VAALCO ENERGY INC /DE/

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION​

WASHINGTON, D.C. 20549​

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SCHEDULE 14A​

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934​

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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VAALCO ENERGY, INC.​

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)​

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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A Letter from the Board of Directors

DEAR FELLOW SHAREHOLDERS:

We continued to deliver solid operational and financial results in 2025, while meeting or exceeding our quarterly guidance targets. Our entire organization is actively working to deliver sustainable growth and strong results to continue funding our capital programs, while also returning value to our shareholders through a top-quartile dividend. In 2025, we returned another $26.5 million in dividends. Since Q4 2021, we have returned over $115 million through dividends and share buybacks, as of December 31, 2025.

Over the past five years, we have achieved many milestones that reflect the hard work of our employees in transforming Vaalco into the diversified Company that it is today. We have successfully grown from a single asset company delivering around 5,000 BOPD to a diversified, multi-country operator that we believe we have shown is well on the way to achieving our goal of 50,000 BOEPD. As we look to the future, our focus remains fixed on maximizing value and generating strong operational cash flow to fund our numerous organic opportunities moving forward, all while continuing to return capital to our shareholders. We are in an enviable financial position, with a much stronger and diverse portfolio of producing assets with significant future upside potential.

In early 2026, we divested our Canadian assets, and we added to our Côte d’Ivoire position by being named operator with a 60% working interest (“WI”) in the Kossipo field on the CI-40 Block. We have rationalized our portfolio, adding high upside opportunities at good prices and we are poised to deliver meaningful organic growth in the future. In Gabon, we have an extensive drilling campaign underway at Etame that we expect to add reserves and production. The Floating Production, Storage, and Offloading vessel (“FPSO”) refurbishment project at the Baobab field in Côte d’Ivoire is nearly complete and we are working with the operator on the development drilling program that will begin later this year. Also, in Côte d’Ivoire, we are reprocessing and interpreting seismic in preparation for drilling up to two exploration wells on block CI-705, where we are the operator with 70% WI. At Kossipo, we are working on a field development plan using new ocean bottom node seismic data that is expected to help de-risk and enhance our evaluation and development plan. In Egypt, we completed a successful year-long drilling campaign in the fourth quarter of 2025 and in 2026 we have an ongoing production optimization workover and recompletion program underway. In Equatorial Guinea, we have completed our initial Front-End Engineering and Design study that confirmed the viability of the development concept and are currently evaluating alternative technical solutions which may deliver enhanced economic value to our discovery.

On behalf of Vaalco’s executive management and employee team, we want to thank all of our shareholders for your continued support. Your vote is very important to us, and we encourage you to review the enclosed proxy statement and to promptly vote to ensure that your shares are represented at the Annual Meeting.

Signed,

The Board of Directors

(1)

All WI production rates and volumes are Vaalco’s working interest volumes.

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Notice of Annual Meeting of Shareholders

TO THE SHAREHOLDERS OF VAALCO ENERGY, INC.:

The 2026 Annual Meeting of Shareholders of Vaalco Energy, Inc. (the “Company”) will be held at the Hilton Houston Westchase, 9999 Westheimer Road, Houston, Texas 77042 on Thursday, June 4, 2026, at 9:00 a.m. Central Time (the “Annual Meeting”). We intend to hold our annual meeting in person.

THE ANNUAL MEETING IS BEING HELD:

These proposals are described in the accompanying proxy materials. You will be able to vote at the Annual Meeting, or any adjournment, postponement or recess thereof, only if you were a shareholder of record at the close of business on April 10, 2026.

We are providing our shareholders access to our proxy materials over the internet. To do this, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) on or about April 24, 2026. The Notice contains instructions on how to access those documents over the internet, and how to request a paper copy of our proxy materials.

Shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Shareholders who receive future proxy materials by email will save us the cost of printing and mailing documents and will reduce the impact of meetings of shareholders on the environment. A shareholder’s election to receive proxy materials by email will remain in effect until the shareholder terminates that election.

By Order of the Board of Directors,

Chair of the Board

Houston, Texas

April 24, 2026

YOUR VOTE IS IMPORTANT!

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD ON JUNE 4, 2026, AT 9:00 A.M., CENTRAL TIME:

The Proxy Statement and our Annual Report for 2025 are available at www.proxyvote.com.

If you have any questions or need assistance voting your shares, please call Vaalco Investor Relations (Al Petrie Advisors) at (713) 543-3422.

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HOW TO VOTE IF YOU HOLD YOUR SHARES IN STREET NAME (E.G., YOU ARE THE BENEFICIAL OWNER OF SHARES HELD BY YOUR BROKER):

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Website: www.proxyvote.com

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By phone:1-800-454-8683; or

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If you elected to receive printed proxy materials, you may return the voting instruction form in the enclosed postage-paid envelope.

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HOW TO VOTE IF YOU ARE A RECORD OWNER:

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Website: www.proxyvote.com;

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By phone:1-800-690-6903; or

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If you elected to receive printed proxy materials by mail, mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

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