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GRAN TIERRA ENERGY INC.

For the period ended Sep 30, 2026. Filed Nov 6, 2026.

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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, 2026 · Filed Nov 6, 2026

GTE$9.46-1.3%Stored close · as of Nov 10, 2026

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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,
2026202520262025
OIL, NATURAL GAS AND NGL SALES (Note 9)$168,306$149,254$527,544$466,784
EXPENSES
Operating64,18668,170181,896190,863
Transportation5,5424,29714,75213,342
Other taxes1,0313,0463,4614,105
Depletion, depreciation and accretion (Note 5)64,39164,981196,599205,818
General and administrative42,27913,38986,56639,478
Severance——2,563—
Transaction costs (Note 5)4,887—4,887—
Foreign exchange loss2,2522846,2807,838
Derivative instruments loss (gain) (Note 12)29,2282,066105,774(10,499)
Interest expense (Note 6)23,87825,44798,22973,048
237,674181,680701,007523,993
INTEREST INCOME5381971,442873
OTHER INCOME (Note 6)8401,0033,6131,290
LOSS BEFORE INCOME TAXES(67,990)(31,226)(168,408)(55,046)
INCOME TAX (RECOVERY) EXPENSE
Current (Note 10)4,5114,02219,47614,482
Deferred (Note 10)(30,086)(15,298)(51,158)(17,557)
(25,575)(11,276)(31,682)(3,075)
NET LOSS$(42,415)$(19,950)$(136,726)$(51,971)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment376(4,108)(2,573)5,666
COMPREHENSIVE LOSS$(42,039)$(24,058)$(139,299)$(46,305)
NET LOSS PER SHARE
- BASIC and DILUTED$(1.20)$(0.57)$(3.87)$(1.47)
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC and DILUTED (Note 8)35,380,45935,291,09935,349,96835,465,938

Condensed Consolidated Balance Sheets (Unaudited)

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

As at September 30, 2026As at December 31, 2025
ASSETS
Current Assets
Cash and cash equivalents (Note 13)$141,077$82,931
Accounts receivable59,11632,908
Inventory42,44655,384
Taxes receivable (Note 4)14,64927,113
Derivatives (Note 12)—10,147
Prepaid expenses8,5485,044
Total Current Assets265,836213,527
Oil and Gas Properties
Proved1,065,6761,154,836
Unproved96,322108,339
Total Oil and Gas Properties1,161,9981,263,175
Other capital assets64,42841,245
Total Property, Plant and Equipment (Note 5)1,226,4261,304,420
Other Long-Term Assets
Deferred tax assets72,42556,268
Taxes receivable long-term (Note 4)9,8551,912
Other long-term assets (Notes 12 and 13)10,0389,952
Total Other Long-Term Assets92,31868,132
Total Assets$1,584,580$1,586,079
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable, accrued liabilities and other (Notes 6 and 7)$444,757$314,005
Current portion of long-term debt (Notes 6 and 12)45,98021,212
Taxes payable (Note 4)17,80211,906
Derivatives (Note 12)39,477—
Equity compensation award liability (Note 8)33,1078,569
Total Current Liabilities581,123355,692
Long-Term Liabilities
Long-term debt (Notes 6 and 12)542,951686,521
Customer advance (Note 7)192,548115,909
Deferred tax liabilities15,27453,458
Asset retirement obligation113,335118,876
Equity compensation award liability (Note 8)34,65114,993
Other long-term liabilities (Note 4)14,49411,886
Total Long-Term Liabilities913,2531,001,643
Contingencies (Note 11)
Shareholders’ Equity
Common Stock (35,381,811 and 35,298,774 issued and outstanding shares of Common Stock as at September 30, 2026 and December 31, 2025, respectively, par value $0.001 per share) (Note 8)9,9399,939
Additional paid-in capital1,269,9371,269,178
Accumulated other comprehensive (loss) income(13)2,560
Deficit(1,189,659)(1,052,933)
Total Shareholders’ Equity90,204228,744
Total Liabilities and Shareholders’ Equity$1,584,580$1,586,079

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Thousands of U.S. Dollars)

