v3.26.1
Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Equity Equity

Class A Common Stock

The Class A Common Stock, $0.001 par value per share (“Class A Common Stock”), outstanding represents 100% of the rights of the holders of all classes of the Company’s outstanding common stock to share in distributions from Excelerate, except for the right of Class B common stockholders to receive the par value of the Class B Common Stock, $0.001 par value per share (“Class B Common Stock”), upon the Company’s liquidation, dissolution or winding up or an exchange of Class B interests of EELP.

Class B Common Stock

Excelerate Energy Holdings, LLC (“EE Holdings”), a company controlled directly and indirectly by Kaiser, holds all of the shares of Excelerate’s outstanding Class B Common Stock. The Class B Common Stock entitles the holder to one vote for each share of Class B Common Stock. Holders of shares of the Company’s Class B Common Stock vote together with holders of its Class A Common Stock as a single class on all matters on which stockholders are entitled to vote generally, except as otherwise provided in its amended and restated certificate of incorporation or required by law.

As the only Class B stockholder, EE Holdings had 72.3% and 71.9% of the combined voting power of the Company’s common stock as of June 30, 2026 and December 31, 2025, respectively. The EELP Limited Partnership Agreement entitles partners (and certain permitted transferees thereof) to exchange their Class B interests for shares of Class A Common Stock on a one-for-one basis or, at its election, for cash. When a Class B interest is exchanged for a share of Class A Common Stock, the corresponding share of Class B Common Stock will automatically be canceled. The EELP Limited Partnership Agreement permits the Class B limited partners to exercise their exchange rights subject to certain timing and other conditions. When a Class B interest is surrendered for exchange, it will not be available for reissuance.

The following table summarizes the changes in ownership:

 

Class A Common Stock

 

 

 

 

 

 

 

 

 

 

 

Issued

 

 

Less: Treasury Stock

 

 

Outstanding

 

 

Class B Common Stock

 

 

Total Outstanding

 

 

Class A Ownership Percentage

 

Balance at January 1, 2026

 

34,710,832

 

 

 

2,685,679

 

 

 

32,025,153

 

 

 

82,021,389

 

 

 

114,046,542

 

 

 

28.1

%

Long-term incentive compensation units vested, net

 

431,848

 

 

 

245,510

 

 

 

186,338

 

 

 

—

 

 

 

186,338

 

 

 

 

Repurchases of Class A Common Stock

 

—

 

 

 

147,699

 

 

 

(147,699

)

 

 

—

 

 

 

(147,699

)

 

 

 

Other

 

27,365

 

 

 

—

 

 

 

27,365

 

 

 

—

 

 

 

27,365

 

 

 

 

Balance at March 31, 2026

 

35,170,045

 

 

 

3,078,888

 

 

 

32,091,157

 

 

 

82,021,389

 

 

 

114,112,546

 

 

 

28.1

%

Long-term incentive compensation units vested, net

 

9,030

 

 

 

2,867

 

 

 

6,163

 

 

 

—

 

 

 

6,163

 

 

 

 

Repurchases of Class A Common Stock

 

—

 

 

 

693,177

 

 

 

(693,177

)

 

 

—

 

 

 

(693,177

)

 

 

 

Other

 

4,482

 

 

 

—

 

 

 

4,482

 

 

 

—

 

 

 

4,482

 

 

 

 

Balance at June 30, 2026

 

35,183,557

 

 

 

3,774,932

 

 

 

31,408,625

 

 

 

82,021,389

 

 

 

113,430,014

 

 

 

27.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2025

 

26,432,131

 

 

 

2,564,058

 

 

 

23,868,073

 

 

 

82,021,389

 

 

 

105,889,462

 

 

 

22.5

%

Long-term incentive compensation units vested, net

 

234,419

 

 

 

107,633

 

 

 

126,786

 

 

 

—

 

 

 

126,786

 

 

 

 

Other

 

1,955

 

 

 

—

 

 

 

1,955

 

 

 

—

 

 

 

1,955

 

 

 

 

Balance at March 31, 2025

 

26,668,505

 

 

 

2,671,691

 

 

 

23,996,814

 

 

 

82,021,389

 

 

 

106,018,203

 

 

 

22.6

%

Issuance of common stock

 

8,000,000

 

 

 

—

 

 

 

8,000,000

 

 

 

—

 

