Granite Ridge (NYSE: GRNT) sheds controlled label as top owner cuts stake to 39%

Rhea-AI Filing Summary

Granite Ridge Resources, Inc. (GRNT) announced that affiliates of Grey Rock Investment Partners distributed 14,000,000 shares of Granite Ridge common stock in kind to their limited partners under an effective resale registration statement. After this distribution, Grey Rock and its affiliates beneficially own approximately 39% of Granite Ridge’s outstanding common stock, so Granite Ridge is no longer a “controlled company” under New York Stock Exchange listing standards.

The Board of Directors increased in size from seven to nine members and appointed Jonathan Adams and John Cocke as independent directors, making a majority of the Board independent. Each received a grant of 19,305 shares of common stock and 5,315 restricted shares that vest on January 2, 2027, under the 2022 Omnibus Incentive Plan. The company intends to use NYSE transition periods to fully align its compensation and nominating committees with independence requirements, while its Master Services Agreement and operated-partnership arrangements with Grey Rock remain unchanged.

Positive

• Grey Rock’s distribution of 14,000,000 shares reduces its stake to about 39%, ending Granite Ridge’s status as a NYSE-defined controlled company and broadening the shareholder base.
• The Board expanded from 7 to 9 members and now has a majority of independent directors, strengthening corporate governance under NYSE listing standards.

Negative

• None.

Filing Explained

The transaction changed ownership of existing shares, not Granite Ridge’s capitalization: the company issued no shares, its outstanding share count was unchanged, and it received no proceeds.

8-K Event Classification

4 items: 5.02, 7.01, 8.01, 9.01

4 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 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, and exhibit attachments filed with this report.

Key Figures

Shares distributed by Grey Rock affiliates: 14,000,000 shares Grey Rock post-distribution ownership: approximately 39% of outstanding common stock Board size after expansion: 9 directors +3 more

6 metrics

Shares distributed by Grey Rock affiliates 14,000,000 shares Common stock distributed in kind to limited partners on August 19, 2026

Grey Rock post-distribution ownership approximately 39% of outstanding common stock Beneficial ownership of Granite Ridge after the 14,000,000-share distribution

Board size after expansion 9 directors Board increased from seven to nine members with two new appointments

Equity grant to each new director 19,305 shares of common stock Granted under the 2022 Omnibus Incentive Plan effective August 19, 2026

Restricted stock grant to each new director 5,315 restricted shares Restricted common stock vesting in full on January 2, 2027

Controlled company status No longer a controlled company Status under NYSE listing standards after Grey Rock’s ownership falls to about 39%

Key Terms

controlled company, resale registration statement, Master Services Agreement, Operated Partnerships, +2 more

6 terms

controlled company regulatory

"no longer a “controlled company” under New York Stock Exchange listing standards"

A controlled company is a publicly traded firm where one shareholder or a small group holds enough voting power to determine board members and major strategic choices. For investors this matters because control can speed decision-making and protect long-term plans, but it also raises the risk that majority owners will favor their own interests over minority shareholders, reducing outside oversight—like a family-owned restaurant that sold shares but the family still calls the shots.

resale registration statement regulatory

"The shares were distributed in kind under Granite Ridge’s effective resale registration statement."

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Master Services Agreement financial

"The distribution does not change the Company’s Master Services Agreement with Grey Rock"

A master services agreement is a standing contract that sets the main terms, responsibilities, pricing framework and processes for future work between two parties, allowing individual projects or orders to be added later without renegotiating core terms. For investors, it signals predictability and reduced legal friction around revenue streams and costs—like a subscription plan for services that makes future income and obligations easier to forecast and value.

Operated Partnerships financial

"or the agreements governing the Company’s Operated Partnerships."

indemnity agreements regulatory

"the Company entered into indemnity agreements with each of Mr. Cocke and Mr. Adams"

phase-in periods regulatory

"expects to complete that transition within the phase-in periods provided by those standards."

FAQ

What major ownership change was announced for Granite Ridge Resources (GRNT)?

Affiliates of Grey Rock distributed 14,000,000 Granite Ridge shares in kind to their limited partners, leaving Grey Rock and affiliates with about 39% beneficial ownership. This change means Granite Ridge is no longer classified as a NYSE “controlled company.”

Is Granite Ridge Resources (GRNT) still a controlled company after the Grey Rock distribution?

No. After the distribution, Grey Rock and its affiliates beneficially own about 39% of outstanding common stock, so Granite Ridge is no longer a “controlled company” under NYSE listing standards and is transitioning to a non-controlled governance structure.

Did Granite Ridge Resources (GRNT) issue new shares or receive cash from the Grey Rock distribution?

