Equity | Equity Authorized Capital Stock The Amended and Restated Certificate of Incorporation authorized capital stock consisting of 95,000,000 shares of common stock, par value $0.01 per share and 5,000,000 shares of preferred stock, par value $0.01 per share. Common Stock During the six months ended June 30, 2023 the following transactions related to our common stock occurred: ■ 3B transferred all of its Predecessor equity interests to JFG as repayment for the Initial Loans; ■ JFG distributed the remaining Predecessor equity interests to its shareholders in the Spin-Off, which amounted to 25,628,162 shares of common stock in the Company; ■ the Transitional Equity Award Adjustment Plan (the “Transitional Plan”), as discussed further below, was implemented and resulted in the following issuances to current and former directors and employees of JFG: ◦ 286,729 restricted stock awards (included in issuance of common stock in exchange for Vitesse Energy, LLC on the Condensed Consolidated Statements of Equity), of which 50,744 were issued as common shares during the period; ◦ 1,475,631 restricted stock units, of which 603,249 were issued as common shares during the period; ■ Predecessor MIUs granted to Predecessor employees other than the Predecessor’s two founders were exchanged for 163,544 shares of common stock; ■ Vitesse Oil was contributed in exchange for 2,120,312 common shares; ■ 3,153,122 restricted stock units were issued to officers, directors and employees; ■ 14,600 shares of common stock were repurchased and retired as part of our Stock Repurchase Program, as discussed further below. ■ Declared dividends of $32.8 million on common stock during the period. Preferred Stock Our Amended and Restated Certificate of Incorporation authorizes our board of directors to designate and issue from time to time one or more series of preferred stock without stockholder approval. Our board of directors may fix and determine the designation, relative rights, preferences and limitations of the shares of each such series of preferred stock. There are no present plans to issue any shares of preferred stock and there are currently no shares outstanding. Long-Term Incentive Plan The Company’s long-term incentive plan (“LTIP”) provides for the granting of various forms of equity-based awards, including stock options awards, stock appreciation rights awards, restricted stock awards, restricted stock unit awards, performance awards, cash awards and other stock-based awards to employees, directors and consultants of the Company. Under the LTIP, 3,960,000 shares were initially available to be awarded and as of June 30, 2023, there were 806,878 shares available to be granted. The following is a summary of LTIP activity during the six months ended June 30, 2023: Shares of restricted stock unit awards Weighted-Average Price on Date of Grant Outstanding at January 1, 2023 — $ — Granted 3,136,456 14.43 Vested — — Forfeited — — Outstanding at March 31, 2023 3,136,456 $ 14.43 Granted 16,666 22.57 Vested — — Forfeited — — Outstanding at June 30, 2023 3,153,122 $ 14.47 For restricted stock units, the Company recognizes the grant date fair-value of awards over the requisite service period as stock-based compensation expense on a straight-line basis except when provisions are present that accelerate vesting. During the three months ended June 30, 2023, the Company recognized $1.4 million of equity-based compensation expense relating to these restricted stock units. During the six months ended June 30, 2023, the Company recognized $29.4 million of equity-based compensation expense relating to these restricted stock units of which $26.8 million, or 1,863,000 restricted stock units, was for awards that had a retirement provision and were granted to retirement-eligible employees and therefore resulted in immediate recognition of expense. As of June 30, 2023, there is $16.2 million of unrecognized equity-based compensation expense related to unvested restricted stock unit awards. The cost is expected to be recognized through January 2027, over a weighted-average period of 3.04 years. Transitional Equity Award Adjustment Plan JFG’s outstanding compensatory equity awards were adjusted into equity incentive awards denominated in part in shares of Vitesse common stock in connection with the Spin-Off. All adjusted awards are subject to generally the same vesting, exercisability, expiration, settlement and other material terms and conditions as applied to the applicable original JFG award immediately before the Spin-Off, except that equity awards relating to our common stock were subject to accelerated vesting, exercisability and in some cases settlement in the event of a change in control of the Company. All of the Transitional Plan equity awards discussed below were granted by JFG and therefore do not result in any compensation cost to the Company. Transitional Plan Options Each JFG stock option that did not remain an option