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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
https://cdn.kscope.io/66fae5d28ae4b920fdefaf5b9962f2fc-vital_logo_rgb.jpg
 Vital Energy, Inc.
(Exact name of registrant as specified in its charter)
Delaware45-3007926
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
521 E. Second StreetSuite 1000 
TulsaOklahoma74120
(Address of principal executive offices)(Zip code)
(918513-4570
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading symbolName of each exchange on which registered
Common stock, $0.01 par value per shareVTLENew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes   No 
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. 
Large accelerated filerAccelerated filer Non-accelerated filerSmaller reporting companyEmerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No  
Number of shares of registrant's common stock outstanding as of May 3, 2024: 36,659,581



VITAL ENERGY, INC.
FOR THE QUARTER ENDED MARCH 31, 2024
TABLE OF CONTENTS
 Page

ii


Glossary of Oil and Natural Gas Terms and Certain Other Terms
The following terms are used throughout this Quarterly Report on Form 10-Q (this "Quarterly Report"):
"Argus WTI Midland"—An index price reflecting the weighted average price of WTI at the pipeline and storage hub at Midland.
"Argus WTI Formula Basis"—The outright price at Cushing that is used as the basis for pricing all other Argus US Gulf coast physical crudes.
"Basin"—A large natural depression on the earth's surface in which sediments, generally brought by water, accumulate.
"Bbl" or "barrel"—One stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil, condensate, natural gas liquids or water.
"Bbl/d"—Bbl per day.
"Benchmark Prices"—The unweighted arithmetic average first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period before differentials, as required by SEC guidelines.
"BOE"—One barrel of oil equivalent, calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Bbl of oil.
"BOE/d"—BOE per day.
"Btu"—British thermal unit, the quantity of heat required to raise the temperature of a one pound mass of water by one degree Fahrenheit.
"Completion"—The process of treating a drilled well followed by the installation of permanent equipment for the production of oil or natural gas, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.
"Dry hole"—A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.
"Exchange Act" —The Securities Exchange Act of 1934, as amended.
"Formation"—A layer of rock which has distinct characteristics that differ from nearby rock.
"Fracturing" or "Frac"—The propagation of fractures in a rock layer by a pressurized fluid. This technique is used to release petroleum and natural gas for extraction.
"GAAP"—Generally accepted accounting principles in the United States.
"Gross acres"—The total acres or wells, as the case may be, in which a working interest is owned.
"Henry Hub"—A natural gas pipeline delivery point in south Louisiana that serves as the benchmark natural gas price underlying NYMEX natural gas futures contracts.
"Horizon" —A term used to denote a surface in or of rock, or a distinctive layer of rock that might be represented by a reflection in seismic data.
"Initial Production"The measurement of production from an oil or gas well when first brought on stream. Often stated in terms of production during the first thirty days.
"Liquids"—Describes oil, condensate and natural gas liquids.
"MBbl"—One thousand barrels of crude oil, condensate or natural gas liquids.
"MBOE"—One thousand BOE.
"Mcf"—One thousand cubic feet of natural gas.
"MMBtu"—One million Btu.
"MMcf"—One million cubic feet of natural gas.
"Natural gas liquids" or "NGL"—Components of natural gas that are separated from the gas state in the form of liquids, which include propane, butanes and ethane, among others.
iii


"Net acres"—The percentage of gross acres an owner has out of a particular number of acres, or a specified tract. An owner who has 50% interest in 100 acres owns 50 net acres.
"NYMEX"—The New York Mercantile Exchange.
"OPEC"—The Organization of the Petroleum Exporting Countries.
"Proved reserves"—The estimated quantities of oil, natural gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic and operating conditions.
"Realized Prices"—Prices which reflect adjustments to the Benchmark Prices for quality, transportation fees, geographical differentials, marketing bonuses or deductions and other factors affecting the price received at the delivery point without giving effect to our commodity derivative transactions.
"Reservoir"—A porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by impermeable rock or water barriers and is separate from other reservoirs.
"SEC" — The U.S. Securities and Exchange Commission.
"Securities Act" — The Securities Act of 1933, as amended.
"Senior Secured Credit Facility" — The Fifth Amended and Restated Credit Agreement 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.
"Spacing"—The distance between wells producing from the same reservoir.
"Standardized measure"—Discounted future net cash flows estimated by applying Realized Prices to the estimated future production of year-end proved reserves. Future cash inflows are reduced by estimated future production and development costs based on period end costs to determine pre-tax cash inflows. Future income taxes, if applicable, are computed by applying the statutory tax rate to the excess of pre-tax cash inflows over our tax basis in the oil and natural gas properties. Future net cash inflows after income taxes are discounted using a 10% annual discount rate.
"WAHA"—Waha West Texas Natural Gas Index price as quoted in Platt's Inside FERC.
"Working interest" or "WI"—The right granted to the lessee of a property to explore for and to produce and own crude oil, natural gas liquids, natural gas or other minerals. The working interest owners bear the exploration, development and operating costs on either a cash, penalty or carried basis.
"WTI"—West Texas Intermediate grade crude oil. A light (low density) and sweet (low sulfur) crude oil, used as a pricing benchmark for NYMEX oil futures contracts.
iv

Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Various statements contained in or incorporated by reference into this Quarterly Report are forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements include statements, projections and estimates concerning our operations, performance, business strategy, oil, NGL and natural gas reserves, drilling program capital expenditures, liquidity and capital resources, the timing and success of specific projects, outcomes and effects of litigation, claims and disputes, derivative activities and potential financing. Forward-looking statements are generally accompanied by words such as "estimate," "project," "predict," "believe," "expect," "anticipate," "potential," "could," "may," "will," "foresee," "plan," "goal," "should," "intend," "pursue," "target," "continue," "suggest" or the negative thereof or other variations thereof or other words that convey the uncertainty of future events or outcomes. Forward-looking statements are not guarantees of performance. These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. Among the factors that significantly impact our business and could impact our business in the future are:
the volatility of oil, NGL and natural gas prices, including our area of operation in the Permian Basin;
continuing and/or worsening inflationary pressures and associated changes in monetary policy that may cause costs to rise;
changes in domestic and global production, supply and demand for oil, NGL and natural gas, and actions by the Organization of the Petroleum Exporting Countries members and other oil exporting nations ("OPEC+");
our ability to execute our strategies, including our ability to successfully identify and consummate strategic acquisitions at purchase prices that are accretive to our financial results and to successfully integrate acquired businesses, assets and properties;
our ability to realize the anticipated benefits of acquisitions, including effectively managing our expanded acreage;
reduced demand due to shifting market perception towards the oil and gas industry;
our ability to optimize spacing, drilling and completions techniques in order to maximize our rate of return, cash flows from operations and stockholder value;
the ongoing instability and uncertainty in the United States ("U.S.") and international energy, financial and consumer markets that could adversely affect the liquidity available to us and our customers and the demand for commodities, including oil, NGL and natural gas;
competition in the oil and gas industry;
our ability to discover, estimate, develop and replace oil, NGL and natural gas reserves and inventory;
insufficient transportation capacity in the Permian Basin and challenges associated with such constraint, and the availability and costs of sufficient gathering, processing, storage and export capacity;
a decrease in production levels which may impair our ability to meet our contractual obligations and ability to retain our leases;
risks associated with the uncertainty of potential drilling locations and plans to drill in the future;
the inability of significant customers to meet their obligations;
revisions to our reserve estimates as a result of changes in commodity prices, decline curves and other uncertainties;
the availability and costs of drilling and production equipment, supplies, labor and oil and natural gas processing and other services;
the effects, duration and other implications of, including government response to, widespread epidemic or pandemic diseases;
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Table of Contents
ongoing war and political instability in Ukraine, Israel and the Middle East and the effects of such conflicts on the global hydrocarbon market;
loss of senior management or other key personnel;
risks related to the geographic concentration of our assets;
capital requirements for our operations and projects;
our ability to hedge commercial risk, including commodity price volatility, and regulations that affect our ability to hedge such risks;
our ability to continue to maintain the borrowing capacity under our Senior Secured Credit Facility (as defined herein) or access other means of obtaining capital and liquidity, especially during periods of sustained low commodity prices;
our ability to comply with restrictions contained in our debt agreements, including our Senior Secured Credit Facility and the indentures governing our senior unsecured notes, as well as debt that could be incurred in the future;
our ability to generate sufficient cash to service our indebtedness and pay dividends on our 2.0% Mandatorily Convertible Series A Preferred Stock, fund our capital requirements and generate future profits;
drilling and operating risks, including risks related to hydraulic fracturing activities and those related to inclement or extreme weather, impacting our ability to produce existing wells and/or drill and complete new wells over an extended period of time;
the impact of legislation or regulatory initiatives intended to address induced seismicity on our ability to conduct our operations;
U.S. and international economic conditions and legal, tax, political and administrative developments, including the effects of energy, trade and environmental policies and existing and future laws and government regulations as well as volatility in the political, legal and regulatory environments ahead of the upcoming U.S. presidential election;
our ability to comply with federal, state and local regulatory requirements;
the impact of repurchases, if any, of securities from time to time;
our ability to maintain the health and safety of, as well as recruit and retain, qualified personnel necessary to operate our business;
our ability to secure or generate sufficient electricity to produce our wells without limitations; and
our belief that the outcome of any legal proceedings will not materially affect our financial results and operations.
Reserve engineering is a process of estimating underground accumulations of oil, NGL and natural gas that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify upward or downward revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of oil, NGL and natural gas that are ultimately recovered.
These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Forward-looking statements should therefore be considered in light of various factors, including those set forth under "Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Quarterly Report, and under "Item 1A. Risk Factors," in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Annual Report") and those set forth from time to time in our other filings with the SEC. These documents are available through our website or through the SEC's Electronic Data Gathering and Analysis Retrieval system at https://www.sec.gov. In light of such risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date of this Quarterly Report, or if earlier, as of the date they were made.
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Should one or more of the risks or uncertainties described herein occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.
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Table of Contents
Part I

Item 1.    Consolidated Financial Statements (Unaudited)

Vital Energy, Inc.
Consolidated balance sheets
(in thousands, except share data)
(Unaudited)
March 31, 2024December 31, 2023
Assets  
Current assets:  
Cash and cash equivalents$423,325 $14,061 
Accounts receivable, net290,248 238,773 
Derivatives7,929 99,336 
Other current assets24,395 18,749 
Total current assets745,897 370,919 
Property and equipment: 
Oil and natural gas properties, full cost method: 
Evaluated properties12,100,933 11,799,155 
Unevaluated properties not being depleted190,387 195,457 
Less: accumulated depletion and impairment(7,925,773)(7,764,697)
Oil and natural gas properties, net4,365,547 4,229,915 
Midstream and other fixed assets, net130,918 130,293 
Property and equipment, net4,496,465 4,360,208 
Derivatives34,898 51,071 
Operating lease right-of-use assets144,667 144,900 
Deferred income taxes205,760 188,836 
Other noncurrent assets, net34,214 33,647 
Total assets$5,661,901 $5,149,581 
Liabilities and stockholders' equity 
Current liabilities: 
Accounts payable and accrued liabilities$150,756 $159,892 
Accrued capital expenditures108,546 91,937 
Undistributed revenue and royalties181,442 194,307 
Derivatives35,567  
Operating lease liabilities75,122 70,651 
Other current liabilities57,902 78,802 
Total current liabilities609,335 595,589 
Long-term debt, net2,097,044 1,609,424 
Asset retirement obligations83,039 81,680 
Operating lease liabilities66,791 71,343 
Other noncurrent liabilities6,888 6,288 
Total liabilities2,863,097 2,364,324 
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized, and 1,575,376 and 595,104 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
16 6 
Common stock, $0.01 par value, 80,000,000 shares authorized, and 36,660,995 and 35,413,551 issued and outstanding as of March 31, 2024 and December 31, 2023, respectively
367 354 
Additional paid-in capital3,813,430 3,733,775 
Accumulated deficit(1,015,009)(948,878)
Total stockholders' equity2,798,804 2,785,257 
Total liabilities and stockholders' equity$5,661,901 $5,149,581 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
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Table of Contents
Vital Energy, Inc.
Consolidated statements of operations
(in thousands, except per share data)
(Unaudited)
  Three months ended March 31,
 20242023
Revenues:
Oil sales$415,784 $266,731 
NGL sales47,075 33,006 
Natural gas sales18,245 18,074 
Sales of purchased oil 13,851 
Other operating revenues1,235 845 
Total revenues482,339 332,507 
Costs and expenses:
Lease operating expenses105,728 50,181 
Production and ad valorem taxes30,614 20,531 
Oil transportation and marketing expenses9,833 10,915 
Gas gathering, processing and transportation expenses2,376  
Costs of purchased oil 14,167 
General and administrative29,356 25,930 
Depletion, depreciation and amortization166,107 86,779 
Other operating expenses, net1,018 1,484 
Total costs and expenses345,032 209,987 
Gain on disposal of assets, net130 237 
Operating income137,437 122,757 
Non-operating income (expense):
Gain (loss) on derivatives, net(152,147)20,490 
Interest expense(43,421)(28,554)
Loss on extinguishment of debt, net(25,814) 
Other income, net2,065 854 
Total non-operating expense, net(219,317)(7,210)
Income (loss) before income taxes(81,880)115,547 
Income tax benefit (expense)15,749 (1,607)
Net income (loss) (66,131)113,940 
Preferred stock dividends(349) 
Net income (loss) available to common stockholders$(66,480)$113,940 
Net income (loss) per common share:
Basic$(1.87)$6.93 
Diluted$(1.87)$6.89 
Weighted-average common shares outstanding:
Basic35,566 16,431 
Diluted35,566 16,545 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
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Table of Contents
Vital Energy, Inc.
Consolidated statements of stockholders' equity
(in thousands)
(Unaudited)
Preferred StockCommon stockAdditional
paid-in capital
Treasury stock
(at cost)
Accumulated deficit 
 SharesAmountSharesAmountSharesAmountTotal
Balance, December 31, 2023595 $6 35,414 $354 $3,733,775  $ $(948,878)$2,785,257 
Restricted stock awards— — 445 5  — — — 5 
Restricted stock forfeitures— — (5)— (4)— — — (4)
Stock exchanged for tax withholding— — (72)(1)(3,410)72 3,411 —  
Retirement of treasury stock— — — — — (72)(3,411)— (3,411)
Share-settled equity-based compensation— — — — 4,348 — — — 4,348 
Equity issued for acquisition of oil and natural gas properties980 10 879 9 78,721 — — — 78,740 
Net loss— — — — — — — (66,131)(66,131)
Balance, March 31, 20241,575 $16 36,661 $367 $3,813,430  $ $(1,015,009)$2,798,804 


