENERGY, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware VITAL ENERGY, INC., a Delaware corporation (the “Company”), certifies that pursuant to the resolutions of the Finance Committee of Board of Directors adopted on September 11, 2023, the creat

Underwriting Agreement, dated September 18, 2023, among Vital Energy, Inc., Laredo Midstream Services, LLC and Wells Fargo Securities, LLC, as representative of the several underwriters named in Schedule A thereto.

Exhibit 1.2 Execution Version VITAL ENERGY, INC. $500,000,000 9.750% Senior Notes due 2030 $400,000,000 10.125% Senior Notes due 2028 UNDERWRITING AGREEMENT September 18, 2023 Wells Fargo Securities, LLC As Representative of the several Underwriters named in Schedule A attached hereto c/o Wells Fargo Securities, LLC 500 West 33rd Street, 14th Floor New York, New York 10001 Ladies and Gentlemen: In

Underwriting Agreement, dated September 14, 2023, among Vital Energy, Inc., BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule 1 thereto.

Exhibit 1.1   Execution Version   VITAL ENERGY, INC.   2,750,000 Shares of Common Stock   Underwriting Agreement   September 14, 2023   BofA Securities, Inc. Citigroup Global Markets Inc. Wells Fargo Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto   c/o BofA Securities, Inc. One Bryant Park New York, New York 10036   Citigroup Global Markets Inc. 388 Gree

Pricing Term Sheet Vital Energy, Inc. $500,000,000 9.750% Senior Notes due 2030 $400,000,000 10.125% Senior Notes due 2028

Filed Pursuant to Rule 433 of the Securities Act Registration No. 333-263752 September 18, 2023 Pricing Term Sheet Vital Energy, Inc. $500,000,000 9.750% Senior Notes due 2030 $400,000,000 10.125% Senior Notes due 2028 This Pricing Term Sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement dated September 13, 2023 (the “Preliminary Prospectus”) of Vital Energy, I

2,750,000 Shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-263752 PROSPECTUS SUPPLEMENT (To prospectus dated March 21, 2022) 2,750,000 Shares Common Stock We are offering 2,750,000 shares of our common stock. Our common stock is listed on the New York Stock Exchange under the symbol “VTLE.” On September 14, 2023, the last reported sale price of our common stock on the New York Stock

Calculation of Filing Fee Tables (Form Type) Vital Energy, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES Calculation of Filing Fee Tables 424(b)(5) (Form Type) Vital Energy, Inc.

VTLE / Vital Energy Inc. / CARNELIAN ENERGY CAPITAL HOLDINGS, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d551721dsc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G/A (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Vital Energy, Inc. (Name of Issuer) Common Stock, par value $0.01 per sh

JOINT FILING AGREEMENT

EX-99 2 d551721dex99.htm EX-99 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G/A. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the

Purchase and Sale Agreement, dated September 13, 2023, by and among Vital Energy, Inc. and Henry Resources LLC, Henry Energy LP and Moriah Henry Partners LLC.^

Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT by and among HENRY ENERGY LP, HENRY RESOURCES LLC, and MORIAH HENRY PARTNERS LLC as Seller and Vital energy, inc. as Purchaser Dated September 13, 2023 Table of Contents Page Article 1 PURCHASE AND SALE 1 1.1 Purchase and Sale 1 1.2 Certain Definitions 1 1.3 Excluded Assets 16 Article 2 PURCHASE PRICE 18 2.1 Purchase Price 18 2.2 Allocated

Report of Independent Auditors

Exhibit 99.6 Tall City Exploration III LLC and Subsidiaries Consolidated Financial Statements Years ended December 31, 2022 and 2021 Ernst & Young LLP Tel: +1 713 750 1500 5 Houston Center Fax: +1 713 750 1501 Suite 2400 ey.com 1401 McKinney Street Houston, TX 77010 Report of Independent Auditors The Board of Directors Tall City Exploration III LLC and Subsidiaries Opinion We have audited the cons

HENRY ENERGY LP Consolidated Financial Statements December 31, 2022, 2021 and 2020 (With Independent Auditor’s Report Thereon) HENRY ENERGY LP Table of Contents

Exhibit 99.2 HENRY ENERGY LP Consolidated Financial Statements December 31, 2022, 2021 and 2020 (With Independent Auditor’s Report Thereon) HENRY ENERGY LP Table of Contents Page Independent Auditor’s Report 1 Consolidated Financial Statements: Balance Sheets 3 Statements of Operations 4 Statements of Changes in Partner’s Capital 5 Statements of Cash Flows 6 Notes to Consolidated Financial Stateme

September 5, 2023

Exhibit 99.10 September 5, 2023 Mr. Byron Charboneau Maple Energy Holdings, LLC 602 Sawyer Street, Suite 710 Houston, Texas 77007 Dear Mr. Charboneau: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2022, to the Maple Energy Holdings, LLC (Maple) interest in certain oil and gas properties located in Reeves County, Texas. We completed ou

Purchase and Sale Agreement, dated September 13, 2023, by and among Vital Energy, Inc. and Tall City Property Holdings III LLC and Tall City Operations III LLC.^

Exhibit 2.3 Execution Version Purchase and Sale Agreement Dated September 13, 2023, By and Between Tall City Property Holdings III LLC and Tall City Operations III LLC collectively, as Seller, And Vital Energy, Inc. as Buyer Table of Contents Page ARTICLE 1 DEFINITIONS 1 ARTICLE 2 SALE AND TRANSFER OF ASSETS; CLOSING 27 2.01 Assets 27 2.02 Purchase Price; Deposit Amount 27 2.03 Closing; Preliminar

Limited Consent and Eleventh Amendment to the Fifth Amended and Restated Credit Agreement, dated as of September 13, 2023, among Vital Energy, Inc., as borrower, Wells Fargo Bank, N.A., as administrative agent, Vital Midstream Services, LLC, as guarantor, and the banks signatory thereto^

Exhibit 10.1 Execution Version LIMITED CONSENT AND ELEVENTH AMENDMENT to FIFTH AMENDED AND RESTATED CREDIT AGREEMENT among VITAL ENERGY, INC., as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, the Guarantors Signatory Hereto, and the Banks Signatory Hereto LIMITED CONSENT AND ELEVENTH AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT This Limited Consent and Eleventh Amendment t

CAWLEY, GILLESPIE & ASSOCIATES, INC. PETROLEUM CONSULTANTS

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