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
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| 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 | ||