v3.26.1
Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
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, 2026, the following transactions related to our common stock occurred:
■1,935,698 shares of common stock were issued in connection with the Powder River Basin Acquisition. See Note 3 (“Oil and Gas Properties”).
During the six months ended June 30, 2025, the following transactions related to our common stock occurred:
■8,169,839 shares of common stock were issued to acquire Lucero.
■1,129,718 RSUs vested and were released as common stock, of which 345,255 were exchanged for tax withholding and retired by the Company.
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 such 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. The LTIP was amended and restated in May 2025 to increase the number of shares available to be awarded by 580,500 shares to 4,540,500 shares. As of June 30, 2026, there were 561,611 shares available to be granted.
Restricted Stock Units
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.
The following is a summary of RSU activity during the six months ended June 30, 2026:
Shares of restricted stock unit awards
Weighted-Average Price on Date of Grant
Outstanding at January 1, 2026
1,400,787 
$
16.95 
Granted
111,000 
19.72 
Vested
(1,016,999)
15.45 
Forfeited
(38,680)
22.63 
Outstanding at March 31, 2026
456,108 
$
20.51 
Granted
156,245 
18.46 
Vested
(44,738)
21.32 
Forfeited
(4,000)
19.72 
Outstanding at June 30, 2026
563,615 
$
19.88 
During the six months ended June 30, 2026, the Company modified RSU awards totaling 18,052 RSUs, accelerating vesting such that 50% vests on June 30, 2026 and 50% vests on December 31, 2026, subject to continued employment. The modification date fair value was $19.43 per unit based on the closing stock price on March 26, 2026. The modification resulted in no incremental compensation cost.
During the three and six months ended June 30, 2026, the Company recognized $2.0 million and $3.6 million of equity-based compensation expense relating to these restricted stock units, respectively.
During the three and six months ended June 30, 2025, the Company recognized $2.0 million and $4.2 million of equity-based compensation expense relating to these restricted stock units, respectively.
As of June 30, 2026, there is $7.9 million of unrecognized equity-based compensation expense related to unvested restricted stock unit awards. The cost is expected to be recognized through May 2029, over a weighted-average period of 1.82 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
March 5, 2025
May 1, 2026
Forecast period (years)
2.85
2.82
2.67
Risk-free rates
4.4%
3.9%
3.8%
Expected equity volatility
55%
47%
42%
Stock price on grant date
$21.48
$23.88
$18.77
Grant date fair value
$22.02
$23.54
$11.88
The following is a summary of PSU activity during the six months ended June 30, 2026:
Shares of performance stock unit awards
(at target)
Weighted-Average Price on Date of Grant
Outstanding at January 1, 2026
193,210 
$
22.72 
Granted
— 
— 
Vested
— 
— 
Forfeited
(102,160)
22.69 
Outstanding at March 31, 2026
91,050 
$
22.75 
Granted
170,771 
11.88 
Vested
(27,083)
22.78 
Forfeited
— 
— 
Outstanding at June 30, 2026
234,738 
$
14.84 
During the six months ended June 30, 2026, the Company modified PSU awards previously granted to an executive under the February 23, 2024 and March 5, 2025 grants totaling 54,166 PSUs at target. The modification removed the TSR component, fixed the number of PSUs at target, and accelerated vesting (50% vests on June 30, 2026 and 50% vests on December 31, 2026) subject to continued employment. The fair value of the original awards immediately prior to modification was determined using a Monte Carlo simulation as of March 26, 2026, using risk-free rates of 3.73% and 3.87%, respectively, expected volatility of 33.7% and 34.2%, respectively, and a stock price of $19.43. Total incremental compensation cost resulting from the modification is $0.3 million, to be recognized through December 31, 2026.
During the three and six months ended June 30, 2026, the Company recognized $0.8 million and $(0.2) million of equity-based compensation expense relating to these PSUs, respectively.
During the three and six months ended June 30, 2025, the Company recognized $0.4 million and $0.6 million of equity-based compensation expense relating to these PSUs, respectively.
As of June 30, 2026, there is $2.5 million of unrecognized equity-based compensation expense related to unvested PSU awards. The cost is expected to be recognized through December 2028, over a weighted-average period of 2.13 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, 2026. The intrinsic option value of the options was $3.1 million at June 30, 2026 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 June 30, 2026 none 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, 2026, 320,072 and 321,073 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, 2026, 2,915 and 9,034 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
2026
2,065 
39,585 
41,650 
2027
837 
54,269 
55,106 
2028
838 
32,988 
33,826 
2029
114,244 
19,793 
134,037 
2030
2,791 
— 
2,791 
Thereafter
13,949 
— 
13,949 
Total
134,724 
146,635 
281,359 
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, the Company may repurchase shares of its 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.
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)
2026
2025
2026
2025
Numerator for earnings per common share:
Net income (loss) attributable to Vitesse Energy, Inc.
$
33,081 
$
24,659 
$
(9,199)
$
27,327 
Allocation of earnings to participating securities(1)
— 
(376)
— 
— 
Net income (loss) attributable to common shareholders
$
33,081 
$
24,283 
$
(9,199)
$
27,327 
Adjustment to allocation of earnings to participating securities related to diluted shares
— 
376 
— 
— 
Net income (loss) attributable to common shareholders for diluted EPS
$
33,081 
$
24,659 
$
(9,199)
$
27,327 
Denominator for earnings per common share:
Weighted average common shares outstanding
41,723,856
38,602,875
40,678,560
35,604,506
Weighted average Transitional Share RSUs outstanding with no future service required
317,623
502,087
385,836
502,092
Denominator for basic earnings per common share
42,041,479
39,104,962
41,064,396
36,106,598
LTIP RSUs
572,820
1,461,008
—
1,531,818
LTIP PSUs
12,549
92,929
—
82,710
Transitional Share options
225,804
270,282
—
283,825
Transitional Share RSUs with remaining performance/service obligation
—
38,814
—
38,814
Denominator for diluted earnings per common share
42,852,652
40,967,995
41,064,396
38,043,765
Net income (loss) per common share:
Basic
$
0.79 
$
0.62 
$
(0.22)
$
0.76 
Diluted
$
0.77 
$
0.60 
$
(0.22)
$
0.72 
Shares excluded from diluted earnings per share due to anti-dilutive effect:
LTIP RSUs
—
—
629,035
—
LTIP PSUs
—
—
10,018
—
Transitional Share options
—
—
239,783
—
Transitional Share RSUs with remaining performance/service obligation
—
—
—
—
(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. As of January 13, 2026, these RSUs are fully vested.