Skip to main content

GRAN TIERRA ENERGY INC.

For the period ended Sep 30, 2025. Filed Oct 31, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Oct 31, 2025

GTE$9.42+0.3%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Item 1. Financial Statements

Condensed Consolidated Statements of Operations (Unaudited)

(Thousands of U.S. Dollars, Except for Share and Per Share Amounts)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
OIL, NATURAL GAS AND NGL SALES (Note 9)$149,254$151,373$466,784$474,559
EXPENSES
Operating68,37946,060191,588141,561
Transportation4,2973,91113,34214,185
Export tax2,630—2,630—
Depletion, depreciation and accretion (Note 6)64,98155,573205,818167,213
General and administrative13,5966,34640,22837,616
Transaction costs—1,459—1,459
Foreign exchange loss (gain)284(3,084)7,838(8,312)
Derivative instruments loss (gain) (Note 12)2,066—(10,499)—
Interest expense (Note 7)25,44719,89273,04856,714
181,680130,157523,993410,436
INTEREST INCOME1976848732,393
OTHER INCOME1,003—1,290—
(LOSS) INCOME BEFORE INCOME TAXES(31,226)21,900(55,046)66,516
INCOME TAX EXPENSE (RECOVERY)
Current (Note 10)4,02215,21714,48261,422
Deferred (Note 10)(15,298)5,550(17,557)(32,332)
(11,276)20,767(3,075)29,090
NET (LOSS) INCOME$(19,950)$1,133$(51,971)$37,426
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustment(4,108)—5,666—
NET AND COMPREHENSIVE (LOSS) INCOME$(24,058)$1,133$(46,305)$37,426
NET (LOSS) INCOME PER SHARE
- BASIC and DILUTED$(0.57)$0.04$(1.47)$1.20
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC and DILUTED (Note 8)35,291,09930,732,80735,465,93831,273,861

Condensed Consolidated Balance Sheets (Unaudited)

(Thousands of U.S. Dollars, Except for Share Amounts)

As at September 30, 2025As at December 31, 2024
ASSETS
Current Assets
Cash and cash equivalents (Note 13)$49,089$103,379
Accounts receivable32,91935,480
Inventory37,54243,116
Taxes receivable (Note 5)31,16218,095
Other current assets (Note 12 and 13)15,93911,201
Total Current Assets166,651211,271
Oil and Gas Properties
Proved1,284,8591,260,578
Unproved124,471119,520
Total Oil and Gas Properties1,409,3301,380,098
Other capital assets31,10743,033
Total Property, Plant and Equipment (Note 6)1,440,4371,423,131
Other Long-Term Assets
Deferred tax assets37,57411,718
Taxes receivable long-term (Note 5)1,8411,629
Other long-term assets (Note 12 and 13)9,3067,038
Total Other Long-Term Assets48,72120,385
Total Assets$1,655,809$1,654,787
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities$293,576$273,103
Current portion of long-term debt (Note 7 and 12)—24,807
Taxes payable (Note 5)9,12713,970
Equity compensation award liability (Note 8)6,65610,568
Total Current Liabilities309,359322,448
Long-Term Liabilities
Long-term debt (Note 7 and 12)761,829722,123
Deferred tax liabilities83,18064,114
Asset retirement obligation113,501105,936
Equity compensation award liability (Note 8)11,49917,456
Other long-term liabilities10,4849,142
Total Long-Term Liabilities980,493918,771
Contingencies (Note 11)
Shareholders' Equity
Common Stock (35,295,753 and 36,460,141 issued shares and 35,295,753 and 35,972,193 outstanding shares of Common Stock as at September 30, 2025 and December 31, 2024, respectively, par value $0.001 per share), (Note 8)9,9399,940
Additional paid-in capital1,268,8731,273,343
Treasury Stock (Note 8)—(3,165)
Accumulated other comprehensive loss(1,070)(6,736)
Deficit(911,785)(859,814)
Total Shareholders’ Equity365,957413,568
Total Liabilities and Shareholders’ Equity$1,655,809$1,654,787

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Thousands of U.S. Dollars)

Nine Months Ended September 30,
20252024
Operating Activities
Net (loss) income$(51,971)$37,426
Adjustments to reconcile net loss to net cash provided by operating activities:
Depletion, depreciation and accretion (Note 6)205,818167,213
Deferred tax recovery (Note 10)(17,557)(32,332)
Stock-based compensation expense (Note 8)1726,376
Amortization of debt issuance costs (Note 7)12,1849,175
Unrealized foreign exchange loss (gain)2,936(7,670)
Unrealized derivative instruments gain(964)—
Cash settlement of asset retirement obligation(4,746)(262)
Non-cash lease expenses4,6484,164
Lease payments(4,686)(3,540)
Other loss355—
Net change in assets and liabilities from operating activities (Note 13)9,86732,164
Net cash provided by operating activities156,056212,714
Investing Activities
Additions to property, plant and equipment (Note 6 and 13)(218,155)(163,823)
Proceeds from disposition of property, plant and equipment (Note 6)7,500—
Net cash used in investing activities(210,655)(163,823)
Financing Activities
Proceeds from issuance of Senior Notes, net of issuance costs (Note 7)—222,528
Proceeds from long-term debt, net of issuance costs (Note 7)48,921—
Repayment of long-term debt (Note 7)(7,743)—
Repayment of Senior Notes (Note 7)(24,828)(36,364)
Purchase of Senior Notes (Note 7)(1,712)—
Re-purchase of shares of Common Stock (Note 8)(3,466)(12,144)
Proceeds from exercise of stock options40367
Lease payments(8,473)(9,422)
Net cash provided by financing activities2,739164,965
Foreign exchange (loss) gain on cash, cash equivalents and restricted cash and cash equivalents(1,299)986
Net (decrease) increase in cash, cash equivalents and restricted cash and cash equivalents(53,159)214,842
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period (Note 13)111,33771,038
Cash and cash equivalents and restricted cash and cash equivalents, end of period (Note 13)$58,178$285,880
Supplemental cash flow disclosures (Note 13)

