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Gran Tierra Energy Inc. 8-K Filings

GTE NYSE

Every 8-K that Gran Tierra Energy Inc. (GTE) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow GTE and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GTE filings page.

Rhea-AI Summary

Gran Tierra Energy Inc. filed an amended report to add as an exhibit the Share Sale and Purchase Agreement dated August 5, 2026 covering a planned sale transaction involving Gran Tierra Energy International Holdings GmbH and Établissements Maurel & Prom S.A. and Maurel & Prom Andina. The amendment states that, aside from filing this agreement as Exhibit 2.1, all other disclosures from the earlier report remain unchanged. The company explains that approval of the Sale Transaction will be submitted to stockholders through a forthcoming definitive proxy statement, which will describe the transaction and related matters. The filing includes cautionary language that many statements are forward-looking and notes that the report is not a proxy solicitation, an offer to buy or sell securities, or a notice of redemption of the company’s 7.750% Senior Notes due 2027.

Rhea-AI Summary

Gran Tierra Energy Inc. agreed to sell all of its Colombia and Ecuador oil and gas business to Établissements Maurel & Prom S.A. for total consideration of $1.33 billion, including cash, assumption of debt and a note payable 364 days later. The divested business contributes about 29,000 barrels of oil per day of first-half 2026 production and 144 million barrels of proved-plus-probable (2P) reserves.

After the Purchaser’s assumption of substantially all liabilities, customary adjustments, redemption of 7.750% 2027 notes and transaction costs, Gran Tierra expects net cash proceeds of about $315 million, with roughly $250 million at closing and a $65 million note, and to be debt-free with an undrawn $75 million (CAD) credit facility and estimated annual interest savings of about $80 million. Pro forma it anticipates 12,000–13,000 boepd, 2P reserves of about 86 MMBOE and PDP net asset value of $12.49 per share, an 83% premium to a 20-day VWAP of $6.825. The board unanimously approved the transaction, received a fairness opinion, and plans to return a portion of proceeds via a share repurchase while funding Canadian and Azerbaijan growth, with closing targeted around December 31, 2026, subject to stockholder, creditor and Colombian and Ecuadorian regulatory approvals.

Rhea-AI Summary

Gran Tierra Energy reported second-quarter 2026 net income of $25 million on oil, natural gas and NGL sales of $187 million. Average working-interest production was 41,501 boe/d, 9% below the prior quarter and 12% below a year earlier, but higher Brent prices and lower operating and transportation costs lifted operating netback to $34.73/boe and Adjusted EBITDA to $85 million, generating free cash flow of $6.0 million. Cash was $127 million, net debt $479 million and net debt to Adjusted EBITDA was 1.7x at June 30, 2026.

Strategic actions included completing the $123.0 million Suroriente capital carry, the sale of a 54% working interest in Lodgepole for C$12.8 million plus associated asset retirement obligations, and satisfying conditions to earn a 49% working interest in Colombia’s Tisquirama block. In Ecuador, approvals for three additional field development plans supported average production of 7,993 bopd. In Canada, the company highlighted Dawson Clearwater and Mount Head, with McDaniel estimating unrisked best-estimate contingent resources of 6.5 MMbbl at Dawson Clearwater and unrisked mean prospective resources of 72 MMBOE (risked mean 33 MMBOE) across its Clearwater and Mount Head plays.

Rhea-AI Summary

Gran Tierra Energy Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 8, 2026. Stockholders elected five directors—Gary S. Guidry, Robert B. Hodgins, Alison Redford, Ronald W. Royal, and Brooke Wade—to serve until the 2027 annual meeting.

Guidry received 12,614,259 votes for and 5,823,845 against, with 61,635 abstentions and 4,310,250 broker non-votes. Vote counts for the other directors were similar, indicating broad but not unanimous support.

Stockholders ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 17,093,544 votes for, 5,687,961 against, and 28,484 abstentions. They also approved, on an advisory basis, the compensation of Gran Tierra’s named executive officers, with 12,483,761 votes for, 5,918,465 against, 97,513 abstentions, and 4,310,250 broker non-votes.

Rhea-AI Summary

Gran Tierra Energy Inc. reported first quarter 2026 results and updated its 2026 outlook. Average working interest production was 45,497 boepd, about 2% lower than both the prior quarter and a year earlier, mainly due to Colombian waterflood timing and the sale of Canadian Simonette assets.

The company posted a net loss of $119 million, or $3.38 per share, driven largely by non-cash items including a $77 million unrealized hedging loss and $20 million of stock-based compensation. Gross profit rose to $36.7 million, while operating netback improved to $23.28 per boe and adjusted EBITDA reached $73.9 million.

Gran Tierra strengthened its balance sheet, ending March 31, 2026 with $125 million in cash, $606 million of gross debt and net debt of $481 million, and bought back $9.2 million of 2031 notes at a 12% discount. A bond exchange refinanced $629 million of 2029 notes into $504 million of 2031 notes plus $125 million cash.

The company completed the $49 million Simonette Montney disposition, signed a major exploration, development and production sharing agreement with SOCAR in Azerbaijan, and entered a strategic partnership with Ecopetrol for a 49% working interest in Colombia’s Tisquirama Block. The Audit Committee also concluded an independent investigation into an anonymous complaint, implementing process improvements it deemed satisfactory.

Revised 2026 guidance assumes Brent at $83.80 per barrel and targets production of 40,000–45,000 boepd, operating netback of $445–495 million, EBITDA of $345–395 million, capital expenditures of $130–170 million and free cash flow of $95–115 million, while expecting $70–72 million of hedging losses for the year.

Rhea-AI Summary

Gran Tierra Energy Inc. announced that it has signed a contract with Ecopetrol under which it expects, subject to regulatory approvals and other conditions precedent, to earn a 49 percent working interest in the Tisquirama block in Colombia’s Middle Magdalena Valley Basin, which includes the Tisquirama and San Roque fields.

The company views this as a strategic opportunity to eventually obtain operatorship of fields with significant original oil in place and low historical recovery, applying its waterflood expertise and modern drilling techniques. The proximity to Gran Tierra’s Acordionero field is expected to create operational synergies in water management, potential gas-to-power use and lower operating costs across a broader hub.

Rhea-AI Summary

Gran Tierra Energy Inc. reported significant board changes following disagreements over an internal investigation. On March 11, 2026, directors Evan Hazell, Sondra Scott and David Smith resigned, followed by director Brad Virbitsky on March 12, 2026. The board simultaneously reduced its size from nine to five members.

The directors stated their resignations were due to disagreement with the majority of the then five-member Audit Committee regarding how an independent investigation into an anonymous complaint was being handled. The complaint does not involve allegations of fraudulent activity or misstatements in the company’s financial statements. The Audit Committee plans to continue the investigation, has directed management to pursue further inquiry, and may use external legal counsel and other advisors under its oversight.

Rhea-AI Summary

Gran Tierra Energy Inc. completed a debt exchange in which it issued US$11,717,000 of additional 9.750% Senior Secured Amortizing Notes due 2031 in exchange for an equal principal amount of its 9.500% Senior Secured Amortizing Notes due 2029. This increased the total 2031 Notes outstanding to US$503,570,000. Overall, the exchange offer led holders to tender US$628,701,000 of Existing Notes, with approximately 90.52% of the original US$716,340,000 principal amount participating. After the transaction, US$87,639,000 of the 2029 Existing Notes remain outstanding.

Rhea-AI Summary

Gran Tierra Energy Inc. reported a 2025 net loss of $193.1 million or $5.45 per share, largely driven by non-cash ceiling test impairments of $136.3 million, even as operating performance strengthened. Average working interest production rose 32% from 2024 to 45,709 BOEPD, supported by a full year of Canadian output and successful exploration in Ecuador.

The company generated Adjusted EBITDA of $283.7 million, net cash provided by operating activities of $313.2 million (up 31%), and funds flow from operations of $177.8 million, while capital expenditures increased slightly to $256.3 million. At year-end, after-tax 2P net asset value was $31.17 per share, with 2P reserves of 258 MMBOE and reserve life indices of up to 19 years on a 3P basis. Gran Tierra also repurchased $21.3 million of 2029 senior notes at a discount and has cumulatively bought back about 7.5 million shares, roughly 21% of shares outstanding, since 2022.