No. The 14,000,000 shares were distributed in kind from Grey Rock funds under an effective resale registration statement. Granite Ridge did not issue any shares, its total shares outstanding were unchanged, and the company received no proceeds.

What changes were made to the Granite Ridge (GRNT) Board of Directors?

The Board expanded from seven to nine members and appointed Jonathan Adams and John Cocke as independent directors. Following these appointments, a majority of the Board is independent under NYSE rules, with committee compositions adjusted accordingly.

What equity awards did the new Granite Ridge (GRNT) directors receive?

Jonathan Adams and John Cocke each received 19,305 shares of common stock plus 5,315 restricted shares under the 2022 Omnibus Incentive Plan. The restricted shares vest in full on January 2, 2027, and they also qualify for standard non-employee director cash retainers.

How does the Grey Rock distribution affect Granite Ridge’s (GRNT) relationship with Grey Rock?

The distribution does not change Granite Ridge’s Master Services Agreement, opportunity-sharing arrangements, or agreements governing its Operated Partnerships with Grey Rock. Grey Rock remains Granite Ridge’s largest shareholder and continues its existing service and partnership arrangements.

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

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Understanding 8-K Material Events →

Available on EDGAR 08/19/2026 - 04:21 PM Accepted by SEC EDGAR 08/19/2026 - 04:20 PM Learn about SEC filing dates

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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): August 19, 2026

______________________________________________________________________

GRANITE RIDGE RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Texas			001-41537			88-2227812
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

5217 McKinney Avenue, Suite 400 Dallas, Texas						75205
(Address of principal executive offices)						(Zip Code)

(214) 396-2850

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

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:

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 Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.0001 per share			GRNT			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 o

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

On August 19, 2026, the board of directors (the “Board”) of Granite Ridge Resources, Inc. (the “Company”) approved an increase in the size of the Board from seven directors to nine directors and appointed John Cocke and Jonathan Adams to the Board, each effective as of August 19, 2026. Mr. Cocke was appointed as a Class II director to serve until the 2027 annual meeting of shareholders or until his earlier death, resignation or removal from office, and Mr. Adams was appointed as a Class III director to serve until the 2028 annual meeting of shareholders or until his earlier death, resignation or removal from office. The Board determined that each of Mr. Cocke and Mr. Adams is an “independent” director under the applicable rules of the New York Stock Exchange (“NYSE”). In connection with these appointments, the Board also modified the composition of its committees, effective as of August 19, 2026. As so modified, the Audit Committee consists of Amanda Coussens (Chair), Mr. Cocke and John McCartney; the Compensation Committee consists of Thaddeus Darden (Chair), Ms. Coussens, Michele Everard and Mr. McCartney; and the Nominating and Governance Committee consists of Griffin Perry (Chair), Mr. Adams, Ms. Coussens and Mr. McCartney.

Mr. Cocke, 45, is a Partner at Corbin Capital Partners and serves as Deputy Chief Investment Officer, Credit and Portfolio Manager of Corbin’s Credit Strategies. Mr. Cocke has served as Portfolio Manager for Corbin’s Credit Strategies and has helped develop Corbin’s credit platform, including opportunistic credit and private credit funds, and has invested across traded corporate, event-driven, structured credit, asset-backed and private credit strategies. Mr. Cocke is a member of Corbin’s Multi-Strategy Investment Committee, Credit Investment Committee and Valuation Committee. Prior to joining Corbin in 2006, Mr. Cocke was an analyst in the Global Telecommunications Group at UBS Investment Bank and previously served as an Investment Analyst at Bluestem Asset Management LLC. Mr. Cocke earned his M.S. in Accounting and B.S. in Commerce from the McIntire School of Commerce at the University of Virginia and is a Chartered Financial Analyst charterholder.

Mr. Adams, 43, is Chief Investment Officer of Mt. Vernon Investments, LP, a Dallas-based family office, where he has spent nearly two decades building his investment career. Since becoming Chief Investment Officer in 2025, Mr. Adams has led the firm’s investment platform, overseeing investment decisions, asset allocation, risk management and portfolio construction across public and private equity, venture capital, real estate and commodities. Prior to becoming Chief Investment Officer, Mr. Adams served as Investment Director, where he was responsible for deal sourcing and execution primarily within private equity, venture capital and commodities. Mr. Adams holds an MPA and BBA in Accounting from the University of Texas at Austin McCombs School of Business, is a Chartered Financial Analyst charterholder and is a licensed Certified Public Accountant in the State of Texas. Mr. Adams serves on several boards, including TTI Acquisition, LLC and Vitasora Health Ltd.

In connection with their appointments, the Board approved, effective as of August 19, 2026, (i) a grant of 19,305 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) to each of Mr. Cocke and Mr. Adams under the Company’s 2022 Omnibus Incentive Plan, as amended (the “Incentive Plan”) and (ii) a grant of 5,315 shares of restricted Common Stock to each under the Incentive Plan, which shares shall vest in full on January 2, 2027. Each of Mr. Cocke and Mr. Adams will also be eligible to receive the annual cash retainer and other compensation payable to the Company’s non-employee directors under the Company’s director compensation program, including the right to receive such annual cash retainer, payable quarterly in arrears, in the form of Common Stock.

Also in connection with their appointments, on August 19, 2026, the Company entered into indemnity agreements with each of Mr. Cocke and Mr. Adams substantially in the form of indemnity agreement for officers and outside directors filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on August 6, 2026.

Neither Mr. Cocke nor Mr. Adams has any family relationships with any current director or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party, or intended to be a party, in which either Mr. Cocke or Mr. Adams has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings with any other person pursuant to which either Mr. Cocke or Mr. Adams was appointed to the Board.

Item 7.01    Regulation FD Disclosure

On August 19, 2026, the Company issued a press release announcing the distribution of shares of Common Stock by affiliates of Grey Rock Investment Partners (“Grey Rock”) and the appointment of two independent directors to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

Item 8.01    Other Events

As a result of a distribution of shares of Common Stock by affiliates of Grey Rock to their respective limited partners on August 19, 2026, Grey Rock and its affiliates no longer hold a majority of the voting power of the Company’s outstanding Common Stock. Accordingly, the Company ceased to be a “controlled company” within the meaning of Section 303A of the NYSE Listed Company Manual as of such date. As a result of the appointments described above, the Board is composed of a majority of independent directors. The Company intends to avail itself of the transition periods available under Section 303A.00 of the NYSE Listed Company Manual to a company that ceases to qualify as a controlled company with respect to the independence requirements for its Compensation Committee and Nominating and Governance Committee.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description
99.1*						Press Release of Granite Ridge Resources, Inc., dated as of August 19, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith

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.

						GRANITE RIDGE RESOURCES, INC.
Date: August 19, 2026			By:			/s/ Tyler S. Farquharson
						Name:			Tyler S. Farquharson
						Title:			President and Chief Executive Officer

Exhibit 99.1

Granite Ridge Resources, Inc. Announces Grey Rock Distribution and Appointment of Two Independent Directors

Dallas, Texas, August 19, 2026 – Granite Ridge Resources, Inc. (“Granite Ridge” or the “Company”) (NYSE: GRNT) today announced that affiliates of Grey Rock Investment Partners (“Grey Rock”) have distributed 14,000,000 shares of Granite Ridge common stock to the limited partners of Grey Rock Energy Fund III-A, LP, Grey Rock Energy Fund III-B, LP, and Grey Rock Energy Fund III-B Holdings, LP.

Following the distribution, Grey Rock and its affiliates beneficially own approximately 39% of Granite Ridge’s outstanding common stock. As a result, Granite Ridge is no longer a “controlled company” under New York Stock Exchange listing standards. The Company has begun transitioning to a non-controlled governance structure and expects to complete that transition within the phase-in periods provided by those standards.

The shares were distributed in kind under Granite Ridge’s effective resale registration statement. The distribution was not an underwritten offering. Granite Ridge did not issue any shares, the number of shares outstanding was unchanged, and the Company received no proceeds.

Board of Directors

The Granite Ridge Board of Directors has expanded from seven to nine members and appointed Jonathan Adams and John Cocke, effective August 19, 2026. The Board has determined that each is independent, and that a majority of the Board is now independent.

Mr. Adams is Chief Investment Officer of Mt. Vernon Investments, LP, a Dallas-based family office, where he has spent nearly two decades building his investment career. Since becoming Chief Investment Officer in 2025, Mr. Adams has led the firm’s investment platform, overseeing investment decisions, asset allocation, risk management and portfolio construction across public and private equity, venture capital, real estate and commodities. Prior to becoming Chief Investment Officer, Mr. Adams served as Investment Director, where he was responsible for deal sourcing and execution primarily within private equity, venture capital and commodities. Mr. Adams holds an MPA and BBA in Accounting from the University of Texas at Austin McCombs School of Business, is a Chartered Financial Analyst charterholder and is a licensed Certified Public Accountant in the State of Texas. Mr. Adams serves on several boards, including TTI Acquisition, LLC and Vitasora Health Ltd.