 Preferred StockCommon stockAdditional
paid-in capital
Treasury stock
(at cost)
Accumulated deficit 
 SharesAmountSharesAmountSharesAmountTotal
Balance, December 31, 2022 $ 16,762 $168 $2,754,085  $ $(1,643,507)$1,110,746 
Restricted stock awards— — 315 3 (3)— — —  
Restricted stock forfeitures— — (3)— — — — — — 
Stock exchanged for tax withholding— — (49)(1)(2,458)49 2,459 —  
Retirement of treasury stock— —    (49)(2,459)— (2,459)
Share-settled equity-based compensation— — — — 3,141 — — — 3,141 
Net income— — — — — — — 113,940 113,940 
Balance, March 31, 2023 $ 17,025 $170 $2,754,765  $ $(1,529,567)$1,225,368 

The accompanying notes are an integral part of these unaudited consolidated financial statements.
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Table of Contents
Vital Energy, Inc.
Consolidated statements of cash flows
(in thousands)
(Unaudited)
Three months ended March 31,
20242023
Cash flows from operating activities:  
Net income (loss)$(66,131)$113,940 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Share-settled equity-based compensation, net3,501 2,572 
Depletion, depreciation and amortization166,107 86,779 
Mark-to-market on derivatives:
(Gain) loss on derivatives, net152,147 (20,490)
Settlements paid for matured derivatives, net(9,000)(2,343)
Loss on extinguishment of debt, net25,814  
Deferred income tax (benefit) expense(16,924)276 
Other, net5,402 2,147 
Changes in operating assets and liabilities:
Accounts receivable, net(51,475)13,961 
Other current assets(5,646)(7,464)
Other noncurrent assets, net(357)2,345 
Accounts payable and accrued liabilities(9,064)(10,693)
Undistributed revenue and royalties(12,865)(11,825)
Other current liabilities(21,347)(48,650)
Other noncurrent liabilities(1,572)(4,430)
Net cash provided by operating activities158,590 116,125 
Cash flows from investing activities:
Acquisitions of oil and natural gas properties, net(4,380) 
Capital expenditures:
Oil and natural gas properties(195,372)(165,042)
Midstream and other fixed assets(5,085)(2,771)
Proceeds from dispositions of capital assets, net of selling costs125 2,175 
Other, net(952)2,035 
Net cash used in investing activities(205,664)(163,603)
Cash flows from financing activities:
Borrowings on Senior Secured Credit Facility130,000 95,000 
Payments on Senior Secured Credit Facility (45,000)
Issuance of senior unsecured notes800,000  
Extinguishment of debt(453,518) 
Stock exchanged for tax withholding(3,411)(2,459)
Payments for debt issuance costs(15,721) 
Other, net(1,012)(492)
Net cash provided by financing activities456,338 47,049 
Net increase (decrease) in cash, cash equivalents and restricted cash409,264 (429)
Cash, cash equivalents and restricted cash, beginning of period14,061 44,435 
Cash, cash equivalents and restricted cash, end of period(1)
$423,325 $44,006 
______________________________________________________________________________
(1)See Note 10 for additional information on the Company's restricted cash as of March 31, 2023.
 The accompanying notes are an integral part of these unaudited consolidated financial statements.
4

Vital Energy, Inc.
Condensed notes to the consolidated financial statements
(Unaudited)
Note 1—Organization and basis of presentation
Organization
Vital Energy, Inc. ("Vital Energy" or the "Company"), together with its wholly-owned subsidiaries, is an independent energy company focused on the acquisition, exploration and development of oil and natural gas properties in the Permian Basin of West Texas. The Company has identified one operating segment: exploration and production. In these notes, the "Company" refers to Vital Energy and its subsidiaries collectively, unless the context indicates otherwise. All amounts, dollars and percentages presented in these unaudited consolidated financial statements and the related notes are rounded and, therefore, approximate.
Basis of presentation
The unaudited consolidated financial statements were derived from the historical accounting records of the Company and reflect the historical financial position, results of operations and cash flows for the periods described herein. The unaudited consolidated financial statements have been prepared in accordance with GAAP. All material intercompany transactions and account balances have been eliminated in the consolidation of accounts.
The unaudited consolidated financial statements have not been audited by the Company's independent registered public accounting firm, except that the consolidated balance sheet as of December 31, 2023 is derived from the Company's audited consolidated financial statements. In the opinion of management, the unaudited consolidated financial statements reflect all necessary adjustments to present fairly the Company's interim financial position, results of operations and cash flows. All adjustments are of a recurring nature unless otherwise disclosed herein.
Certain disclosures have been condensed or omitted from the unaudited consolidated financial statements. Accordingly, the unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the 2023 Annual Report.
Significant accounting policies
There have been no material changes in the Company's significant accounting policies during the three months ended March 31, 2024. See Note 2 in the 2023 Annual Report for discussion of significant accounting policies.
Use of estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although management believes these estimates are reasonable, actual results could differ.
See Note 2 in the 2023 Annual Report for further information regarding the use of estimates and assumptions.
Note 2—New accounting standards
The Company considered the applicability and impact of all accounting standard updates ("ASU") issued by the Financial Accounting Standards Board ("FASB") to the Accounting Standards Codification. ASUs not discussed were assessed and determined to be either not applicable, the effects of adoption are not expected to be material or are clarifications of ASUs previously disclosed. There were no new material ASUs adopted during the three months ended March 31, 2024. See below for discussion of ASUs not yet adopted.
Accounting pronouncements not yet adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which sets forth improvements to the current segment disclosure requirements in accordance with Topic 280 "Segment Reporting," including clarifying that entities with a single reportable segment are subject to both new and existing segment reporting requirements. ASU 2023-07 will be effective retrospectively for fiscal years beginning after December 15,
5