Subsequent to year-end, the company completed a bond exchange with approximately 88% participation, extending maturities to 2031 and pairing it with an upsized prepayment facility of up to $350.0 million to enhance liquidity. Management is pivoting from portfolio build-out toward debt reduction, disciplined development and free cash flow generation, while continuing to grow reserves in South America and advancing new growth options, including an EDPSA in Azerbaijan.

Rhea-AI Summary

Gran Tierra Energy Inc. has refinanced a large portion of its debt by issuing US$487,590,000 of new 9.750% Senior Secured Amortizing Notes due 2031 and paying US$125,000,000 in cash in exchange for US$616,984,000 of its 9.500% Senior Secured Amortizing Notes due 2029.

The new notes are senior secured, guaranteed by certain subsidiaries, and secured by a first-lien interest in the capital stock of some subsidiary guarantors. They pay interest semi-annually starting October 15, 2026, amortize in 2029 and 2030, mature on April 15, 2031, and include restrictive covenants and a 101% change-of-control repurchase right.

Rhea-AI Summary

Gran Tierra Energy Inc. restructured its debt financing by terminating its existing Credit and Guaranty Agreement without incurring any material early termination penalties, extinguishing the related guarantees and security interests. This closes out the prior credit facility.

At the same time, indirect subsidiaries of the company entered into Colombian crude oil sale and purchase agreements with Trafigura entities and amended and restated an existing prepayment addendum. The amended prepayment structure allows additional advances of up to $175 million, plus an uncommitted accordion advance of up to $25 million, to be repaid through crude oil deliveries under the sales agreements.

The company plans to apply these advances to finance the cash portion of a proposed exchange offer for its 9.500% Senior Secured Amortizing Notes due 2029 and/or a cash tender offer and senior note repurchases, as well as related fees and expenses. The amended arrangement includes semi-annual financial covenants, requiring combined asset coverage of at least 150% and a debt service coverage ratio of at least 200%, and is supported by a parent guarantee and Colombian asset security.

Rhea-AI Summary

Gran Tierra Energy Inc. is advancing a private debt exchange, reporting strong early participation in its offer to swap 9.500% Senior Secured Amortizing Notes due 2029 for new 9.750% Senior Secured Amortizing Notes due 2031. By the early participation deadline, holders of US$636,740,000 in principal, or about 88.89% of the US$716,340,000 outstanding 2029 notes, had validly tendered and not withdrawn.

Because consents exceeded the 66-2/3% threshold, Gran Tierra has executed a supplemental indenture that, upon consummation of the exchange, will remove most restrictive covenants, release collateral and revise certain terms under the existing indenture. For notes tendered by the early deadline and accepted, each US$1,000 principal amount is expected to receive roughly US$196.31 in cash and US$803.69 in new notes, funded from a total Cash Consideration pool of US$125.0 million, assuming all early tenders are accepted.

The exchange and consent solicitation remain open until 5:00 p.m. New York City time on February 27, 2026. Holders tendering after the early deadline but on or before expiration will receive US$1,000 in principal amount of new notes per US$1,000 of existing notes and no cash consideration. Gran Tierra will not receive cash proceeds from issuing the new notes; existing notes accepted in the exchange will be cancelled, subject to conditions including a minimum 80% participation level and completion of financing sufficient to fund the cash consideration.

Rhea-AI Summary

Gran Tierra Energy Inc. furnished preliminary, unaudited 2025 operating and financial estimates via press release and plans to file full audited statements on or before March 3, 2026. These estimates are management’s good-faith views and may differ materially from final results.

The company also entered into a commitment letter for a new oil prepayment arrangement covering Colombian and Ecuadorian production, with advances expected to accrue interest at term SOFR plus 5.00% and be secured by substantial Colombian assets. Proceeds are expected to fund cash consideration in an upcoming debt exchange.