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited)

(Thousands of U.S. Dollars)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Share Capital
Balance, beginning of period$9,939$9,935$9,940$9,936
Cancellation of shares of Common Stock (Note 8)—(1)(1)(2)
Balance, end of period$9,939$9,934$9,939$9,934
Additional Paid-in Capital
Balance, beginning of period$1,268,654$1,237,844$1,273,343$1,249,651
Exercise of stock options18—40367
Stock-based compensation (Note 8)2012,3122,1192,883
Modification of stock options (Note 8)———(4,057)
Cancellation of shares of Common Stock (Note 8)—(3,617)(6,629)(12,305)
Balance, end of period$1,268,873$1,236,539$1,268,873$1,236,539
Treasury Stock
Balance, beginning of period$—$(141)$(3,165)$(163)
Re-purchase of shares of Common Stock (Note 8)—(3,477)(3,465)(12,144)
Cancellation of shares of Common Stock (Note 8)—3,6186,63012,307
Balance, end of period$—$—$—$—
Accumulated and other comprehensive income (loss)
Balance, beginning of period$3,038$—$(6,736)$—
Other comprehensive (loss) income(4,108)—5,666—
Balance, end of period$(1,070)$—$(1,070)$—
Deficit
Balance, beginning of period$(891,835)$(826,737)$(859,814)$(863,030)
Net (loss) income(19,950)1,133(51,971)37,426
Balance, end of period$(911,785)$(825,604)$(911,785)$(825,604)
Total Shareholders’ Equity$365,957$420,869$365,957$420,869

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Expressed in U.S. Dollars, unless otherwise indicated)

  1. Description of Business

Gran Tierra Energy Inc., a Delaware corporation (the “Company” or “Gran Tierra”), is a publicly traded company focused on oil and natural gas exploration and production with assets currently in Colombia, Ecuador and Canada.

  1. Significant Accounting Policies

These interim unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The information furnished herein reflects all normal recurring adjustments that are, in the opinion of management, necessary for the fair presentation of results for the interim periods.

The note disclosure requirements of annual audited consolidated financial statements provide additional disclosures required for interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements as at and for the year ended December 31, 2024, included in the Company’s 2024 Annual Report on Form 10-K.

The Company’s significant accounting policies are described in Note 2 of the consolidated financial statements, which are included in the Company’s 2024 Annual Report on Form 10-K and are the same policies followed in these interim unaudited condensed consolidated financial statements. The Company has evaluated all subsequent events to the date these interim unaudited condensed consolidated financial statements were issued.

Recently Issued Accounting Pronouncements

In November 2024 and January 2025, FASB issued ASU 2024-03 and ASU 2025-01, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures”. The amendments in ASU 2024-03 require disclosure, in the notes to financial statements, of specified information about certain costs and expenses recognized as part of oil-and natural gas-producing activities included in each relevant expense caption on the face of statement of operations. In addition, this ASU requires the presentation of specific expense captions of comprehensive income on the face of the statements of operations. ASU 2025-01 clarifies the effective date of ASU 2024-03 to be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual periods beginning after December 15, 2027. The Company is currently assessing the impact of that update will have on its financial statements.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses: Amendments to the Measurement of Credit Losses on Certain Financial Assets”. This ASU provides a practical expedient for estimating expected credit losses on certain short-term receivables and contract assets arising from revenue transactions within the scope of ASC 606. Under the practical expedient, all entities may elect to assume that current conditions as of the balance sheet date would not change for the remaining life of the asset when developing reasonable and supportable forecasts. The ASU will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2025, early adoption is permitted for both interim and annual reporting periods. The Company is currently assessing the impact of that update will have on its financial statements.

Recently Adopted Accounting Pronouncements

In December 2023, FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures”. ASU 2023-09 enhances the income tax disclosures to enable investors to better understand an entity’s exposure to potential changes in jurisdictional tax legislation and associated risks and opportunities, income tax information that effects cash flow forecasts and potential opportunities to increase future cash flows. This ASU is effective for annual reporting periods beginning after December 15, 2024 and should be applied prospectively, with retrospective application permitted. The Company adopted ASU 2023-09 effective January 1, 2025. The implementation of this update does not impact quarterly income tax disclosures and is not expected to have material impact on annual income tax disclosures.

  1. Business Combination

On October 31, 2024, the Company acquired all of the issued and outstanding common shares of i3 Energy Plc (“i3 Energy”), subsequently renamed as Gran Tierra UK Limited (“Gran Tierra UK”) for $204.5 million, consisting of cash consideration of $161.8 million, cash dividend of $4.0 million, cash settlement of stock options of $2.0 million and 5,808,925 shares of the Company’s Common Stock, the fair value of which was determined to be $36.7 million based on the closing price of the

Company’s shares on the acquisition date. The acquisition was accounted for as a business combination using the acquisition method with Gran Tierra being the acquirer, whereby the assets acquired and liabilities assumed were recognized at their fair values as at the i3 Energy acquisition date, and the results of i3 Energy were included with those of Gran Tierra from that date. Fair value estimates were made based on significant unobservable (Level 3) inputs and based on the best information available at the time.

Determining the fair values of the assets and liabilities of i3 Energy and the consideration paid required significant judgment and certain assumptions to be made. The most significant fair value estimates related to the valuation of i3 Energy's proved and unproved oil and natural gas properties. The fair value of proved oil and natural gas properties acquired is based on cash flows associated with estimated acquired proved oil and natural gas reserves and the discount rate. Factors that impact these reserves cash flows include forecasted production, forecasted commodity prices, and forecasted operating, royalty and capital costs.

Management is continuing to review and assess information to accurately determine the acquisition date fair value of the proved oil and natural gas properties and deferred tax assets and liabilities acquired. As at September 30, 2025, there were no changes to initial measurement of fair value of the proved oil and natural gas properties and deferred tax assets and liabilities acquired.

