Vitesse Energy issues shares for asset acquisition

Vitesse Energy, Inc. issued 1,935,698 shares of common stock on April 8, 2026 to a third-party seller as consideration for certain non-operated oil and gas assets.

Rhea-AI Filing Summary

Vitesse Energy, Inc. issued 1,935,698 shares of common stock on April 8, 2026 to a third-party seller as consideration for certain non-operated oil and gas assets. The shares were issued without SEC registration under the Securities Act, relying on the Section 4(a)(2) exemption for private offerings.

On the same date, Vitesse entered into a registration rights agreement with the seller. The company agreed to file and maintain a shelf registration statement to allow the seller to resell these shares and granted piggyback registration rights in certain offerings. Vitesse will cover related registration costs, including up to $100,000 per underwritten offering for one special legal counsel for selling stockholders.

Insights

Equity capital markets analyst

Vitesse used stock for an asset deal and granted resale rights.

Vitesse Energy issued 1,935,698 common shares as payment for non-operated oil and gas assets, using equity instead of cash. The issuance relied on the private-offering exemption under Section 4(a)(2), so the shares were not initially registered for public resale.

The registration rights agreement commits Vitesse to file and maintain a shelf registration statement so the seller can resell these shares and participate in future underwritten offerings via piggyback rights. Vitesse will pay related registration expenses, including up to $100,000 of special counsel fees per underwritten deal, which modestly increases transaction costs but does not by itself change the broader investment thesis.

8-K Event Classification

3 items: 3.02, 8.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares issued as consideration: 1,935,698 shares Par value per share: $0.01 per share Counsel fee cap per offering: $100,000

3 metrics

Shares issued as consideration 1,935,698 shares Common stock issued April 8, 2026 for non-operated oil and gas assets

Par value per share $0.01 per share Par value of Vitesse Energy common stock issued to seller

Counsel fee cap per offering $100,000 Cap on special legal counsel fees per underwritten offering under registration rights agreement

Key Terms

unregistered sales of equity securities, Section 4(a)(2), registration rights agreement, shelf registration statement, +1 more

5 terms

unregistered sales of equity securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities On April 8, 2026, Vitesse Energy, Inc."

Section 4(a)(2) regulatory

"The issuance of the common stock was made in reliance on the exemption from registration requirements ... pursuant to Section 4(a)(2) thereof."

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

registration rights agreement financial

"the Company entered into a registration rights agreement with the Seller, whereby the Company, among other things, agreed to file ..."

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

shelf registration statement regulatory

"agreed to file with the Securities and Exchange Commission a shelf registration statement registering for resale the shares of common stock issued to the Seller"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

piggyback registration rights financial

"to use its commercially reasonable efforts to maintain an effective resale shelf registration statement and granted piggyback registration rights in certain circumstances."

A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Vitesse Energy (VTS) announce in this Form 8-K?

Vitesse Energy issued 1,935,698 common shares to a third-party seller as payment for non-operated oil and gas assets. It also entered a registration rights agreement to register these shares for resale under a future shelf registration statement and granted related piggyback rights.

How many Vitesse Energy shares were issued for the oil and gas assets?

Vitesse Energy issued 1,935,698 shares of common stock, par value $0.01 per share, to the seller. These shares served as consideration for certain non-operated oil and gas assets acquired on April 8, 2026, instead of paying cash for the transaction.

Were the new Vitesse Energy shares registered with the SEC?

The 1,935,698 Vitesse Energy common shares were issued without SEC registration, relying on the Section 4(a)(2) exemption for private offerings. A separate shelf registration statement will later be filed to register these shares for resale under the new registration rights agreement.

What is the purpose of the registration rights agreement in Vitesse Energy’s filing?

The registration rights agreement requires Vitesse Energy to file and maintain a shelf registration statement covering resale of the issued shares. It also grants piggyback registration rights, allowing the seller to join certain underwritten offerings, with the company paying related registration and counsel expenses.

What costs will Vitesse Energy cover under the registration rights agreement?

Vitesse Energy agreed to pay all fees and expenses related to filing the shelf registration statement. It will also cover the reasonable fees and disbursements of one special legal counsel for all selling stockholders, capped at $100,000 per underwritten offering, excluding specified expenses.

Who are the parties to Vitesse Energy’s registration rights agreement?

The registration rights agreement is among Vitesse Energy, Inc., Titan Exploration, LLC, and other parties listed in the agreement. A copy of this agreement is attached as Exhibit 4.1 and is incorporated by reference for full details of the parties and terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/10/2026 - 04:15 PM Learn about SEC filing dates

0001944558FALSE5619 DTC Parkway,Suite 700Greenwood Village,Colorado00019445582026-04-082026-04-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 8, 2026

________________________

Vitesse Energy, Inc.

(Exact name of registrant as specified in its charter)

________________________

Delaware

001-41546

88-3617511

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS. Employer Identification No.)

5619 DTC Parkway, Suite 700 Greenwood Village, Colorado						80111
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (720) 361-2500

________________________

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):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

VTS

New York Stock Exchange

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 3.02    Unregistered Sales of Equity Securities

On April 8, 2026, Vitesse Energy, Inc. (the “Company”) issued 1,935,698 shares of common stock, par value $0.01 per share, of the Company (the “common stock”), to a third party seller (“Seller”) in exchange for certain non-operated oil and gas assets (the “Acquisition”).

The issuance of the common stock was made in reliance on the exemption from registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof.

Item 8.01    Other Events

On April 8, 2026, the Company entered into a registration rights agreement with the Seller, whereby the Company, among other things, agreed to file with the Securities and Exchange Commission a shelf registration statement registering for resale the shares of common stock issued to the Seller as consideration in connection with the closing of the Acquisition and to use its commercially reasonable efforts to maintain an effective resale shelf registration statement and granted piggyback registration rights in certain circumstances. The Company agreed to pay all fees and expenses with respect to the filing of such shelf registration statement, and the reasonable fees and disbursements of one special legal counsel to represent all selling stockholders in an underwritten offering not to exceed $100,000 per underwritten offering, excluding certain expenses.

The foregoing description of the registration rights agreement is a summary only and is qualified in its entirety by reference to the agreement, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

(d)

Exhibit Number						Description
4.1						Registration Rights Agreement, dated as of April 8, 2026, by and among Vitesse Energy, Inc., Titan Exploration, LLC and the other parties thereto.
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: April 10, 2026			VITESSE ENERGY, INC.
			/s/ James P. Henderson
			James P. Henderson
			Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 141.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.9 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB