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, 2024, the following transactions related to our common stock occurred: ■ 841,998 RSUs vested and were released as common stock, of which 332,840 were exchanged for tax withholding and retired by the Company. 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; ◦ 1,475,631 restricted stock units, gross of fractional shares to be settled in cash; ■ 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; ■ 14,600 shares of common stock were repurchased and retired as part of our Stock Repurchase Program, as discussed further below. 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 June 30, 2024, there were 553,222 shares available to be granted. Restricted Stock Units The following is a summary of RSU activity during the six months ended June 30, 2024 and 2023: Shares of restricted stock unit awards Weighted-Average Price on Date of Grant Outstanding at January 1, 2024 3,152,247 $ 14.99 Granted 69,403 21.48 Vested (792,000) 14.40 Forfeited (50,000) 14.40 Outstanding at March 31, 2024 2,379,650 $ 15.39 Granted 131,024 22.91 Vested (49,998) 18.77 Forfeited — — Outstanding at June 30, 2024 2,460,676 $ 15.72 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. 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 three and six months ended June 30, 2024, the Company recognized $1.9 million and $3.4 million of equity-based compensation expense relating to these restricted stock units, respectively. 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, 2024, there is $15.4 million of unrecognized equity-based compensation expense related to unvested restricted stock unit awards. The cost is expected to be recognized through February 2027, over a weighted-average period of 2.16 years. Performance Stock Units PSUs are contingent shares that may be earned over three-year performance periods. The number of PSUs to be earned is subject to a market condition, which is based on a comparison of the total shareholder return (“TSR”) achieved with respect to shares of the Company’s common stock against the TSR achieved by a defined peer group at the end of the applicable performance period. Depending on the Company’s TSR performance relative to the defined peer group, award recipients may earn between 0% and 200% of the target amount of PSUs detailed in the applicable grant notice. As the vesting criterion is linked to changes in the Company's share price, it is considered a market condition for purposes of calculating the grant-date fair value of the awards. The Company recognizes the grant date fair-value of PSUs over the requisite service period as equity-based compensation expense on a straight-line basis. Compensation expense for share-settled awards is not reversed if market conditions are not met. Accumulated accrued equity-based compensation expense and dividends are reversed in the period if the units are forfeited. The grant date fair value of PSUs was determined using a Monte Carlo simulation model. The Monte Carlo simulation model uses assumptions regarding random projections and must be repeated numerous times to achieve a probabilistic assessment. Significant assumptions used in this simulation include the Company’s expected volatility, risk-free interest rate based on U.S. Treasury yield curve rates with maturities consistent with the forecast period, and the volatilities for each of the Company’s peers. The assumptions used in valuing the PSUs granted were as follows: Grant date February 23, 2024 Forecast period (years) 2.85 Risk-free rates 4.4% Expected equity volatility 55% Stock price on grant date $21.48 Grant date fair value $22.02 The following is a summary of PSU activity during the six months ended June 30, 2024: Shares of performance stock unit awards (at target) Weighted-Average Price on Date of Grant Outstanding at January 1, 2024 — $ — Granted 104,104 22.02 Vested — — Forfeited — — Outstanding at March 31, 2024 104,104 $ 22.02 Granted — — Vested — — Forfeited — — Outstanding at June 30, 2024 104,104 $ 22.02 During the three and six months ended June 30, 2024, the Company recognized $0.2 million and $0.3 million of equity-based compensation expense relating to these performance stock units, respectively. As of June 30, 2024, there is $2.0 million of unrecognized equity-based compensation expense related to unvested PSU awards. The cost is expected to be recognized through December 2026, over a weighted-average period of 2.5 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, 2024 and 2023. The intrinsic option value of the options was $6.7 million at June 30, 2024 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 1,475,631, gross of fractional shares to be settled in cash, and at June 30, 2024 and 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 three and six months ended June 30, 2024, zero and 1,000 restricted stock units were released as common stock, net of shares cashed out as fractional units, respectively. During the three and six months ended June 30, 2023, zero and 603,249 restricted stock units were released as common stock, net of shares cashed out as fractional units, respectively. 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, 2024, 2,915 and 52,106 restricted stock awards were released as common stock, net of shares cashed out as fractional units, respectively. During the three and six months ended June 30, 2023, 11,454 and 50,744 restricted stock awards were released as common stock, net of shares cashed out as fractional units, respectively. 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 2024 114,727 5,474 120,201 2025 93,580 17,262 110,842 2026 323,138 48,619 371,757 2027 837 54,269 55,106 2028 838 32,988 33,826 Thereafter 130,985 19,793 150,778 Total 664,105 178,405 842,510 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, 2024, the Company did not repurchase any common stock. 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 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 JUNE 30, JUNE 30, (in thousands except share and per share amounts) 2024 2023 2024 2023 Numerator for earnings per common share: Net income (loss) attributable to Vitesse Energy, Inc. $ 10,928 $ 9,620 $ 8,742 $ (40,027) Allocation of earnings to participating securities (1) — (932) — — Net income (loss) attributable to common shareholders $ 10,928 $ 8,688 $ 8,742 $ (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 $ 10,928 $ 9,620 $ 8,742 $ (40,027) Denominator for earnings per common share: Weighted average common shares outstanding - basic 29,485,574 28,787,389 29,429,456 28,691,356 Weighted average Transitional Share RSUs outstanding with no future service required 560,616 872,382 560,621 970,200 Denominator for basic earnings per common share 30,046,190 29,659,771 29,990,077 29,661,556 LTIP RSUs 2,436,305 3,143,599 2,450,426 — LTIP PSUs 156,156 — 156,156 — Transitional Share options 284,514 274,454 284,514 — Transitional Share RSUs with remaining performance/service obligation 103,653 — 103,653 — Denominator for diluted earnings per common share 33,026,818 33,077,824 32,984,826 29,661,556 Net income (loss) per common share: Basic $ 0.36 $ 0.29 $ 0.29 $ (1.35) Diluted $ 0.33 $ 0.29 $ 0.27 $ (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. |