Nine Months Ended September 30,
20262025
Operating Activities
Net loss$(136,726)$(51,971)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depletion, depreciation and accretion (Note 5)196,599205,818
Deferred tax recovery (Note 10)(51,158)(17,557)
Stock-based compensation expense (Note 8)46,384172
Amortization of debt issuance costs (Note 6)14,74912,184
Unrealized foreign exchange (gain) loss(5,764)2,936
Other (gain) loss (Note 6)(1,425)355
Unrealized derivative instruments loss (gain) (Note 12)42,455(964)
Cash settlement of asset retirement obligation(3,055)(4,746)
Non-cash interest expense16,591—
Non-cash lease expenses4,4234,648
Lease payments(4,885)(4,686)
Net change in assets and liabilities from operating activities (Note 13)138,5189,867
Net cash provided by operating activities256,706156,056
Investing Activities
Additions to property, plant and equipment (Notes 5 and 13)(148,110)(218,155)
Proceeds on disposition of property, plant and equipment (Note 5)57,9447,500
Proceeds from asset exchange583—
Deposit on sale of oil business in Colombia and Ecuador (Note 5)50,000—
Net cash used in investing activities(39,583)(210,655)
Financing Activities
Proceeds from long-term debt, net of issuance costs (Note 6)10,89548,921
Repayment of long-term debt (Note 6)(10,870)(7,743)
Re-purchase of Senior Notes (Note 6)(21,569)(1,712)
Repayment of Senior Notes (Note 6)(125,000)(24,828)
Re-purchase of shares of Common Stock (Note 8)—(3,466)
Proceeds from exercise of stock options75940
Lease payments(15,904)(8,473)
Net cash (used in) provided by financing activities(161,689)2,739
Foreign exchange gain (loss) on cash, cash equivalents and restricted cash and cash equivalents2,815(1,299)
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents58,249(53,159)
Cash and cash equivalents and restricted cash and cash equivalents, beginning of period (Note 13)92,666111,337
Cash and cash equivalents and restricted cash and cash equivalents, end of period (Note 13)$150,915$58,178
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,
2026202520262025
Share Capital
Balance, beginning of period$9,939$9,939$9,939$9,940
Cancellation of shares of Common Stock (Note 8)———(1)
Balance, end of period$9,939$9,939$9,939$9,939
Additional Paid-in Capital
Balance, beginning of period$1,269,926$1,268,654$1,269,178$1,273,343
Exercise of stock options111875940
Stock-based compensation (Note 8)—201—2,119
Cancellation of shares of Common Stock (Note 8)———(6,629)
Balance, end of period$1,269,937$1,268,873$1,269,937$1,268,873
Treasury Stock
Balance, beginning of period$—$—$—$(3,165)
Re-purchase of shares of Common Stock (Note 8)———(3,465)
Cancellation of shares of Common Stock (Note 8)———6,630
Balance, end of period$—$—$—$—
Accumulated other comprehensive income (loss)
Balance, beginning of period$(389)$3,038$2,560$(6,736)
Other comprehensive income (loss)376(4,108)(2,573)5,666
Balance, end of period$(13)$(1,070)$(13)$(1,070)
Deficit
Balance, beginning of period$(1,147,244)$(891,835)$(1,052,933)$(859,814)
Net loss(42,415)(19,950)(136,726)(51,971)
Balance, end of period$(1,189,659)$(911,785)$(1,189,659)$(911,785)
Total Shareholders’ Equity$90,204$365,957$90,204$365,957

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, Canada and Azerbaijan.

  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, 2025, included in the Company’s 2025 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 2025 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 Adopted Accounting Pronouncements

In July 2025, 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 is 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 adopted this ASU effective January 1, 2026. The implementation of this update did not have a material impact on its balance sheet, statement of operations or financial statements disclosures.

Recently Issued Accounting Pronouncements

In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations, which establishes guidance on the recognition, measurement, and disclosure of environmental credits and related obligations. The ASU requires entities to recognize qualifying environmental credits as assets measured at cost and to record environmental credit obligations as emissions occur, measured based on the carrying amount of credits held and the fair value of any additional credits required for settlement. The ASU is effective for annual reporting periods beginning after December 15, 2027, including interim periods within those years, with early adoption permitted. The Company is currently assessing the impact this update will have on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which requires public business entities to provide additional disclosures disaggregating certain expense captions into specified natural expense categories, including employee compensation, depreciation, depletion and amortization related to oil and gas producing activities. The guidance is effective for annual periods beginning after December 15, 2026 and interim periods within annual periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the guidance on its financial statement disclosures.

  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 Operating 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 and the start-up of Azerbaijan activities.