to purchase shares of only JFG common stock was converted into both a post-Spin-Off option to purchase shares of JFG common stock and an option to purchase shares of Vitesse common stock. The exercise price of such JFG stock option and the exercise price and number of shares subject to such Vitesse stock option was adjusted so that (i) the aggregate intrinsic value of such post-Spin-Off JFG stock option and Vitesse stock option immediately after the Spin-Off equals the aggregate intrinsic value of the JFG stock option as measured immediately before the Spin-Off and (ii) the aggregate exercise price of such post-Spin-Off JFG stock option and Vitesse stock option equals the aggregate exercise price of the JFG stock option immediately before the Spin-Off, subject to rounding. Upon completion of the Spin-Off, 457,866 options were granted and none were exercised during the three and six months ended June 30, 2023. The intrinsic option value of the options was $6.1 million at June 30, 2023 and the maximum number of shares of common stock that could be issued under the plan is 457,866. Transitional Plan Restricted Units Each JFG restricted stock unit award and performance stock unit award (other than those that will remain awards denominated in shares of only JFG stock, which includes the portion of any performance stock unit award that may be earned above the designated target level), including any additional stock units accrued as a result of dividend equivalents, was adjusted by the grant of a Vitesse restricted stock unit award. Upon completion of the Spin-Off, 1,475,631 restricted stock units were granted in respect of these JFG awards. These restricted stock unit awards have no remaining performance or service conditions to satisfy, or any other vesting condition, and generally accrue dividends declared on common stock but have deferred issuance dates through January 2, 2099. During the three and six months ended June 30, 2023, zero and 603,249 restricted stock units, respectively, were released as common stock or cashed out as fractional units. Transitional Plan Restricted Stock Awards Holders of a JFG restricted stock award received 286,729 shares of our common stock upon completion of the Spin-Off, which shares are subject to the provisions of the Transitional Plan, including generally the same risk of forfeiture and other conditions as applied to the original JFG restricted stock award. These restricted stock awards have no remaining performance or service conditions to satisfy, or any other vesting condition, and are paid dividends on common stock as declared but have deferred issuance dates through September 28, 2029. During the three and six months ended June 30, 2023, 11,454 and 50,744 restricted stock awards. respectively, were released as common stock. The remaining restricted stock units and restricted stock awards are scheduled to be released as common stock as follows: Year Restricted stock units Restricted stock awards Total 2023 207,276 5,474 212,750 2024 115,728 57,580 173,308 2025 93,580 17,262 110,842 2026 323,138 48,619 371,757 2027 837 54,269 55,106 Thereafter 131,823 52,781 184,604 Total 872,382 235,985 1,108,367 The Transitional Plan governs the terms and conditions of the new Vitesse awards issued as an adjustment to JFG awards at the effective time of the Spin-Off, but will not be used to make any grants following the Spin-Off. Stock Repurchase Program In February, 2023, the Board approved a stock repurchase program authorizing the repurchase of up to $60 million of the Company’s common stock. Under the Stock Repurchase Program, we may repurchase shares of our common stock from time to time in open market transactions or such other means as will comply with applicable rules, regulations and contractual limitations. The Board of Directors may limit or terminate the Stock Repurchase Program at any time without prior notice. The extent to which the Company repurchases its shares of common stock, and the timing of such repurchases, will depend upon market conditions and other considerations as may be considered in the Company’s sole discretion. During the six months ended June 30, 2023, the Company repurchased 14,600 shares for $0.2 million and the shares were subsequently retired. Net Income (Loss) Per Common Share The Company uses the two-class method of calculating earnings per share because certain of the Company’s unvested LTIP RSUs qualify as participating securities. Basic earnings per share amounts have been computed as (i) net income (loss) (ii) less distributed and undistributed earnings allocated to participating securities (iii) divided by the weighted average number of basic shares outstanding for the periods presented. Diluted earnings per share amounts have been computed as (i) basic net income attributable to common stockholders (ii) plus the adjustment of distributed and undistributed earnings allocated to participating securities (iii) divided by