[8-K] Vitesse Energy, Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Vitesse Energy, Inc. announced a leadership transition in which founder Robert W. Gerrity resigned immediately as Chief Executive Officer, Chairman, and director, with the Board stating his departure was not due to any disagreement over operations, policies, or practices. He will receive a lump-sum cash payment of $2.4 million plus up to $30,000 in legal-fee reimbursement under a separation agreement that also imposes nine months of non‑compete and related covenants.
The Board elected Dan O’Leary as Chairman and appointed Jamie Benard as President, Chief Executive Officer, and director effective May 1, 2026, with a compensation package including a $600,000 base salary, an annual bonus targeted at 100% of salary, a $4.0 million equity grant, and a potential $270,000 cash sign‑on bonus plus relocation reimbursement. Existing President Brian J. Cree announced his retirement effective December 31, 2026 and will serve as Interim CEO until Mr. Benard joins, then move to a senior advisory role with continued salary, bonus, equity vesting, and non‑competition covenants through September 30, 2027.
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Insights
Founder CEO exits; structured succession and rich packages shape near-term governance.
The company is executing a planned leadership handoff: founder Robert Gerrity exits immediately, Dan O’Leary becomes Chairman, and industry veteran Jamie Benard takes over as President and CEO on May 1, 2026. Brian Cree bridges the gap as Interim CEO and then senior advisor.
Economically, the transition is supported by sizable cash and equity commitments. Gerrity receives a $2.4 million separation payment plus legal-fee reimbursement tied to nine months of restrictive covenants. Benard’s package combines $600,000 base pay, bonus potential up to 200% of target, and a $4.0 million initial equity grant with both performance-based and time-vested components.
Cree’s staged retirement includes continued salary, a $225,000 2026 bonus, and accelerated vesting of RSUs and PSUs totaling 72,218 shares, all conditioned on remaining through mid‑ and year‑end 2026 and observing non‑compete terms. These arrangements emphasize retention and continuity but also increase near‑term executive compensation and equity issuance obligations.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 26, 2026
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code: (720) 361-2500
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2, below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Resignation of Robert W. Gerrity as Chief Executive Officer and Chairman
On March 26, 2026, Robert W. Gerrity, Chairman and Chief Executive Officer of Vitesse Energy, Inc. (the “Company”), notified the Board of Directors of the Company (the “Board”) of his decision to resign as Chief Executive Officer of the Company and as Chairman and a member of the Board, effective immediately. Mr. Gerrity’s departure was not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.
The Board unanimously elected Daniel O’Leary as the next Chairman of the Board, effective upon Mr. Gerrity’s resignation.
In connection with his departure, the Company and Mr. Gerrity entered into a separation agreement and general release dated March 26, 2026 (the “Separation Agreement”), which sets forth the terms of Mr. Gerrity’s separation from employment with the Company. Pursuant to the Separation Agreement, Mr. Gerrity will be entitled to receive a lump sum cash payment equal to $2.4 million, plus reimbursement of legal fees of up to $30,000, in exchange for Mr. Gerrity’s agreement to non-competition, non-solicitation of customers and no hire and non-solicitation of employees covenants for the period beginning on the date of his resignation and continuing for nine months thereafter. Mr. Gerrity’s outstanding and unvested performance share units and restricted stock units (and any related dividend payments) will be forfeited as of March 26, 2026, and Mr. Gerrity will receive no additional compensation therefore.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Appointment of Jamie Benard as President and Chief Executive Officer and Director
On March 26, 2026, the Board appointed Jamie Benard to serve as President and Chief Executive Officer of the Company and as a member of the Board, effective May 1, 2026. Mr. Benard, 49, has served since 2023 as President of SOGC, LLC., a privately held upstream exploration and production company. Prior to joining SOGC, he was the principal and owner of Benargy LLC, an advisory firm providing executive management services to energy companies, from 2021 until 2023, and held positions of increasing responsibility at Summit Discovery Resources LLC, an upstream exploration and production company, most recently serving as President and Chief Operating Officer from 2019 to 2021. Mr. Benard’s experience in the energy industry and position with the Company provide him with the necessary experience, qualifications and skills to serve as a director of the Company.