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

Three Months Ended September 30, 2026
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Oil, natural gas and NGL sales$103,358$42,134$22,814$—$168,306
Operating expenses42,37011,9859,831—64,186
Transportation expenses2,9212,335286—5,542
Segmented earnings$58,067$27,814$12,697$—$98,578
Other taxes1,031
Depletion, depreciation and accretion (“DD&A”) expenses64,391
General and administrative expenses42,279
Transaction costs4,887
Foreign exchange loss2,252
Derivative instruments loss29,228
Interest expense23,878
Non-segmented expenses167,946
Other income840
Interest income538
Loss before income taxes(67,990)
Income tax recovery(25,575)
Net loss$(42,415)
Segment capital expenditures$37,224$6,745$1,194$430$45,593
Nine Months Ended September 30, 2026
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Oil, natural gas and NGL sales$323,818$124,843$78,883$—$527,544
Operating expenses110,56434,13337,199—181,896
Transportation expenses7,5206,0711,161—14,752
Segmented earnings$205,734$84,639$40,523$—$330,896
Other taxes3,461
Depletion, depreciation and accretion (“DD&A”) expenses196,599
General and administrative expenses86,566
Severance2,563
Transaction costs4,887
Foreign exchange loss6,280
Derivative instruments loss105,774
Interest expense98,229
Non-segmented expenses504,359
Other income3,613
Interest income1,442
Loss before income taxes(168,408)
Income tax recovery(31,682)
Net loss$(136,726)
Segment capital expenditures$107,983$26,697$13,000$430$148,110
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 expenses44,6109,15714,403—68,170
Transportation expenses2,9021,070325—4,297
Segmented earnings$54,487$10,378$11,922$—$76,787
Other taxes3,046
Depletion, depreciation and accretion (“DD&A”) expenses64,981
General and administrative expenses13,389
Foreign exchange loss284
Derivative instruments loss2,066
Interest expense25,447
Non-segmented expenses109,213
Other income1,003
Interest income197
Loss before income taxes(31,226)
Income tax recovery(11,276)
Net loss$(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 expenses125,28021,35244,231—190,863
Transportation expenses9,8482,604890—13,342
Segmented earnings$194,211$26,167$42,201$—$262,579
Other taxes4,105
Depletion, depreciation and accretion (“DD&A”) expenses205,818
General and administrative expenses39,478
Foreign exchange loss7,838
Derivative instruments gain(10,499)
Interest expense73,048
Non-segmented expenses319,788
Other income1,290
Interest income873
Loss before income taxes(55,046)
Income tax recovery(3,075)
Net loss$(51,971)
Segment capital expenditures$110,741$56,133$50,786$495$218,155
As at September 30, 2026
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Property, plant and equipment$958,603$158,044$103,519$6,260$1,226,426
All other assets158,38577,86727,47894,424358,154
Total Assets$1,116,988$235,911$130,997$100,684$1,584,580
As at December 31, 2025
(Thousands of U.S. Dollars)ColombiaEcuadorCanadaOtherTotal
Property, plant and equipment$935,351$176,003$185,226$7,840$1,304,420
All other assets150,52455,31339,09336,729281,659
Total Assets$1,085,875$231,316$224,319$44,569$1,586,079
  1. Taxes Receivable and Payable

The table below shows the breakdown 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, 2026As at December 31, 2025
Taxes Receivable
Current
VAT Receivable$976$1,394
Income Tax Receivable13,67325,719
$14,649$27,113
Long-Term
Income Tax Receivable$9,855$1,912
Taxes Payable
Current
VAT Payable$(4,393)$(5,189)
Income Tax Payable(13,409)(6,717)
$(17,802)$(11,906)
Long-Term
Income Tax Payable(1)$(2,062)$—
Total Net Taxes Receivable$4,640$17,119

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

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, 2025$(3,795)$20,914$17,119
Collected through direct government refunds(648)(21,219)(21,867)
Collected through sales contracts(74,827)—(74,827)
Taxes paid74,6178,11182,728
Withholding taxes paid90018,65119,551
Current tax expense—(19,476)(19,476)
Foreign exchange gain3361,0761,412
Balance, as at September 30, 2026$(3,417)$8,057$4,640

(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, 2026As at December 31, 2025
Oil and natural gas properties
Proved$5,658,077$5,587,422
Unproved96,322108,339
5,754,3995,695,761
Other (1)124,01178,780
5,878,4105,774,541
Accumulated depletion, depreciation and impairment(4,651,984)(4,470,121)
$1,226,426$1,304,420

(1) The “other” category includes right-of-use assets for operating and finance leases of $107.4 million, which had a net book value of $52.7 million as at September 30, 2026 (December 31, 2025 - $65.0 million, which had a net book value of $30.8 million).

During the three and nine months ended September 30, 2026, the Company entered intoone and five new finance leases related to power generation equipment agreements in Ecuador and Colombia and recognized right-of-use assets of $17.5 million and $38.5 million, respectively, related to these agreements. During the nine months ended September 30, 2026, the Company entered intoone new operating office lease agreement in Colombia and recognized a right-of-use asset of $4.0 million related to this agreement.

For the three and nine months ended September 30, 2026 and 2025, 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, 2026 as follows: Brent Crude of $83.30 per bbl, Edmonton Light Crude of C$102.70 per bbl, Alberta AECO spot price of C$2.01 per MMBtu, Edmonton Propane of C$28.54 per boe, Edmonton Butane of C$42.84 per boe and Edmonton Condensate of C$103.71 per boe (September 30, 2025 as follows: Brent Crude of $71.61 per bbl, Edmonton Light Crude of C$89.65 per bbl, Alberta AECO spot price of C$1.70 per MMBtu, Edmonton Propane of C$34.71 per boe, Edmonton Butane of C$43.07 per boe and Edmonton Condensate of C$93.35 per boe).

On August 5, 2026, the Company entered into a definitive share sale agreement (the “Share Purchase Agreement”) to sell its oil business in Colombia and Ecuador (“Divested Business”) to a Paris-listed international oil and natural gas exploration and production company (“Purchaser”) on the terms and conditions set out in the Share Purchase Agreement (the “Sale”). The Divested Business comprises all of the Company’s assets in Colombia and Ecuador. The transaction has an economic effective date of March 31, 2026. Total consideration for the Sale is approximately $1.33 billion, subject to adjustment, which includes the Purchaser’s assumption of the Company’s 9.75% Senior Notes due 2031, its 9.50% Senior Notes due 2029, and the prepayment facility under the Company’s prepayment agreement (the “Prepayment Agreement”). After the assumption of substantially all liabilities, customary closing and working capital adjustments, the Company’s redemption of its 7.75% Senior Notes due 2027 (the “2027 Notes”), and transaction costs, the Company expects to receive net cash proceeds of approximately $315.0 million (the “Net Cash Proceeds”). Of this amount, approximately $250.0 million is payable in cash, of which $50.0 million was received as a deposit during the three months ended September 30, 2026, which was recorded in accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheet and will be credited against the purchase price, with the balance due on closing. The remaining $65.0 million is payable 364 days after closing under an unsecured note issued by the Divested Business. Completion of the Sale is subject to the approval of the Company’s shareholders, receipt of the requisite consents from certain creditors and from the prepayment buyers under the Prepayment Agreement, customary regulatory approvals in Colombia and Ecuador, and the satisfaction of other customary closing conditions. On September 22, 2026, the Company entered into a supplemental indenture to the indenture governing 9.75% Senior Notes due 2031, following receipt of the consents from bond holders of a majority in aggregate principal amount of those notes, which amends the indenture to permit the sale of the Divested Business, with the amendments becoming operative upon closing of the Sale.

For the three and nine months ended September 30, 2026, the Company incurred $4.9 million in transaction costs related to the Share Purchase Agreement. In the event the agreement is terminated, the Company must repay the deposit in full, together with interest accrued at 5% per annum, within five days of termination, unless the termination results from the Purchaser’s default, in which case the Company is entitled to retain the deposit and accrued interest. In addition, if the agreement is terminated following a change in the Board’s recommendation to shareholders, a failure by the Company to file its proxy statement or hold its shareholder meeting within the required timeframes, or the Company’s acceptance of a superior proposal, the Company must pay the Purchaser a termination fee of $50.0 million withinten days of termination.

As at September 30, 2026, the Company assessed whether the assets and liabilities subject to the Share Purchase Agreement met the criteria to be classified as held for sale under GAAP. The Company concluded that the held for sale criteria were not met as at that date because the Sale remained subject to shareholders’ approval, a substantive condition. Accordingly, the assets and liabilities of the Divested Business continue to be classified as held and used.

Subsequent to September 30, 2026, the Company obtained the shareholders’ approval for the sale of the Divested Business.

On June 23, 2026, the Company completed a disposition of 54% WI and associated title rights in the Lodgepole area in Canada effective January 1, 2026, for a total cash consideration of C$12.8 million (US$9.3 million). As part of the disposition, the Company derecognized the asset retirement obligation attributed to the Lodgepole area totaling C$17.5 million (US$12.8 million) on an undiscounted basis and C$9.0 million (US$6.6 million) on a discounted basis. No gain or loss was recognized in the statement of operations as the disposal did not materially change the relationship between capital costs and the proved reserves of oil and natural gas assets.

On March 10, 2026, the Company completed the disposition of the entire WI and associated title rights in the Simonette Montney area in Canada effective January 1, 2026, for total cash consideration of C$66.3 million (US$48.6 million). No gain or loss was recognized in the statement of operations as the disposal did not materially change the relationship between capital costs and the proved reserves of oil and natural gas assets.

On March 17, 2026, the Company entered into a strategic partnership with Ecopetrol S.A. to earn, subject to regulatory approvals and conditions precedent, a 49% WI in the Tisquirama Block in Colombia. Under the terms of the agreement, the Company has committed to fund approximately $47.1 million of a $92.4 million gross capital program over 40 months, including a minimum Phase 1 investment of $15.0 million. Upon completion of Phase 1, the Company will be entitled to 49% of production and is expected to assume operatorship. On May 27, 2026, the Company satisfied all outstanding conditions precedent to the partnership agreement and received regulatory approval.

  1. Debt and Debt Issuance Costs

The Company’s debt as at September 30, 2026, and December 31, 2025, was as follows:

(Thousands of U.S. Dollars)As at September 30, 2026As at December 31, 2025
Current
7.75% Senior Notes$24,201$—
9.50% Senior Notes21,91021,910
Unamortized Senior Notes discount(74)(496)
Unamortized debt issuance costs(57)(202)
$45,980$21,212
Long-Term
7.75% Senior Notes, due May 2027 (“7.75% Senior Notes”)$—$24,201
9.50% Senior Notes, due October 2029 (“9.50% Senior Notes”)65,729694,430
9.75% Senior Notes, due April 2031 (“9.75% Senior Notes”)479,353—
Unamortized Senior Notes discount(19,762)(29,365)
Unamortized debt issuance costs (1)(8,522)(14,458)
516,798674,808
Long-term lease obligation (2)26,15311,713
$542,951$686,521
Total Debt$588,931$707,733

(1)Includes $0.1 million of deferred financing fees related to Canadian revolving credit facility as at September 30, 2026 (December 31, 2025 - $1.8 million related to Canadian revolving and Colombian credit facilities).

(2)The current portion of the lease obligation was included in accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheet and totaled $31.7 million as at September 30, 2026 (December 31, 2025 - $17.0 million).

(Thousands of U.S. Dollars)9.50% Senior Notes9.75% Senior Notes
Senior Notes, December 31, 2025$716,340$—
Principal exchanged for 9.75% Senior Notes(628,701)628,701
Early participation principal payment—(125,000)
Rounding adjustment on exchange—(131)
Purchased in the open market—(24,217)
Senior Notes principal, September 30, 2026$87,639$479,353

During the nine months ended September 30, 2026, the Company issued $503.6 million in aggregate principal amount of its 9.75% Senior Secured Amortizing Notes due 2031 (the “9.75% Senior Notes”), and paid $125.0 million in cash consideration in exchange for $628.7 million aggregate principal amount of its 9.50% Senior Notes. The exchange was accounted for as a debt modification.

The 9.75% Senior Notes will mature on April 15, 2031, unless earlier redeemed or re-purchased. Subject to adjustment for required minimum denominations, the principal amount of 9.75% Senior Notes will be amortized over three installments as follows: (i) October 15, 2029 -15% of the principal amount; (ii) October 15, 2030 -15% of the principal amount; (iii) April 15, 2031 - the remainder of the principal amount. On or before December 31, 2026 (“the Offer Date”), the Company is required to offer to purchase up to $30.0 million aggregate principal amount of the 9.75% Senior Notes (“the Offer Amount”). The Offer Amount will be reduced by the aggregate principal amount of any 9.75% Senior Notes redeemed or re-purchased by the Company in the open market transactions before the Offer Date.

During the nine months ended September 30, 2026, the Company re-purchased $24.2 million of 9.75% Senior Notes for cash consideration of $21.6 million resulting in a $1.3 million gain on purchase, which included the write-off of deferred financing fees of $1.4 million.

At any time, prior to April 15, 2028, the Company may redeem up to 35% of the aggregate principal amount of 9.75% Senior Notes at a redemption price equal to 109.75% of the principal amount. Additionally, the Company may redeem all or a portion of the 9.75% Senior Notes on or after 2028 at the following redemption prices: 2028 -104.875%; 2029 -102.438%; 2030 and thereafter -100%.

Under the terms of the 9.75% Senior Notes agreement, the Company is required to maintain compliance with the following financial covenants:

i. consolidated interest coverage ratio of not less than 2.50; and

ii. consolidated net debt (total debt excluding deferred financing fees less cash equivalents) to consolidated adjusted earnings before interest, taxes and DD&A (“Adjusted EBITDA”) of not more than 3.00.

As at September 30, 2026, the Company was in compliance with all applicable covenants related to Senior Notes.

Upon closing of the Sale of the Divested Business as described in Note 5, the Purchaser will assume all of the Company’s obligations under the indenture that governs the 9.75% Senior Notes and the indenture that governs the 9.50% Senior Notes. On September 22, 2026, the Company entered into a supplemental indenture to the indenture governing the 9.75% Senior Notes, following receipt of the consents from bond holders of a majority in aggregate principal amount of those notes, which amends the indenture to permit the sale of the Divested Business, with the amendments becoming operative upon closing of the Sale.