Vital Energy, Inc.
Condensed notes to the consolidated financial statements
(Unaudited)
2023 and interim periods beginning after December 15, 2024. Early adoption is permitted. Adoption of this ASU will result in additional disclosure, but will not impact the Company’s consolidated financial position, results of operations or cash flows.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires more detailed tax disclosures, including disaggregated information about an entity's effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The amendments in this accounting standard are effective for fiscal years beginning after December 15, 2024, on a prospective basis. Early adoption is permitted. Adoption of this ASU will result in additional disclosure, but will not impact the Company’s consolidated financial position, results of operations or cash flows.
Note 3—Acquisitions
PEP Acquisition
On February 2, 2024 (the "PEP Closing Date"), the Company purchased additional working interests in producing properties associated with the Henry Acquisition (as defined herein), with an effective date of August 1, 2023 (the "PEP Acquisition") through 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 (collectively, "PEP"). The aggregate purchase price of $80.0 million consisted of (i) 878,690 shares of the Company's common stock, par value $0.01 per share ("Common Stock") based upon the share price as of the PEP Closing Date, (ii) 980,272 shares of the Company's 2.0% Cumulative Mandatorily Convertible Series A Preferred Stock, par value $0.01 per share ("Preferred Stock") based upon the share price as of the PEP Closing Date and (iii) $1.3 million in transaction-related expenses, inclusive of customary closing price adjustments and subject to post-closing adjustments. The PEP Acquisition was accounted for as an asset acquisition, as substantially all the gross assets acquired are concentrated in a group of similar identifiable assets.
The "Henry Acquisition," which closed on November 5, 2023, consisted of the purchase of certain oil and natural gas properties in the Midland and Delaware basins, and was accounted for as a business combination. See Note 4 in the 2023 Annual Report for additional discussion of the Henry Acquisition and the Company's 2023 asset acquisitions.
Note 4—Debt
Long-term debt, net
The following table presents the Company's long-term debt and unamortized debt issuance costs, discounts and premiums included in "Long-term debt, net" on the consolidated balance sheets as of the dates presented:
(in thousands)March 31, 2024December 31, 2023
10.125% senior unsecured notes due 2028
$269,159 $700,309 
7.750% senior unsecured notes due 2029
298,214 298,214 
9.750% senior unsecured notes due 2030
500,000 500,000 
7.875% senior unsecured notes due 2032
800,000  
Senior Secured Credit Facility(1)
265,000 135,000 
Total long-term debt2,132,373 1,633,523 
Unamortized debt issuance costs(30,843)(21,800)
Unamortized discounts(5,846)(6,068)
Unamortized premiums1,360 3,769 
Total long-term debt, net$2,097,044 $1,609,424 
______________________________________________________________________________
(1)Unamortized debt issuance costs related to the Senior Secured Credit Facility of $13.2 million and $14.1 million as of March 31, 2024 and December 31, 2023, respectively, are included in "Other noncurrent assets, net" on the consolidated balance sheets.
6

Vital Energy, Inc.
Condensed notes to the consolidated financial statements
(Unaudited)
Senior Secured Credit Facility
As of March 31, 2024, the Senior Secured Credit Facility, which matures on September 13, 2027, had a maximum credit amount of $3.0 billion, a borrowing base and an aggregate elected commitment of $1.5 billion and $1.25 billion, respectively, with an outstanding balance of $265.0 million subject to a weighted-average interest rate of 7.676%. The Senior Secured Credit Facility contains both financial and non-financial covenants, all of which the Company was in compliance with for all periods presented. Additionally, the Senior Secured Credit Facility provides for the issuance of letters of credit, limited to the lesser of total capacity or $80.0 million. As of March 31, 2024 and December 31, 2023, the Company had no letters of credit outstanding under the Senior Secured Credit Facility. For additional information see Note 7 in the 2023 Annual Report.
Subsequent to March 31, 2024, the Company repaid $265.0 million and borrowed $215.0 million on the Senior Secured Credit Facility. As a result, the outstanding balance under the Senior Secured Credit Facility was $215.0 million as of May 6, 2024.
On May 8, 2024, pursuant to the regular semi-annual redetermination, the Company's lenders reaffirmed the borrowing base at $1.5 billion and increased the aggregate elected commitment to $1.35 billion under the Senior Secured Credit Facility.
March 2032 Notes
On March 28, 2024, the Company completed an offering of $800.0 million in aggregate principal amount of 7.875% senior unsecured notes due 2032 (the "Initial March 2032 Notes") for net proceeds of $784.8 million. The net proceeds from this offering and the Tack-On March 2032 Notes (defined below) were used to (i) extinguish in full the Company's outstanding 10.125% senior unsecured notes due 2028 (the "January 2028 Notes"), (ii) reduce the outstanding principal amount of the 9.750% senior unsecured notes due 2030 (the "September 2030 Notes") and (iii) repay a portion of the outstanding borrowings on the Senior Secured Credit Facility. On March 29, 2024, the Company settled a cash tender offer on the January 2028 Notes for an aggregate principal amount outstanding of $431.2 million.
On April 3, 2024, the Company completed an offering of an additional $200.0 million in aggregate principal amount of 7.875% senior unsecured notes due 2032 (the "Tack-On March 2032 Notes," and, together with the Initial March 2032 Notes, the "March 2032 Notes"), at 100.750% of par, under the same indenture dated as of March 28, 2024 for net proceeds of approximately $198.7 million. On April 3, 2024, the Company settled a cash tender offer on the September 2030 Notes of $197.6 million and on April 29, 2024, the Company redeemed the remaining principal amount outstanding on the January 2028 Notes of $269.2 million at a redemption price of 105.063%. The Company expects to record a loss on extinguishment of debt in the second quarter of 2024 of approximately $40.0 million related to a cash tender offer for the September 2030 Notes and the redemption of the January 2028 Notes.
Interest for the March 2032 Notes is payable semi-annually, in cash in arrears on April 15 and October 15 of each year, commencing October 15, 2024 with interest from closing to that date. The terms of the Company's March 2032 Notes include covenants, which are in addition to covenants in the Senior Secured Credit Facility, which limit the Company's ability to incur indebtedness, make restricted payments, grant liens and dispose of assets. The March 2032 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Vital Midstream Services, LLC and certain of the Company's future restricted subsidiaries, subject to certain automatic customary releases, including the sale, disposition or transfer of all of the capital stock or of all or substantially all of the assets of a subsidiary guarantor to one or more persons that are not the Company or a restricted subsidiary, exercise of legal defeasance or covenant defeasance options or satisfaction and discharge of the applicable indenture, designation of a subsidiary guarantor as a non-guarantor restricted subsidiary or as an unrestricted subsidiary in accordance with the applicable indenture, release from guarantee under the Senior Secured Credit Facility, or liquidation or dissolution.
7