Pro Forma Results (unaudited)

Pro forma for the three and nine months ended September 30, 2024 are shown below, as if the i3 Energy acquisition had occurred on January 1, 2024. Pro forma results are not indicative of actual results or future performance:

Three Months Ended September 30,Nine Months Ended September 30,
(Unaudited, thousands of U.S. Dollars)20242024
Oil, natural gas and NGL sales$180,598$580,099
Net income$3,852$50,911
  1. Segment and Geographic Reporting

The Company is primarily engaged in the exploration and production of oil and natural gas. The Company reports segmented information based on internal management reporting used by our Chief Operational Decision Makers (“CODM”), which are the Company’s Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Vice Presidents across various business functions. CODM allocates resources and assesses performance of each reportable segment based on segmented earnings. The Company determined three reportable segments based on the geographic organization: Colombia, Ecuador and Canada. The “Other” category represents the Company’s corporate activities.

The following tables present information on the Company’s reportable segments and other activities:

Three Months Ended September 30, 2025
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Oil, natural gas and NGL sales$101,999$20,605$26,650$—$149,254
Operating expenses44,8199,15714,403—68,379
Transportation expenses2,9021,070325—4,297
Segmented earnings$54,278$10,378$11,922$—$76,578
Export tax2,630
DD&A expenses64,981
General and administrative expenses13,596
Foreign exchange loss284
Derivative instruments loss2,066
Interest expense25,447
Non-segmented expenses109,004
Interest income197
Other income1,003
Loss before income taxes(31,226)
Income tax expense(11,276)
Net loss$(19,950)
Segment capital expenditures$50,323$10,546$3,250$65$64,184
Nine Months Ended September 30, 2025
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Oil, natural gas and NGL sales$329,339$50,123$87,322$—$466,784
Operating expenses126,00521,35244,231—191,588
Transportation expenses9,8482,604890—13,342
Segmented earnings$193,486$26,167$42,201$—$261,854
Export tax2,630
DD&A expenses205,818
General and administrative expenses40,228
Foreign exchange loss7,838
Derivative instruments gain(10,499)
Interest expense73,048
Non-segmented expenses319,063
Interest income873
Other income1,290
Loss before income taxes(55,046)
Income tax expense(3,075)
Net loss$(51,971)
Segment capital expenditures$110,741$56,133$50,786$495$218,155
Three Months Ended September 30, 2024
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Oil, natural gas and NGL sales$143,128$8,245$—$—$151,373
Operating expenses42,2503,810——46,060
Transportation expenses3,445466——3,911
Segmented earnings$97,433$3,969$—$—$101,402
DD&A expenses55,573
General and administrative expenses6,346
Transaction costs1,459
Foreign exchange gain(3,084)
Interest expense19,892
Non-segmented expenses80,186
Interest income684
Income before income taxes21,900
Income tax expense20,767
Net income$1,133
Segment capital expenditures$54,124$(4,430)$—$85$49,779
Nine Months Ended September 30, 2024
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Oil, natural gas and NGL sales$456,172$18,387$—$—$474,559
Operating expenses132,6438,918——141,561
Transportation expenses13,187998——14,185
Segmented earnings$310,342$8,471$—$—$318,813
DD&A expenses167,213
General and administrative expenses37,616
Transaction costs1,459
Foreign exchange gain(8,312)
Interest expense56,714
Non-segmented expenses254,690
Interest income2,393
Income before income taxes66,516
Income tax expense29,090
Net income$37,426
Segment capital expenditures$119,000$44,271$—$552$163,823
As at September 30, 2025
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Property, plant and equipment$996,434$168,179$267,590$8,234$1,440,437
All other assets121,40513,09324,09556,779215,372
Total Assets$1,117,839$181,272$291,685$65,013$1,655,809
As at December 31, 2024
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Property, plant and equipment$1,022,808$143,034$247,512$9,777$1,423,131
All other assets99,10027,94262,54142,073231,656
Total Assets$1,121,908$170,976$310,053$51,850$1,654,787
  1. Taxes Receivable and Payable

The table below shows the break-down of taxes receivable, which are comprised of value added tax (“VAT”) and income tax receivables and payables:

(Thousands of U.S. Dollars)As at September 30, 2025As at December 31, 2024
Taxes Receivable
Current
VAT Receivable$1,376$657
Income Tax Receivable29,78617,438
$31,162$18,095
Long-Term
Income Tax Receivable$1,841$1,629
Taxes Payable
Current
VAT Payable$(3,173)$(7,640)
Income Tax Payable(5,954)(6,330)
$(9,127)$(13,970)
Total Net Taxes Receivable$23,876$5,754

The following table shows the movement of VAT and income tax receivables and payables for the period:

(Thousands of U.S. Dollars)VAT Receivable/(Payable)(1)Income Tax ReceivableTotal Net Taxes Receivable
Balance, as at December 31, 2024$(6,983)$12,737$5,754
Collected through direct government refunds(734)(256)(990)
Collected through sales contracts(70,572)—(70,572)
Taxes paid76,1204,03180,151
Withholding taxes paid—19,93419,934
Current tax expense—(14,482)(14,482)
Foreign exchange gain3723,7094,081
Balance, as at September 30, 2025$(1,797)$25,673$23,876

(1) VAT is paid on certain goods and services and collected on sales in Colombia at a rate of 19%.

  1. Property, Plant and Equipment
(Thousands of U.S. Dollars)As at September 30, 2025As at December 31, 2024
Oil and natural gas properties
Proved$5,508,751$5,298,085
Unproved124,471119,520
5,633,2225,417,605
Other (1)63,13797,795
5,696,3595,515,400
Accumulated depletion, depreciation and impairment(4,255,922)(4,092,269)
$1,440,437$1,423,131

(1) The “other” category includes right-of-use assets for operating and finance leases of $50.7 million, which had a net book value of $21.2 million as at September 30, 2025 (December 31, 2024 - $70.1 million, which had a net book value of $35.1 million).

