vitesse-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission file number 001-41546

Vitesse Energy, Inc.

(Exact name of registrant as specified in its charter)


Delaware			88-3617511
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

5619 DTC Parkway, Suite 700 Greenwood Village, Colorado			80111
(Address of Principal Executive Offices)			(Zip Code)

(720) 361-2500

Registrant's telephone number, including area code

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	VTS	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	x

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The registrant had outstanding 38,613,632 shares of common stock as of July 31, 2025.

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TABLE OF CONTENTS


		Page
	Cautionary Statement Concerning Forward-Looking Statements	4
	Glossary and Presentation of Financial and Operating Data	6
PART I	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	10
	Condensed Consolidated Balance Sheets	10
	Condensed Consolidated Statements of Operations	11
	Condensed Consolidated Statements of Equity	12
	Condensed Consolidated Statements of Cash Flows	14
	Notes to the Condensed Consolidated Financial Statements	15

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	43

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	46
	Signatures	47

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

The information in this Form 10-Q contains statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” under the securities laws. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “expectations,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “will,” “should,” “see,” “guidance,” “outlook,” “confident” and other words of similar meaning in connection with a discussion of future operating or financial performance. Forward-looking statements may include, among other things, statements relating to future earnings, cash flow, results of operations, uses of cash, tax rates and other measures of financial performance or potential future plans, strategies or transactions of Vitesse, and other statements that are not historical facts. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to numerous assumptions, risks, and uncertainties that may cause actual future results to be materially different from those contemplated, projected, estimated, or budgeted. Such assumptions, risks, uncertainties and other factors include, but are not limited to, the following:

■the timing and extent of changes in oil and natural gas prices;

■our ability to successfully implement our business plan;

■the Lucero Acquisition (as defined herein) may not be accretive, and may be dilutive, to our earnings per share, which may negatively affect the market price of our common stock;

■the ultimate timing, outcome, and results of integrating and executing on Lucero’s operations;

■the pace of our operators’ drilling and completion activity on our properties, including in connection with refrac programs and extended length three-mile and four-mile lateral wells;

■our operators’ ability to complete projects on time and on budget;

■uncertainties about estimates of reserves, identification of drilling locations and the ability to add reserves in the future;

■our ability to complete acquisitions;

■actions taken by third-party operators, processors, transporters and gatherers;

■extreme weather events, natural disasters, fluctuating regional and global weather conditions or patterns, pandemic, war (such as conflict in the Middle East and the ongoing military conflict in Ukraine), financial or political instability, casualty losses and other matters beyond our control;

■changes in general economic conditions, including central bank policy actions, inflation and changes in US trade policy and the imposition of and changes in tariffs;

■our ability to achieve the benefits that we expect to achieve as an independent publicly traded company;

■the qualification of the Distribution and certain related transactions as tax-free under the Code;

■infrastructure constraints and related factors affecting our properties;

■competitive conditions in our industry;

■the effects of existing and future laws and governmental regulations;

■the availability and price of oil and natural gas to the consumer compared to the price of alternative and competing fuels;

■operating hazards and other risks incidental to gathering, storing and transporting oil and natural gas;

■restrictions in our Revolving Credit Facility;

■interest rates;

■the effects of ongoing or future litigation;

■cyber-related risks;

■changes in insurance markets impacting costs and the level and types of coverage available;

■financial, regulatory, and political risks associated with societal responses to climate change;

■energy efficiency and technology trends;

■changes in the availability and cost of capital;

■large customer defaults; and

■labor relations.

The above list of factors is not exhaustive. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussion under the section Part II, Item 1A Risk Factors in this Form 10-Q and Part I, Item 1A Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 12, 2025.

Reserve engineering is a process of estimating underground accumulations of hydrocarbons that cannot be measured in an exact way. The accuracy of any reserve estimates depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. Accordingly, reserve estimates may differ significantly from the quantities of oil, natural gas and NGLs that are ultimately recovered.

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Any forward-looking statements, express or implied, included in this Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Any forward-looking statement that we make in this Form 10-Q speaks only as of the date on which it was made. Except as otherwise required by applicable law, we expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.

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GLOSSARY

In this Form 10-Q, unless the context otherwise requires:

■“3B Energy” refers to 3B Energy, LLC, the holder of a minority of the equity interests in Vitesse Energy prior to the Pre-Spin-Off Transactions and an entity owned by Bob Gerrity, our Chief Executive Officer and Chairman of our Board, and Brian Cree, our President;

■“Amended and Restated Bylaws” refers to the bylaws of Vitesse effective as of January 13, 2023;

■“Amended and Restated Certificate of Incorporation” refers to the certificate of incorporation of Vitesse effective as of January 12, 2023;

■“Basin” refers to a large natural depression on the earth’s surface in which sediments generally brought by water accumulate;

■“Board” refers to our board of directors;

■“Bbl” refers to one stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to oil, condensate or NGLs;

■“Boe” refers to barrels of oil equivalent, calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Bbl of oil;

■“Boe/d” refers to one Boe per day;

■“Btu” refers to a British thermal unit, which is the quantity of heat required to raise the temperature of one pound of water by one degree Fahrenheit;