Vital Energy, Inc.
Condensed notes to the consolidated financial statements
(Unaudited)
The following table presents the components of the Company's cash tender offer for the January 2028 Notes and the related loss on extinguishment of debt during the period presented:
(in thousands)Three months ended
March 31, 2024
Principal amount tendered$431,150 
Extinguishment of debt(1)
(453,518)
Early tender premiums(22,368)
Write-off of debt issuance costs(5,672)
Write-off of issuance premium2,226 
Loss on extinguishment of debt, net(2)
$(25,814)
______________________________________________________________________________
(1)Amounts are included in "Extinguishment of debt" in cash flows from financing activities on the consolidated statements of cash flows.
(2)Amounts are included in "Loss on extinguishment of debt, net" on the consolidated statements of operations.
Note 5—Equity Incentive Plan
The Vital Energy, Inc. Omnibus Equity Incentive Plan (the "Equity Incentive Plan") provides for the granting of incentive awards in the form of restricted stock awards, stock option awards, performance share awards, performance unit awards, phantom unit awards and other awards. The Equity Incentive Plan allows for the issuance of up to 2,432,500 shares.
See Note 9 in the 2023 Annual Report for additional discussion of the Company's equity-based compensation awards.
The following table presents activity for equity-based compensation awards for the three months ended March 31, 2024:
Equity AwardsLiability Awards
(in thousands)Restricted Stock AwardsPerformance Share Awards
Performance Unit Awards(1)(2)
Outstanding as of December 31, 2023
472 48 158 
Granted445 — 140 
Forfeited(5)— — 
Vested(194)— (83)
Outstanding as of March 31, 2024
718 48 215 
_____________________________________________________________________________
(1)The performance unit awards granted on March 9, 2021 had a performance period of January 1, 2021 to December 31, 2023 and, as their market and performance criteria were satisfied, resulted in a 145.83% payout, or 120,297 units. As such, the granted awards vested and were paid out in cash on March 8, 2024 at $50.38 per unit based on the Company's closing stock price on the vesting date.
(2)On February 20, 2024, the Company granted performance unit awards with a performance period of January 1, 2024 through December 31, 2026. The market criteria consists of: (i) relative total shareholder return comparing the Company's shareholder return to the shareholder return of the exploration and production companies listed in the Russel 2000 Index and (ii) absolute shareholder return. The performance criteria for these awards consists of: (i) earnings before interest, taxes, depreciation, amortization and exploration expense and three-year total debt reduction, (ii) growth in inventory and (iii) emissions reductions. Any units earned are expected to be paid in cash during the first quarter following the completion of the requisite service period, based on the achievement of market and performance criteria, and the payout can range from 0% to 225%.
As of March 31, 2024, total unrecognized cost related to equity-based compensation awards was $43.6 million, of which $10.6 million was attributable to liability awards which will be settled in cash rather than shares. Such cost will be recognized on a straight-line basis over an expected weighted-average period of 2.36 years.
8

Vital Energy, Inc.
Condensed notes to the consolidated financial statements
(Unaudited)
Equity-based compensation
The following table reflects equity-based compensation expense for the periods presented:
Three months ended March 31,
(in thousands)20242023
Equity awards:
Restricted stock awards$3,802 $2,717 
Performance share awards546 424 
Total share-settled equity-based compensation, gross4,348 3,141 
Less amounts capitalized(847)(569)
Total share-settled equity-based compensation, net3,501 2,572 
Liability awards:
Performance unit awards and phantom unit awards1,767 714 
Total cash-settled equity-based compensation, gross1,767 714 
Less amounts capitalized (7)(50)
Total cash-settled equity-based compensation, net1,760 664 
Total equity-based compensation, net$5,261 $3,236 
Note 6—Net income (loss) per common share
Basic net income (loss) per common share is computed by first subtracting preferred stock dividends from net income (loss) to arrive at net income (loss) available to common stockholders, and then dividing net income (loss) available to common stockholders by the basic weighted-average common shares outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the diluted weighted average common shares outstanding for the period, which reflects the potential dilution of preferred stock and non-vested equity-based compensation awards. See Notes 8 and 9 in the 2023 Annual Report for additional discussion of the Company's preferred stock and equity-based compensation awards, respectively. For the three months ended March 31, 2024, the preferred stock and equity-based compensation awards were anti-dilutive due to the Company's net loss and, therefore, were excluded from the calculation of diluted net loss per common share.
9

Vital Energy, Inc.
Condensed notes to the consolidated financial statements
(Unaudited)
The following table reflects the calculations of basic and diluted (i) weighted-average common shares outstanding and (ii) net income (loss) per common share for the periods presented:
Three months ended March 31,
(in thousands, except for per share data)20242023
Net income (loss)$(66,131)$113,940 
Less: Preferred stock dividends349  
Net income (loss) available to common stockholders$(66,480)$113,940 
Weighted-average common shares outstanding:
Basic35,566 16,431 
Dilutive non-vested restricted stock awards 114 
Diluted35,566 16,545 
Net income (loss) per common share:
Basic$(1.87)$6.93 
Diluted$(1.87)$6.89 
Anti-dilutive weighted-average common shares outstanding(1):
Restricted stock awards370298
Performance share awards829
Preferred stock1,231 
_____________________________________________________________________________
(1)Shares excluded from the diluted net income (loss) per common share calculation because their effect would be anti-dilutive.
Note 7—Derivatives
The Company has two types of derivative instruments as of March 31, 2024: (i) commodity derivatives and (ii) a contingent consideration derivative. See Note 8 for discussion of fair value measurement of derivatives on a recurring basis. The Company's derivatives were not designated as hedges for accounting purposes, and the Company does not enter into such instruments for speculative trading purposes. Accordingly, the changes in derivative fair values are recognized in "Gain (loss) on derivatives, net" under "Non-operating income (expense)" on the consolidated statements of operations.
The following table summarizes components of the Company's gain (loss) on derivatives, net by type of derivative instrument for the periods presented:
Three months ended March 31,
(in thousands)20242023
Commodity$(155,835)$17,582 
Contingent consideration3,688 2,908 
Gain (loss) on derivatives, net$(152,147)$20,490 
Commodity
Due to the inherent volatility in oil, NGL and natural gas prices and the sometimes wide pricing differentials between where the Company produces and where the Company sells such commodities, the Company engages in commodity derivative transactions, such as puts, swaps, collars and basis swaps, to hedge price risk associated with a portion of the Company's anticipated sales volumes. By removing a portion of the price volatility associated with future sales volumes, the Company expects to mitigate, but not eliminate, the potential effects of variability in cash flows from operations. See Note 11 in the 2023 Annual Report for discussion of transaction types and settlement indexes. During the three months ended March 31, 2024, the Company’s derivatives were settled based on reported prices on commodity exchanges, with (i) oil derivatives settled based on WTI NYMEX, Argus WTI Midland and Argus WTI Formula Basis pricing, (ii) NGL derivatives settled based on Mont Belvieu OPIS pricing and (iii) natural gas derivatives settled based on Henry Hub NYMEX and Waha Inside FERC pricing.

10

Vital Energy, Inc.
Condensed notes to the consolidated financial statements
(Unaudited)
The following table summarizes open commodity derivative positions as of March 31, 2024, for commodity derivatives that were entered into through March 31, 2024, for the settlement periods presented:
 Remaining Year 2024Year 2025
Oil: 
WTI NYMEX - Swaps:
Volume (Bbl)14,813,950 4,345,000 
Weighted-average price ($/Bbl)$76.16 $75.44 
WTI NYMEX - Three-way Collars:
Volume (Bbl)156,050  
Weighted-average sold put price ($/Bbl)$50.00 $ 
Weighted-average floor price ($/Bbl)$66.48 $ 
Weighted-average ceiling price ($/Bbl)$87.07 $ 
Argus WTI Midland to Argus WTI Formula Basis - Basis Swaps:
Volume (Bbl)211,000  
Weighted-average differential ($/Bbl)$0.11 $ 
NGL:
Non-TET Propane - Swaps:
Volume (Bbl)306,000  
Weighted-average price ($/Bbl)$34.23 $ 
Non-TET Normal Butane - Swaps:
Volume (Bbl)67,757  
Weighted-average price ($/Bbl)$39.78 $ 
Non-TET Isobutane - Swaps:
Volume (Bbl)218,571  
Weighted-average price ($/Bbl)$42.26 $ 
Non-TET Pentane - Swaps:
Volume (Bbl)211,286  
Weighted-average price ($/Bbl)$65.15 $ 
Natural gas:
Henry Hub NYMEX - Swaps: 
Volume (MMBtu)19,596,200  
Weighted-average price ($/MMBtu)$3.47 $ 
Henry Hub NYMEX - Collars: 
Volume (MMBtu)533,164  
Weighted-average floor price ($/MMBtu)$3.40 $ 
Weighted-average ceiling price ($/MMBtu)$6.10 $ 
Waha Inside FERC to Henry Hub NYMEX - Basis Swaps: 
Volume (MMBtu)20,129,364  
Weighted-average differential ($/MMBtu)$(0.74)$ 
Contingent consideration
On May 7, 2021, the Company entered into a purchase and sale agreement (the "Sixth Street PSA"), to sell 37.5% of the Company's working interest in certain producing wellbores and the related properties primarily located within Glasscock and Reagan Counties, Texas. The Sixth Street PSA provides for potential contingent payments to be paid to the Company if certain cash flow targets are met related to divested oil and natural gas property operations (the "Sixth Street Contingent Consideration"). The Sixth Street Contingent Consideration provides the Company with the right to receive up to a maximum of $93.7 million in additional cash consideration, comprised of potential quarterly payments through June 2027 totaling up to $38.7 million and a potential balloon payment of $55.0 million in June 2027. As of March 31, 2024, the Company had received
11

Vital Energy, Inc.
Condensed notes to the consolidated financial statements
(Unaudited)
life-to-date contingent consideration payments of $4.3 million, with maximum remaining potential cash consideration totaling $83.0 million. The fair value of the Sixth Street Contingent Consideration was $34.8 million as of March 31, 2024 and $31.1 million as of December 31, 2023.
Note 8—Fair value measurements
See the beginning of Note 12 in the 2023 Annual Report for information about the fair value hierarchy levels.
Fair value measurement on a recurring basis
See Note 7 for further discussion of the Company's derivatives.
Balance sheet presentation
The following tables present the Company's derivatives by (i) balance sheet classification, (ii) derivative type and (iii) fair value hierarchy level, and provide a total, on a gross basis and a net basis reflected in "Derivatives" on the consolidated balance sheets as of the dates presented:
March 31, 2024
(in thousands)Level 1Level 2Level 3Total gross fair valueAmounts offsetNet fair value presented on the consolidated balance sheets
Assets:
Current:
Commodity$ $28,120 $ $28,120 $(22,410)$5,710 
Contingent consideration  2,219 2,219  2,219 
Noncurrent:
Commodity 2,277  2,277 46 2,323 
Contingent consideration  32,575 32,575  32,575 
Liabilities:
Current:
Commodity (57,977) (57,977)22,410 (35,567)
Noncurrent:
Commodity 46  46 (46) 
Net derivative asset positions$ $(27,534)$34,794 $7,260 $ $7,260 
December 31, 2023
(in thousands)Level 1Level 2Level 3Total gross fair valueAmounts offsetNet fair value presented on the consolidated balance sheets
Assets:
Current:
Commodity$ $106,067 $ $106,067 $(9,032)$97,035 
Contingent consideration  2,301 2,301  2,301 
Noncurrent:
Commodity 22,266  22,266  22,266 
Contingent consideration  28,805 28,805  28,805 
Liabilities:
Current:
Commodity (9,032) (9,032)9,032  
Net derivative asset positions$ $119,301 $31,106 $150,407 $ $150,407 

12

Vital Energy, Inc.
Condensed notes to the consolidated financial statements
(Unaudited)
See Note 12 in the 2023 Annual Report for discussion of the significant Level 2 inputs used in the fair value mark-to-market analysis of commodity and contingent consideration derivatives. The Company reviewed the third-party specialist's valuations of commodity and contingent consideration derivatives, including the related inputs, and analyzed changes in fair values between reporting dates.
The Sixth Street Contingent Consideration associated with the Working Interest Sale was categorized as Level 3 of the fair value hierarchy, as the Company utilized its own cash flow projections along with a risk-adjusted discount rate generated by a third-party valuation specialist to determine the valuation. The Company reviewed the third-party specialist's valuation, including the related inputs, and analyzed changes in fair values between the divestiture closing date and the reporting dates. The fair value of the Sixth Street Contingent Consideration was recorded as part of the basis in the oil and natural gas properties divested and as a contingent consideration asset. At each quarterly reporting period, the Company remeasures contingent consideration with the change in fair values recognized in "Gain (loss) on derivatives, net" under "Non-operating income (expense)" on the consolidated statement of operations.
The following table summarizes the changes in contingent consideration derivatives classified as Level 3 measurements for the periods presented:
Three months ended March 31,
(in thousands)20242023
Balance of Level 3 at beginning of period$31,106 $26,640 
Change in Sixth Street Contingent Consideration fair value3,688 2,908 
Settlements realized(1)
 (1,455)
Balance of Level 3 at end of period$34,794 $28,093 
_____________________________________________________________________________
(1)For the three months ended March 31, 2024 and 2023, any settlements are included in "Other, net" in cash flows from investing activities on the consolidated statements of cash flows.
Items not accounted for at fair value
The carrying amounts reported on the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, accrued capital expenditures, undistributed revenue and royalties and other accrued assets and liabilities approximate their fair values.
The Company has not elected to account for its debt instruments at fair value. The following table presents the carrying amounts and fair values of the Company's debt as of the dates presented:
 March 31, 2024December 31, 2023
(in thousands)
Carrying
amount(1)
Fair
value(2)
Carrying
amount(1)
Fair
value(2)
10.125% senior unsecured notes due 2028
$269,159 $282,515 $700,309 $719,617 
7.750% senior unsecured notes due 2029
298,214 300,677 298,214 285,099 
9.750% senior unsecured notes due 2030
500,000 546,715 500,000 518,875 
7.875% senior unsecured notes due 2032
800,000 813,496   
Senior Secured Credit Facility265,000 265,301 135,000 135,095 
Total$2,132,373 $2,208,704 $1,633,523 $1,658,686 
______________________________________________________________________________
(1)Amounts presented do not include issuance premiums or discounts.
(2)The fair values of the outstanding notes were determined using the Level 2 fair value hierarchy quoted market prices for each respective instrument as of March 31, 2024 and December 31, 2023. The fair values of the outstanding debt under the Senior Secured Credit Facility was estimated utilizing the Level 2 fair value hierarchy pricing model for similar instruments as of March 31, 2024 and December 31, 2023.
13