During the three months ended September 30, 2025, the Company entered intoone operating lease contract related to a motor vehicle andone finance lease contract related to power generation equipment and capitalized $0.1 million and $1.4 million, respectively, right-of-use assets in relation to these contracts. The Company also derecognized a lease related to power generation following an early termination by reducing net book value of right-of-use asset of $9.8 million and lease liability of $10.2 million.

During the nine months ended September 30, 2025, the Company entered intoone operating lease contract related to a motor vehicle andtwo finance lease contracts related to power generation equipment and capitalized $0.1 million and $8.0 million, respectively, right-of-use assets in relation to these contracts.

On September 8, 2025, the Company, through its wholly owned subsidiary, Gran Tierra UK Limited, a United Kingdom limited company, closed the sale agreement for its wholly owned subsidiary, Gran Tierra North Sea Limited (“GTNSL”) for total consideration of $7.5 million. The disposal of GTNSL did not result in any gain or loss on disposition.

For the three and nine months ended September 30, 2025 and 2024, the Company hadno ceiling test impairment losses. The Company used a 12-month unweighted average of the first-day-of the month prices prior to the ending date of the period ended September 30, 2025 as follows: Brent Crude $71.61 per boe, Edmonton Light Crude of C$89.65 per boe, Alberta AECO spot price of C$1.70 per “MMBtu” Edmonton Propane C$34.71 per boe, Edmonton Butane C$43.07 per boe and Edmonton Condensate C$93.35, and for the nine months ended September 30, 2024 Brent Crude of $82.10 per boe.

On July 31, 2025, the Company, through its indirect wholly owned subsidiaries, Gran Tierra Energy Ecuador 1 GmbH and Gran Tierra Energy Ecuador 2 GmbH, entered into definitive agreements to acquire all of GeoPark Ecuador S.A.’s and Frontera Energy Colombia Corp Sucursal Ecuador’s interests in the Perico and Espejo Blocks (the “Blocks”) and their associated Consortiums (the “Consortiums”). The aggregate purchase price for the Blocks and Consortiums is $15.5 million, subject to customary working capital adjustments as of the effective date of January 1, 2025. The agreement includes an additional contingent consideration of $1.5 million, payable upon the Perico Block achieving cumulative gross production of two million barrels starting from January 1, 2025. The acquisitions are expected to close upon satisfaction of customary closing conditions, including the receipt of regulatory approvals for closing and operations takeover from the Ministry of Energy of Ecuador. Closing is anticipated no earlier than the fourth quarter of 2025.

  1. Debt and Debt Issuance Costs

The Company’s debt as at September 30, 2025, and December 31, 2024, was as follows:

(Thousands of U.S. Dollars)As at September 30, 2025As at December 31, 2024
Current
6.25% Senior Notes, due February 2025 (“6.25% Senior Notes”)$—$24,828
Unamortized debt issuance costs—(21)
$—$24,807
Long-Term
Credit Facility - Canada$19,934$—
Credit Facility - Colombia24,500—
7.75% Senior Notes, due May 2027 (“7.75% Senior Notes”)24,20124,201
9.50% Senior Notes, due October 2029 (“9.50% Senior Notes”)735,790737,590
Unamortized Senior Notes discount(33,568)(41,918)
Unamortized debt issuance costs(16,604)(18,075)
754,253701,798
Long-term lease obligation (1)7,57620,325
$761,829$722,123
Total Debt$761,829$746,930

(1)The current portion of the lease obligation has been included in accounts payable and accrued liabilities on the Company’s balance sheet and totaled $11.8 million as at September 30, 2025 (December 31, 2024 - $15.3 million).

Credit Facility - Canada

The Company, through its wholly owned subsidiary Gran Tierra Canada Ltd., has a revolving credit facility with National Bank of Canada dated March 22, 2024 with a borrowing base of C$100.0 million (US$71.8 million as of September 30, 2025) and the available commitment of a C$50.0 million (US$35.9 million as of September 30, 2025) revolving credit facility comprised of C$35.0 million (US$25.1 million as of September 30, 2025) syndicated facility and C$15.0 million (US$10.8 million as of September 30, 2025) of operating facility. The drawn down amounts under the revolving credit facility can either be in Canadian or U.S. dollars and bear interest rates equal to either the Canadian prime rate or U.S. Base Rate plus a margin ranging from 2.00% to 4.00% per annum or for CORRA loans and SOFR loans plus a margin ranging from 3.00% to 5.00% per annum. Undrawn amounts under the revolving credit facility bear standby fee ranging from 0.75% to 1.25% per annum. In each case, the margin or standby fee, as applicable is based on Net Debt to EBITDA ratio of Gran Tierra Canada Ltd. As of September 30, 2025, the outstanding balance under the facility was C$27.7 million (US$19.9 million) and the weighted-average interest rate on borrowings during thethree andnine months ended September 30, 2025 was 6.64% and 6.48% respectively. On July 22, 2025, the borrowing base was redetermined by National Bank of Canada at C$100.0 million, of which available commitment is C$50.0 million.

On October 30, 2025, the existing revolving credit facility was amended to increase available commitment amount from C$50.0 million (US$35.9 million as of September 30, 2025) to C$75.0 million (US$53.9 million as of September 30, 2025) and extend the term to atwo-year maturing October 30, 2027. The borrowing base was maintained at C$100.0 million.

Credit Facility - Colombia

On April 16, 2025, the Company, through its wholly owned subsidiary, Gran Tierra Energy Colombia GmbH, a Swiss limited liability company, entered into a $75.0 million reserve-based lending facility (the “RBL Facility”). Any loans incurred under the reserve-based landing facility will mature on April 16, 2028. The availability of borrowings under the RBL Facility is subject to an annual borrowing base determination which will occur on or before May 1 of each year. The RBL Facility will bear interest at a rate per annum equal to, at Company’s option, either (a) a customary base rate (subject to a floor of 1.00%) plus an applicable margin of 4.5% or (b) a term secured overnight finance rate (“SOFR”) reference rate plus an applicable margin of 4.5%. Interest on base rate borrowings is payable quarterly in arrears and interest on term SOFR borrowings accrues in respect of interest periods of three or six months, at the election of the Company, and is payable on the last day of such interest period. The facility also includes a commitment fee of 1.58% per annum on undrawn amounts.