■“Code” refers to the United States Internal Revenue Code of 1986, as amended;

■“completion” refers to the process of preparing an oil and natural gas wellbore for production through the installation of permanent production equipment, as well as perforation and fracture stimulation to optimize production of oil, natural gas and/or NGLs;

■“condensate” refers to a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature;

■“differential” refers to an adjustment to the price of oil or natural gas from an established index price to reflect differences in the quality and/or location of oil or natural gas;

■“Distribution” refers to the transaction on January 13, 2023 in which Jefferies distributed to its shareholders outstanding shares of our common stock held by Jefferies;

■“dry hole” refers to a well found to be incapable of producing oil and natural gas in sufficient quantities to justify completion;

■“EIA” refers to the Energy Information Agency;

■“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

■“GAAP” refers to accounting principles generally accepted in the United States;

■“gross acres” refers to the total acres in which a working interest is owned;

■“gross wells” refers to the total wells in which a working interest is owned;

■“Jefferies” or “JFG” refers to Jefferies Financial Group Inc. and its consolidated subsidiaries other than, for all periods following the Spin-Off, Vitesse, unless the context requires otherwise;

■“LTIP” refers to the Company’s long term incentive plan;

■“Lucero” refers to Lucero Energy Corp., a corporation existing under the Alberta Business Corporations Act except subsequent to April 24, 2025 when it refers to Lucero Energy ULC and PetroShale (US), Inc.;

■“Lucero Acquisition” refers to the strategic business combination transaction that closed on March 7, 2025 whereby Vitesse acquired all of the issued and outstanding Lucero common shares pursuant to the Lucero Plan of Arrangement, with Lucero becoming a wholly owned subsidiary of Vitesse;

■“Lucero Arrangement Agreement” refers to that certain Lucero Arrangement Agreement, dated December 15, 2024, between Vitesse and Lucero, a copy of which is attached to the Current Report on Form 8-K filed with the SEC on December 19, 2024;

■“Lucero Plan of Arrangement” refers to that certain Plan of Arrangement substantially in the form attached as Exhibit B to the Lucero Arrangement Agreement, and any amendments or variations thereto made in accordance with the Lucero Arrangement Agreement and the Plan of Arrangement or upon the direction of the Alberta Court, in the Final Order;

■“MBbls” refers to one thousand barrels of oil or NGLs;

■“MBoe” refers to one thousand barrels of oil equivalent;

■“Mcf” refers to one thousand cubic feet of natural gas;

■“MMBoe” refers to one million barrels of oil equivalent;

■“MMBtu” refers to one million British thermal units;

■“MMcf” refers to one million cubic feet of natural gas;

■“net acres” refers to the sum of the fractional working interests owned in gross acres (e.g., a 10% working interest in a lease covering 1,280 gross acres is equivalent to 128 net acres);

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■“net wells” refers to wells that are deemed to exist when the sum of fractional ownership working interests in gross wells equals one;

■“NGLs” refer to natural gas liquids;

■“NYMEX” refers to the New York Mercantile Exchange;

■“OPEC” refers to the Organization of Petroleum Exporting Countries;

■“PDP” or “proved developed producing” refers to proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods;

■“PDNP” or “proved developed non-producing” refers to proved reserves that are developed behind pipe and are expected to be recovered from zones in existing wells that will require additional completion work or future recompletion prior to the start of production;

■“possible reserves” refers to the additional reserves which analysis of geoscience and engineering data suggest are less likely to be recoverable than probable reserves;

■“Pre-Spin-Off Transactions” refers to the series of transactions, including Vitesse’s acquisitions of Vitesse Energy and Vitesse Oil, consummated immediately prior to the Distribution;

■“probable reserves” refers to the additional reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered;

■“productive well” refers to a well that is found to be capable of producing oil and natural gas in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes;

■“proved developed reserves” refers to proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of new equipment or operating methods is relatively minor compared to the cost of a new well;

■“proved reserves” refers to the quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time;

■“PUD” or “proved undeveloped” refers to proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for development. Reserves on undrilled acreage are limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years from the date that such undrilled location was initially classified as proved undeveloped unless specific circumstances justify a longer time. Under no circumstances shall estimates of proved undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty;

■“PSU” refers to Performance Stock Units under the LTIP;

■“reserves” refers to estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project;

■“Revolving Credit Facility” refers to Vitesse’s Second Amended and Restated Credit Agreement, as amended from time to time, among Vitesse, as borrower, Wells Fargo Bank, N.A., as administrative agent, and the lenders party thereto, dated as of January 13, 2023;

■“RSU” refers to Restricted Stock Units under the LTIP;

■“SEC” refers to the Securities and Exchange Commission;

■“Securities Act” refers to Securities Act of 1933, as amended;

■“SOFR” refers to the Secured Overnight Financing Rate;

■“Spin-Off” refers to our separation on January 13, 2023 from Jefferies and the creation of an independent, publicly traded company, Vitesse, through (1) the Pre-Spin-Off Transactions and (2) the Distribution;

■“Stock Repurchase Program” refers to the stock repurchase program approved by the Board in February 2023 authorizing the repurchase of up to $60 million of the Company’s common stock;

■“Tax Matters Agreement” refers to the tax matters agreement entered into between Jefferies and the Company on January 13, 2023;

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■“Two-stream basis” refers to the reporting of production or reserve volumes of oil and wet natural gas, where the NGLs have not been removed from the natural gas stream, and the economic value of the NGLs is included in the wellhead natural gas price;

■“Vitesse,” “we,” “our,” “us” and the “Company” (1) when used in regard to events prior to the Spin-Off, refer to Vitesse Energy and do not give effect to the consummation of the Pre-Spin-Off Transactions, and (2) when used in regard to events subsequent to the Spin-Off or future tense, refer to Vitesse Energy, Inc. and its consolidated subsidiaries and give effect to the consummation of the Pre-Spin-Off Transactions, in each case unless the context requires otherwise;

■“Vitesse Energy” and the “Predecessor” refer to Vitesse Energy, LLC and its consolidated subsidiaries;

■“Vitesse Energy Finance” refers to Vitesse Energy Finance LLC, the holder of a majority of the equity interests in Vitesse Energy prior to the Pre-Spin-Off Transactions and an indirect wholly owned subsidiary of Jefferies;

■“Vitesse Oil” refers to Vitesse Oil, LLC;

■“WTI” refers to West Texas Intermediate.

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PRESENTATION OF FINANCIAL AND OPERATING DATA

Unless otherwise indicated all references to wells, working interest, royalty interest, or acreage are based on the published information available as of the date indicated, which may not be current.

INDUSTRY AND MARKET DATA

This Form 10-Q includes information concerning our industry and the markets in which we operate that is based on information from public filings, internal company sources, various third-party sources and management estimates. Management’s estimates regarding Vitesse’s position, share and industry size are derived from publicly available information and our internal research, and are based on assumptions we made upon reviewing such data and our knowledge of such industry and markets, which we believe to be reasonable. While we are not aware of any misstatements regarding any industry data presented in this Form 10-Q and believe such data to be accurate, we have not independently verified any data obtained from third-party sources and cannot assure you of the accuracy or completeness of such data. Such data may involve uncertainties and is subject to change based on various factors, including those discussed in the section entitled “Part II, Item 1A, Risk Factors.”

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PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

VITESSE ENERGY, INC.

Condensed Consolidated Balance Sheets (Unaudited)



	JUNE 30,		DECEMBER 31,
(in thousands, except shares)	2025		2024
Assets
Current Assets
Cash	$	1,962	$	2,967
Revenue receivable	46,948		39,788
Commodity derivatives	14,214		3,842
Prepaid expenses and other current assets	4,853		4,314
Total current assets	67,977		50,911
Oil and Gas Properties-Using the successful efforts method of accounting
Proved oil and gas properties	1,497,972		1,315,566
Less accumulated DD&A and impairment	(624,238)		(563,590)
Total oil and gas properties, net	873,734		751,976
Other Property and Equipment—Net	153		182
Commodity derivatives	2,252		284
Other noncurrent assets	7,388		7,540
Total assets	$	951,504	$	810,893
Liabilities and Equity
Current Liabilities
Accounts payable	$	24,437	$	34,316
Accrued liabilities	47,065		65,714
Commodity derivatives	—		299
Other current liabilities	268		—
Total current liabilities	71,770		100,329
Revolving credit facility	106,000		117,000
Deferred tax liability	81,123		72,001
Asset retirement obligations	13,185		9,652
Commodity derivatives	565		94
Other noncurrent liabilities	6,986		11,483
Total liabilities	$	279,629	$	310,559
Commitments and Contingencies (Note 9)
Equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized; 0 shares issued at June 30, 2025 and December 31, 2024, respectively	—		—
Common stock, $0.01 par value, 95,000,000 shares authorized; 40,617,302 and 32,650,889 shares issued at June 30, 2025 and December 31, 2024, respectively	406		326
Additional paid-in capital	649,267		505,133
Accumulated earnings (deficit)	22,202		(5,125)
Total equity	671,875		500,334
Total liabilities and equity	$	951,504	$	810,893

See notes to condensed consolidated financial statements

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VITESSE ENERGY, INC.

Condensed Consolidated Statements of Operations (Unaudited)



	FOR THE THREE MONTHS ENDED				FOR THE SIX MONTHS ENDED
	JUNE 30,				JUNE 30,
(In thousands, except share data)	2025		2024		2025		2024
Revenue
Oil	$	66,611	$	64,127	$	125,535	$	121,491
Natural gas	15,144		2,471		22,390		6,301
Total revenue	81,755		66,598		147,925		127,792
Operating Expenses
Lease operating expense	19,629		12,272		33,484		24,063
Production taxes	6,180		5,426		11,953		11,226
General and administrative	311		4,724		12,442		10,098
Depletion, depreciation, amortization, and accretion	34,576		25,315		61,139		48,860
Equity-based compensation	2,403		2,047		4,873		3,652
Total operating expenses	63,099

SEC Form 10-Q filed by Vitesse Energy Inc.