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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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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:
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| Indicate by check mark | ||||
| 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On October 9, 2026, Gran Tierra Energy Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to consider and act upon the following matters: (1) to approve the Share Sale and Purchase Agreement (the “Share Purchase Agreement”) among the Company, Gran Tierra Energy International Holdings GmbH, a company organized and existing under the laws of Switzerland, Maurel & Prom Andina S.A.S., a company organized and existing under the laws of France, and Établissements Maurel et Prom S.A., a company organized and existing under the laws of France, and the transactions contemplated thereby (the “Sale”), as such Sale may be considered to constitute the sale of substantially all of the Company’s property and assets within the meaning of Section 271 of the General Corporation Law of the State of Delaware (the “Sale Proposal”), (2) to approve, on an advisory (non-binding) basis, the compensation that may, under certain circumstances, be paid or provided by the Company to its named executive officers in connection with the Share Purchase Agreement and the Sale (the “Compensation Proposal”), and (3) to adjourn the Special Meeting, if necessary or appropriate, in order to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Sale Proposal (the “Adjournment Proposal”). The proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 15, 2026 (the “Proxy Statement”), which is available on the U.S. Securities and Exchange Commission’s website at www.sec.gov.
As of September 14, 2026, the record date for the Special Meeting, 35,380,429 shares of the common stock, par value $0.01 per share, of the Company (the “Common Stock”) were issued and outstanding and entitled to vote at the Special Meeting. A total of 19,390,935 shares, or approximately 54.81% of the issued and outstanding shares of Common Stock entitled to vote, were present or represented by proxy at the Special Meeting, constituting a quorum.
The results of the stockholders’ votes are reported below:
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Votes | |||||
| Sale Proposal |
19,351,115 | 32,492 | 7,328 | — | ||||
| Compensation Proposal |
9,557,007 | 9,658,068 | 175,860 | — | ||||
| Adjournment Proposal |
19,304,196 | 62,742 | 23,997 | — |
Because there were sufficient votes at the time of the Special Meeting to approve the Sale Proposal, a vote on the Adjournment Proposal was not necessary. Consummation of the transactions contemplated by the Share Purchase Agreement is subject to the satisfaction of certain closing conditions, all as set forth in the Share Purchase Agreement and discussed in detail in the Proxy Statement. Assuming satisfaction or waiver of such closing conditions, the Company expects the closing of the Sale to occur by December 31, 2026.
| Item 8.01. | Other Events. |
Also on October 9, 2026, the Company issued a press release announcing that the Company’s stockholders had approved the Share Purchase Agreement and the transactions contemplated thereby, including the Sale, at the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description |
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| 99.1 | Press Release, dated October 9, 2026. | |
| 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 9, 2026 | GRAN TIERRA ENERGY INC. | |||||
| By: | /s/ Ryan Ellson |
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| Name: Ryan Ellson | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
Gran Tierra Energy Inc. Stockholders Approve Sale of Colombian and Ecuadorian Businesses
CALGARY, Alberta - October 9, 2026 (GLOBE NEWSWIRE) - Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE)(TSX:GTE)(LSE:GTE) today announced that its stockholders have approved the previously announced sale of Gran Tierra’s Colombian and Ecuadorian businesses to Maurel & Prom for total consideration of approximately US$1.33 billion, including the assumption of debt and subject to adjustment (the “Sale”). The vote took place at the Company’s special meeting of stockholders held on October 9, 2026 (the “Special Meeting”). The Sale is to be effected pursuant to the Share Sale and Purchase Agreement entered into on August 5, 2026 (the “Share Purchase Agreement”). Gran Tierra expects to receive total net cash proceeds from the Sale of approximately US$315 million, of which approximately US$250 million is payable on closing and approximately US$65 million is payable 364 days thereafter.
“We thank our stockholders for their support of the Sale,” said Gary Guidry, President and Chief Executive Officer of Gran Tierra. “Today’s approval moves us a step closer to closing a transaction that realizes value for our Colombian and Ecuadorian businesses. On closing, Gran Tierra expects to be debt free, with the flexibility to return capital to stockholders and fund our Canadian and Azerbaijan portfolios.”