 

 

8,000,000

 

 

 

 

Long-term incentive compensation units vested, net

 

2,868

 

 

 

2,248

 

 

 

620

 

 

 

—

 

 

 

620

 

 

 

 

Other

 

3,714

 

 

 

91

 

 

 

3,623

 

 

 

—

 

 

 

3,623

 

 

 

 

Balance at June 30, 2025

 

34,675,087

 

 

 

2,674,030

 

 

 

32,001,057

 

 

 

82,021,389

 

 

 

114,022,446

 

 

 

28.1

%

EELP Distribution Rights

The Company has the right to determine when distributions will be made to holders of interests and the amount of any such distributions. If a distribution is authorized, such distribution will be made to the holders of Class A interests and Class B interests on a pro rata basis in accordance with the number of interests held by such holder.

Dividends and Distributions

During the six months ended June 30, 2026, EELP paid distributions to all interest holders, including Excelerate. Excelerate has used and will continue to use proceeds from such distributions to pay dividends to holders of Class A Common Stock. The following table details the distributions and dividends for the periods presented:

 

 

 

Class B Interests

 

 

Class A Common Stock

 

Dividend and Distribution for the Quarter Ended

Date Paid or To Be Paid

 

Distributions Declared

 

 

Total Dividends Declared

 

 

Dividend Declared per Share

 

 

 

 

(In thousands)

 

 

June 30, 2026

September 3, 2026

 

$

7,382

 

 

$

2,945

 

 

$

0.09

 

March 31, 2026

June 4, 2026

 

 

6,561

 

 

 

2,553

 

 

 

0.08

 

December 31, 2025

March 26, 2026

 

 

6,562

 

 

 

2,734

 

 

 

0.08

 

Albania Power Project

In April 2022, Excelerate established an entity to provide a temporary power solution in Albania (the “Albania Power Project”). Excelerate is a 90% owner of the Albania Power Project. The Albania Power Project is fully consolidated in the Company’s financial statements.

Repurchase of Equity Securities

In December 2025, the Company’s board of directors approved a share repurchase program to purchase up to $75.0 million of its Class A Common Stock (the “Share Repurchase Program”). The Share Repurchase Program does not obligate us to acquire any specific number of shares, has no expiration date, and may be suspended, extended, modified or discontinued at any time at the discretion of the board of directors. Under the Share Repurchase Program, repurchases can be made using a variety of methods, which may include open market purchases, block trades, privately negotiated transactions and/or a non-discretionary trading plan, all in compliance with the rules of the SEC and other applicable legal requirements. The timing, manner, price and amount of any Class A Common Stock repurchases under the Share Repurchase Program are determined by us in our discretion and depend on a variety of factors, including legal requirements, price, and business, economic, and market conditions.

During the three months ended June 30, 2026, the Company repurchased 693,177 shares of its outstanding Class A Common Stock at a weighted average price of $33.93 per share, for a total net cost, including commission fees and taxes, of approximately $23.8 million. During the six months ended June 30, 2026, the Company repurchased 840,876 shares of its outstanding Class A Common Stock at a weighted average price of $33.90 per share, for a total net cost, including commission fees and taxes, of approximately $28.8 million. As a result of the Share Repurchase Program, the Company’s expected payments under the TRA decreased by $1.2 million for the six months ended June 30, 2026. As indicated under the EELP Limited Partnership Agreement, for each Class A Common Stock repurchased by the Company, EELP, immediately prior to the repurchase, redeemed an equal number of Class A interests held by Excelerate, upon the same terms and at the same price as the shares of Excelerate’s Class A Common Stock were repurchased.

Equity Offering

In March 2025, Excelerate and EELP entered into an underwriting agreement (the “Underwriting Agreement”) relating to an underwritten public offering (the “Equity Offering”) of 6,956,522 shares (the “Shares”) of the Company’s Class A Common Stock. The offering price of the Shares to the public was $26.50 per share, and the underwriters agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $25.308 per share. Under the terms of the Underwriting Agreement, the Company granted the underwriters an option to purchase up to an additional 1,043,478 shares of Class A Common Stock at the same price per share as the Shares. The Equity Offering closed in April 2025. The underwriters’ option was fully exercised and subsequently closed in May 2025. The net proceeds from the Equity Offering to the Company from the sale of the Shares, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $201.8 million.