the weighted average number of diluted shares outstanding for the periods presented. The components of basic and diluted net income (loss) per share attributable to common stockholders are as follows: FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED (in thousands except share and per share amounts) JUNE 30, 2023 JUNE 30, 2023 Numerator for earnings per common share: Net income (loss) attributable to Vitesse Energy, Inc. $ 9,620 $ (40,027) Allocation of earnings to participating securities (1) (932) — Net income (loss) attributable to common shareholders $ 8,688 $ (40,027) Adjustment to allocation of earnings to participating securities related to diluted shares 932 — Net income (loss) attributable to common shareholders for diluted EPS $ 9,620 $ (40,027) Denominator for earnings per common share: Weighted average common shares outstanding - basic 28,787,389 28,691,356 Weighted average Transitional Share RSUs outstanding with no future service required 872,382 970,200 Denominator for basic earnings per common share 29,659,771 29,661,556 LTIP RSUs 3,143,599 — Transitional Share options 274,454 — Denominator for diluted earnings per common share 33,077,824 29,661,556 Net income (loss) per common share: Basic $ 0.29 $ (1.35) Diluted $ 0.29 $ (1.35) Shares excluded from diluted earnings per share due to anti-dilutive effect: LTIP RSUs — 3,135,174 Transitional Share options — 274,454 (1) Certain unvested LTIP RSUs represent participating securities because they participate in nonforfeitable dividends with the common equity holders of the Company. Participating earnings represent the distributed and undistributed earnings of the Company attributable to the participating securities. These unvested LTIP RSUs do not participate in undistributed net losses as they are not contractually obligated to do so. Predecessor Members’ Equity The Predecessor had two classes of membership units, with the following units authorized, issued, and outstanding as of December 31, 2022: AUTHORIZED ISSUED AND OUTSTANDING Common units 450,000,000 450,000,000 Management incentive units 1,000,000 953,750 Common Units Common units of the Predecessor were issued at $1 per unit, with an aggregate capital commitment from all common members of $450 million. There initially were five managers on the board of managers, with three managers designated by JFG and two managers designated by 3B. For voting purposes, each manager was entitled to one vote, and the affirmative vote of a majority of the board of managers, including at least one JFG manager, was required to ratify any significant decisions. Management Incentive Units Predecessor management incentive units were issued by the Predecessor to eligible employees and/or consultants. All MIUs were nonvoting and provided the MIU holders the opportunity to participate in distributions after the common unit holders received a specified return. MIUs were granted to the two founding members of management (“Founder MIUs”) and certain other employees of the Predecessor (“Non-Founder MIUs”). MIUs were subject to vesting requirements and forfeiture provisions specific to the Founder MIUs and Non-Founder MIUs, as outlined in the Company Agreement, employment agreement, grant letters, and other supporting MIU documentation. The Predecessor accounted for Non-Founder MIUs as liability-based awards until the respective holder had borne the risk of unit ownership, at which point the value of the liability was reclassified outside of permanent equity. While the awards were classified as liabilities, compensation expense was recorded through the vesting period, and changes in the estimated fair market value of the liability, were recorded in earnings. Once reclassified outside of permanent equity increases in the estimated fair market value of the award were recorded through members’ equity. During the three and six months ended June 30, 2022, the Predecessor recorded a decrease of $4.8 million and $7.0 million, respectively, through members’ equity to adjust the Non-Founder MIUs to fair market value. A summary of the Predecessor’s activity related to Non-Founder MIUs for the three and six months ended June 30, 2022 is presented below: FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED JUNE 30, 2022 JUNE 30, 2022 Nonvested at period end 28,750 28,750 Granted during the period — — Vested during the period 12,500 16,250 Forfeited during the period — — Fair value of MIUs vested during the period $ 0.7 million $ 0.9 million As of December 31, 2022, there was no unrecognized compensation cost related to nonvested unit-based compensation arrangements. As a result of each of the management founders’ receipt of an in-substance nonrecourse note (the “2018 Notes”) that were each collateralized by all of the Founder MIUs held by the respective executive, for accounting purposes, the Predecessor granted each of the management founders an in-substance call option that is within the scope