Credit facility

On May 12, 2026, the Company, through its wholly owned subsidiary Gran Tierra Canada Ltd., amended its revolving credit facility with National Bank of Canada. As part of the amendment, the borrowing base has decreased to C$75.0 million (US$52.8 million). The available commitment under the revolving credit facility remained unchanged at C$75.0 million (US$52.8 million), comprised of a C$60.0 million (US$42.2 million) syndicated facility and C$15.0 million (US$10.6 million) of operating facility. The amounts drawn down 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 a 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. The revolving credit facility matures on October 30, 2027. During the three months ended September 30, 2026, the Company drew C$15.3 million (US$10.9 million) under its revolving credit facility which was fully repaid by September 30, 2026. As of September 30, 2026, the revolving credit facility remained undrawn.

Leases

During the three and nine months ended September 30, 2026, the Company entered intoone andfive finance leases of $17.5 million and $38.5 million, respectively. The new finance leases have lease terms ranging fromtwo tothree years and a weighted average discount rate of 9.6%.

During the nine months ended September 30, 2026, the Company entered intoone operating lease of $4.0 million which had afive-year term and a discount rate of 9.1%.

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)2026202520262025
Contractual interest and other financing expenses$22,144$21,178$83,480$60,864
Amortization of debt issuance costs1,7344,26914,74912,184
$23,878$25,447$98,229$73,048
  1. Prepayment agreement

During the nine months ended September 30, 2026, the Company amended its existing prepayment agreement with Trafigura. The amended agreement provides for total prepayments of up to $350.0 million, including $325.0 million available immediately and an additional $25.0 million available at Trafigura’s sole discretion and includes both Ecuadorian and Colombian crude oil production. The term of the amended prepayment agreement is 48 months.

Amounts drawn on this prepayment agreement are to be repaid through future oil deliveries. Shortfalls in crude oil deliveries in any given repayment period can be delivered during the next repayment period within three calendar months or paid in cash thereafter. Amounts under the prepayment facility are subject to interest based on SOFR risk-free rate plus a margin of 4.45% per annum. Under the terms of the prepayment agreement, the Company can repay the outstanding balance of the advance payment at any time without penalty. The Company was granted a grace period for re-payment of the principal amount drawn under the prepayment agreement with first re-payment starting April 2026.

Pursuant to the amended and restated prepayment agreement, proceeds from the new advance are required to be used exclusively to finance the re-purchase or exchange of Senior Notes and to pay fees and expenses associated with the amended agreement.

The Company is required to maintain compliance with the following financial covenants related to amounts drawn under the prepayment agreement semi-annually, calculated on March 31 and September 30 of each year:

i. Asset Coverage Ratio of at least 150%, calculated using the net present value of the consolidated future cash flows of certain wholly owned subsidiaries of the Company that sell crude oil, projected through the final maturity date and discounted at 10% over the outstanding principal and the interest payable amount on the prepayment agreement at each reporting period. The net present value of the consolidated future cash flows of the Company is required to be based on 90% of the prevailing ICE Brent forward strip.

ii. Debt Service Coverage Ratio of at least 200%, calculated using the estimated crude oil to be delivered by the Company from any relevant time up to the final maturity date based on 80% of the prevailing ICE Brent forward strip and adjusted for quality differential and transportation discount over the outstanding principal amount under the prepayment agreement.

As at September 30, 2026, there was $281.4 million outstanding (December 31, 2025 - $150.0 million) on the oil prepayment agreement. Of this amount, $88.9 million (December 31, 2025 - $34.1 million) was classified as a current portion and included in accounts payable and accrued liabilities on the Company’s condensed consolidated balance sheet.

(Thousands of U.S. Dollars)
Outstanding balance on oil prepayment, December 31, 2025$150,000
Prepayment advances175,000
Repayments(43,584)
Outstanding balance on oil prepayment, September 30, 2026$281,416

During the three and nine months ended September 30, 2026, the Company drew $8.5 million and $175.0 million on oil prepayment and re-paid $14.8 million and $43.6 million, respectively, of the outstanding principal on oil prepayment via crude oil deliveries.

As of September 30, 2026, the Company was in compliance with all applicable covenants under the prepayment agreement.

  1. Share Capital
Shares of Common Stock
Shares issued and outstanding at December 31, 202535,298,774
Shares issued on option exercise83,037
Shares issued and outstanding at September 30, 202635,381,811

As at September 30, 2026, the Company had a share re-purchase program (the “2025 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 2025 Program, the Company is able to purchase up to 2,925,720 shares of Common Stock, par value of $0.001 per share (“Common Stock”) representing 10% of the public float as of October 31, 2025, at prevailing market prices at the time of purchase. The 2025 Program will continue for one year and expire on November 5, 2026, or earlier if the 10% maximum is reached.