Special Meeting Results: Based on the final report of the independent inspector of election, the voting results for each of the proposals considered at the Special Meeting are set out below. Final voting results will also be reported in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
| Proposal |
For | Against | Abstain | Broker Non-Votes |
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| 1. Approval of the Sale |
19,351,115 | 32,492 | 7,328 | 0 | ||||||||||||
| 2. Advisory Non-Binding Approval of Sale-Related Named Executive Officer Compensation |
9,557,007 | 9,658,068 | 175,860 | 0 | ||||||||||||
| 3. Adjournment of the Special Meeting |
19,304,196 | 62,742 | 23,997 | 0 | ||||||||||||
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Closing of the Sale: With stockholder approval and the requisite consents of the holders of the Company’s 9.750% Senior Secured Amortizing Notes due 2031 now obtained, the remaining conditions to closing include the regulatory approvals in Colombia and Ecuador and other customary closing conditions. Completion of the Sale remains subject to the satisfaction or waiver of these and the other closing conditions set out in the Share Purchase Agreement, as described in the Company’s definitive proxy statement filed on September 15, 2026. Gran Tierra continues to target closing of the Sale on or about December 31, 2026. As previously announced, the Company expects to use a portion of the net cash proceeds from the Sale to return capital to stockholders through a share repurchase, the structure, size and terms of which will be determined by the Board of Directors and announced separately. Any share repurchase is conditional on completion of the Sale.
Contact Information
For investor and media inquiries please contact:
Gary Guidry, Chief Executive Officer
Ryan Ellson, Executive Vice President & Chief Financial Officer
(403) 265-3221
info@grantierra.com
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 the operator of, and holds a 65% working interest in, an onshore exploration, development and production sharing agreement in Azerbaijan. Upon completion of the Sale, the Company’s operations will be focused on Canada and Azerbaijan, and the Company 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 SEC are available on the SEC website at http://www.sec.gov. Gran Tierra’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.
Forward-Looking Statements and Legal Advisories
This press release contains opinions, forecasts, projections and other statements about future events or results that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and financial outlook and forward-looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”). Forward-looking statements may be identified by words such as “anticipate,” “believe,” “expect,” “intend,” “plan,” “will,” “may,” “should,” “could,” “estimate,” “forecast,” “target,” “potential” and similar expressions. Such forward-looking statements include, but are not limited to, statements regarding the Sale, the timing and completion of the Sale, the satisfaction or waiver of the remaining conditions to closing, including receipt of the required regulatory approvals in Colombia and Ecuador, the Company’s expected net cash proceeds from the Sale, the Company’s intention to return capital to stockholders through a share repurchase, the Company’s expected financial position following completion of the Sale, and the Company’s plans and expectations for its Azerbaijan and Canadian portfolios following completion of the Sale.
The forward-looking statements contained in this press release reflect several material factors, expectations and assumptions of Gran Tierra. These include, without limitation, that the required regulatory and other approvals for the Sale will be obtained, that the other conditions to completion of the Sale will be satisfied or waived, that the parties will perform their respective obligations under the Share Purchase Agreement, that no event or circumstance will occur that would result in the termination of the Share Purchase Agreement, that the Sale will be completed on the anticipated terms and timeline, that the net proceeds of the Sale will be applied to repay substantially all of the Company’s outstanding indebtedness, that transaction costs and taxes will be consistent with the Company’s expectations, and that Gran Tierra will continue to conduct its operations in a manner consistent with its current expectations. Gran Tierra believes that the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time, but no assurance can be given that they will prove to be correct.
Important factors could cause actual results to differ materially from those indicated by the forward-looking statements. Risks relating to the Sale include the possibility that the required regulatory or other approvals are not obtained, the possibility that other conditions to completion are not satisfied or waived, delays in completing or the failure to complete the Sale, and the risk that the Share Purchase Agreement is terminated in circumstances requiring Gran Tierra to pay a termination fee or bear other costs. They also include the amount and timing of transaction-related costs, potential adjustments to the consideration, the risk that the net cash proceeds from the Sale are lower than expected, the risk that the Board of Directors determines not to proceed with, or to modify, any share repurchase, risks relating to the form, timing and receipt of the transaction consideration, the effect of the pendency of the Sale on Gran Tierra’s business, operations, employees, counterparties and relationships, restrictions imposed on Gran Tierra’s business under the Share Purchase Agreement while the Sale is pending, and potential litigation relating to the Sale. Other risks include risks relating to the Company’s exploration, development and production activities in Azerbaijan and Canada, volatility in commodity prices, market conditions and the trading price of Gran Tierra’s common stock or senior notes, and the risk factors detailed from time to time in Gran Tierra’s periodic reports filed with the SEC, including under the caption “Risk Factors” in Gran Tierra’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and in the definitive proxy statement filed on September 15, 2026. These filings are available on the SEC’s website at www.sec.gov and on SEDAR+ at www.sedarplus.ca.
The forward-looking statements contained in this press release are based on information available to Gran Tierra as of the date of this press release and speak only as of such date. Gran Tierra disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.