There are no arrangements or understandings between Mr. Benard and any other persons pursuant to which he was appointed President and Chief Executive Officer and member of the Board. There are no family relationships between Mr. Benard and any director or executive officer of the Company, and Mr. Benard has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Benard’s appointment as President and Chief Executive Officer and as agreed to in the Offer Letter between the Company and Mr. Benard (the “Benard Offer Letter”), Mr. Benard’s base salary will be $600,000 and he will be eligible to earn an annual bonus with a target bonus equal to 100% of the base salary and a maximum bonus equal to 200% of target. Mr. Benard will also receive an equity grant on May 1, 2026 valued at $4.0 million, with $2.0 million representing his 2026 LTIP award and an additional $2.0 million representing an inducement to join the Company, which award will consist of (i) performance stock units valued at $2.4 million that will vest over a three year performance period and (ii) time-vested restricted stock units valued at $1.6 million that will vest in three equal annual installments following the grant date, subject to continued employment through such dates. Mr. Benard will also be eligible to receive a cash sign-on bonus in the amount of $270,000 and reimbursement, on an after-tax basis, for reasonable relocation expenses.
If Mr. Benard is terminated without cause, resigns for good reason, dies or is terminated due to disability (each a “Qualifying Termination”), the performance stock units and restricted stock units will vest (with performance stock units vesting based on the greater of target or actual performance through the date of termination) and be settled in connection with such termination, subject to (i) the execution and nonrevocation of a release of claims and (ii) compliance with restrictive covenants, including non-competition restrictions, for the period beginning on the Qualifying Termination and continuing for six months following the time at which the restricted stock units are settled, paid or delivered. Mr. Benard will also be eligible to participate in the Vitesse Energy, Inc. Employee Severance Plan, which was attached as Exhibit 10.8 to the Company’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on December 19,
2022 and is incorporated by reference herein; provided, however, that (i) the severance compensation payable upon the occurrence of a Qualifying Termination that occurs within two years following a change in control will equal two times the sum of his base salary and target annual cash bonus as in effect at the time of such Qualifying Termination, and (ii) the severance compensation payable upon the occurrence of a Qualifying Termination prior to or more than two years following a change in control will equal one times the sum of his base salary and target annual cash bonus as in effect at the time of such termination of employment. Mr. Benard will not receive additional compensation for service as a director of the Company.
The foregoing description of the Benard Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Benard Offer Letter, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing description of Mr. Benard’s restricted stock units award does not purport to be complete and is qualified in its entirety by reference to the form of restricted stock unit award agreement, which was attached as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and is incorporated by reference herein. The foregoing description of Mr. Benard’s performance stock unit award does not purport to be complete and is qualified in its entirety by reference to the form of performance stock unit grant notice, including performance stock unit agreement, which was attached as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and is incorporated by reference herein.
Retirement of Brian J. Cree as President; Appointment as Interim Chief Executive Officer
On March 26, 2026, Brian J. Cree, President of the Company, notified the Board of his decision to retire from the Company effective December 31, 2026.
Also on March 26, 2026, the Board appointed Mr. Cree to serve as Interim Chief Executive Officer of the Company. Mr. Cree will serve as President and Interim Chief Executive Officer until May 1, 2026, when Mr. Benard joins the Company, following which, Mr. Cree will relinquish his duties as an officer of the Company and transition to the role of Senior Advisor to the Company to support the leadership transition until his retirement on December 31, 2026. As agreed to in the Offer Letter between the Company and Mr. Cree (the “Cree Offer Letter”), Mr. Cree will receive his current base salary of $440,000 (prorated for the applicable period) through June 30, 2026. Beginning July 1, 2026, Mr. Cree’s salary will be reduced to a rate of $20,000 per month. Mr. Cree will receive accelerated vesting of one-half of his outstanding and unvested RSUs and PSUs (based on the target level of performance), representing 36,109 shares of Company common stock and related accrued, but unpaid dividends, subject to continued employment through June 30, 2026. Mr. Cree will receive (i) payment of an annual bonus for 2026 in the amount of $225,000 and (ii) accelerated vesting of his remaining outstanding and unvested RSUs and PSUs (based on the target level of performance), representing 36,109 shares of Company common stock and accrued, but unpaid dividends, subject to continued employment through December 31, 2026. Mr. Cree will also be subject to restrictive covenants, including non-competition restrictions, for the period ending on September 30, 2027. If Mr. Cree is terminated without cause, Mr. Cree’s right to any unpaid portion of any payments and benefits (including accelerated vesting of RSUs and PSUs) will accelerate to the date of such termination, subject to (i) the execution and nonrevocation of a release of claims and (ii) compliance with restrictive covenants, including non-competition restrictions, beginning on date of the Cree Offer Letter and ending September 30, 2027.