Gran Tierra launched a private exchange offer for its 9.500% Senior Notes due 2029, seeking to swap them into new 9.500% Senior Secured Notes due 2031, alongside a consent solicitation to remove most restrictive covenants and release existing collateral if thresholds of 66 2/3% consents and 80% tenders are met. Early tenders by February 10, 2026 receive higher consideration, with expected settlements around February 17, 2026 for early participants and February 27, 2026 for others.

Rhea-AI Summary

Gran Tierra Energy Inc. released an update on its oil and gas reserves and 2025 operating metrics. As of December 31, 2025, estimated proved reserves were 111,619 MBOE NAR, with probable reserves of 94,005 MBOE and possible reserves of 56,306 MBOE.

SEC-compliant proved reserves were 112 MMBOE, down 17% from 135 MMBOE in 2024, while probable and possible reserves fell 11% and 25% respectively. Despite lower reserves, working interest production before royalties averaged 45,752 BOEPD in 2025, a 32% increase from 34,710 BOEPD in 2024, and sales volumes rose 37% to 37,640 BOEPD.

The net present value at a 10% discount after tax (NPV10) of estimated proved reserves totaled $936,105 thousand, including $756,237 thousand from Colombia, $76,405 thousand from Ecuador, and $103,463 thousand from Canada. Average realized oil prices were $57.32 per bbl in Colombia, $63.05 in Ecuador, and $56.77 in Canada.

Rhea-AI Summary

Gran Tierra Energy Inc. (GTE) furnished an update on its latest performance. The company announced that it issued a press release with its financial and operating results for the quarter ended September 30, 2025. The press release is attached as Exhibit 99.1 and incorporated by reference.

The information under Item 2.02 and Exhibit 99.1 is being furnished and is not deemed “filed” under Section 18 of the Exchange Act. The report was signed by EVP and CFO Ryan Ellson on October 30, 2025.

Rhea-AI Summary

Gran Tierra Energy Inc. entered into crude oil sale and purchase agreements with Trafigura, including a prepayment structure providing an initial advance of up to $150 million and an additional advance of up to $50 million, to be settled through oil deliveries with a final maturity four years after the prepayment date. The company will guarantee the obligations.

Funds advanced may be used to repay borrowings under the existing Credit Agreement, finance repurchases of senior notes, or fund capital expenditures in Ecuador. Covenants require an asset coverage ratio of at least 150% and a debt service coverage ratio of at least 200%, tested semi‑annually. In a related amendment, the borrowing base was reduced to $60 million and outstanding loans must be prepaid to no more than $20 million upon the earlier of the first disbursement or January 23, 2026. As of October 29, 2025, the Credit Agreement balance was $34.5 million.

Rhea-AI Summary

Gran Tierra Energy Inc. filed a Form 8-K reporting a material corporate governance event. The filing references Item 5.02 (director/officer departures and elections) and Item 7.01 (Regulation FD disclosure) and attaches a press release dated September 30, 2025 announcing the appointment of a new director. The cover page indicates an Inline XBRL cover file is included. The filing is signed by Ryan Ellson, Executive Vice President and Chief Financial Officer, and dated October 3, 2025. The filing states the existence of the press release but provides no biographical details about the appointee or specifics about any departures or compensatory arrangements in the body of the text provided here.

Rhea-AI Summary

Gran Tierra Energy Inc. (NYSE American/TSX/LSE: GTE) has disclosed, via Form 8-K, the imminent resignation of long-standing director Peter Dey. Mr. Dey notified the Board on June 18, 2025 that he will step down for personal reasons, effective June 30, 2025. The filing states explicitly that his departure is unrelated to any disagreement with management or the Company’s operations, policies, or practices. The Board has begun a search process to identify a new independent director.

The 8-K contains no financial data, earnings figures, or strategic transaction details; therefore, the disclosure is limited to a single governance matter. From an investor standpoint, the key takeaway is that the transition appears orderly and voluntary, minimizing concerns about internal conflict or immediate strategic shifts. Nonetheless, investors may wish to monitor how promptly a qualified replacement is appointed and whether the Board’s overall mix of skills and independence is affected in the interim.