Gran Tierra Energy Inc. Announces Early Participation Deadline Results for the Previously Announced Exchange Offer of Certain Existing Notes for New Notes and the Solicitation of Consents to Proposed Amendments to the Existing Indenture

Rhea-AI Summary

Gran Tierra Energy (NYSE:GTE) reported that as of the Early Participation Deadline (Feb 11, 2026) holders validly tendered US$636,740,000 (≈88.89%) of its 9.500% notes due 2029 for exchange into new 9.750% notes due 2031.

The company set an Early Settlement Date of Feb 18, 2026, disclosed US$125.0 million total cash consideration (including a US$50 early premium per US$1,000), and amended the indenture to largely eliminate covenants and release collateral, effective upon settlement. Expiration is Feb 27, 2026; post-deadline settlement expected Mar 2, 2026.

Positive

• Tendered principal of US$636.74M (88.89%)
• Cash consideration pool of US$125.0M
• Early participation premium of $50 per $1,000
• Supplemental indenture executed to eliminate covenants upon settlement

Negative

• Exchange acceptance subject to Financing Condition and other conditions
• Release of collateral reduces secured protections upon consummation
• Minimum New Notes denomination ($200,000) may prevent some acceptances
• Company receives no cash proceeds from issuance of New Notes

News Market Reaction – GTE

-9.06%

16 alerts

-9.06% News Effect

-15.6% Trough in 9 hr

-$21M Valuation Impact

$210M Market Cap

0.8x Rel. Volume

On the day this news was published, GTE declined 9.06%, reflecting a notable negative market reaction. Argus tracked a trough of -15.6% from its starting point during tracking. Our momentum scanner triggered 16 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $21M from the company's valuation, bringing the market cap to $210M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Existing notes outstanding: US$716,340,000 Principal tendered: US$636,740,000 Participation rate: 88.89% +5 more

8 metrics

Existing notes outstanding US$716,340,000 9.500% Senior Secured Amortizing Notes due 2029 principal amount

Principal tendered US$636,740,000 Existing Notes validly tendered by Early Participation Deadline

Participation rate 88.89% Percentage of Existing Notes principal amount tendered

Cash Consideration US$125.0 million Aggregate cash component for early tendered Existing Notes

Early Participation Premium US$50 Per US$1,000 of Existing Notes tendered by Early Participation Deadline

Existing coupon 9.500% Coupon on Senior Secured Amortizing Notes due 2029

New coupon 9.750% Coupon on New Senior Secured Amortizing Notes due 2031

Minimum exchange condition 80% Required tender percentage of Existing Notes before Early Participation Deadline

Market Reality Check

Price: $6.75 Vol: Volume 1,001,132 is 1.58x...

high vol

$6.75 Last Close

Volume Volume 1,001,132 is 1.58x the 20-day average of 634,603, indicating elevated interest ahead of the exchange milestones. high

Technical Shares trade above the 200-day MA of 4.49 at a price of 5.96, and sit 7.45% below the 52-week high of 6.44.

Peers on Argus

GTE rose 3.29% while peers were mixed: EP -5.5%, AMPY +3.39%, EPSN +0.42%, KGEI ...

GTE rose 3.29% while peers were mixed: EP -5.5%, AMPY +3.39%, EPSN +0.42%, KGEI +1.87%, PROP +2.31%. With no peers in the momentum scanner and no same-day peer headlines, GTE’s move appears more company-specific to its debt exchange news than a broad Oil & Gas E&P rotation.

Historical Context

5 past events · Latest: Feb 05 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 05	Exchange offer amended	Positive	-7.5%	Improved terms on exchange offer and consent solicitation for 2029 notes.
Jan 29	Ops & financial update	Positive	+9.5%	Record 2025 production and strong preliminary revenue and EBITDA ranges.
Jan 29	Exchange offer launch	Positive	+9.5%	Launch of note exchange with early premium and cash plus new notes mix.
Jan 28	Reserves update	Positive	+0.7%	Seventh year of South American reserves growth and strong 2P metrics.
Dec 10	2026 guidance issued	Positive	+0.4%	2026 free cash flow, production, and capex guidance plus Ecuador integration.

Pattern Detected

Recent news has mostly seen positive price alignment, with only one divergence when exchange-offer terms were amended.

Recent Company History

Over the last several months, Gran Tierra has focused on a mix of operational growth and balance sheet management. On Dec 10, 2025, it issued 2026 guidance with strong free cash flow and EBITDA ranges. Late January 2026 brought reserves updates and preliminary 2025 financials, highlighting higher production and net debt around $657M. It then launched and amended an exchange offer for 9.500% notes, with prior announcements on Jan 29 and Feb 5. Today’s high early participation result and consent thresholds being met represent a continuation of that liability management strategy.

Market Pulse Summary

The stock moved -9.1% in the session following this news. A negative reaction despite solid early pa...

Analysis

The stock moved -9.1% in the session following this news. A negative reaction despite solid early participation of 88.89% could fit past instances where balance sheet actions were received cautiously, such as the February amendment that preceded a -7.48% move. The shift into 9.750% notes and changes to covenants and collateral might raise concerns for some holders. Price behavior may continue to reflect how investors weigh debt costs against recent operational and cash flow guidance.

Key Terms

senior secured amortizing notes, indenture, restrictive covenants, events of default, +4 more

8 terms

senior secured amortizing notes financial

"9.500% Senior Secured Amortizing Notes due 2029 (CUSIP..."

Debt securities that rank high in repayment priority, are backed by specific collateral, and repay principal gradually over the life of the loan rather than in one lump sum. Think of them like a company mortgage where lenders have a pledged asset to claim if things go wrong and also receive regular principal payments, which lowers risk and affects expected cash returns and recovery prospects for investors.

indenture regulatory

"proposed amendments to the indenture dated as of October 20, 2023..."

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

restrictive covenants financial

"elimination of substantially all of the restrictive covenants and associated events of default..."

Restrictive covenants are contract terms that limit what a company, its executives, or shareholders can do—like rules that prohibit selling stock, starting a rival business, or taking on certain debts. Think of them as house rules that protect one party’s interests by keeping risky or competitive actions off the table. For investors they matter because these limits affect a company’s flexibility, governance, potential future value and the ease of exiting an investment.

events of default financial

"elimination of substantially all of the restrictive covenants and associated events of default..."

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

collateral financial

"the release of the collateral securing the Existing Notes..."

Collateral is an asset a borrower pledges to a lender as security for a loan; if the borrower fails to repay, the lender can take the asset to recover losses. For investors, collateral matters because it reduces lender risk, influences interest rates and loan terms, and determines who gets paid first if a company faces financial trouble—think of it like a pawned item that gives the lender extra protection.

rule 144a regulatory

"to holders of Existing Notes who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A..."

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"outside the United States to holders of Existing Notes who are persons other than “U.S. persons” (as defined in Rule 902 under the Securities Act) in reliance upon Regulation S..."

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

qualified institutional buyers financial

"to holders of Existing Notes who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A..."

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

AI-generated analysis. Not financial advice.

CALGARY, Alberta, Feb. 12, 2026 (GLOBE NEWSWIRE) -- Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE)(TSX:GTE)(LSE:GTE) today announced the early participation results of its previously announced offer to Eligible Holders (as defined herein) to exchange (such offer, the “Exchange Offer”) any and all of the Company’s outstanding 9.500% Senior Secured Amortizing Notes due 2029 (CUSIP: 38500T AC5 / U37016 AC3; ISIN: US38500TAC53 / USU37016AC37) (the “Existing Notes”) for newly issued 9.750% Senior Secured Amortizing Notes due 2031 (the “New Notes”), pursuant to the terms and subject to the conditions set forth in the exchange offer memorandum and consent solicitation statement, dated January 29, 2026 in respect of the Exchange Offer and the Solicitation of Consents (as amended and supplemented by the Supplement to the Exchange Offer Memorandum, dated February 5, 2026, and as further amended or supplemented hereby, the “Exchange Offer Memorandum”). Any capitalized terms used in this press release without definition have the respective meanings assigned to such terms in the Exchange Offer Memorandum.

Existing Notes	CUSIP/ISIN Numbers	Principal Amount Outstanding	Principal Amount Tendered	Percentage of Principal Amount Outstanding
9.500% Senior Secured Amortizing Notes due 2029	Rule 144A: 38500T AC5 / US38500TAC53 Regulation S: U37016 AC3 / USU37016AC37	US$716,340,000	US$636,740,000	88.89%

As of 5:00 p.m., New York City time, on February 11, 2026 (the “Early Participation Deadline”), US$636,740,000 aggregate principal amount of Existing Notes outstanding, representing approximately 88.89% of the total aggregate principal amount of Existing Notes outstanding, had been validly tendered for exchange and not validly withdrawn, as confirmed by the Information Agent and Exchange Agent for the Exchange Offer.

Since the Company received consents from Eligible Holders of Existing Notes (the “Consents”) that, in the aggregate, represent not less than 66-2/3% in aggregate principal amount of Existing Notes outstanding (the “Required Holders”) from Eligible Holders of Existing Notes to effect certain proposed amendments (the “Proposed Amendments”) to the indenture dated as of October 20, 2023, under which the Existing Notes were issued (the “Existing Indenture”), satisfying the requirements under the Existing Indenture to adopt the Proposed Amendments, the Company has executed and delivered a supplemental indenture to the Existing Indenture, with respect to the Proposed Amendments, but such supplemental indenture will become operative only upon consummation of the Exchange Offer on the Early Settlement Date. The Proposed Amendments provide for, among other things, (i) the elimination of substantially all of the restrictive covenants and associated events of default and related provisions with respect to the Existing Notes, (ii) the release of the collateral securing the Existing Notes and (iii) the amendment of certain defined terms and covenants in the Existing Indenture.

The “Withdrawal Deadline” has not been extended and expired at 5:00 p.m., New York City time, on February 11, 2026. Accordingly, holders may no longer withdraw Existing Notes tendered in the Exchange Offer, except in certain limited circumstances as set forth in the Exchange Offer Memorandum.   Except as modified by the terms of this press release, all other terms and conditions of the Exchange Offer and the Solicitation of Consents, as previously announced and described in the Exchange Offer Memorandum, remain unchanged.

Eligible Holders who validly tendered Existing Notes and delivered Consents, and did not validly revoke such tenders and Consents, on or prior to the Early Participation Deadline, and whose Existing Notes are accepted for exchange by the Company will receive, on February 18, 2026 (the “Early Settlement Date”), for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline, US$1,000, a portion of which will be payable in cash and the remainder will be payable in principal amount of New Notes (the “Total Consideration”). The Total Consideration includes an early participation premium for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline equal to US$50 (the “Early Participation Premium”), payable on the Early Settlement Date.

The aggregate cash consideration payable as part of the Total Consideration (which includes the Early Participation Premium) to all Eligible Holders whose Existing Notes were validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline and whose Existing Notes are accepted for exchange is equal to US$125.0 million (the “Cash Consideration”). The pro rata portion of the US$125.0 million Cash Consideration as part of the Total Consideration for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline will be based on the aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline and accepted for exchange. Assuming all US$636,740,000 aggregate principal amount of the Existing Notes that were validly tendered for exchange, and not validly withdrawn, on or prior to the Early Participation Deadline are accepted for exchange, each Eligible Holder is expected to receive, for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn on or prior to the Early Participation Deadline), approximately US$196.31 in cash and approximately US$803.69 in aggregate principal amount of New Notes. Notwithstanding the foregoing, we will not accept any tender of Existing Notes that would result in the issuance of less than the minimum denomination of US$200,000 in principal amount of New Notes. As a result, the actual amount of Existing Notes accepted in the Exchange Offer and the portion of the Cash Consideration and amount of New Notes that Eligible Holders will receive in exchange for Existing Notes validly tendered (and not validly withdrawn) on or prior to the Early Participation Deadline may differ.

The Exchange Offer and the Solicitation of Consents will expire at 5:00 p.m., New York City time, on February 27, 2026 (the “Expiration Deadline”), unless extended or earlier terminated by the Company, in its sole discretion. The Company currently expects the settlement for the Existing Notes validly tendered after the Early Participation Deadline but before the Expiration Deadline to be on March 2, 2026 (the “Settlement Date”), which is the first business day after the Expiration Deadline.

The Company is hereby amending the Exchange Offer to increase the Exchange Consideration for Eligible Holders who validly tender Existing Notes and deliver Consents, and do not validly revoke such tenders and Consents, after the Early Participation Deadline and on or prior to the Expiration Deadline and whose Existing Notes are accepted for exchange, to receive, for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn), US$1,000 aggregate principal amount of New Notes (as amended, the “Exchange Consideration”). No Cash Consideration will be paid for any Existing Notes validly tendered, and Consents validly delivered, after the Early Participation Deadline and on or prior to the Expiration Deadline. Any tender of Existing Notes on or prior to the Early Participation Deadline that is not accepted for exchange because it would result in the issuance of less than the minimum denomination of US$200,000 in principal amount of New Notes, due to the payment of the Cash Consideration as a portion of the Total Consideration, will be able to tender such Existing Notes after the Early Participation Deadline, but on or prior to the Expiration Deadline, and be eligible to receive the Exchange Consideration of US$1,000 in principal amount of New Notes for each US$1,000 aggregate principal amount of Existing Notes validly tendered (and not validly withdrawn) on or prior to the Expiration Deadline.