Vital Energy, Inc.
Condensed notes to the consolidated financial statements
(Unaudited)
Note 9—Commitments and contingencies
From time to time, the Company is subject to various legal proceedings arising in the ordinary course of business, including those that arise from interpretation of federal, state and local laws and regulations affecting the oil and natural gas industry, personal injury claims, title disputes, royalty disputes, contract claims, contamination claims relating to oil and natural gas exploration and development and environmental claims, including claims involving assets previously sold to third parties and no longer part of the Company's current operations. The Company may not have insurance coverage for some of these proceedings and failure to comply with applicable laws and regulations can result in substantial penalties. While many of these matters involve inherent uncertainty, as of the date hereof, the Company believes that any such legal proceedings, if ultimately decided adversely, will not have a material adverse effect on the Company's business, financial position, results of operations or liquidity.
The Company has committed to deliver, for sale or transportation, fixed volumes of product under certain contractual arrangements that specify the delivery of a fixed and determinable quantity. If not fulfilled, the Company is subject to firm transportation payments on excess pipeline capacity and other contractual penalties. These commitments are normal and customary for the Company's business. In certain instances, the Company has used spot market purchases to meet its commitments in certain locations or due to favorable pricing. As of March 31, 2024, future firm sale and transportation commitments of $114.6 million are expected to be satisfied and, as such, are not recorded as a liability on the consolidated balance sheet.
Note 10—Supplemental cash flow and non-cash information
The following table presents supplemental cash flow and non-cash information for the periods presented:
Three months ended March 31,
(in thousands)20242023
Supplemental cash flow information:
Cash paid for interest, net of $483 and $535 of capitalized interest, respectively
$60,772 $51,147 
Restricted cash(1)
$ $16,324 
Supplemental non-cash operating information:
Right-of-use assets obtained in exchange for operating lease liabilities(2)
$19,491 $124,128 
Supplemental non-cash investing information:
Change in accrued capital expenditures$16,609 $18,843 
Equity issued for acquisition of oil and natural gas properties(3)
$78,740 $ 
_____________________________________________________________________________
(1)Represents a short-term deposit for acquisition of oil and natural gas properties held in a third-party escrow account.
(2)See Note 5 in the 2023 Annual Report for additional discussion of the Company's leases.
(3)See Note 3 for additional discussion of the Company's acquisitions.
Note 11—Income taxes
The following table presents income tax benefit (expense) for the periods presented:
Three months ended March 31,
(in thousands)20242023
Current$(1,175)$(1,331)
Deferred16,924 (276)
Income tax benefit (expense)$15,749 $(1,607)
The Company estimates its annual effective tax rate (“AETR”) in recording its interim quarterly income tax provision for the various jurisdictions in which it operates. The tax effects of statutory rate changes, significant unusual or infrequently occurring items, and certain changes in the assessment of the realizability of deferred tax assets are excluded from the determination of its estimated AETR and are recognized as discrete items in the quarter in which they occur. The Company's effective tax rate during three months ended March 31, 2024 was 19.23% and is the result of projecting current and deferred
14

