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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 30, 2025
GRAN TIERRA ENERGY INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-34018 | 98-0479924 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
500 Centre Street S.E.
Calgary, Alberta,
Canada
T2G 1A6
(Address of Principal Executive Offices)
(Zip Code)
(403) 265-3221
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | GTE |
NYSE American Toronto Stock Exchange London Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Offices |
(d) On September 30, 2025, the Board of Directors (the “Board”) of Gran Tierra Energy Inc. (“Gran Tierra”) appointed Brad Virbitsky as a director and as a member of the Health, Safety & Environment Committee and Reserves Committee, effective September 30, 2025.
Mr. Virbitsky is a Partner and Portfolio Manager at Equinox Partners Investment Management LLC, a global asset management company, which currently owns approximately 14.4% of Gran Tierra’s issued and outstanding shares of common stock.
Mr. Virbitsky will be compensated for his service as provided under the Board’s existing non-employee director compensation program, described in Gran Tierra’s Schedule 14A for its 2025 Annual Meeting of Stockholders. Gran Tierra also entered into its standard form of indemnity agreement with Mr. Virbitsky.
There are no arrangements or understandings between Mr. Virbitsky and any other persons pursuant to which he was selected to serve as a director; he has no family relationships with any of Gran Tierra’s directors or executive officers; and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure |
A copy of the press release announcing Mr. Virbitsky’s appointment is attached as Exhibit 99.1 to this Current Report on Form 8-K and is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 shall not be incorporated by reference into future filings under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release issued on September 30, 2025, announcing appointment of a new director. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 3, 2025 | GRAN TIERRA ENERGY INC. | ||
| By: | /s/ Ryan Ellson | ||
| Name: | Ryan Ellson | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
Exhibit 99.1
Gran Tierra Energy Inc. Appoints New Director
CALGARY, Alberta – September 30, 2025 (GLOBE NEWSWIRE) – Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE)(TSX:GTE)(LSE:GTE) is pleased to announce the appointment of Brad Virbitsky to the Company’s Board of Directors as an independent director, effective September 30, 2025.
Mr. Virbitsky is a portfolio manager and partner at Equinox Partners LLC, a Connecticut-based investment firm with over 30 years of history in natural resources and emerging markets. Mr. Virbitsky has over a decade of experience working with management teams and boards to advise on long-term corporate and financial strategies. He has developed deep expertise in the global energy sector and has traveled extensively through the emerging markets conducting due diligence and assessing investment opportunities.
In addition to his role at Equinox, Mr. Virbitsky has served as a director of Crew Energy, where he represented Equinox’s significant investment and participated in the governance and audit committees, as well as the process that resulted in the successful sale of Crew to Tourmaline at a 70% premium through an all-stock corporate transaction. He also currently serves on the board of Canadian Premium Sand.
Mr. Virbitsky earned a Bachelor of Arts in Philosophy with Honors from Princeton University, where he also obtained a Certificate in Finance from the Bendheim Center. He has also completed additional professional development including S&P valuation courses and oil and gas reserve analysis training with Sproule.
Gran Tierra’s Board Chair Robert Hodgins stated:
“We are very pleased to welcome Brad Virbitsky to Gran Tierra’s Board of Directors. He brings deep expertise in global energy markets, investment strategy, and corporate governance, developed through extensive experience working with companies across multiple regions and sectors. We believe Brad’s insights and perspectives will be highly valuable to the Board as we continue to advance Gran Tierra’s strategy and create long-term shareholder value.”
About Gran Tierra Energy Inc.
Gran Tierra Energy Inc., together with its subsidiaries, is an independent international energy company currently focused on oil and natural gas exploration and production in Canada, Colombia and Ecuador. The Company is currently developing its existing portfolio of assets in Canada, Colombia and Ecuador and will continue to pursue additional new growth opportunities that would further strengthen the Company’s portfolio. The Company’s common stock trades on the NYSE American, the Toronto Stock Exchange and the London Stock Exchange under the ticker symbol GTE. Additional information concerning Gran Tierra is available at www.grantierra.com. Except to the extent expressly stated otherwise, information on the Company’s website or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this press release. Investor inquiries may be directed to info@grantierra.com or (403) 265-3221.
Gran Tierra’s filings with the U.S. Securities and Exchange Commission (the “SEC”) are available on the SEC website at http://www.sec.gov. The Company’s Canadian securities regulatory filings are available on SEDAR+ at http://www.sedarplus.ca and UK regulatory filings are available on the National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Contact Information
For investor and media inquiries please contact:
Gary Guidry
President & Chief Executive Officer
Ryan Ellson
Executive Vice President & Chief Financial Officer
+1-403-265-3221
info@grantierra.com