During the three and nine months ended September 30, 2026, the Company didnot re-purchase any shares under the 2025 Program (three and nine months ended September 30, 2025 -nil and 692,804 shares re-purchased under the 2024 program at a weighted average price ofnil and $5.00 per share, respectively).

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, 2026:

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, 20257,595,979876,5381,064,8241,043,9969.61
Granted4,240,042230,4821,049,365——
Exercised(1,491,419)(321,660)(359,298)(133,938)7.72
Forfeited(464,380)—(47,575)(58,871)10.84
Expired———(401,763)8.46
Balance, September 30, 20269,880,222785,3601,707,316449,42411.03

As at September 30, 2026, the equity compensation award liability on the Company’s balance sheet included $1.7 million of current liability related to the Company’s outstanding stock options (December 31, 2025 - $0.6 million).

For the three and nine months ended September 30, 2026, there was $30.5 million and $46.4 million of stock-based compensation expense (three and nine months ended September 30, 2025, $0.1 million and $0.2 million of stock-based compensation expense), respectively.

As at September 30, 2026, there was $58.7 million (December 31, 2025 - $15.4 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 1.8 years. During the nine months ended September 30, 2026, the Company paid out$6.0 million for PSUs which vested on December 31, 2025 (nine months ended September 30, 2025 - $7.2 million for PSUs which vested on December 31, 2024).

During the three and nine months ended September 30, 2026, the Company awarded 479 and 1,049,365 of RSUs 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, 2026, in cash.

Net 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, 2026 and 2025, all options were excluded from the diluted loss per share calculation as the options were anti-dilutive.

  1. Revenue
Three Months Ended September 30, 2026Nine Months Ended September 30, 2026
Crude OilNatural GasNGLTotal RevenueCrude OilNatural GasNGLTotal Revenue
Colombia103,358——103,358323,818——323,818
Ecuador42,134——42,134124,843——124,843
Canada16,0374,8571,92022,81455,86116,8426,18078,883
$161,529$4,857$1,920$168,306$504,522$16,842$6,180$527,544
Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
Crude OilNatural GasNGLTotal RevenueCrude OilNatural GasNGLTotal Revenue
Colombia101,999——101,999329,339——329,339
Ecuador20,605——20,60550,123——50,123
Canada19,2735,7151,66226,65057,02722,7747,52187,322
$141,877$5,715$1,662$149,254$436,489$22,774$7,521$466,784

During the three and nine months ended September 30, 2026, the Company’s production was sold primarily to one major customer, representing 70% and 71% of the total Company’s sales volumes (three and nine months ended September 30, 2025 - one major customer, representing 66% and 65%of the total Company’s sales volumes), respectively, reported in each of the reportable segments.

As at September 30, 2026, accounts receivable included $15.1 million of accrued sales revenue related to September 2026 production (December 31, 2025 - $14.8 million related to December 2025 production).

  1. Taxes

The Company’s effective tax rate was 19% for the nine months ended September 30, 2026, compared to 6% in the corresponding period of 2025.

Current income tax expense was $19.5 million for the nine months ended September 30, 2026, compared to $14.5 million in the corresponding period of 2025, primarily due to higher taxable income.

For the nine months ended September 30, 2026, the Company recognized a deferred tax recovery of $51.2 million, primarily attributable to an increase in deductible temporary differences arising from tax losses generated during the period, unrealized hedging losses and accruals. 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, 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, 2026, the difference between the effective tax rate of 19% and the 21% statutory tax rate was primarily due to an increase in the non-deductible foreign translation adjustments and other non-deductible expenses. This was partially offset by an increase in the impact of foreign taxes and the 2025 true-up (recovery).

For the nine months ended September 30, 2025, the difference between the effective tax rate of 6% and the 21% statutory tax rate was primarily due to increase in the non-deductible foreign translation adjustments, other permanent differences and valuation allowance. This was partially offset by an increase in the impact of foreign taxes.

  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, 2026, the Company had provided letters of credit and other credit support totaling $160.0 million, of which $0.5 million related to transportation capacity in Canada with the remainder as security relating to work commitment guarantees in Colombia and Ecuador contained in exploration contracts, other capital or operating requirements (December 31, 2025 - $209.0 million). During the three months ended September 30, 2026, the Company released $39.1 million of letters of credit related to Suroriente Block due to completion of all capital commitments.