Vital Energy, Inc.
Condensed notes to the consolidated financial statements
(Unaudited)
U.S. income and Texas franchise taxes, including the impact of discrete items and permanent differences. Current income tax expense is primarily attributable to Texas Franchise tax.
Our estimated effective tax rate during the three months ended March 31, 2023 was 1.37% as a result of projecting current Texas franchise tax and maintaining full valuation allowances against our U.S. and state of Oklahoma net deferred asset positions.
As of March 31, 2024, the Company continues to maintain a full valuation allowance against its state of Oklahoma deferred tax assets.
The Company’s deferred tax assets are primarily the result of U.S. net operating loss carryforwards. As of March 31, 2024, the Company had U.S. net operating loss carryforwards totaling $1.2 billion, of which $789.8 million will begin to expire in 2034 and $452.7 million will not expire but may be limited in future periods, and state of Oklahoma net operating loss carryforwards totaling $530.9 million, of which $34.6 million is subject to expiration beginning in 2032.
If the Company were to experience an "ownership change" as determined under Section 382 of the Internal Revenue Code, the Company's ability to offset taxable income arising after the ownership change with net operating losses arising prior to the ownership change could be significantly limited. Based on information available as of March 31, 2024, no such ownership change has occurred.
The Company closed the PEP Acquisition during the first quarter of 2024. For income tax purposes, the PEP Acquisition will be treated as an asset purchase such that the tax basis in the assets and liabilities will generally reflect the allocated fair value at closing. Therefore, the Company does not anticipate recording any deferred income taxes as part of the purchase consideration with respect to this acquisition. See Note 3 for additional information regarding the Company's acquisition.
Note 12—Related parties
Halliburton
The Chairman of the Company's board of directors is on the board of directors of Halliburton Company ("Halliburton"). The Company has a lease agreement with Halliburton, which extends through 2025, to provide an electric fracture stimulation crew and the related services. Under the agreement, the Company had a lease liability of $52.7 million as of March 31, 2024 and $59.7 million as of December 31, 2023, which is included in both current and noncurrent "Operating lease liabilities" on the consolidated balance sheets. Payments to Halliburton are included in capital expenditures for oil and natural gas properties in cash flows from investing activities on the consolidated statements of cash flows.
The following table presents the capital expenditures for oil and natural gas properties paid to Halliburton included in the consolidated statements of cash flows for the periods presented:
 Three months ended March 31,
(in thousands)20242023
Capital expenditures for oil and natural gas properties$22,683 $32,249 
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Table of Content
Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations is for the three months ended March 31, 2024 and 2023, and should be read in conjunction with our unaudited consolidated financial statements and condensed notes thereto included elsewhere in this Quarterly Report as well as our audited consolidated financial statements and notes thereto included in our 2023 Annual Report. The following discussion contains "forward-looking statements" that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see "Cautionary Statement Regarding Forward-Looking Statements" and "Part II, Item 1A. Risk Factors." Except for purposes of the unaudited consolidated financial statements and condensed notes thereto included elsewhere in this Quarterly Report, references in this Quarterly Report to "Vital Energy," "we," "us," "our" or similar terms refer to Vital Energy and its subsidiaries, collectively, unless the context otherwise indicates or requires. Unless otherwise specified, references to "average sales price" refer to average sales price excluding the effects of our derivative transactions. All amounts, dollars and percentages presented in this Quarterly Report are rounded and therefore approximate.
Executive overview
We are an independent energy company focused on the acquisition, exploration and development of oil and natural gas properties in the Permian Basin of West Texas. The oil and liquids-rich Permian Basin is characterized by multiple target horizons, extensive production histories, long-lived reserves, high drilling success rates and high initial production rates. During 2023, we added approximately 88,050 net acres through multiple acquisitions. As of March 31, 2024, we had assembled 266,416 net acres in the Permian Basin.
As of March 31, 2024, we were operating four drilling rigs and two completions crews. We expect to continue this level of utilization through the second quarter of 2024. Our planned capital expenditures for full-year 2024 are expected to be between $750.0 million and $850.0 million. However, we will continue to monitor commodity prices and service costs and adjust activity levels in order to proactively manage our cash flows and preserve liquidity. Below is a summary and comparative analysis of our financial and operating performance for the periods presented:
Oil sales volumes increased to 5,327 MBbl for the three months ended March 31, 2024 from 3,467 MBbl for the three months ended March 31, 2023.
Oil equivalent sales volumes increased to 11,349 MBOE for the three months ended March 31, 2024 from 7,237 MBOE for the three months ended March 31, 2023.
Oil, NGL, and natural gas sales increased to $481.1 million for the three months ended March 31, 2024 from $317.8 million for the three months ended March 31, 2023, primarily driven by a 57% increase in oil equivalent sales volumes.
Net loss of $66.1 million for the three months ended March 31, 2024, which includes a non-cash loss on the mark-to-market of commodity derivatives of $146.8 million, compared to net income of $113.9 million for the three months ended March 31, 2023.
Recent developments
Acquisition
February 2, 2024 - Completed the PEP Acquisition, which consisted of purchasing additional working interests in producing properties associated with the Henry Acquisition, for an aggregate purchase price of $80.0 million. See Note 3 to our consolidated financial statements included elsewhere in this Quarterly Report for further discussion of the acquisition.
Debt
March 28, 2024 - Issued $800.0 million in aggregate principal amount of 7.875% senior unsecured notes due 2032 for net proceeds of $784.8 million.
March 29, 2024 - Settled a cash tender offer on the January 2028 Notes for an aggregate principal amount of $431.2 million.
April 3, 2024 - Issued an additional $200.0 million in aggregate principal amount of 7.875% senior unsecured notes, at 100.750% of par, under the same indenture dated as of March 28, 2024 for net proceeds of $198.7 million.
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Table of Content
April 3, 2024 - Settled a cash tender offer on the September 2030 Notes for an aggregate principal amount of $197.6 million.
April 29, 2024 - Redeemed the remaining principal amount outstanding on the January 2028 Notes of $269.2 million.
Decreased the weighted-average interest rate on our senior unsecured notes from 9.527% to 8.206%, for an expected future annual interest expense savings of approximately $11.0 million as a result of the aforementioned financing transactions.
May 8, 2024 - Pursuant to the regular semi-annual redetermination, our lenders reaffirmed the borrowing base at $1.5 billion and increased the aggregate elected commitment to $1.35 billion under our Senior Secured Credit Facility.
Pricing and reserves
Commodity prices have historically been volatile. While general economic concerns continue to place some downward pressure on commodity prices, worldwide commodity demand continues to rise. Although supply has increased, it has been constrained and pricing has been affected, in part, by the impact of the world political and economic environment. Any of the above factors could change or reverse, and global commodity and financial markets remain subject to heightened levels of uncertainty and volatility.
Our results of operations are heavily influenced by oil, NGL and natural gas prices. We maintain an active commodity derivatives strategy to minimize commodity price volatility and support cash flows for operations. We have entered into a number of commodity derivative contracts that have enabled us to offset a portion of the changes in our cash flow caused by fluctuations in price and basis differentials for our sales of oil, NGL and natural gas, as discussed in "Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk." See Notes 7 and 8 to our consolidated financial statements included elsewhere in this Quarterly Report for additional discussion of our commodity derivatives. Notwithstanding our derivatives strategy, a collapse in commodity prices may affect the economic viability of, and our ability to fund, our drilling projects, as well as the economic recovery of oil, NGL and natural gas reserves. See "Critical accounting estimates" in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of the 2023 Annual Report for further discussion of our oil, NGL and natural gas reserve quantities and standardized measure of discounted future net cash flows.
Our reserves are reported in three streams: oil, NGL and natural gas. The Realized Prices, which are utilized to value our proved reserves and calculated using the average first-day-of-the-month prices for each month within the 12-month period prior to the end of the reporting period, adjusted for factors affecting price received at the delivery point, as of March 31, 2024 were $78.71 for oil, $16.20 for NGL and $1.08 for natural gas. The unamortized cost of evaluated oil and natural gas properties being depleted did not exceed the full cost ceiling as of March 31, 2024 or March 31, 2023. As such, no full cost ceiling impairments were recorded during these periods.
There are numerous uncertainties inherent in the estimation of proved reserves and accounting for oil and natural gas properties in future periods. In addition to commodity prices, our production rates, levels of proved reserves, future development costs, transfers of unevaluated properties and other factors will determine our actual ceiling test calculation and impairment analysis in future periods. Also, purchases of proved properties may be recorded at a cost that exceeds a related increase in the full cost ceiling calculation as acquisitions are generally based on fair value using expected future prices rather than historical prices used in the full cost ceiling test. A decline in the future trailing 12-month commodity prices may result in recording write downs, which could be material depending on price declines. If the future trailing 12-month commodity prices remain at current levels in future quarters and absent changes in other inputs, we do not anticipate recording material write downs in subsequent quarters in 2024. See Notes 2 and 6 in our 2023 Annual Report for discussion of the full cost method of accounting and our Realized Prices.
17

Table of Content
Results of operations
Revenues
Sources of our revenue
The following table presents our sources of revenue as a percentage of total revenues for the periods presented and the corresponding changes for such periods:
Three months ended March 31,2024 compared to 2023
20242023Change (#)Change (%)
Oil sales86 %80 %%%
NGL sales10 %10 %— %— %
Natural gas sales%%(1)%(20)%
Sales of purchased oil—