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 year ended December 31, 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 Consolidated Statements of Equity), of which 56,218 were issued as common shares during the period; ◦ 1,475,613 restricted stock units, of which 810,507 were issued as common shares during the period, net of shares cashed out as fractional unit; ■ 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; ■ 3,152,247 restricted stock units were issued, net of forfeitures, 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 $65.6 million, or $2.00 per share, 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 option 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 December 31, 2023, there were 807,753 shares available to be granted. The following is a summary of LTIP activity during the year ended December 31, 2023: Shares of restricted stock unit awards Weighted-Average Price on Date of Grant Outstanding at January 1, 2023 — $ — Granted 3,333,122 14.96 Vested — — Forfeited (180,875) 14.40 Outstanding at December 31, 2023 3,152,247 $ 14.99 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. Restricted stock units are considered issued but not outstanding when granted. Accumulated accrued stock based compensation expense and any accrued dividends are reversed in the period when units are forfeited and the units are no longer considered issued. During the year ended December 31, 2023, the Company recognized $32.2 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 December 31, 2023, there is $15.0 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 2.56 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 year ended December 31, 2023. The intrinsic option value of the options was $5.9 million at December 31, 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, restricted stock units were granted in respect of these JFG awards. These restricted stock unit awards are capped at 1,475,613 and at December 31, 2023 103,653 have a remaining performance, service or vesting condition to satisfy. These restricted stock unit awards generally accrue dividends declared on common stock but have deferred issuance dates through January 2, 2099. During the year ended December 31, 2023, 810,507 restricted stock units were released as common stock, net of shares 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 year ended December 31, 2023, 56,218 restricted stock awards were released as common stock. Year Restricted stock units Restricted stock awards Total 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 665,106 230,511 895,617 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 year ended December 31, 2023, the Company repurchased 14,600 shares for $0.2 million and the shares were subsequently retired. Net 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 YEAR ENDED (in thousands except share and per share amounts) DECEMBER 31, 2023 Numerator for earnings per common share: Net (loss) attributable to Vitesse Energy, Inc. $ (21,576) Allocation of earnings to participating securities (1) — Net (loss) attributable to common shareholders $ (21,576) Adjustment to allocation of earnings to participating securities related to diluted shares — Net (loss) attributable to common shareholders for diluted EPS $ (21,576) Denominator for earnings per common share: Weighted average common shares outstanding - basic 28,741,995 Weighted average Transitional Share RSUs outstanding 814,972 Denominator for basic earnings per common share 29,556,967 LTIP RSUs — Transitional Share options — Denominator for diluted earnings per common share 29,556,967 Net (loss) per common share: Basic $ (0.73) Diluted $ (0.73) Shares excluded from diluted earnings per share due to anti-dilutive effect: LTIP RSUs 3,143,715 Transitional Share options 270,181 Transitional Share RSUs with remaining performance/service obligation 103,653 (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 of the Predecessor, 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 MIUs 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 Predecessor 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 years ended December 31, 2022 and November 30, 2021 and the month ended December 31, 2021, the Predecessor recorded an increase of $1.5 million, a reduction of $1.5 million, and a reduction of $1.0 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 years ended the years ended December 31, 2022 and November 30, 2021 and the month ended December 31, 2021, is presented below: FOR THE YEAR ENDED DECEMBER 31, FOR THE MONTH ENDED DECEMBER 31, FOR THE YEAR ENDED NOVEMBER 30, 2022 2021 2021 Nonvested at period end 28,750 45,000 45,000 Granted during the period — — — Vested during the period 16,250 — 37,500 Forfeited during the period — — — Fair value of MIUs vested during the period $0.2 million $ — $ 0.7 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 (see Note 9) 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 consolidated statements of operations within Equity-based compensation for the years ended December 31, 2022 and November 30, 2021 and the month ended December 31, 2021 is as follows: FOR THE YEAR ENDED DECEMBER 31, FOR THE MONTH ENDED DECEMBER 31, FOR THE YEAR ENDED NOVEMBER 30, (in thousands) 2022 2021 2021 Common Unit Option Grant $ (2,089) $ 383 $ (569) Founder MIU Option Grant (8,680) 2,170 1,625 Non-Founder MIUs 3 75 353 Total $ (10,766) $ 2,628 $ 1,409 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 for 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 had 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. DECEMBER 31, NOVEMBER 30, Founder MIU Option Grant 2021 2021 Expected volatility 105% - 140% 125% - 170% Weighted-average volatility 140% 150% Expected dividends/distributions 0% 0% Expected term (in years) 0.5 1 Risk-free rate 0.69% 0.24% DECEMBER 31, NOVEMBER 30, Common Unit Option Grant 2021 2021 Expected volatility 55% 50% Weighted-average volatility 50% 50% Expected dividends/distributions 0% 0% Expected term (in years) 0.5 1 Risk-free rate 0.69% 0.24% Distributions Distributions of funds associated with common units follow a prescribed framework, which is outlined in detail in the Predecessor Company Agreement. In general, distributions were first allocated to those unitholders based on their allocable share, as defined in the Predecessor Company Agreement. Each unitholder then received a distribution in accordance with the tiered waterfall, as defined in the Predecessor Company Agreement. The Company made $36.0 million, $12.0 million and $6.0 million of distributions on common units during the years ended December 31, 2022 and November 30, 2021 and the month ended December 31, 2021, respectively. 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 had 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 were considered common units, and distributions were made in accordance with the Predecessor Company Agreement. As such, the Company presents earnings per unit (“EPU”) for both classes of equity. In calculating EPU, we applied 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 YEAR ENDED DECEMBER 31, FOR THE MONTH ENDED DECEMBER 31, FOR THE YEAR ENDED NOVEMBER 30, 2022 2021 2021 Common Units Net income (loss) 118,903 (7,359) 18,114 less: income allocable to participating securities In-substance options on common units (Common Unit Option) (3,006) — (458) In-substance options on Founder MIUs (Founder MIU Option) — — — Non-Founder MIUs classified as temporary equity — — — Non-Founder MIUs classified as liabilities — — — Net income (loss) attributable to common unitholders 115,897 (7,359) 17,656 Weighted Average Common Units Outstanding (in 000s) 450,000 450,000 450,000 less: Common Units accounted for as in-substance options (11,375) (11,375) (11,375) Weighted Average Common Units Outstanding (in 000s) 438,625 438,625 438,625 Basic and Diluted EPU $ 0.26 $ (0.02) $ 0.04 Temporary Equity Classified MIUs Income allocable to Non-Founder MIUs classified as temporary equity $ — $ — $ — MIUs classified in temporary equity (in 000s) 250 234 234 Basic and Diluted EPU $ — $ — $ — |