The Company is hereby amending the definition of Accrued Interest to deduct accrued interest on the New Notes from the Early Settlement Date to, but not including, the Settlement Date. As a result, Eligible Holders whose Existing Notes are accepted for exchange will be paid (i) accrued and unpaid interest on such Existing Notes from, and including, the most recent date on which interest was paid on such Holder’s Existing Notes to, but not including, the Early Settlement Date or the Settlement Date, as applicable, less (ii) accrued and unpaid interest on the New Notes from the Early Settlement Date to, but not including, the Settlement Date for the Existing Notes which are accepted for exchange after the Early Participation Deadline but at or prior to the Expiration Deadline (collectively, the “Accrued Interest”), payable on the Early Settlement Date or the Settlement Date, as applicable. Accrued Interest will be paid in cash on the Early Settlement Date or the Settlement Date, as applicable. Interest will cease to accrue on the Early Settlement Date or the Settlement Date, as applicable, for all Existing Notes accepted for exchange in the Exchange Offer.

Our obligation to accept Existing Notes validly tendered, and not validly withdrawn, pursuant to the Exchange Offer and Consents validly delivered, and not validly revoked, pursuant to the Solicitation is subject to the satisfaction of certain conditions described in the Exchange Offer Memorandum, which include (i) the non-occurrence of an event or events or the likely non-occurrence of an event or events that would or might reasonably be expected to prohibit, restrict or delay the consummation of the Exchange Offer or materially impair the contemplated benefits to us of the Exchange Offer, (ii) the valid tender (and not valid withdrawal) of Existing Notes by Eligible Holders in the Exchange Offer that, in the aggregate, represent not less than 80% in aggregate principal amount of Existing Notes outstanding prior to the Early Participation Deadline (the “Minimum Exchange Condition”), (iii) the consummation of an incurrence of new indebtedness, on terms and subject to conditions satisfactory to us, that results in the receipt of net proceeds that are sufficient to pay the Cash Consideration (such condition the “Financing Condition”), and (iv) certain other customary conditions. The Company reserves the right to waive the conditions to the Exchange Offer at any time. However, because the aggregate principal amount of Existing Notes validly tendered pursuant to the Exchange Offer, and the Consents delivered in the Solicitation, and not validly withdrawn is greater than the Minimum Exchange Condition, and the Financing Condition is expected to be satisfied on or prior to the Early Settlement Date, the Company expects to accept for exchange all Existing Notes validly tendered and not validly withdrawn at or prior to the Early Participation Deadline, except that we will not accept any tender of Existing Notes that would result in the issuance of less than the minimum denomination of US$200,000 in principal amount of New Notes and subject to the satisfaction of the other conditions described in the Exchange Offer Memorandum.

The Company will not receive any cash proceeds from the issuance of the New Notes in the Exchange Offer and the Solicitation of Consents. Existing Notes tendered in connection with the Exchange Offer, and accepted for exchange, will be cancelled.

The Exchange Offer is being made, and the New Notes are being offered and issued, only (a) in the United States to holders of Existing Notes who are reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance upon the exemption from the registration requirements of the Securities Act, and (b) outside the United States to holders of Existing Notes who are persons other than “U.S. persons” (as defined in Rule 902 under the Securities Act) in reliance upon Regulation S under the Securities Act and who are non-U.S. qualified offerees and eligible purchasers in other jurisdictions as set forth in the Exchange Offer Memorandum. Holders who have returned a duly completed eligibility letter certifying that they are within one of the categories described in the immediately preceding sentences are authorized to receive and review the Exchange Offer Memorandum and to participate in the Exchange Offer and the Solicitation of Consents (such holders, “Eligible Holders”). Holders who desire to obtain copies of the Exchange Offer Memorandum, including copies of the supplement, and to obtain and complete an eligibility letter should either visit the website for this purpose at www.dfking.com/gte, or call D.F. King & Co., Inc., the Information Agent and Exchange Agent for the Exchange Offer and the Solicitation of Consents at +1 (888) 628-9011 (toll free), +1 (646) 582-9168 (banks and brokers), or email at gte@dfking.com.

This press release does not constitute an offer to buy or the solicitation of an offer to sell the Existing Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute an offer to sell or the solicitation of an offer to buy the New Notes, nor shall there be any sale of the New Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The New Notes will not be registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and applicable state securities laws.