of accounting guidance related to share-based compensation (the “Founder MIU Option Grant”). Due to the nature and terms of the Founder MIU Put Option, the Founder MIU Option Grant was classified as a liability award, remeasured at fair market value at each reporting date with the change in fair market value recorded to earnings. Total compensation cost (income) recognized in the statements of operations within Unit-based compensation for the three and six months ended June 30, 2022 is as follows: FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED (in thousands) JUNE 30, 2022 JUNE 30, 2022 Common Unit Option Grant $ 3,185 $ 4,053 Founder MIU Option Grant 12,629 17,540 Non-Founder MIUs 478 647 Total $ 16,292 $ 22,240 As of December 31, 2022, the intrinsic value of the Founder MIU Option Grant and the Common Unit Option Grant, was determined to be de minimis given the limited amount of time until the instruments were settled and prevailing economic factors. The Option Grants were forfeited on January 13, 2023 with the executives agreeing to settle their common units and Founder MIUs in exchange of JFG forgiving the 2018 Notes and any accrued interest. The December 31, 2022 liability and the factors considered in valuing the liability at December 31, 2022 are not presented due to the immaterial nature of these items. Measurement of Unit-Based Compensation The Predecessor recorded the Non-founder MIUs, Founder MIU Option Grant, and Common Unit Option Grant at fair value at the date of grant and at each balance sheet date, which results in compensation cost being measured at fair value. As noted above, vested Non-founder MIUs, where the respective holder has borne the risk of ownership, are recorded within temporary equity, with changes in fair value recorded within members’ equity. The fair value of each of the Founder MIU Option Grant and the Common Unit Option Grant (collectively “the Options”) were estimated using a Black Scholes Model. As the Predecessor did not have publicly-traded equity, it incorporated data from a group of publicly-traded peer companies when estimating fair value. Expected volatilities were based on the historical volatility of our identified peer group of companies. The expected term of the Options was determined based on the timing of an exit or liquidity event. The risk-free rate for periods within the expected life of the option was interpolated from the US constant maturity treasury rate, for a term corresponding to the expected term. Distributions Distributions of funds associated with common units follow a prescribed framework, which is outlined in detail in the Company Agreement. In general, distributions were first allocated to those unitholders based on their allocable share, as defined in the Company Agreement. Each unitholder would then receive a distribution in accordance with the tiered waterfall, as defined in the Company Agreement. The Company declared $18 million and $36 million, respectively, of distributions on common units during the three and six months ended June 30, 2022. Earnings Per Unit The Predecessor had two classes of equity in the form of common units and MIUs that were vested and where the holder has borne the risks and rewards of ownership at which point the MIU was reclassified from liabilities to outside of permanent equity. Both common units and temporary equity classified MIUs are considered common units, and distributions were made in accordance with the Company Agreement. As such, we present earnings per unit (“EPU”) for both classes of equity. In calculating EPU, we apply the two-class method. Under the two-class method net income (loss) attributable to common units is allocated to common units and other participating securities in proportion to the claim on earnings of each participating security after giving effect to distributions declared during the period, if any. The following table sets forth the computation of basic and diluted net income (loss) per unit: FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED (In thousands except unit and per unit amounts) JUNE 30, 2022 JUNE 30, 2022 Common Units Net income $ 16,752 $ 9,595 less: income allocable to participating securities In-substance options on common units (Common Unit Option Grant) (423) (243) In-substance options on Founder MIUs (Founder MIU Option Grant) — — Non-Founder MIUs classified as temporary equity — — Non-Founder MIUs classified as liabilities — — Net income (loss) attributable to common unitholders 16,329 9,352 Weighted Average Common Units Outstanding 450,000,000 450,000,000 less: Common Units accounted for as in-substance options (11,375,000) (11,375,000) Weighted Average Common Units Outstanding 438,625,000 438,625,000 Basic and Diluted EPU $ 0.04 $ 0.02 Temporary Equity Classified MIUs Income allocable to Non-Founder MIUs classified as temporary equity $ — $ — MIUs classified in temporary equity 233,750 233,750 Basic and Diluted EPU $ — $ — |