On October 23, 2025, the existing RBL facility was amended (“ the Amended RBL Facility”) to reduce the borrowing base to$60.0 million and revised certain related terms, including provisions governing borrowings, hedging obligations, and borrowing base redetermination. Under the terms of Amended RBL Facility, the Company is required to repay any amounts outstanding in excess of $20.0 million upon funding the oil prepayment agreement (Note 14) and the lender may initiate a redetermination of the borrowing base if advances requested by the Company are in excess of $20.0 million.

As of September 30, 2025 the outstanding balance under the RBL Facility was $24.5 million. For the three andnine months ended September 30, 2025, the weighted-average interest rate on borrowings was 9.05% and 8.79%, respectively.

Under the terms of the RBL Facility, the Company is required to maintain compliance with the following financial covenants:

i. consolidated net debt to consolidated adjusted EBITDA ratio that may not exceed 3.00 to 1.00, and

ii. consolidated interest coverage ratio that may not be less than 2.50 to 1.00

The Company was in compliance with all applicable covenants related to the RBL facility as of September 30, 2025.

Senior Notes

During the nine months ended September 30, 2025, the Company paid at maturity the remaining principal of $24.8 million of 6.25% Senior Notes due in February 2025 for cash consideration of $25.6 million, including interest payable of $0.8 million.

During the nine months ended September 30, 2025, the Company also purchased $1.8 million of outstanding 9.50% Senior Notes for cash consideration of $1.7 million resulting in a $0.1 million loss on purchase, which included the write-off of deferred financing fees of $0.1 million.

The principal amount of 9.50% Senior Notes is to be repaid as follows: (i) October 15, 2026,25% of the principal amount; (ii) October 15, 20275% of the principal amount; (iii) October 15, 2028,30% of the principal amount; and (iv) October 15, 2029, the remainder of the principal amount.

At September 30, 2025, we had $24.2 million aggregate principal amount of outstanding 7.75% Senior Notes due 2027, and $735.8 million aggregate principal amount of outstanding 9.50% Senior Notes due 2029.

As at September 30, 2025, the Company was in compliance with all applicable covenants related to the Senior Notes.

Leases

During the three months ended September 30, 2025, the Company entered intoone operating lease of $0.1 million andone finance lease of $1.4 million. The operating lease has a term ofthree years and a discount rate of 10.9%. The finance lease has a term ofone year term and a discount rate of 9.6%.

During the nine months ended September 30, 2025, the Company entered intoone operating lease of $0.1 million andtwo finance leases of $8.0 million. The operating lease has a term ofthree years and a discount rate of 10.9%. The finance leases have a lease term ranging from one totwo years and a weighted average discount rate of 9.6%.

Interest Expense

The following table presents the total interest expense recognized in the accompanying interim unaudited condensed consolidated statements of operations:

Three Months Ended September 30,Nine Months Ended September 30,
(Thousands of U.S. Dollars)2025202420252024
Contractual interest and other financing expenses$21,178$16,783$60,864$47,539
Amortization of debt issuance costs4,2693,10912,1849,175
$25,447$19,892$73,048$56,714
  1. Share Capital
Shares of Common Stock
Shares issued at December 31, 202436,460,141
Treasury shares(487,948)
Shares issued and outstanding at December 31, 202435,972,193
Shares issued on option exercise16,364
Shares re-purchased and cancelled(692,804)
Shares issued and outstanding at September 30, 202535,295,753

During the year ended December 31, 2024, the Company implemented a share re-purchase program (the “2024 Program”) through the facilities of the Toronto Stock Exchange (“TSX”), the NYSE American or alternative programs in Canada or the United States, if eligible. Under the 2024 Program, the Company is able to purchase up to 3,545,872 shares of Common Stock, par value of $0.001 per share (“Common Stock”) representing 10% of the public float as of October 31, 2024. The 2024 Program will continue forone year and expire on November 5, 2025, or earlier if the 10% maximum is reached.

During the three and nine months ended September 30, 2025, the Company re-purchasednil and 692,804 shares at a weighted average price ofnil and $5.00 per share (three and nine months ended September 30, 2024 -371,130 and 1,662,110 shares under the 2023 program at a weighted average price of $9.37 and $7.31 per share), respectively. As of September 30, 2025, the Company cancelled 487,948 shares held as treasury shares at December 31, 2024, and cancelled 692,804 shares re-purchased during the nine months ended September 30, 2025. During the period from November 6, 2024 to October 29, 2025, the Company has re-purchased 1,180,752 shares out of a maximum of 3,545,872 under the 2024 Program.

Equity Compensation Awards

The following table provides information about performance stock units(“PSUs”), deferred share units (“DSUs”), restricted share units (“RSUs”) and stock option activity for the nine months ended September 30, 2025:

PSUs · DSUs · RSUs · Stock Options
Number of Outstanding Share UnitsNumber of Outstanding Share UnitsNumber of Outstanding Share UnitsNumber of Outstanding Stock OptionsWeighted Average Exercise Price/Stock Option ($)
Balance, December 31, 20245,380,629904,674666,1271,550,4978.82
Granted2,926,234108,835642,324——
Exercised(1,066,555)(136,971)(197,418)(58,724)2.52
Forfeited(300,890)—(57,999)(8,155)8.86
Expired———(421,881)7.94
Balance, September 30, 20256,939,418876,5381,053,0341,061,7379.52

On May 1, 2024, the Company amended the settlement terms of all outstanding stock option awards. As of this date, all outstanding stock options are to be net settled in cash resulting in a change in classification of stock options from equity to liability. On May 1, 2024, the Company recorded a liability of $4.4 million and an additional stock-based compensation costs of

$0.4 million related to the modification of the stock option plan.

As at September 30, 2025, the equity compensation award liability on the Company’s balance sheet included $1.0 million of current liability related to the Company’s outstanding stock options.

The fair value of each stock option award was estimated on the modification date using the Black-Scholes-Merton option-pricing model based on the assumptions noted in the following table:

Fair value of option modification$0.00 - $6.11
Dividend yield (per share)Nil
Expected volatility43% to 87%
Risk-free interest rate4.6% to 5.1%
Expected term0.1 - 4.9 years
Expected forfeiture rate0% to 5%

For the three and nine months ended September 30, 2025, there was $0.1 million and $0.2 million of stock-based compensation expense, respectively. For the three and nine months ended September 30, 2024, there was $3.1 million of stock-based compensation recovery and $6.4 million of stock-based compensation expense, respectively.

As at September 30, 2025, there was $10.9 million (December 31, 2024 - $21.9 million) of unrecognized compensation costs related to unvested PSUs, RSUs and stock options, which are expected to be recognized over a weighted-average period of 1.4 years. During the nine months ended September 30, 2025, the Company paid out $7.2 million for PSUs vested on December 31, 2024 (nine months ended September 30, 2024 - $10.4 million for PSUs vested on December 31, 2023).

During the three and nine months ended September 30, 2025, the Company awarded 0.1 million and 0.6 million RSU to employees pursuant to the existing 2007 Equity Incentive Plan, respectively. Under the 2007 Equity Incentive Plan, RSUs will vest one-third each year over athree-year period. Upon vesting, RSUs entitle the holder to receive either the underlying number of shares of the Company’s Common Stock or a cash payment equal to the value of the underlying shares of the Company’s Common Stock. The Company intends to settle RSUs outstanding as at September 30, 2025, in cash.

Net Income (Loss) per Share

Basic net income or loss per share is calculated by dividing net income or loss attributable to common shareholders by the weighted average number of shares of Common Stock issued and outstanding during each period.

Diluted net income or loss per share is calculated using the treasury stock method for share-based compensation arrangements. The treasury stock method assumes that any proceeds obtained on the exercise of share-based compensation arrangements would be used to purchase shares of Common Stock at the average market price during the period. The weighted average number of shares is then adjusted by the difference between the number of shares issued from the exercise of share-based compensation arrangements and shares re-purchased from the related proceeds. Anti-dilutive shares represent potentially dilutive securities excluded from the computation of diluted income or loss per share as their impact would be anti-dilutive.

Weighted Average Shares Outstanding

For the three and nine months ended September 30, 2025 and 2024, all options were excluded from the diluted loss per share calculation as the options were anti-dilutive.

  1. Revenue
Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
Crude OilNatural GasNGLTotal RevenueCrude OilNatural GasNGLTotal Revenue
Colombia$101,999$—$—$101,999$329,339$—$—$329,339
Ecuador20,605——20,60550,123——50,123
Canada19,2735,8181,55926,65057,02722,7747,52187,322
$141,877$5,818$1,559$149,254$436,489$22,774$7,521$466,784
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
Crude OilNatural GasNGLTotal RevenueCrude OilNatural GasNGLTotal Revenue
Colombia$143,128$—$—$143,128$456,172$—$—$456,172
Ecuador8,245——8,24518,387——18,387
Canada————————
$151,373$—$—$151,373$474,559$—$—$474,559

During the three months ended September 30, 2025, the Company’s production was sold primarily to one major customer representing 66% of the total sales volumes, of which 75% was sold in Colombia,15% in Ecuador and 10% in Canada (three months ended September 30, 2024, one major customer representing 100% of total sales volumes in Colombia and Ecuador).

During the nine months ended September 30, 2025, the Company’s production was sold primarily to one major customer representing 65% of the total sales volumes of which 79% was sold in Colombia,11% in Ecuador and 10% in Canada (nine months ended September 30, 2024, one major customer representing 100% of total sales volumes in Colombia and Ecuador).

During the third quarter of 2025, the Company retrospectively reclassified transportation expenses against revenue, which were previously recorded separately from revenue, resulting in decrease of revenue by immaterial impact of $3.1 million and $5.5 million for the three and six months ended June 30, 2025, respectively, and $2.4 million for the three months ended March 31, 2025.

As at September 30, 2025, accounts receivable included $11.9 million of accrued sales revenue related to September 2025 production (December 31, 2024 - $13.4 million related to December 2024 production).

  1. Taxes

The Company’s effective tax rate was 6% for the nine months ended September 30, 2025, compared to 44% in the comparative period of 2024.

Current income tax expense was $14.5 million for the nine months ended September 30, 2025, compared to $61.4 million in the corresponding period of 2024, primarily due to lower taxable income.

For the nine months ended September 30, 2025, the Company recognized a deferred tax recovery of $17.6 million, primarily attributable to an increase in deductible temporary differences arising from tax losses generated during the period. This recovery was partially offset by temporary differences related to accelerated tax depreciation in excess of accounting depreciation.

For the nine months ended September 30, 2024, the deferred income tax recovery was $32.3 million primarily as a result of the recognition of additional tax losses resulting from a tax planning.

For the nine months ended September 30, 2025, the difference between the effective tax rate of 6% and the 35% statutory tax rate was primarily due to permanent differences and valuation allowance. This was partially offset by an increase in the impact of foreign taxes.

For the nine months ended September 30, 2024, the difference between the effective tax rate of 44% and the 50% Colombian tax rate was primarily due to a decrease in the impact of foreign taxes, 2022 true-up related to tax planning and non-taxable foreign exchange adjustments. These were partially offset by an increase in valuation allowance, other permanent differences, non-deductible stock-based compensation and non-deductible royalties in Colombia.

