Vital Energy Shareholders Approve $3.1 Billion Crescent Merger
Shareholders Approve Major Acquisition
The $3.1 billion acquisition and merger of Tulsa’s Vital Energy, Inc. by Crescent Energy of Houston was approved Friday by Vital shareholders.
Vital stated the merger is anticipated to close on December 15, 2025 and said it intends to file the final vote results of its special meeting on a Form 8-K with the U.S. Securities and Exchange Commission.
At the Vital Special Meeting, 26,619,679 shares of Vital Common Stock were present virtually or represented by proxy, constituting a quorum. Stockholders approved the Merger Proposal by the required number of affirmative votes. However, stockholders did not approve, on a non-binding advisory basis, the Advisory Compensation Proposal.
Vital Stockholder Voting Results
Proposal 1 – Merger Proposal
For: 26,111,925
Against: 242,604
Abstentions: 265,150
Broker Non-Votes: N/A
Proposal 2 – Advisory Compensation Proposal
For: 11,824,680
Against: 14,659,405
Abstentions: 135,594
Broker Non-Votes: N/A
Crescent and Vital Leaders Respond
“We are pleased with the strong support from our shareholders in approving this highly accretive transaction,” said David Rockecharlie, Crescent’s CEO. “With approval secured, we are prepared to move quickly toward closing and continue creating meaningful, long-term value for our shareholders.”
Based on Crescent’s preliminary vote count, 98% of Crescent common stock voted supported the merger, reflecting 81% of outstanding Crescent shares. Crescent will also file its final vote on Form 8-K.
The merger was announced in August and will create a top 10 independent U.S. oil and gas producer with operations across the Eagle Ford, Permian Basin, and Uinta Basin.
“We appreciate the strong support from our stockholders,” said Jason Pigott, Vital’s President and CEO. “By joining forces, we expect to create a larger, financially robust operator with enhanced scale and the capacity to generate substantial free cash flow.”
At the August announcement, Crescent Chairman John Goff said the deal is “transformative for Crescent” and strengthens the company’s trajectory toward an investment-grade credit rating.
Vital stockholders will receive 1.9062 shares of Crescent Class A common stock for each Vital share owned. Vital Energy common stock will be suspended from NYSE trading before market open on December 15, 2025.