Mr. Cocke is a Partner at Corbin Capital Partners and serves as Deputy Chief Investment Officer, Credit and Portfolio Manager of Corbin’s Credit Strategies. Mr. Cocke has served as Portfolio Manager for Corbin’s Credit Strategies and has helped develop Corbin’s credit platform, including opportunistic credit and private credit funds, and has invested across traded corporate, event-driven, structured credit, asset-backed and private credit strategies. Mr. Cocke is a member of Corbin’s Multi-Strategy Investment Committee, Credit Investment Committee and Valuation Committee. Prior to joining Corbin in 2006, Mr. Cocke was an analyst in the Global Telecommunications Group at UBS Investment Bank and previously served as an Investment Analyst at Bluestem Asset Management LLC. Mr. Cocke earned his M.S. in Accounting and B.S. in Commerce from the McIntire School of Commerce at the University of Virginia and is a Chartered Financial Analyst charterholder.

“We are excited to welcome Jonathan and John to the Board. Each brings a depth of experience in capital allocation and asset evaluation that will sharpen how Granite Ridge evaluates opportunities, and we are fortunate to have attracted directors of their caliber.

“This is a significant milestone for the Company. A majority-independent Board and a broader base of shareholders reflect how far Granite Ridge has come, and we are excited about what the next chapter holds. Our partnership with Grey Rock continues unchanged, including the Master Services Agreement and the agreements governing our Operated Partnerships. We are excited by the momentum achieved by our operated partnership platform, and the anticipated inflection to free cash flow in 2027.”

— Tyler Farquharson, President and Chief Executive Officer, Granite Ridge Resources, Inc.

“This is a rewarding moment for Grey Rock and for our limited partners. We believe delivering shares directly is the most effective way to return capital from these funds, and we are pleased that most of our limited partners have historically elected to remain long-term shareholders in Granite Ridge. We remain enthusiastic supporters of the company due to the

strength of its team, asset base, income yield, and low leverage. We look forward to making additional distributions in due course.

“Granite Ridge has grown into a company well positioned to stand on its own, and we welcome the appointments of Mr. Adams and Mr. Cocke and the transition to a non-controlled structure. Grey Rock remains Granite Ridge’s largest shareholder, and we are as confident in the Company’s direction as we have ever been.”

— Matt Miller, Managing Partner, Grey Rock Investment Partners

Relationship with Grey Rock

The distribution does not change the Company’s Master Services Agreement with Grey Rock, the opportunity-sharing arrangements under that agreement, or the agreements governing the Company’s Operated Partnerships. For information regarding Grey Rock’s ownership and intentions, investors should refer to Grey Rock’s filings under Section 13(d) of the Securities Exchange Act of 1934, as amended.

About Granite Ridge

Granite Ridge is a scaled energy company which aims to provide shareholders with exposure similar to energy private equity primarily through operated partnerships. We own assets in six prolific unconventional basins across the United States. We aim to deliver a diversified portfolio with best-in-class full cycle returns by investing in a large number of high-graded deals developed by proven public and private operators. We focus on success as measured by total shareholder returns, which we seek to balance with a low leverage profile. For more information, visit www.graniteridge.com.

About Grey Rock

Grey Rock Investment Partners is a Dallas-based private equity firm that invests across the energy value chain focusing on investments in natural resources, geothermal power, carbon capture and sequestration, industrial decarbonization, power optimization, and methane abatement on behalf of institutional investors. For more information, please visit www.grey-rock.com.

Forward-Looking Statements

This press release contains forward-looking statements subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking, including statements regarding the size, timing, pace and completion of any additional distributions by Grey Rock, Grey Rock’s future beneficial ownership of Granite Ridge common stock, the Company’s transition to a non-controlled governance structure and the timing of compliance with the related NYSE listing standards, the continuation of the Company’s arrangements with Grey Rock, and the Company’s strategy, plans and objectives. Words such as “expect,” “intend,” “plan,” “believe,” “anticipate,” “will,” “should” and similar expressions generally identify these statements.

Forward-looking statements involve risks and uncertainties, many of which are beyond Granite Ridge’s control, that could cause actual results to differ materially from those expressed or implied. The size, timing and completion of any additional distribution by Grey Rock are at Grey Rock’s discretion, and no assurance can be given that any additional distribution will occur as described or at all. Additional risks are described under “Item 1A. Risk Factors” in Granite Ridge’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (the “SEC”), as updated by any subsequent Quarterly Reports on Form 10-Q. Granite Ridge undertakes no duty to update or revise any forward-looking statement, except as required by the federal securities laws.

This press release is not an offer to sell or the solicitation of an offer to buy any securities.

Contacts

James Masters

Investor Relations

IR@graniteridge.com

Gabe Torres

Investor Relations

IR@grey-rock.com

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 15.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB