DEF 14A

Other Public Board Directorships

Committee Position(s)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Gran Tierra Energy Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

TO OUR STOCKHOLDERS,

We invite you to attend the Annual Meeting of Gran Tierra Energy Inc., (“Gran Tierra” or the “Company”) which will be on May 8, 2026, at 10:00 a.m. Mountain Time. This year’s Annual Meeting will be a virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting of Stockholders online, vote your shares electronically and submit your questions during the meeting by visiting

https://meetings.lumiconnect.com/400-401-359-207.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement describes the business to be conducted at the Annual Meeting. Whether or not you plan to attend the Annual Meeting of Stockholders, we urge you to submit your vote via the internet or mail.

The strength of Gran Tierra Energy rests on the quality, longevity and flexibility of our asset base, and our 2025 year-end reserves and resources results reinforce that foundation. Exploration success and strong operating performance delivered greater than 100% reserve replacement in South America on both a proved developed producing and proved plus probable (2P) basis. We ended 2025 with 2P reserves of 258 MMBOE. In addition to these reserves, our portfolio contains significant development and exploration potential across Canada, Colombia and Ecuador. Opportunities associated with the Hoadley Glauconitic project and multiple exploration prospects across our acreage position provide substantial running room for future reserve additions as activity progresses.

Today, Gran Tierra operates a geographically diversified portfolio spanning three countries on two continents. Our South American reserves base continues to be underpinned by material new discoveries in multi-zone, waterfloodable reservoirs. Colombia remains a core cash flow anchor, providing consistent production, experienced personnel, and a disciplined operating approach developed over decades of activity. The Company’s strategic acquisition in Ecuador of the Perico and Espejo blocks added scale and high-quality inventory, enabling coordinated development across adjacent blocks and enhancing long-term development optionality. Our presence in Western Canada complements the portfolio by adding stable, low-decline production and meaningful option value to North American natural gas, and contributing technical expertise that enhances performance across the organization.

Operating across multiple jurisdictions requires consistent standards, and our commitment to safe and responsible operations remains foundational across the portfolio. Our operational excellence culture is reflected in our safety performance. During 2025, our teams surpassed 37.2 million person-hours worked without a Lost Time Incident, an accomplishment that highlights our belief that safety is a shared responsibility. Protecting our people is fundamental to how we operate, and we remain committed to ensuring safety is fully embedded across all activities.

Our Beyond Compliance philosophy extends beyond the worksite and into the environments and areas where we operate This is demonstrated through NaturAmazonas, our flagship program which launched in 2017. The initiative has evolved into an integrated conservation and economic development platform supporting more than 800 local families in deforestation-free cacao farming and training over 420 local beekeepers in sustainable honey production. The Company also opened the Acordionero Forestry Centre in El Cairo, Cesar, Colombia, where nearly 11,000 native trees have been planted and approximately 9,000 plants are produced each month. The facility also includes a solar-powered closed-loop aquaponics system that reduces water use by more than 90%.

While these efforts demonstrate how we create value in the regions where we operation, 2025 also marked significant progress in strengthening Gran Tierra’s financial foundation. Our performance in 2025 positioned us to further strengthen our balance sheet and demonstrates clear market confidence in Gran Tierra. The exchange of our 9.5% Senior Secured Amortizing Notes due 2029, with approximately 89% participation, reflects meaningful bondholder support for Gran Tierra and its strategic direction. Along with the prepayment facility, these actions materially enhance our liquidity position as we enter into 2026.

Gran Tierra approaches 2026 from a position of greater financial strength, supported by a broad range of both development and exploration prospects, and a well-balanced portfolio designed to sustain production and enable continued expansion. The year’s performance highlights how disciplined capital allocation, consistent operational performance, and meaningful environmental stewardship work together to create durable value. In 2026, Gran Tierra is focused on maximizing free cash flow and accelerating deleveraging, while maintaining disciplined capital allocation. With a resilient asset foundation and collaborative relationships in our operating areas, we are positioned to maintain dependable results while further progressing our commitments to safety, sustainability, and returns for stockholders.

On behalf of the Board of Directors and our leadership team, thank you for your continued support and confidence in Gran Tierra Energy. We look forward to discussing our achievements and future plans with you at the 2026 Annual General Meeting.

On behalf of our Board of Directors and the Gran Tierra team, I want to thank all our stakeholders for their continued support.

Sincerely,

/s/ Gary S. Guidry

President and Chief Executive Officer

March 17, 2026

GRAN TIERRA ENERGY INC.

500 Centre Street SE

Calgary, Alberta, Canada T2P 1A6

(403) 265-3221

Notice Of Meeting

Annual Meeting of the Stockholders of Gran Tierra Energy Inc.

LOGO

Date:

Friday, May 8, 2026

LOGO

Time:

10:00 a.m.
(Mountain Time)

LOGO

Location:

Virtual-only meeting via live webcast online at
https://meetings.lumiconnect.com/400-401-359-207

The business of the meeting is to:

1.	Elect the five nominees specified in the accompanying proxy statement to serve as directors.

2.	Ratify the appointment of KPMG LLP as Gran Tierra’s independent registered public accounting firm for 2026.

3.	Approve, on an advisory basis, the compensation of Gran Tierra’s named executive officers as disclosed in the accompanying proxy statement.

4.	Conduct any other business properly brought before the meeting and any adjournments and postponements thereof.

These items of business are more fully described in the proxy statement accompanying this notice.

This notice and the attached proxy statement are first being mailed to our stockholders beginning on or about March 17, 2026. Holders of shares on March 13, 2026, the record date, are entitled to notice of, and to vote at, our meeting or any adjournment or postponement thereof.

Gran Tierra will be holding its annual meeting in a virtual-only format by way of webcast accessed at https://meetings.lumiconnect.com/400-401-359-207 and no physical or in-person meeting will be held. A virtual-only meeting will provide all stockholders an equal opportunity to participate at the annual meeting regardless of their geographic location or the particular constraints, circumstances or risks they may be facing. Stockholders will be able to attend the annual meeting online and vote their shares electronically and submit questions during the meeting.

If you are a registered stockholder, to attend the annual meeting and vote your shares electronically and submit questions during the meeting, you will need the control number included on the Notice of Internet Availability of Proxy Materials or proxy card that accompanied your proxy materials. If you are the beneficial owner of shares held in “street name”, and wish to attend the meeting insert your name in the blank space included in the proxy form provided by your broker or other agent and submit such proxy form to your broker or other agent prior to the voting deadline to vote your shares and submit questions during the meeting. In addition you must also register your appointment (of your broker or other agent) by emailing appointee@odysseytrust.com no later than the voting deadline and provide Odyssey with your name, email, number of shares appointed and name of broker or other agent where shares are held, so that Odyssey may email the appointee their control number.

We are using the “Notice and Access” method of providing proxy materials to our stockholders which provides our stockholders with a convenient way to access the proxy materials and vote, while allowing us to lower the costs of printing and distributing the proxy materials and reduce the environmental impact of our meeting. We will mail to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) in lieu of a paper copy of our proxy materials. Stockholders receiving the Notice may review the proxy materials online or request a paper copy by following the instructions set forth in the Notice.

Please submit your proxy or voting instructions on the Internet or by telephone promptly by following the instructions about how to view the proxy materials on your Notice of Internet Availability of Proxy Materials so that your shares can be voted, regardless of whether you expect to attend the annual meeting. If you received your proxy materials by mail, you may submit your proxy or voting instructions on the Internet or you may submit your proxy by marking, dating, signing and returning the enclosed proxy/confidential voting instruction card. If you attend the annual meeting, you may withdraw your proxy and vote at the annual meeting.