  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 transfer a liability in an orderly transaction between market participants 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, 2026, the Company’s financial instruments recognized on the balance sheet consist of cash and cash equivalents, accounts receivable, derivatives, other long-term assets, accounts payable and accrued liabilities, current portion of long-term debt, 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, 2026, and December 31, 2025:

(Thousands of U.S. Dollars)As at September 30, 2026As at December 31, 2025
Liabilities
7.75% Senior Notes$23,687$19,784
9.50% Senior Notes89,067505,020
9.75% Senior Notes495,695—
$608,449$524,804
Assets
Restricted cash and cash equivalents - long-term (1)$9,838$9,735
Commodity derivatives - current—10,147
$9,838$19,882
Liabilities
Commodity derivatives - current$39,477$—

(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.

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 approximates its carrying value because interest rates are variable and reflective of market rates.

Financial instruments recorded at amortized cost at September 30, 2026, were the Senior Notes (Note 6).

At September 30, 2026, the carrying amounts of the 7.75% Senior Notes,9.50% Senior Notes and 9.75% Senior Notes were $24.1 million, $84.5 million and $454.3 million, respectively, which represented the aggregate principal amounts less unamortized debt issuance costs and discounts, and the fair values were $23.7 million, $89.1 million and $495.7 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)2026202520262025
Commodity price derivative loss (gain)$33,733$2,945$113,085$(2,390)
Foreign currency derivative gain(4,505)(879)(7,311)(8,109)
Derivative instruments loss (gain)$29,228$2,066$105,774$(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, 2026, the Company had outstanding commodity price derivative positions in Canada and Colombia 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)
Collar10/01/2612/31/26500WTI CMA—C$70.00C$92.47—
Put Option10/01/2612/31/26500Brent—60.00—4.30
Three Way10/01/2612/31/26500WTI CMAC$60.00C$70.00C$107.00C$1.90
Put Spread10/01/2612/31/265,000Brent45.0055.00—21.64
Three Way10/01/2612/31/269,000Brent50.3360.3372.49—
Three Way01/01/2703/31/273,000Brent58.3371.6789.55—
Natural Gas
Type of InstrumentStart PeriodEnd PeriodVolume,GJ/dayReferenceSold Swap (C$/GJ, Weighted Average)Purchased Put (C$/GJ, Weighted Average)Sold Call(C$/GJ, Weighted Average)
Swap10/01/2612/31/266,739Aeco 5AC$2.71——

Subsequent to the period ended September 30, 2026, the Company entered into the following commodity price derivative positions:

Oil
Type of InstrumentStart PeriodEnd PeriodVolumebbl/dReferenceSold Put ($/bbl Weighted Average)Purchased Put ($/bbl Weighted Average)Sold Call($/bbl Weighted Average)Premium ($/bbl Weighted Average)
Three Way01/01/202703/31/275,000Brent80.0095.00111.00—

Foreign Exchange Risk

The Company is exposed to foreign exchange risk arising from Colombian and Canadian operations predominantly related to operating and transportation costs. Revenue and general and administrative expenses associated with the Company’s Canadian operations are also subject to foreign currency fluctuations. To mitigate exposure to fluctuations in foreign exchange, the Company may enter into foreign currency exchange derivatives.

As at September 30, 2026, the Company had no outstanding foreign currency exchange derivative positions.

  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)2026202520252024
Cash and cash equivalents$141,077$49,089$82,931$103,379
Restricted cash and cash equivalents - current———1,142
Restricted cash and cash equivalents - long-term (1)9,8389,0899,7356,816
$150,915$58,178$92,666$111,337

(1) 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)20262025
Accounts receivable and other long-term assets$(25,590)$2,798
Derivatives7,202—
Prepaids and inventory5,280(2,206)
Oil prepayment131,416—
Accounts payable and accrued liabilities, and other long-term liabilities6,31823,621
Taxes receivable and payable13,892(14,346)
Net changes in assets and liabilities from operating activities$138,518$9,867

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

Nine Months Ended September 30,
(Thousands of U.S. Dollars)20262025
Additions to property, plant and equipment$(130,328)$(203,237)
Decrease in accounts payable and accrued liabilities(16,780)(15,408)
(Increase) decrease in accounts receivable(1,002)490
Net cash additions to property, plant and equipment$(148,110)$(218,155)

The following table provides additional supplemental cash flow disclosures:

Nine Months Ended September 30,
(Thousands of U.S. Dollars)20262025
Cash paid for income taxes$8,111$4,031
Cash paid for withholding taxes$19,551$19,934
Cash paid for interest$42,102$37,589
Non-cash investing activities:
Net liabilities related to property, plant and equipment, end of period$23,909$46,365
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.