  1. Contingencies

Legal Proceedings

The Company has several lawsuits and claims pending. The outcome of the lawsuits and disputes cannot be predicted with certainty; the Company believes the resolution of these matters would not have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. The Company records costs as they are incurred or become probable and determinable.

Letters of Credit and Other Credit Support

At September 30, 2025, the Company had provided letters of credit and other credit support totaling $218.2 million (December 31, 2024 - $244.5 million) as security relating to work commitment guarantees in Colombia and Ecuador contained in exploration contracts, the Suroriente Block, and other capital or operating requirements as well as for transportation capacity in Canada.

  1. Financial Instruments and Fair Value Measurement

Financial Instruments

Financial instruments are initially recorded at fair value, defined as the price that would be received to sell an asset or paid to market participants to settle liability at the measurement date. For financial instruments carried at fair value, GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels:

Level 1 - Inputs representing quoted market prices in active markets for identical assets and liabilities

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the assets and liabilities, either directly or indirectly

Level 3 - Unobservable inputs for assets and liabilities

At September 30, 2025, the Company’s financial instruments recognized on the balance sheet consist of cash and cash equivalents, restricted cash and cash equivalents, commodity derivatives, accounts receivable, other current assets, accounts payable and accrued liabilities, long-term debt and other long-term liabilities. The Company uses appropriate valuation techniques based on the available information to measure the fair values of assets and liabilities.

Fair Value Measurement

The following table presents the Company’s fair value measurements of its financial instruments as of September 30, 2025, and December 31, 2024:

(Thousands of U.S. Dollars)As at September 30, 2025As at December 31, 2024
Liabilities
6.25% Senior Notes$—$24,133
7.75% Senior Notes20,78321,451
9.50% Senior Notes622,370688,262
$643,153$733,846
Assets
Restricted cash and cash equivalents - long-term (1)$9,089$6,816
Commodity derivatives - current (2)1,792712
$10,881$7,528
Liabilities
Commodity derivatives - current (3)$543$—
Canadian and Colombian credit facilities - long-term42,309—
$42,852$—

(1)The long-term portion of restricted cash and cash equivalents is included in the other long-term assets on the Company’s condensed consolidated balance sheet.

(2) The current portion of commodity derivatives asset was included into other current assets on the Company’s condensed consolidated balance sheet.

(3) The current portion of commodity derivatives liability was included into accounts payable balance on the Company’s condensed consolidated balance sheet.

The fair values of cash and cash equivalents, current restricted cash and cash equivalents, accounts receivable and accounts payable, and accrued liabilities approximate their carrying amounts due to the short-term maturity of these instruments.

Restricted Cash and Cash Equivalents - Long-Term

The fair value of long-term restricted cash and cash equivalents approximate its carrying value because interest rates are variable and reflective of market rates.

Credit Facilities and Senior Notes

Financial instruments recorded at amortized cost at September 30, 2025, were the Senior Notes and credit facilities (Note 7).

The fair value of the Canadian and Colombian credit facilities approximates their carrying value. The fair value of the Canadian and Colombian credit facilities is estimated based on the amount the Company would have to pay a third party to assume the debt, including the credit spread for the difference between the issue rate and the period-end market rate. The credit spread is the Company’s default or repayment risk.

At September 30, 2025, the carrying amounts of the 7.75% Senior Notes and 9.50% Senior Notes were $24.1 million and $687.9 million, respectively, which represented the aggregate principal amounts less unamortized debt issuance costs and discounts, and the fair values were $20.8 million, and$622.4 million, respectively.

Derivative asset and derivative liability

The fair value of derivatives is estimated based on various factors, including quoted market prices in active markets and quotes from third parties. The Company also performs an internal valuation to ensure the reasonableness of third party quotes. In consideration of counterparty credit risk, the Company assessed the possibility of whether the counterparty to the derivative would default by failing to make any contractually required payments. Additionally, the Company considers whether such counterparty has the ability to meet its potential repayment obligations associated with the derivative transactions.

Three Months Ended September 30,Nine Months Ended September 30,
(Thousands of U.S. Dollars)2025202420252024
Commodity price derivatives loss (gain)$2,945$—$(2,390)$—
Foreign currency derivatives gain(879)—(8,109)—
Derivative instruments loss (gain)$2,066$—$(10,499)$—

Commodity Price Risk

The Company may at times utilize commodity price derivatives to manage the variability in cash flows associated with the forecasted sale of its oil production, reduce commodity price risk and provide a base level of cash flow in order to assure it can execute at least a portion of its capital spending. As at September 30, 2025, the Company had outstanding commodity price derivative positions as follows:

