Equity

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Equity

Equity

Amended and Restated Limited Partnership Agreement

Prior to the IPO, EE Holdings was the limited partner of EELP, with a 99% ownership interest in EELP as of March 31, 2022. In connection with the IPO, EE Holdings amended and restated the limited partnership agreement of EELP (the “EELP Limited Partnership Agreement”) whereby all of the outstanding interests of EELP were recapitalized into Class B interests and EELP was authorized to issue Class A interests. Subject to certain limitations, (a) the EELP Limited Partnership Agreement permits Class B interests to be exchanged for shares of Class A Common Stock on a one-for-one basis or, at Excelerate’s election, for cash, and (b) Excelerate will hold Class A interests equivalent to the number of outstanding shares of its Class A Common Stock. Also in connection with the IPO, Excelerate became the general partner of EELP. In May 2023, the EELP Limited Partnership Agreement was amended to clarify certain non-material administrative items.

Excelerate Energy, LLC (“EELLC”) was the general partner of EELP prior to the IPO, with a 1% ownership interest in EELP as of March 31, 2022. In connection with the IPO, EELLC distributed to EE Holdings all of its interest in EELP. EE Holdings then contributed to EELP all of its interests in EELLC. As anticipated, EELLC was dissolved in October 2022.

Initial Public Offering

In connection with the IPO, in exchange for $441.6 million in gross proceeds before deducting underwriting discounts and commissions of $25.4 million and IPO-related expenses of $7.6 million, EELP issued 26,254,167 Class A interests to Excelerate, representing approximately 24.2% of the EELP interests and 82,021,389 Class B interests to EE Holdings, representing approximately 75.8% of the EELP interests. In connection with the closing of the IPO, the Company amended and restated its certificate of incorporation in its entirety to, among other things: (i) authorize 300 million shares of Class A Common Stock; (ii) 150 million shares of Class B Common Stock; and (iii) 25 million shares of “blank check” preferred stock, $0.001 par value per share.

Class A Common Stock

The 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 stockholders to receive the par value of the 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

Following the completion of the IPO, 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 following the completion of the IPO, EE Holdings had 77.5% and 75.7% of the combined voting power of the Company’s common stock as of December 31, 2024 and December 31, 2023, 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			Class A Ownership Percentage
Balance at January 1, 2023		26,254,167		—		26,254,167			82,021,389		108,275,556			24.2	%
Long-term incentive compensation units vested, net		29,860		20,624		9,236			—		9,236
Balance at December 31, 2023		26,284,027		20,624		26,263,403			82,021,389		108,284,792			24.3	%
Long-term incentive compensation units vested, net		138,825		69,647		69,178			—		69,178
Options exercised		9,279		—		9,279			—		9,279
Share repurchases		—		2,473,787		(2,473,787	)		—		(2,473,787	)
Balance at December 31, 2024		26,432,131		2,564,058		23,868,073			82,021,389		105,889,462			22.5	%

EELP Distribution Rights

The Company, as the general partner of EELP, 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 years ended December 31, 2024, 2023 and 2022, EELP declared and 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 Paid or To Be Paid		Total Dividends Declared		Dividend Declared per Share
		(In thousands)
2024
December 31, 2024	March 27, 2025	$	4,921	$	1,509	$	0.060
September 30, 2024	December 5, 2024		4,921		1,532		0.060
June 30, 2024	September 5, 2024		2,050		672		0.025
March 31, 2024	June 6, 2024		2,051		645		0.025
2023
December 31, 2023	March 28, 2024	$	2,051	$	673	$	0.025
September 30, 2023	December 13, 2023		2,050		669		0.025
June 30, 2023	September 7, 2023		2,051		666		0.025
March 31, 2023	June 8, 2023		2,051		669		0.025
2022
December 31, 2022	April 27, 2023	$	2,051	$	663	$	0.025
September 30, 2022	December 14, 2022		2,051		658		0.025
June 30, 2022	September 7, 2022		2,051		656		0.025

Under the terms of the EELP Limited Partnership Agreement, the Company is also required to make pro rata income tax distributions to the owner of Class B interests. During the years ended December 31, 2024 and 2023, Excelerate made $9.7 million and $6.0 million, respectively, in tax distributions.

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 and has received $6.7 million in cash contributions from the minority owner as of December 31, 2024. The Albania Power Project is fully consolidated in the Company’s financial statements.

Repurchase of Equity Securities

On February 22, 2024, the Company’s board of directors approved a share repurchase program to purchase up to $50 million of its Class A Common Stock (the “Share Repurchase Program”). The board of directors approved the Share Repurchase Program because it believed that it (i) would be a prudent use of the Company’s available cash, (ii) would enhance the long-term value of the Class A Common Stock, (iii) would demonstrate management’s and the board of directors’ confidence in the business and (iv) was advisable and in the best interests of the Company. The timing, manner, price and amount of any Class A Common Stock repurchases under the Share Repurchase Program were determined by management in its discretion and depended on a variety of factors, including legal requirements, price, and business, economic, and market conditions. The Share Repurchase Program was completed in December 2024 as the Company had repurchased the maximum approved amount of $50 million.

During the year ended December 31, 2024, the Company repurchased 2,473,787 shares of its outstanding Class A Common Stock at a weighted average price of $20.41 per share, for a total net cost, including commission fees and taxes, of approximately $50.0 million. 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. For more information, see Part II – Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities – Repurchase of Equity by Issuer.