Vital Energy Inc 2024年度报告

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For thefiscal year endedDecember 31, 2024or☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934Commissionfile number:001-35380 Vital Energy,Inc. (Exact name of registrant as specified in its charter) Delaware 45-3007926 (State or other jurisdicon of incorporaon or organizaon) (918)513-4570 (Registrant's telephone number, including area code) Securies Registered Pursuant to Secon12(b) of the Act: Name of each exchangeon which registered Securies Registered Pursuant to Secon12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securies Act.Yes☒No☐ Indicate by check mark if the registrant is not required tofile reports pursuant to Secon13 or Secon15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)hasfiled all reports required to befiled by Secon13 or 15(d) of the Securies Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required tofile such reports), and (2)has been subject tosuchfiling requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submied electronically every Interacve Data File required to be submied pursuant toRule405 of RegulaonS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large acceleratedfiler, an acceleratedfiler, a non-acceleratedfiler, a smaller reporng company,or an emerging growth company. See the definions of "large acceleratedfiler," "acceleratedfiler," "smaller reporng company" and "emerginggrowth company" in Rule12b-2 of the Exchange Act. (Check one): If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transion period for complying withany new or revisedfinancial accounng standards provided pursuant to Secon 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant hasfiled a report on and aestaon to its management’s assessment of the effecveness of itsinternal control overfinancial reporng under Secon 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounngfirmthat prepared or issued its audit report.☒ If securies are registered pursuant to Secon 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant includedin thefiling reflect the correcon of an error to previously issuedfinancial statements.☐ Indicate by check mark whether any of those error correcons are restatements that required a recovery analysis of incenve-based compensaonreceived by any of the registrant’s execuve officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ Aggregate market value of the vong and non-vong common equity held by non-affiliates was approximately $1.7billion on June 30, 2024, basedon $44.82 per share, the last reported sales price of the common stock on the New York Stock Exchange on such date. Number of shares of registrant's common stock outstanding as of February19, 2025:38,121,479 Documents Incorporated by Reference: Porons of the registrant's definive proxy statement for its 2025 Annual Meeng of Stockholders are incorporated by reference into PartIII of thisreport for the year ended December 31, 2024. Vital Energy, Inc. Table of ContentsPageGlossary of Oil and Natural Gas Terms2Cauonary Statement Regarding Forward-Looking Statements5Summary Risk Factors8PartI10Item 1. Business10Item1A. Risk Factors30Item1B. Unresolved StaffComments47Item 1C. Cybersecurity47Item2. Properes48Item3. Legal Proceedings48Item4. Mine Safety Disclosures48PartII49Item5. Market for Registrant's Common Equity, Related Stockholder Maers and Issuer Purchases of Equity Securies49Item 6. [Reserved]50Item7. Management's Discussion and Analysis of Financial Condion and Results of Operaons51Item7A. Quantave and Qualitave Disclosures About Market Risk66Item8. Financial Statements and Supplementary Data67Item9. Changes in and Disagreements with Accountants on Accounng and Financial Disclosure69Item9A. Controls and Procedures69Item9B. Other Informaon70Item 9C. Disclosure Regarding Foreign Jurisdicons that Prevent Inspecons70PartIII71Item10. Directors, Execuve Officers and Corporate Governance71Item11. Execuve Compensaon76Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Maers76Item13. Certain Relaonships and Related Transacons, and Director Independence76Item14. Principal Accounng Fees and Services76PartIV77Item15. Exhibi