By order of the Board of Directors

/s/ Gary S. Guidry

Gary S. Guidry

President and Chief Executive Officer

Calgary, Alberta, Canada

March 17, 2026

Proxy Statement Table of Contents



	Page

PROXY STATEMENT SUMMARY		1



QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2026 ANNUAL MEETING		4



PROPOSAL 1: ELECTION OF DIRECTORS		9

Nominees for Director		10

The Board’s Role and Responsibilities		16

Board Structure and Processes		18

Information Regarding Committees of the Board of Directors		20

Director Compensation		23



PROPOSAL 2: RATIFICATION OF APPOINTMENT OF SELECTION OF INDEPENDENT AUDITORS		26

Report of the Audit Committee		26

Principal Accountant Fees and Services		27



PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		29

Security Ownership of Certain Beneficial Owners and Management		29

Executive Officers		31



	Page

EXECUTIVE COMPENSATION		32

Summary Compensation Table		42

2025 Grants of Plan-Based Awards		43

Outstanding Equity Awards at December 31, 2025		44

2025 Option Exercises and Stock Vested		45

Estimated Potential Payments		47



PAY VS PERFORMANCE DISCLOSURE		48



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		52



STOCKHOLDER PROPOSALS		52



HOUSEHOLDING OF PROXY MATERIALS		53



OTHER MATTERS		53

Proxy Statement Summary

This summary highlights information contained elsewhere within this proxy statement. You should read the entire proxy statement carefully and consider all information before voting. Page references are supplied to help you find further information in this proxy statement. This summary does not contain all of the information you should consider, and we encourage you to read the entire proxy statement before voting.

References to “we”, “us”, “our”, “Gran Tierra” or the “Company” are to Gran Tierra Energy Inc.

This proxy statement is first being mailed to our stockholders beginning on or about March 17, 2026. Holders of shares on March 13, 2026, the record date, are entitled to notice of, and to vote at, our meeting or any adjournment thereof.

Important Notice Regarding the Availability of Materials for the 2026 Annual Meeting of Stockholders to be Held on May 8, 2026: The proxy statement and our Annual Report for the fiscal year ended December 31, 2025 are available free of charge at https://www.grantierra.com/events/2026-annual-meeting/.

2026 Annual Meeting of Stockholders

LOGO

Date:

May 8, 2026

LOGO

Time:

10:00 a.m.
(Mountain Time)

LOGO

Location:

Virtual-only meeting via live webcast online at

https://meetings.lumiconnect.com/
400-401-359-207

LOGO

Record Date:

March 13, 2026

Voting Matters and Board Recommendations



Voting Matter		Board Vote Recommendation

Proposal 1: Election of Directors (page 9) The Board and the Nominating and Corporate Governance Committee believe that each of the director nominees possesses the necessary qualifications and skills to provide effective oversight of the business and quality advice and counsel to our management team.		FOR each nominee

Proposal 2: Ratification of Selection of Independent Auditors (page 26) The Board and the Audit Committee believe that the retention of KPMG LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2026 is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of the independent registered public accounting firm.		FOR

Proposal 3: Advisory Vote to Approve Named Executive Officer Compensation (page 29) The Company seeks a non-binding advisory vote from its stockholders to approve the compensation of its named executive officers as described in the Executive Compensation section beginning on page 32 and ending on page 47. Our executive compensation program reflects our philosophy of aligning executive compensation with the interests of our stockholders and a commitment to pay for performance.		FOR



Gran Tierra Energy 2026 Proxy Statement		1

PROXY STATEMENT SUMMARY

Director Nominees

The following table provides summary information about each director nominee. See pages 10 to 14 for more information.



Director Nominee	Director Since		Age	Committees

Robert B. Hodgins Chairman		2015	74	• Audit Committee • Compensation Committee • Nominating and Corporate Governance Committee • Health, Safety and Environment Committee • Reserves Committee

Gary S. Guidry President and Chief Executive Officer		2015	70

Alison M. Redford		2021	61	• Audit Committee • Nominating and Corporate Governance Committee • Compensation Committee • Health, Safety and Environment Committee

Ronald W. Royal		2015	77	• Audit Committee • Health, Safety & Environment Committee • Reserves Committee

Brooke Wade		2015	72	• Audit Committee • Compensation Committee • Nominating and Corporate Governance Committee • Reserves Committee



2		Gran Tierra Energy 2026 Proxy Statement

PROXY STATEMENT SUMMARY

Corporate Governance

We are committed to good corporate governance practices, which promote the long-term interests of our stockholders and strengthens our Board and management accountability.

Highlights of our corporate governance practices include the following:

✓

Independent Board Chair

✓

4 of 5 director nominees are independent

✓

Annual elections of all directors

✓

Majority voting for directors with resignation policy

✓

100% independent Committee members

✓

Annual self-evaluation of the Board and Committees

✓

Stock ownership guidelines for directors and officers

✓

No tax gross-up provisions in any new executive agreements (currently only applies to Chief Executive Officer in order to be equalized to Canadian colleagues)

✓

Policy prohibiting speculative trading of the Company’s stock

✓

Limited trading windows

✓

Clawback policy

✓

Stockholders may call special meetings of stockholders

✓

No stockholder rights (“poison pill”) or similar plan

✓

Regular executive sessions of independent directors

✓

Stockholders have the right to fill director vacancies caused by director removal

Executive Compensation Highlights

Our compensation philosophy and programs are based on the following core principles:

•

attract and retain highly capable individuals and offer competitive compensation opportunities,

•

pay for performance, and

•

align the interests of management with our stockholders.

Our equity compensation program is designed to be aligned with the interests of our stockholders and focuses on pay-for-performance:

•

The majority of 2025 executive compensation is considered to be “at risk” because its value is based on specific performance criteria and/or stock price appreciation and payout is not guaranteed.

•

In 2025, 80% of the value of equity awards granted to the Named Executive Officers (“NEOs”) consisted of performance stock units (“PSUs”) and 20% consisted of restricted stock units (“RSUs”).

•

The target for total compensation for each of our NEOs is approximately the 50^th percentile as compared to the Company’s compensation peer group.



Gran Tierra Energy 2026 Proxy Statement		3

Questions and Answers About the Proxy Materials

and 2026 Annual Meeting

Why am I receiving these materials?

We are sending you these proxy materials because the Board of Directors (the “Board”) of Gran Tierra Energy Inc., a Delaware corporation (“Gran Tierra” or the “Company”), is soliciting your proxy to vote at the 2026 annual meeting of stockholders, including at any adjournments or postponements of the annual meeting. You are invited to attend the annual meeting, which is being held in a virtual-only format by way of webcast accessed at https://meetings.lumiconnect.com/400-401-359-207, to vote on the proposals described in this proxy statement. However, you do not need to attend the annual meeting to vote your shares. Instead, if you are a stockholder of record of our common stock, you may simply complete, sign and return the proxy card if you received a paper copy of our proxy materials, or follow the instructions below to submit your proxy through the internet. See “How do I vote” below for further information on how to vote, including if you hold our common stock through a broker in “street name” or hold exchangeable shares.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. We are sending to our stockholders of record the proxy materials, including this proxy statement and an annual report, or a Notice Regarding the Availability of Proxy Materials (the “Notice”). We intend that our stockholders who hold their stock in “street name” will receive a Notice from their broker, bank or other agent in which they hold the stock in “street name,” unless they have specified otherwise. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the proxy materials and Notice beginning on or about March 17, 2026 to all stockholders of record entitled to vote at the annual meeting. We expect that the Notice will be sent to stockholders who hold their stock in “street name” on or about this same date.

How do I attend the annual meeting?

The annual meeting will be held on Friday, May 8, 2026, at 10:00 a.m. (Mountain time) and will be held solely by remote communication, in a virtual-only format.

Instructions to Attend Online Meeting

•

Log in online at https://meetings.lumiconnect.com/400-401-359-207. The Meeting ID is 400-401-359-207. We recommend that you log in 15 minutes before the annual meeting starts.

•

Enter the control number found on the form of proxy or Notice, as applicable, into the Stockholder login section.

•

Enter the password: grantierra26

•

If you are a proxyholder, enter the credentials provided by Odyssey Trust Company

•

If you are a guest, complete the Guest login information.

Who can vote at the annual meeting?

Only stockholders of record at the close of business on March 13, 2026, will be entitled to vote at the annual meeting. On this record date, there were 35,298,774 shares of common stock outstanding and entitled to vote.

A list of stockholders of record will be made available for ten days before the annual meeting at the Company’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the annual meeting and during the meeting to stockholders upon request via email to: info@grantierra.com, subject to satisfactory verification of status as a stockholder of record. Additionally, the list of stockholders of record shall be available for examination by stockholders during the annual meeting.



4		Gran Tierra Energy 2026 Proxy Statement

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2026 ANNUAL MEETING

Stockholders of Record: Shares Registered in Your Name

If at the close of business on March 13, 2026, your shares were registered directly in your name with Gran Tierra’s transfer agent, Odyssey Trust Company, then you are a stockholder of record. Registered stockholders will receive a proxy form containing the relevant details concerning the business of the meeting, including a control number required to access the virtual annual meeting.

Whether or not you plan to attend the annual meeting, we urge you to fill out and return the proxy or vote by proxy by telephone or on the internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If at the close of business on March 13, 2026, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice, and/or these proxy materials if you have received them, are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the annual meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the annual meeting. However, since you are not the stockholder of record, you may not vote your shares electronically or submit questions at the annual meeting unless you request and obtain a valid proxy from your broker or other agent. See “How Do I Vote? - Beneficial Owner: Shares Registered in the Name of Broker or Bank” below for additional information about attending and participating in the annual meeting.

What am I voting on?

There are three matters scheduled for a vote:

1.	Election of five nominees named in the proxy statement to serve on the Board until the next annual meeting and until their respective successors are duly elected and qualified;

2.	Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for 2026; and

3.	Approval, on an advisory basis, of the compensation of Gran Tierra’s named executive officers, as disclosed in this proxy statement.

What if another matter is properly brought before the annual meeting?

The Board knows of no other matters that will be presented for consideration at the annual meeting. If any other matters are properly brought before the annual meeting or any adjournment or postponement thereof, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

Will I be able to submit questions during the virtual annual meeting?

Stockholders will be able to submit questions through the virtual meeting website. Questions pertinent to meeting matters that comply with the meeting rules of conduct will be answered during the meeting, subject to time constraints. However, we reserve the right to exclude questions that are not pertinent to meeting matters, irrelevant to the business of the Company, derogatory or in bad taste, or relate to pending or threatened litigation, personal grievances or are otherwise inappropriate. Questions that are substantially similar may be grouped and answered once to avoid repetition.

How do I vote?

You may either vote “For” or “Against” or abstain from voting with respect to each nominee to the Board and each of the other matters to be voted on.

Stockholders of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote electronically at the annual meeting, vote by proxy on the internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the annual meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the annual meeting and vote electronically even if you have already voted by proxy.

•

To vote electronically during the meeting, once you have logged into the annual meeting, you will be able to vote your shares electronically by clicking on the “Cast Your Vote” link on the meeting center site. It is important that you remain connected to the internet at all times during the annual meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the annual meeting.



Gran Tierra Energy 2026 Proxy Statement		5

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2026 ANNUAL MEETING

•

To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us by 10:00 a.m. (Mountain time) on May 7, 2026, we will vote your shares as you direct.

To vote on the internet, go to https://vote.odysseytrust.com and follow the on-screen instructions. You will need the control number located on the Notice or Form of Proxy to access the voting site. Your internet vote must be received by 10:00 a.m. (Mountain time) on May 7, 2026, to be counted. The Chair of the Meeting reserves the right to accept late proxies and may waive or extend the proxy cut-off, with or without notice, but is under no obligation to accept or reject any particular late proxy.

We provide the option for internet proxy voting to allow you to vote your shares, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions, or these proxy materials and an annual report and form of proxy, from that organization rather than from Gran Tierra. Simply follow the voting instructions you receive from your broker, bank, or other agent to ensure that your vote is counted. If you have received these proxy materials and voting instructions therein, simply complete and mail the voting instructions to ensure that your vote is counted. Alternatively, if permitted by your broker or bank, you may vote by telephone or on the internet as instructed by your broker, bank or other agent. To vote electronically during the annual meeting, you must obtain a valid proxy from your broker, bank, or other agent and appoint yourself as a proxyholder. Follow the instructions from your broker, bank, or other agent included with these proxy materials, or contact your broker, bank, or other agent to request a proxy form. In addition you must also register your appointment (of your broker or other agent) by emailing appointee@odysseytrust.com no later than the voting deadline and provide Odyssey with your name, email, number of shares appointed and name of your broker or other agent where shares are held, so that Odyssey may email the appointee their control number.

A stockholder has the right to appoint a person or entity (who need not be a stockholder) to attend and act for him/her on his/her behalf at the meeting other than the persons named in the enclosed instrument of Proxy. Stockholders who wish to appoint a third party proxyholder to represent them at the online meeting must submit their proxy or voting instruction form (if applicable) prior to registering your proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Username to participate in the meeting. To register a proxyholder, stockholders MUST email appointee@odysseytrust.com and provide Odyssey Trust Company with their proxyholder’s contact information, including email address of appointee, amount of shares appointed and the name of broker or other agent where shares are held, so that Odyssey Trust Company may provide the proxyholder with a control number via email. Requests for registration must be received by Odyssey Trust Company no later than 10:00 a.m. (Mountain Time), on Thursday, May 7, 2026. You will receive a confirmation of your registration by email after Odyssey Trust Company receives your registration materials. At the time of the meeting, go to https://meetings.lumiconnect.com/400-401-359-207 and enter your control number and the meeting password, grantierra26.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of March 13, 2026. Cumulative voting is not permitted.

What if I return a proxy card or otherwise vote but do not make specific choices?

Stockholder of Record; Shares Registered in Your Name

If you are a holder of record and return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all five nominees for director, “For” the ratification of the selection of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026, “For” the advisory vote to approve named executive officer compensation. If any other matter is properly presented at the annual meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.



6		Gran Tierra Energy 2026 Proxy Statement

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2026 ANNUAL MEETING

Beneficial Owner; Shares Registered in the Name of a Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, and you do not provide the broker or other nominee that holds your shares with voting instructions, your broker or other nominee is not permitted to vote on certain proposals and may elect not to vote on any of the other proposals unless you provide voting instructions. See “What are ‘broker non-votes’ and ‘abstentions’?” below. We encourage you to provide voting instructions to the organization that holds your shares to ensure that your vote is counted on all three proposals.

What happens if I do not vote?

Stockholder of Record; Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card, over the internet or at the annual meeting, your shares will not be voted.

Beneficial Owner; Shares Registered in the Name of a Broker or Bank

If you hold your shares in “street name,” you will receive instructions from your broker, bank or other nominee describing how to vote your shares. If you do not instruct your broker, bank or other nominee how to vote your shares, they are not permitted to vote on certain proposals and may elect not to vote on any of the other proposals unless you provide voting instructions. See “What are ‘broker non-votes’ and ‘abstentions’?” below.

Abstentions occur when stockholders are present at the annual meeting but voluntarily abstain on any of the matters upon which the stockholders are voting.

What does it mean if I receive more than one Notice or more than one set of proxy materials?

If you receive more than one Notice or more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices or the instructions on the proxy cards in the proxy materials to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record; Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the annual meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•

You may submit another properly completed proxy card with a later date, or vote again on the internet;

•

You may send a timely written notice that you are revoking your proxy to Gran Tierra’s Corporate Secretary at 500 Centre Street S.E., Calgary, Alberta, Canada T2G 1A6; or

•

You may attend the annual meeting and vote. Simply attending the annual meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or internet proxy is the one that is counted and must be received by 10:00 a.m. (Mountain time) on May 7, 2026, to be counted. The Chair of the Meeting reserves the right to accept late proxies and may waive or extend the proxy cut-off, with or without notice, but is under no obligation to accept or reject any particular late proxy.

Beneficial Owner; Shares Registered in the Name of a Broker or Bank

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

How are votes counted?

Votes will be counted by the inspector of election appointed for the annual meeting, who will separately count, for the proposal to elect directors and the other proposals, votes “For,” “Against,” abstentions and, if applicable, broker non-votes. Broker non-votes have no effect and will not be counted towards the vote total for any proposal.



Gran Tierra Energy 2026 Proxy Statement		7

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND 2026 ANNUAL MEETING

What are “broker non-votes” and “abstentions”?

If you are a beneficial owner of shares held in “street name” and do not provide the organization that holds your shares with specific voting instructions, under certain securities exchange rules, the organization that holds your shares is not permitted to vote on certain matters, including the election of directors, and may determine not to vote your shares at all. In order to ensure that your shares are voted on all matters presented at the annual meeting, we encourage you to provide voting instructions in advance of the meeting, regardless of whether you intend to attend the annual meeting. If you do not provide voting instructions and the organization that holds your shares elects to vote your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the organization does not vote.

Abstentions occur when you provide voting instructions but instruct the broker to abstain from voting on a particular matter instead of voting for or against the matter.

How many votes are needed to approve each proposal?

•

Proposal No. 1, the election of directors: our bylaws provide for a majority voting standard for the election of directors in uncontested elections, which is generally defined as an election in which the number of nominees does not exceed the number of directors to be elected at the meeting. Because this is an uncontested election, each director shall be elected by the vote of a majority of the votes cast at a meeting of stockholders at which a quorum is present. A “majority of the votes cast” means that the number of shares voted “For” a director nominee must exceed the number of votes cast “Against” that director nominee. For these purposes, abstentions and broker non-votes will not count as a vote “For” or “Against” a nominee’s election and will have no effect in determining whether a director nominee has received a majority of the votes cast. If an incumbent director is not elected by a majority of the votes cast, the incumbent director must promptly tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the director’s resignation or whether other action should be taken. The Board will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision within 90 days from the date of the certification of the election results.

•

Proposal No. 2, the ratification of the appointment of KPMG LLP as Gran Tierra’s independent registered public accounting firm for 2026, will be approved if it receives the affirmative vote of shares representing a majority of the votes present or represented by proxy at the meeting and entitled to vote on the matter. Abstentions will have the same effect as a vote “Against”. Broker non-votes, if any, will have no effect.

•

Proposal No. 3, the advisory vote to approve named executive officer compensation, as disclosed in this proxy statement, will be approved if it receives the affirmative vote of shares representing a majority of the votes present or represented by proxy at the meeting and entitled to vote on the matter. Abstentions will have the same effect as a vote “Against”. Broker non-votes, if any, will have no effect.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding outstanding shares of Gran Tierra’s capital stock representing at least one-third of the total number of votes that may be cast at the annual meeting are present at the annual meeting or represented by proxy. On the record date, there were 35,298,774 votes that could be cast. Thus, holders of outstanding shares representing at least 11,754,493 votes must be present virtually or represented by proxy at the annual meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote at the annual meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the Chair of the annual meeting or the holders of a majority of shares present at the annual meeting or represented by proxy must adjourn the annual meeting to another date.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the annual meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the annual meeting.

What proxy materials are available on the internet?

The notice of meeting, proxy statement and annual report to stockholders are available to view on Gran Tierra’s website at: https://www.grantierra.com/events/2026-annual-meeting/

See “How do I vote?” above for voting instructions.



8		Gran Tierra Energy 2026 Proxy Statement

Corporate Governance And Board Matters

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors is nominating the five individuals identified below for election as directors. Unless you specify differently, proxies received will be voted FOR each of Robert B. Hodgins, Gary S. Guidry, Alison M. Redford, Ronald W. Royal and Brooke Wade. Each director to be elected and qualified will hold office until the next annual meeting of stockholders and until his or her successor is elected, or, if sooner, until the director’s death, resignation or removal. Each of the nominees listed below is currently a director of Gran Tierra. Each of the nominees was last elected at the 2025 annual meeting of stockholders. It is Gran Tierra’s policy to invite nominees for directors to attend the annual meeting and all of the Directors in office at the time, attended the 2025 annual meeting of stockholders.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the five nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Gran Tierra.



Gran Tierra Energy 2026 Proxy Statement		9

PROPOSAL 1: ELECTION OF DIRECTORS

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES NAMED BELOW.

NOMINEES FOR DIRECTOR

ROBERT B. HODGINS

Age: 74

Calgary, Alberta, Canada

Director since May 2015

Director and Independent Businessman

Stockholder approval rating at the 2025 Gran Tierra annual meeting: 94.7%

Mr. Hodgins has been a corporate director and independent businessman since November 2004. Prior thereto, Mr. Hodgins served as the Chief Financial Officer of Pengrowth Energy Trust, a Toronto Stock Exchange (TSX) and New York Stock Exchange (“NYSE”)-listed energy trust, from 2002 to 2004. From 1998 to 2002, Mr. Hodgins was Vice President and Treasurer of Canadian Pacific Limited (a TSX and NYSE-listed diversified energy, transportation and hotels company). and from 1993 to 1998 he served as Chief Financial Officer of TransCanada PipeLines Limited (a TSX and NYSE-listed energy transportation company). Mr. Hodgins also served as a non-executive, part-time position as Senior Advisor, Investment Banking at Canaccord Genuity Corp., and as a director of Enerplus Corporation, AltaGas Ltd., and MEG Energy Corp.. Mr. Hodgins received an Honours Bachelor of Arts in Business from the Richard Ivey School of Business at the University of Western Ontario and received a Chartered Professional Accountant designation and was admitted as a member of the Institute of Chartered Accountants of Ontario in 1977 and Alberta in 1991. Mr. Hodgins is a member of the Institute of Corporate Directors and of the National Association of Corporate Directors.

Qualifications: With 40-plus years in the oil and gas industry as an executive and director and a strong reputation in the Canadian business community, Mr. Hodgins brings valuable industry and leadership experience to the Board. As a Chartered Professional Accountant and experienced executive in senior financial roles with several Canadian companies, Mr. Hodgins qualifies as one of Gran Tierra’s Audit Committee financial experts.



Year	Common Shares	DSUs	Stock Options

2025	2,000	157,640	—

2024	2,000	138,173	—


Other Public Board Directorships	Committee Position(s)

None

During the past five years, Mr. Hodgins served as a Director of the following public companies: Enerplus Corporation (until May 2023), AltaGas Ltd. (until May 2025) and MEG Energy Corp. (until November 2025).



10		Gran Tierra Energy 2026 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

GARY S. GUIDRY

Age: 70

Calgary, Alberta, Canada

Director since May 2015

Non-Independent Director - President and Chief Executive Officer

Stockholder approval rating at the 2025 Gran Tierra annual meeting: 97.1%

Mr. Guidry is a professional engineer and has more than 40 years of experience developing and maximizing assets in the international oil and gas industry. Mr. Guidry has direct experience managing large, international projects, including assets in Latin America, Africa, the Middle-East and Asia. Prior to joining Gran Tierra, Mr. Guidry was the President and Chief Executive Officer of Caracal Energy Inc., a London Stock Exchange listed oil and gas company with operations in Chad, Africa. He held that position from mid-2011 until the company was acquired by Glencore plc for $1.8 billion in mid-2014. In 2014, Mr. Guidry was awarded the Oil Council Executive of the Year award for his leadership role with Caracal. Prior to Caracal, Mr. Guidry was the President and Chief Executive Officer of Orion Oil and Gas (TSX listed), which operated in western Canada from mid-2009 until mid-2011 when it was merged. From May 2005 until December 2008, he was the President and Chief Executive Officer of Tanganyika Oil Company (TSX listed) which operated in Syria and Egypt. Prior to Tanganyika, Mr. Guidry was Chief Executive Officer of Calpine Natural Gas Trust. Mr. Guidry is an Alberta-registered Professional Engineer and a member of the Association of Professional Engineers and Geoscientists. He received a Bachelor of Science in Petroleum Engineering from Texas A&M University in 1980.

Qualifications: Mr. Guidry, as Chief Executive Officer, is responsible for the operations, financial management and implementation of the Company’s strategy. Mr. Guidry’s extensive experience in the oil and gas industry and international operations developed through his experience as a senior executive at several publicly traded companies brings valuable expertise and perspective to the Board.



Year	Common Shares	PSUs	Stock Options

2025	476,381	673,366	141,797

2024	476,381	536,166	257,192

During the past five years, Mr. Guidry served as a Director of the following public companies: PetroTal Corp ⁽¹⁾ (until August 2022) and Africa Oil Corp. (until March 2025).

(1)	PetroTal Corp. was formerly a related company. In November 2021 the Company sold its entire stake in PetroTal Corp.’s common shares. Mr. Guidry and Mr. Ellson were both nominated to the board of PetroTal Corp in 2017.



Gran Tierra Energy 2026 Proxy Statement		11

PROPOSAL 1: ELECTION OF DIRECTORS

ALISON M. REDFORD KC

Age: 61

Calgary, Alberta, Canada

Director since September 2021

Independent Director

Stockholder approval rating at the 2025 Gran Tierra annual meeting: 94.6%

Ms. Redford serves as an advisor to national governments and ministries in emerging economies on regulatory reform to promote transparency and investor confidence. She provides independent advice on the development of regulatory regimes as they relate to climate, social and governance sustainability in emerging energy economies. Separately, Ms. Redford also serves as a strategic advisor to international public companies to assess risk and ensure regulatory compliance, particularly as it relates to Extractive Industries Transparency Initiatives and Community Benefits Agreements for affected Indigenous people. Previously, Ms. Redford served as Premier of Alberta from 2011 to 2014 and as Minister of Justice and Attorney General from 2008. She currently serves as a director on the Invest Alberta Corporation, where she advises the Government of Alberta on international investment, and as a director of Cascade Copper Corporation. She graduated from the College of Law at the University of Saskatchewan (1988) and also obtained a Master of Arts degree from the School of Oriental and African Studies at the University of London (2021). Ms. Redford was appointed King’s Counsel in 2008. Ms. Redford holds the Institute of Corporate Directors, Director designation.

Qualifications: Ms. Redford brings to the Board more than 25 years of experience from most recently serving as an advisor to national governments and ministries in emerging economies on regulatory reform to promote transparency and investor confidence. As well as serving as Premier of Alberta, Minister of Justice and Attorney General to private practice as a lawyer, Ms. Redford provides significant value to the board of directors of Gran Tierra.



Years	Common Shares	DSUs	Stock Options

2025	—	69,920	9,465

2024	—	50,376	9,465


Other Public Board Directorships	Committee Position(s)

Cascade Copper Corporation	• Audit Committee • Health, Safety and Environment Committee (Chair)

During the past five years, Ms. Reford served as a Director of Golden Shield Resources (until May 2025).

The Board of Directors has determined that Ms. Redford’s ability to effectively serve on the Company’s Audit Committee is not impaired by her membership on the Audit Committee of the other public board listed above.



12		Gran Tierra Energy 2026 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

RONALD W. ROYAL

Age: 77

Abbotsford, British Columbia, Canada

Director since May 2015

Independent Director

Stockholder approval rating at the 2025 Gran Tierra annual meeting: 96.6%

Mr. Royal has been an independent businessman since April 2007. Mr. Royal has more than 35 years of experience with Imperial Oil Ltd. and ExxonMobil’s international upstream affiliates. From 2011 to 2014, he served on the board of directors of Caracal Energy Inc., and prior to 2010, several other boards of private oil companies. Prior to retiring in 2007, Mr. Royal was President and Production Manager of Esso Exploration and Production Chad Inc. and resided in N’Djamena, Chad from 2002 to 2007. In 2003, he was awarded the title Chevalier de l’Ordre National du Chad for his contribution to the economic development of Chad. Mr. Royal received a similar honour from the State of Cameroon. He currently serves as a director of Tytan African Resources. Mr. Royal received his Bachelor of Applied Science from the University of British Columbia in 1972 and completed the Executive Development Program at Cornell University in 1986. He has been a member of the Association of Professional Engineers and Geoscientists of Alberta since 1972.

Qualifications: Mr. Royal brings to the Board over 35 years of experience in senior executive roles in the oil and gas industry, having previously held a variety of management positions both domestically and internationally.



Year	Common Shares	DSUs	Stock Options

2025	—	182,049	10,850

2024	—	159,970	23,436


Other Public Board Directorships	Committee Position(s)

None

During the past five years, Mr. Royal previously served as a Director of the following public company: Valeura Energy Inc. (until July 2023).



Gran Tierra Energy 2026 Proxy Statement		13

PROPOSAL 1: ELECTION OF DIRECTORS

BROOKE WADE

Age: 72

Vancouver, British Columbia, Canada

Director since June 2015

Independent Director

Stockholder approval rating at the 2025 Gran Tierra annual meeting: 95.0%

Mr. Wade is the President of Wade Capital Corporation, a private investment company active in private equity, oil and gas, real estate and industrial businesses, and energy storage technology. From 1994 until 2005, Mr. Wade was the co-founder and Chairman and Chief Executive Officer of Acetex Corporation, a publicly traded chemical company specializing in acetyls, specialty polymers, and films. In July 2005, Acetex was acquired by Blackstone. Prior to founding Acetex Corporation, Mr. Wade was founding President and Chief Executive Officer of Methanex Corporation. In 1991, Ocelot Industries spun out its oil and gas assets and began a plan of growth through acquisition into what is today Methanex Corporation - the world’s largest methanol producer. Prior to joining Ocelot, he was involved in a number of independent business ventures. Mr. Wade serves on the boards of several private companies including Atlas Power Technologies Inc., Belkin Enterprises Ltd., and Big Bold Health Corporation. He is a member of the Advisory Board of Northbridge Capital Partners and is a participant of AEA Investors groups of funds. Mr. Wade earned a Bachelor of Commerce Degree from the University of Calgary in 1974 and received his Chartered Accountant designation in 1977. In 2012, Mr. Wade became a Fellow of the Institute of Chartered Accountants of British Columbia.

Qualifications: Mr. Wade’s extensive executive experience provides the Board with strong leadership and decision-making capabilities. His past service on other public company boards provides Gran Tierra with public company senior executive and board member perspectives and judgment important to guiding our company.



Year	Common Shares	DSUs	Stock Options

2025	227,947	194,570	10,850

2024	213,360	166,343	24,524


Other Public Board Directorships	Committee Position(s)

None

Majority Voting Standard

Our Bylaws provide for a majority voting standard for the election of directors in uncontested elections, which is generally defined as an election in which the number of nominees does not exceed the number of directors to be elected at the meeting. Because this is an uncontested election, each director shall be elected by the vote of a majority of the votes cast at a meeting of stockholders at which a quorum is present. A “majority of the votes cast” means that the number of shares voted “For” a director nominee must exceed the number of votes cast “Against” that director nominee. For these purposes, abstentions and broker non-votes will not count as a vote “For” or “Against” a nominee’s election and will have no effect in determining whether a director nominee has received a majority of the votes cast. If an incumbent director is not elected by a majority of the votes cast, the incumbent director must promptly tender his or her or her resignation to the Board. The Nominating and Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the director’s resignation or whether other action should be taken. The Nominating and Corporate Governance Committee shall recommend, and the Board of Directors’ decision shall be, to accept the resignation absent exceptional circumstances. The Board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days from the date of the meeting of stockholders and publicly disclose its decision If the Board of Directors determines not to accept a resignation, the public disclosure shall fully state the reasons for such decision. A director who tenders his or her or her resignation after failing to receive a majority of the votes cast will not participate in the Nominating and Corporate Governance Committee’s or the Board’s recommendation or decision or any deliberations related thereto.

Other Information Regarding Our Directors

Our above-listed directors have neither been convicted in any criminal proceeding during the past ten years nor been parties to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining them from future violations of, or prohibiting activities subject to, federal or state securities laws or a finding of any violation of federal or state



14		Gran Tierra Energy 2026 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

securities law or commodities law. Similarly, no bankruptcy petitions have been filed by or against any business or property of any of our directors or officers, nor has any bankruptcy petition been filed against a partnership or business association in which these persons were general partners or executive officers.

Skills Matrix

Below is a listing of each director’s key skills, together with a description of those key skills and experience desirable to support the strategic direction of Gran Tierra. Not every director is expected to be skilled in every area, however, we aim for the Board to have a balance of skills and experience. We believe the combination of the skills and qualifications shown below demonstrates how our board is well-positioned to provide effective oversight and strategic advice to our management.



Skills And Experience	Gary S. Guidry (President & Chief Executive Officer)	Robert B. Hodgins (Chair)	Alison M. Redford	Ronald W. Royal	Brooke Wade

Relevant Industry Skills

Energy Industry Executive Experience	✓	✓		✓	✓

Health, Safety and Environment Issues	✓		✓	✓

Engineering / Geology / Geophysics	✓			✓

Hydrocarbon Transportation and Marketing	✓	✓	✓	✓	✓

General Business Skills

Leadership	✓	✓	✓	✓	✓

Board Experience	✓	✓	✓	✓	✓

Finance/Capital Markets	✓	✓			✓

Mergers and Acquisitions	✓	✓		✓	✓

Legal and Governance	✓	✓	✓		✓

Government and Public Affairs	✓	✓	✓	✓

International Experience	✓	✓	✓	✓	✓

Human Resources and Compensation	✓	✓	✓		✓

Information Technology	✓	✓

Risk Management	✓	✓	✓	✓

Strategic Planning	✓	✓	✓	✓	✓

Accounting/Audit	✓	✓		✓	✓

Independence of the Board of Directors

Company believes in the importance of directors’ independence and follows rules of the NYSE American. As required under the NYSE American listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent”, as affirmatively determined by the Board.

The Board conducts an annual review regarding the independence from the Company’s management of each of its members. After review of all relevant identified transactions or relationships between each director, or any of his or her family members, and Gran Tierra, its senior management and its independent auditors, the Board has affirmatively determined that, other than Mr. Guidry, each of our directors and nominees for director (Robert B. Hodgins, Alison M. Redford, Ronald W. Royal, and Brooke Wade), are independent directors within the meaning of the applicable NYSE American listing standards. In making this determination, the Board found that none of these directors or nominees for director had a material or other disqualifying relationship with Gran Tierra. The Board likewise determined that Peter J. Dey, Evan Hazell, Sondra Scott, David P. Smith and Brad Virbitsky were independent within the meaning of the applicable NYSE American listing standards during their service on the Board prior to their departures. Mr. Guidry, Gran Tierra’s President and Chief Executive Officer, is not an independent director by virtue of his employment with Gran Tierra.

In connection with its assessment of the independence of each non-employee director, the Board of Directors also determined that (i) Mr. Hodgins, Ms. Redford, Messrs. Royal and Wade are independent as defined in Section 10A of the Exchange Act and under the standards set forth by the NYSE American applicable to members of the Audit Committee (ii) Messrs. Wade and Hodgins and Ms. Redford, are independent under the standards set forth by the NYSE American applicable to members of the Compensation Committee and (iii) Ms. Redford, Messrs. Hodgins and Wade, are independent under the standards set forth by the NYSE American applicable to members of the Nominating and Corporate Governance Committee.



Gran Tierra Energy 2026 Proxy Statement		15

PROPOSAL 1: ELECTION OF DIRECTORS

Stockholder Recommendations and Nominations to the Board

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth on page 22 in the section Considerations in Evaluating Director Nominees based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address: Gran Tierra Energy Inc., 500 Centre Street S.E., Calgary, Alberta, Canada T2G 1A6, Attention: Director Nominations. This written recommendation must be delivered at least 120 days prior to the anniversary of the mailing of Gran Tierra’s proxy statement for the last annual meeting of stockholders. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of Gran Tierra’s stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

Code of Ethics

Gran Tierra has adopted a Code of Business Conduct and Ethics which is available in English and Spanish and applies to every employee, officer and director. Employees, officers and directors are expected to understand the Code and its application to the performance of his or her business responsibilities. The Code of Business Conduct and Ethics is available on the Company’s website at https://www.grantierra.com/sustainability/governance/. If Gran Tierra makes any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code of Business Conduct and Ethics to any executive officer or director, Gran Tierra will promptly disclose the nature of the amendment or waiver on its website if required.

Diversity

Gran Tierra believes in the importance of diversity at all levels throughout the Company. We believe it is important for the Board to achieve a diversity of knowledge, experience, capabilities and viewpoints that support the Company’s strategic direction. Currently, Gran Tierra does not have a formal policy concerning the diversity of director nominees. However, when considering director candidates, the Board seeks individuals with backgrounds and qualities that, when combined with those of incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. As part of its annual self-evaluation, the Board assesses whether the directors, both individually and collectively, provide the integrity, experience, judgment, commitment, skills and expertise appropriate for the Company.

Gran Tierra recognizes the benefits of increasing the diversity of its board of directors. The Corporate Governance Guidelines state that as part of the search process for each new director, the Nominating and Corporate Governance Committee will actively seek out women and minority candidates to include in the pool from which Board nominees are chosen.

THE BOARD’S ROLE AND RESPONSIBILITIES

Role of the Board of Directors

The Board is selected by the stockholders to provide oversight of and strategic guidance to senior management. The core responsibility of a Board member is to fulfill his or her or her fiduciary duties of care and loyalty and otherwise to exercise his or her business judgment in the best interests of the Company and its stockholders. The Board has responsibilities to review, approve and monitor fundamental financial and business strategies and major corporate actions, assess major risks facing the Company and consider ways to address those risks, select and oversee management and determine its composition and oversee the establishment and maintenance of processes and conditions to maintain the integrity of the Company. Directors must act with integrity and are expected to demonstrate a commitment to the company, its values and its business and to long-term stockholder value. The duties and responsibilities of the Board and significant issues of corporate governance are set out in the Company’s Corporate Governance Guidelines which are regularly reviewed by the Nominating and Corporate Governance Committee. The guidelines are available on the Company’s website at https://www.grantierra.com/sustainability/governance/.

Succession Planning

As part of its mandate and annual workplan, the Nominating and Corporate Governance Committee reviews the succession plan for each senior officer, including the President and Chief Executive Officer. The Nominating and Corporate Governance Committee is responsible for ensuring that there is an orderly succession plan for the position of the President and Chief Executive Officer and



16		Gran Tierra Energy 2026 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

other members of senior management. To meet this obligation, the President and Chief Executive Officer meets with the Nominating and Corporate Governance Committee and reviews each position, the status of the incumbent, a review of our talent pool and the succession plan for each role.

Board Role in Risk Oversight

The full Board is entrusted with the responsibility for overseeing the significant risks to which our business is exposed and ensuring there are processes in place to effectively identify, monitor and manage those risks. A significant risk is one that, if it were to occur, could materially impact our ability to meet or support our business objectives. The Board delegates responsibility for the execution of certain elements of risk oversight to the committees to ensure appropriate expertise, attention and diligence. The committees oversee the relevant risk areas and report their findings and activities to the Board regularly. Each committee operates according to a Board-approved written mandate outlining its duties and responsibilities. They also oversee the procedures and programs put in place by management to mitigate the risks and the allocation of adequate resources to address the risks. Management is responsible for ensuring that the Board and its committees are kept well informed of changing risks. The risk oversight responsibilities of the committees include the following:

•

The Audit Committee

is responsible for overseeing the integrity of the Company’s financial statements, the independent auditor’s qualifications and independence, the performance of the Company’s internal audit function and independent auditor, compliance with legal and regulatory requirements, major financial and information technology risk exposures and the Company’s accounting and financing reporting processes.

The Compensation Committee is responsible for oversight of compensation-related risks, including reviewing management’s assessment of risks related to employee compensation programs.

The Health, Safety and Environment Committee assists in overseeing the development, monitoring and effective implementation of systems, programs and initiatives to promote the management of health, safety and security at Gran Tierra and to address environmental, safety and operational risks.

The Nominating and Corporate Governance Committee assists in overseeing governance related risks, including regulatory, reputation and other risks.

The Reserves Committee assists in overseeing the risks related to the Company’s estimates of proved reserves of oil and natural gas.

Further, the Board has delegated the primary responsibility to oversee risks from cybersecurity threats to the Audit Committee. The Board and the Audit Committee regularly review the measures implemented by the Company to identify and mitigate data protection and cybersecurity risks. As discussed in the 2025 Annual Report on Form 10-K, the Board and Audit Committee are updated on a biannual basis, or as required, by the Executive Vice President, Corporate Services on the Company’s internal information technology (“IT”) security testing, any unauthorized attempts to access the Company’s network, any significant developments in cybersecurity risks and threats, and updates on the Company’s policies and procedures for protecting the Company’s data. The Company has protocols by which certain cybersecurity concerns, incidents and threats are escalated within the Company and, where appropriate, reported in a timely manner to the Board and Audit Committee.

Communications with the Board of Directors

Stockholders are encouraged to communicate by voting on the items in the proxy statement, by attending the annual meeting, by participating in the Company’s quarterly investor calls and by contacting us by mail or email. Security holders and other interested parties wishing to communicate with the Board or an individual director may send a written communication addressed to the Corporate Secretary of the Company at 500 Centre Street S.E., Calgary, Alberta, Canada T2G 1A6, Attention: Corporate Secretary. Communications also may be sent by e-mail to the following address info@grantierra.com. Further information about Gran Tierra’s Security Holder Communication Process is available on Gran Tierra’s website at https://www.grantierra.com/sustainability/governance/.



Gran Tierra Energy 2026 Proxy Statement		17

PROPOSAL 1: ELECTION OF DIRECTORS

BOARD STRUCTURE AND PROCESSES

Board Leadership Structure

The positions of Board Chair and the Chief Executive Officer of the Company are held by two individuals. We believe separation of the roles of Board Chair and Chief Executive Officer helps preserve our Board’s independence and objectivity and provides an appropriate division of labor between our Board Chair and Chief Executive Officer. The Board believes that the current board leadership structure, coupled with a strong emphasis on board independence, effectively allocates authority, responsibility, and oversight between management and the independent members of our Board. Robert B. Hodgins currently serves as non-executive Board Chair and as a non-executive and independent director. The Board Chair presides over meetings of the Board, presides over meetings of stockholders, consults and advises the Board and its committees on the business and affairs of the Company, and performs additional duties as the Board may otherwise determine and delegate.

Board Effectiveness and Director Assessment

The Board performs an annual self-assessment, led by the Chair of the Nominations and Corporate Governance Committee, to evaluate its effectiveness in fulfilling its obligations. Directors complete a written questionnaire covering performance of the Board and its committees. The Chair of the Nominations and Corporate Governance Committee then interviews each director to obtain an assessment of the effectiveness of the Board and committees, as well as director performance and Board dynamics, summarizes these individual assessments for discussion with the Board and committees, and then leads a discussion with the Nominating and Corporate Governance Committee and the Board.

Considerations in Evaluating Director Nominees

The Nominating and Corporate Governance Committee is responsible for identifying and recruiting new candidates for nomination to the Board. The Nominating and Corporate Governance Committee considers recommendations for nominees for directorships submitted by stockholders. The Company will evaluate director nominees proposed by stockholders on the same basis as recommendations received from any other source. Please see “Stockholder Recommendations and Nominations to the Board” in this Proxy Statement for procedures to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board.

In developing recommendations for the Board, the Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating nominees for directors. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of Gran Tierra and the long-term interests of stockholders. Some of the qualifications that the Nominating and Corporate Governance Committee considers include:

Independence

(as per applicable NYSE American
listing standards and applicable
SEC rules and regulations)

Relevant Industry

Experience

Excellence in His
or Her Field

Potential Conflicts
of Interest and
Other Commitments

Board Experience

Ethics

Diversity of
Experience



18		Gran Tierra Energy 2026 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

In conducting this assessment, the Nominating and Corporate Governance Committee considers viewpoint diversity, age, skills, and such other factors as it deems appropriate given the current needs of the Board and Gran Tierra, to maintain a balance of knowledge, experience and capability.

The Nominating and Corporate Governance Committee believes that candidates should have certain minimum qualifications including:

•

the highest personal and professional ethics and integrity

•

skills that are complementary to those of the existing Board

•

financial literacy

•

sound business judgment

•

commitment to represent the long-term interests of Gran Tierra’s stockholders

To identify, recruit and evaluate qualified candidates for the Board, the Nominating and Corporate Governance Committee may use the services of professional search firms. In some cases, nominees have been individuals known to Board members or others through business or other relationships.

Director Tenure

Gran Tierra does not have a retirement policy or term limit for directors. We review our Board composition annually to ensure our Board has the right skills to ensure the Company’s long-term success.

Orientation and Education

The purpose of the Director Orientation and Education Program is to ensure there is an orientation program for new directors and an ongoing education program for existing directors. The program includes materials and resources that will inform and educate directors on the Company’s corporate governance framework, its business, operations and current issues and strategies. New directors attend an orientation session at which senior management review the Company’s business, strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Business Conduct and Ethics, its principal officers, and its internal and independent auditors. New directors are also provided with a copy of the Company’s director’s manual which includes the Board and Committee mandates, corporate governance guidelines and other company policies.

Each director is expected to maintain the necessary level of expertise to perform his or her responsibilities as a director. Continuing education is provided through a number of methods, including an annual dedicated strategy session, periodic field trips, presentations from senior management, employees, and outside experts to the Board and its Committees on topics of interest and developing issues, as well as the ongoing distribution of relevant information. These presentations, meetings and discussions serve to increase the Board’s knowledge of the Company and its business, and assist the Board in the execution of its duties. During 2025, the Board attended a number of sessions relevant to our business and the regulatory environment presented by senior executives of the Company and our legal counsel.

All of our directors are members of the Institute of Corporate Directors (ICD) and the National Association of Corporate Directors (NACD), which provide continuing education for directors through publications, seminars and conferences. During 2025, a number of our directors attended seminars provided through ICD and NACD.