The Exchange Offer is being made, and the New Notes are being offered and issued in Canada on a private placement basis to holders of Existing Notes who are “accredited investors” and “permitted clients,” each as defined under applicable Canadian provincial securities laws.

None of the Company, the dealer managers, the trustee, any agent or any affiliate of any of them makes any recommendation as to whether Eligible Holders should tender or refrain from tendering all or any portion of the principal amount of such Eligible Holder’s Existing Notes for New Notes in the Exchange Offer or Consent to any of the Proposed Amendments to the Existing Indenture in the Solicitation of Consents. Eligible Holders will need to make their own decision as to whether to tender Existing Notes in the Exchange Offer and participate in the Solicitation of Consents and, if so, the principal amount of Existing Notes to tender.

This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 or “forward-looking information” within the meaning of applicable Canadian securities laws. All statements other than statements of historical facts included in this press release, and those statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “would,” “could,” “should,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “guidance,” “budget,” “plan,” “objective,” “potential,” “seek,” or similar expressions or variations on these expressions are forward-looking statements. The Company can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct or that, even if correct, intervening circumstances will not occur to cause actual results to be different than expected. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements, including, but not limited to, the form and results of the Exchange Offer and the Solicitation of Consents; and those factors set out in the Exchange Offer Memorandum under “Risk Factors,” in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and in the Company’s other filings with the U.S. Securities and Exchange Commission (the “SEC”). Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. Eligible Investors should not rely upon forward-looking statements as predictions of future events. The information included herein is given as of the date of this press release and, except as otherwise required by the securities laws, the Company disclaims any obligation or undertaking to publicly release any updates or revisions to, or to withdraw, any forward-looking statement contained in this press release to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based.

ABOUT GRAN TIERRA ENERGY INC.

Gran Tierra Energy Inc., together with its subsidiaries, is an independent international energy company currently focused on oil and natural gas exploration and production in Canada, Colombia and Ecuador. The Company is currently developing its existing portfolio of assets in Canada, Colombia and Ecuador and will continue to pursue additional new growth opportunities that would further strengthen the Company’s portfolio. The Company’s common stock trades on the NYSE American, the Toronto Stock Exchange and the London Stock Exchange under the ticker symbol GTE. Except to the extent expressly stated otherwise, information on the Company’s website or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this press release. Investor inquiries may be directed to info@grantierra.com or (403) 265-3221.

Gran Tierra’s filings with the SEC are available on the SEC website at http://www.sec.gov. The Company’s Canadian securities regulatory filings are available on SEDAR+ at http://www.sedarplus.ca and UK regulatory filings are available on the National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Gran Tierra’s filings on the SEC, SEDAR and the NSM websites are not incorporated by reference into this press release.

Contact Information

For investor and media inquiries please contact:

Gary Guidry
President & Chief Executive Officer

Ryan Ellson
Executive Vice President & Chief Financial Officer

+1-403-265-3221

info@grantierra.com

SOURCE Gran Tierra Energy Inc.

FAQ

How many of Gran Tierra (GTE) 9.500% notes were tendered by Feb 11, 2026?

Approximately US$636,740,000 in principal were tendered, representing 88.89% of outstanding notes. According to the company, that amount met the early participation threshold and triggered execution of a supplemental indenture pending settlement.

What cash and new-note consideration will GTE holders receive for early tenders on Feb 18, 2026?

Eligible holders accepted at the Early Settlement Date are expected to receive about $196.31 cash$803.69$125.0 million, including a $50 premium.

What are the key dates for Gran Tierra's exchange offer (GTE) in February–March 2026?

Important dates: Early Participation Deadline: Feb 11, 2026, Early Settlement Date: Feb 18, 2026, Expiration Deadline: Feb 27, 2026, and expected post-deadline Settlement Date Mar 2, 2026. According to the company, these govern acceptance and settlement timing.

Will Gran Tierra receive cash proceeds from issuing the New Notes in the exchange offer (GTE)?

No. The company will not receive cash proceeds from the issuance of New Notes in the Exchange Offer. According to the company, the Cash Consideration is funded via new financing subject to a Financing Condition, not issuance proceeds.

What indenture changes did Gran Tierra (GTE) implement as part of the solicitation of consents?

The company executed a supplemental indenture that will, upon settlement, largely eliminate restrictive covenants and release collateral. According to the company, these Proposed Amendments become operative only when the Exchange Offer is consummated.