Oil
Type of InstrumentStart PeriodEnd PeriodVolumebbl/dReferenceSold Put (C$/bbl or $/bbl Weighted Average)Purchased Put (C$/bbl or $/bbl Weighted Average)Sold Call(C$/bbl or $/bbl Weighted Average)Premium (C$/bbl or $/bbl Weighted Average)
Call OptionOctober 01, 2025December 31, 2025250WTI CMA——C$95.00—
CollarOctober 01, 2025December 31, 2025500WTI CMA—$65.00$77.40—
CollarOctober 01, 2025March 31, 20261,000WTI CMA—$60.00$70.60—
3 WayJanuary 01, 2026December 31, 2026500WTI CMAC$60.00C$70.00C$107.00C$1.90
3 WayApril 01, 2026September 30, 2026500WTI CMAC$65.00C$75.00C$100.40—
CollarApril 01, 2026September 30, 2026500WTI CMA—$75.00$91.95—
CollarOctober 01, 2025December 31, 20255,000Brent—$63.00$76.80—
Put OptionOctober 01, 2025December 31, 20253,000Brent$—$66.17$—$3.09
3 WayOctober 01, 2025December 31, 20252,000Brent$52.50$60.00$75.55$—
CollarOctober 01, 2025March 31, 20261,000Brent$—$60.00$76.25$—
3 WayOctober 01, 2025March 31, 20262,000Brent$52.50$65.00$74.94$—
Put OptionOctober 01, 2025June 30, 20262,000Brent$—$65.00$—$4.00
3 WayOctober 01, 2025June 30, 20261,500Brent$50.00$61.67$76.42$—
CollarJanuary 01, 2026March 31, 20261,000Brent$—$60.00$74.50$—
3 WayJanuary 01, 2026June 30, 20262,000Brent$50.00$60.00$74.75$—
CollarJanuary 01, 2026June 30, 20261,000Brent$—$60.00$76.75$—
3 WayJanuary 01, 2026September 30, 20261,000Brent$50.00$60.00$75.50$—
3 WayJanuary 01, 2026December 31, 20262,000Brent$50.00$60.00$73.63$—
Natural Gas
Type of InstrumentStart PeriodEnd PeriodVolume,GJs/dReferenceSold Swap (C$/GJ, Weighted Average)Purchased Put (C$/GJ, Weighted Average)Sold Call(C$/GJ, Weighted Average)
SwapOctober 01, 2025December 31, 202522,500Aeco 5A$3.13——
SwapApril 01, 2026October 31, 202610,000Aeco 5A$2.70——
Power
Type of InstrumentStart PeriodEnd PeriodVolume,MWh/dReferenceSold Swap (C$/MWh, Weighted Average)Purchased Put (C$/MWh, Weighted Average)Sold Call(C$/MWh, Weighted Average)
SwapOctober 01, 2025December 31, 202572AESO$49.75$—$—

Subsequent to the period ended September 30, 2025, the company entered into the following commodity price derivative positions as follows:

Oil
Type of InstrumentStart PeriodEnd PeriodVolumebbl/dReferenceSold Put (C$/bbl or $/bbl Weighted Average)Purchased Put (C$/bbl or $/bbl Weighted Average)Sold Call(C$/bbl or $/bbl Weighted Average)Premium (C$/bbl or $/bbl Weighted Average)
Put OptionJanuary 01, 2026December 31, 2026500Brent$—$60.00$—$4.30
3 WayJanuary 01, 2026December 31, 20262,000Brent$50.00$60.00$75.51$—
Natural Gas
Type of InstrumentStart PeriodEnd PeriodVolume,GJs/dReferenceSold Swap (C$/GJ, Weighted Average)Purchased Put (C$/GJ, Weighted Average)Sold Call(C$/GJ, Weighted Average)
SwapJanuary 01, 2026October 31, 202610,000Aeco 5A$2.83$—$—

Foreign Exchange Risk

The Company is exposed to foreign exchange risk in relation to its Colombian and Canadian operations predominantly in operating expenses. To mitigate exposure to fluctuations in foreign exchange, the Company may enter into foreign currency exchange derivatives. During the three months ended September 30, 2025, the Company settled$80 million nominal USD$ (COP$323,600 million) in outstanding foreign currency derivatives for a gain of$6 million (COP$30,800 million) andas at September 30, 2025 had no outstanding foreign currency derivative positions.

As at September 30, 2025, the Company had no outstanding foreign currency exchange derivative positions outstanding.

  1. Supplemental Cash Flow Information

The following table provides a reconciliation of cash and cash equivalents and restricted cash and cash equivalents shown as a sum of these amounts in the interim unaudited condensed consolidated statements of cash flows:

As at September 30, · As at December 31,
(Thousands of U.S. Dollars)2025202420242023
Cash and cash equivalents$49,089$277,645$103,379$62,146
Restricted cash and cash equivalents - current (1)—1,1421,1421,142
Restricted cash and cash equivalents - long-term (2)9,0897,0936,8167,750
$58,178$285,880$111,337$71,038

(1) Included in other current assets on the Company’s condensed consolidated balance sheet.

(2) Included in other long-term assets on the Company’s condensed consolidated balance sheet.

Net changes in assets and liabilities from operating activities were as follows:

Nine Months Ended September 30,
(Thousands of U.S. Dollars)20252024
Accounts receivable and other long-term assets$2,798$(1,531)
Prepaid Equity Forward—6,218
Prepaids and inventory(2,206)(3,984)
Accounts payable and accrued liabilities, and other long-term liabilities23,62110,442
Taxes receivable and payable(14,346)21,019
Net changes in assets and liabilities from operating activities$9,867$32,164

Net changes in working capital from investing activities were as follows:

Nine Months Ended September 30,
(Thousands of U.S. Dollars)20252024
Additions to property, plant and equipment$(203,237)$(169,525)
(Decrease) increase in accounts payable and accrued liabilities(15,408)6,627
Decrease (increase) in accounts receivable490(925)
Net cash additions to property, plant and equipment$(218,155)$(163,823)

The Company revised the presentation of cash flows associated with additions to property, plant and equipment within net cash used in investing activities in the Consolidated Statements of Cash Flows for the nine months ended September 30, 2024. Additions to property, plant and equipment as previously reported of$169.5 million were presented on an accrual basis before the related decrease in cash outflow due to impact of changes in non-cash investing working capital of$5.7 million. The cash outflow associated with additions to property, plant and equipment has been re-casted in accordance with the direct method. There was no change in amount to the Company’s previously reported net cash used in investing activities

The following table provides additional supplemental cash flow disclosures:

Nine Months Ended September 30,
(Thousands of U.S. Dollars)20252024
Cash paid for income taxes$4,031$20,665
Cash paid for withholding taxes$19,934$27,878
Cash paid for interest$37,589$30,073
Non-cash investing activities:
Net liabilities related to property, plant and equipment, end of period$46,365$53,117
  1. Subsequent Events

On October 24, 2025, the Company, through its wholly owned subsidiary, Gran Tierra Energy Colombia GmbH, entered into crude oil sale and purchase agreement where the Company will receive an advance of up to $150.0 million related to Ecuador production. An additional advance of $50.0 million is available to the Company, at the sole discretion of the lender and subject to completion of certain conditions.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.