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Director Meetings and Attendance

Directors are expected to attend, in person or by telephone, all meetings of the Board and all meetings of each committee of which they are a member. During 2025, the Board held nine meetings, the Audit Committee held five meetings, the Compensation Committee held two meetings, the Health, Safety and Environment Committee held four meetings, the Nominating and Corporate Governance Committee held four meetings and the Reserves Committee held three meetings. No member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board and Board committes on which he or she served and which were held during the period for which he or she served. Directors are also expected to attend the Company’s annual meeting of stockholders and all of the Company’s directors then in office attended the 2025 annual meeting, which was held by webcast.

Executive Sessions

As part of each regularly scheduled Board meeting, the independent directors meet without our management team. The Board Chair leads such discussions.

INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS

The Board has five standing committees: an Audit Committee, a Compensation Committee, a Health, Safety and Environment Committee, a Nominating and Corporate Governance Committee, and a Reserves Committee. The composition and responsibilities are described below. Members serve on these committees until their resignation or until otherwise determined by the Board.

The committees regularly report their activities and actions to the full Board, generally at the next Board meeting following the committee meeting. Each of the committees operates under a charter approved by the Board. Current copies of the charters of the committees are available on the Company’s website at https://www.grantierra.com/sustainability/governance/.



				Audit Committee

				Members: Robert B. Hodgins (Chair), Alison M. Redford, Ronald W. Royal, Brooke Wade						The Audit Committee oversees the accounting and financial reporting process and the audit of the Company’s financial statements, and assists the Board in monitoring the financial systems and Gran Tierra’s legal and regulatory compliance. The Audit Committee met five times in 2025 and at each meeting met with our independent auditors and the internal auditor, both privately and in the presence of management. The Audit Committee is responsible for, among other things: • Evaluation and retention of Auditors • Approval of audit engagements • Approval of non-audit services • Review of audited financial statements and management’s discussion and analysis • Review of quarterly financial statements • Review of earnings press releases • Review of accounting principles and policies • Establish procedures for the receipt, retention and treatment of complaints relating to accounting, internal accounting controls or auditing matters and violations of applicable laws, rules and regulations • Review of guidelines and policies with respect to risk assessment and risk management • Review of the scope, adequacy and effectiveness of internal control over financial reporting • Review and oversee the internal audit function • Approval of the Company’s hedging policies The Audit Committee operates under a written charter that was adopted by the Board and satisfies the applicable standards of the SEC and the NYSE American, TSX and LSE. A copy of the Audit Committee Charter is available on Gran Tierra’s website at https://www.grantierra.com/sustainability/governance/.
				The Board has determined that each of the members of the Audit Committee satisfies the requirements for audit committee independence and financial literacy under the rules and regulations of the NYSE American and the SEC. The Board has determined that Messrs. Hodgins and Wade are financial experts as per Item 407(d)(5) of Regulation S-K established by the SEC. The Audit Committee held five meetings during the fiscal year ended December 31, 2025.



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				Compensation Committee

				Members: Brooke Wade (Chair), Robert B. Hodgins and Alison M. Redford						The Compensation Committee acts on behalf of the Board to review, recommend for adoption and oversee Gran Tierra’s compensation strategy, policies, plans and programs. The Compensation Committee’s responsibilities include, among other things: • Review and approve the components of compensation for the Chief Executive Officer and other executive officers • Review and approve the corporate goals and objectives relevant to the compensation for the Chief Executive Officer and other executive officers • Evaluate the performance of the Chief Executive Officer and other executive officers in light of established goals and objectives • Establish policies with respect to equity compensation arrangements • Review the risks arising from our compensation policies and practices • Review and approve the compensation and other terms of employment or service, including severance and change-in-control arrangements, of Gran Tierra’s Chief Executive Officer and the other executive officers • Oversee Gran Tierra’s equity compensation plans for employees • Evaluate and make recommendations regarding director compensation • Select compensation consultants and other advisors • Review the Executive Compensation, when required • Oversee the administration of Gran Tierra’ clawback policy The Compensation Committee operates under a written charter that was adopted by the Board and satisfies the applicable standards of the SEC and the NYSE American, TSX and LSE. A copy of the Compensation Committee Charter is available on Gran Tierra’s website at https://www.grantierra.com/sustainability/governance/.
				The Board has determined that each of the members of the Compensation Committee satisfies the requirements for compensation committee independence under the rules and regulations of the NYSE American and the SEC. The Compensation Committee held two meetings during the fiscal year ended December 31, 2025.



				Health, Safety and Environment Committee

				Members: Ronald W. Royal (Chair), Robert B. Hodgins and Alison M. Redford						The Health, Safety and Environment Committee acts on behalf of the Board and assists the Board in fulfilling its responsibilities in relation to environmental, health and safety matters, including monitoring and overseeing the Company’s policies and procedures for ensuring compliance by the Company with environmental regulatory requirements and ensuring that employees are provided with a safe environment in which to perform their duties. The Health, Safety and Environment Committee is responsible for, among other things: • Develop and approve the environmental, health and safety goals and objectives of the Company • Review and monitor the environmental policies and activities of the Company and review and monitor the Company’s compliance programs with respect to environmental laws and legislation and that the Company conforms with industry standards • Review and monitor the health and safety policies and activities of the Company • Review and discuss with management environmental, health and safety compliance issues and incidents of non-compliance and discuss with management the Company’s response with respect to those matters • Review significant external or internal audit or consultants’ reports relating to environmental, health or safety matters; • Review significant legislative and regulatory changes including policy proposals and modifications that could impact the Company • Review and report to the Board on the sufficiency of resources available for carrying out the actions and activities recommended The Health, Safety and Environment Committee operates under a written charter that was adopted by the Board, a copy of which is available on Gran Tierra’s website at https://www.grantierra.com/sustainability/governance/.
				The Board has determined that each of the members of the Health, Safety and Environment Committee satisfies the requirements for independence under the rules and regulations of the NYSE American. The Health, Safety and Environment Committee is scheduled to meet each quarter, and held four meetings during the fiscal year ended December 31, 2025.



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				Reserves Committee

				Members: Ronald W. Royal (Chair), Robert B. Hodgins and Brooke Wade						The Reserves Committee acts on behalf of the Board and assists the Board in fulfilling its oversight responsibilities with respect to evaluating and reporting on the Company’s oil and gas reserves. The Reserves Committee is responsible for, among other things: • Approve the engagement of the independent reserves evaluators and their compensation and evaluate any such reserve evaluator’s performance • Review disclosure procedures with respect to the oil and gas activities of the Company • Review the Company’s procedures for providing information to the independent reserves evaluator • Meet with the independent reserves evaluators • Make recommendations to the Board regarding the approval of the Company’s year-end reserves evaluations The Reserves Committee operates under a written charter that was adopted by the Board, a copy of which is available on Gran Tierra’s website at https://www.grantierra.com/sustainability/governance/.
				The Board has determined that each of the members of the Reserves Committee satisfies the requirements for independence under the rules and regulations of the NYSE American. The Reserves Committee held three meetings during the fiscal year ended December 31, 2025.



				Nominating and Corporate Governance Committee

				Members: Alison M. Redford (Chair), Robert B. Hodgins and Brooke Wade						The Nominating and Corporate Governance Committee assists the Board in overseeing the Company’s corporate governance functions; identify, review and evaluate candidates to serve as directors of Gran Tierra, assessing the performance of the Board and management, and developing a set of corporate governance principles for Gran Tierra. The Nominating and Corporate Governance Committee is responsible for, among other things: • Identify and review director nominees • Consider recommendations for Board nominees and proposals submitted by the Company’s stockholders • Assess the performance of the Board • Oversee Gran Tierra’s compensation plan for directors • Recommend chair and membership of board committees • Review director independence • Review succession planning for the Board and key leadership roles on the Board and its committees • Review the Board’s leadership structure and recommend changes to the Board • Consider and review continuing education for directors

SEC Form DEF 14A filed by Gran Tierra Energy Inc.