The foregoing description of the Cree Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Cree Offer Letter, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On March 26, 2026, the Company issued a press release announcing the Company’s leadership transition plan. The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibit Number | Description | |||||||
| 10.1 | Separation Agreement, dated as of March 26, 2026, between Vitesse Energy, Inc. and Robert W. Gerrity. | |||||||
| 10.2 | Offer Letter, dated as of March 26, 2026, between Vitesse Energy, Inc. and Jamie Benard. | |||||||
| 10.3 | Offer Letter, dated as of March 26, 2026, between Vitesse Energy, Inc. and Brian J. Cree. | |||||||
| 99.1 | Press Release issued March 26, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 26, 2026 | VITESSE ENERGY, INC. | ||||
| /s/ James P. Henderson | |||||
| James P. Henderson | |||||
| Chief Financial Officer | |||||
Exhibit 99.1
VITESSE ENERGY ANNOUNCES LEADERSHIP TRANSITION, WITH JAMIE BENARD TO JOIN AS PRESIDENT AND CHIEF EXECUTIVE OFFICER
GREENWOOD VILLAGE, Colo. – Vitesse Energy, Inc. (NYSE: VTS) (“Vitesse,” “we,” or the “Company”) today announced that its Board of Directors has appointed Jamie Benard as President and Chief Executive Officer, effective May 1, 2026. Mr. Benard’s appointment represents the culmination of a thorough succession planning process that will position the Company for continued long-term strategic execution and success.
“We are delighted to welcome Jamie Benard to the Vitesse team. Jamie brings proven leadership and a strong record of success. The Board believes this transition will accelerate our strategic priorities and drive long‑term value for stockholders,” said Dan O’Leary, Lead Independent Director, who will replace Mr. Gerrity as Chairman of the Board.
“I am honored to join Vitesse and build on the strong foundation the Company has established. Vitesse’s disciplined approach to capital allocation, commitment to stockholder returns, and deep bench of talent position the Company well for continued success. I look forward to partnering with the Board and the Vitesse team to execute the Company’s strategy and continue delivering sustainable value for our stockholders,” said Mr. Benard.
Mr. Benard has more than 20 years of experience in the energy industry and a strong record of operational leadership and commercial execution. Most recently, he served as President of SOGC, LLC, formerly Sinclair Oil & Gas Company, overseeing strategy, operations, and capital allocation, and leading commercial and operational execution across the company’s asset base. Previously, Mr. Benard served as President and Chief Operating Officer at Summit Discovery Resources LLC.
Bob Gerrity, the founder of Vitesse, has elected to resign as Chief Executive Officer and Chairman of the Board effectively immediately. Mr. Gerrity stated, “I am proud of the accomplishments of Vitesse over the past 13 years. I am confident in the Vitesse team and the Company's future and look forward to the next chapter in my career.”
“On behalf of the Board of Directors, I would like to thank Bob for his leadership as he spearheaded the growth and success of the Company over the last decade,” stated Mr. O’Leary.
The Company’s President, Brian Cree, also announced his pending retirement as an officer of the Company, but will assume Mr. Gerrity’s responsibilities as Interim Chief Executive Officer until May 1, 2026. Thereafter, Mr. Cree will remain with the Company in a senior advisory role through December 31, 2026. The Company’s current Chief Financial Officer, James Henderson, will remain in his role and will aid in the management transition.
“Brian has been with Vitesse since its inception and has played a key role in building the Company into what it is today. The Board looks forward to Brian’s leadership as Interim Chief Executive Officer and expects a seamless transition,” stated Mr. O’Leary.
ABOUT VITESSE ENERGY, INC.
Vitesse Energy, Inc. is focused on returning capital to stockholders through owning financial interests predominantly as a non-operator in oil and gas wells drilled by leading U.S. operators.
More information about Vitesse can be found at www.vitesse-vts.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements regarding future events that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this release regarding Vitesse’s leadership succession plan are forward-looking statements. When used in this release, forward-looking statements are generally accompanied by terms or phrases such as “believe,” “expect,” “anticipate,” “could,” “plan,” “intend,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes.
Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond Vitesse’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements. Additional information concerning potential factors that could affect future results is included in the section entitled “Item 1A. Risk Factors” and other sections of Vitesse’s Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as updated from time to time in amendments and subsequent reports filed with the SEC, which describe factors that could cause Vitesse’s actual results to differ from those set forth in the forward looking statements.
Vitesse has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond Vitesse’s control. Vitesse does not undertake any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws.
INVESTOR AND MEDIA CONTACT
Ben Messier, CFA
Director – Investor Relations and Business Development
(720) 532-8232
benmessier@vitesse-vts.com
Vitesse Energy, Inc. • 5619 DTC Parkway, Suite 700 • Greenwood Village, CO 80111