grnt-20260408

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 x
Filed by a Party other than the Registrant o
Check the appropriate box:
o						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material under §240.14a-12

Granite Ridge Resources, Inc.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

N/A

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)


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

x						No fee required.
o						Fee paid previously with preliminary materials.
o						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Hosted Virtually on May 22, 2026

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Granite Ridge Resources, Inc. (“Granite Ridge” or the “Company”) will be hosted virtually at 10 a.m., Central Time, on May 22, 2026, via live webcast at https://www.cstproxy.com/graniteridge/2026. At the Annual Meeting, stockholders will consider and vote on the following:

1.To elect the three nominees for Class I Directors named in the accompanying proxy statement, to serve on Granite Ridge’s Board of Directors (the “Board”) until the 2029 Annual Meeting of Stockholders or until their respective successors are elected and qualified or their earlier death, resignation, or removal;

2.To ratify the appointment of Forvis Mazars, LLP (“Forvis Mazars”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.To approve, on an advisory basis, the compensation paid to our named executive officers;

4.To determine, on an advisory basis, the frequency of holding an advisory vote on the compensation of our named executive officers every year, two years, or three years;

5.To approve an increase of 2,500,000 shares of our common stock, par value $0.0001 per share, authorized for issuance under the Company’s 2022 Omnibus Incentive Plan (the “Plan”), two-year extension of the Plan, and an amendment and restatement of the Plan to effect such changes; and

6.To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The Board recommends that you vote: (i) “FOR” the election of each of the nominees to the Board; (ii) “FOR” proposals 2, 3, and 5; and (iii) for advisory votes “EVERY YEAR” with regard to proposal 4.

The Board has fixed March 24, 2026 as the record date for determining stockholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. The Annual Meeting will begin promptly at 10:00 a.m. Central Time. Please allow ample time for the online check-in process.

Your vote is very important. Regardless of whether you plan to attend the Annual Meeting, we hope you will vote as soon as possible by using the internet or by requesting a printed copy of the proxy materials (including the proxy card) and completing, signing and returning the enclosed proxy card by mail. We thank you for your continued support and cordially invite you to attend the Annual Meeting.


			By Order of the Board of Directors



			Tyler S. Farquharson President and Chief Executive Officer

Dallas, Texas

April 8, 2026

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			Important Notice Regarding the Availability of Proxy Materials for the Granite Ridge Resources, Inc. Stockholder Meeting to be Hosted Virtually on May 22, 2026 The Proxy Materials, including our 2025 Annual Report, are available at https://ir.graniteridge.com.

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TABLE OF CONTENTS


PROXY STATEMENT			1
Meeting Date and Location			1
Outstanding Securities			1
Proxy Voting			1
ABOUT THE ANNUAL MEETING			2
What is the purpose of the Annual Meeting?			2
Why did I receive a Notice of Internet Availability instead of a full set of proxy materials?			2
Who is entitled to vote at the Annual Meeting?			2
How many votes can I cast?			2
How do I vote my shares?			3
How will stockholders be able to ask questions during the Annual Meeting?			3
Why is the Annual Meeting virtual?			3
What if I have technical difficulties or trouble accessing the Annual Meeting?			3
Can I revoke my proxy?			3
What is a quorum?			4
What is a broker non-vote?			4
What vote is required to approve each proposal?			4
How does the Board recommend that I vote on the proposals?			5
Where can I find the voting results of the Annual Meeting?			5
Whom should I contact with questions about the proxy materials or the Annual Meeting?			5
Who bears the cost of this proxy solicitation?			5
DIRECTORS AND EXECUTIVE OFFICERS			7
Director Nominees			7
Continuing Directors			9
Executive Officers			11
C ORPORATE GOVERNANCE			12
Board Leadership			12
Controlled Company Exemption			12
Director Independence			13
Risk Oversight			13
Corporate Governance Documents			13
Insider Trading Policy and Hedging Prohibitions			13
Board Meetings and Committees			14
Code of Business Conduct and Ethics and Corporate Governance Guidelines			16
Director Nominations			16
Communications with the Board			18
Director Compensation			18
PROPOSAL 1—ELECTION OF DIRECTORS			19
Vote Required			19
Recommendation			19
PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF FORVIS MAZARS, LLP			20
Audit and Other Fees			20
Vote Required			21
Recommendation			21
AUDIT COMMITTEE REPORT			22
Primary Oversight Responsibilities			22
2025 Audited Financial Statements			22

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PROPOSAL 3—ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			23
Vote Required			23
Recommendation			23
PROPOSAL 4—ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			24
Vote Required			24
Recommendation			24
EXECUTIVE AND DIRECTOR COMPENSATION			25
Compensation Committee Report			25
Compensation Discussion and Analysis			25
Elements of Compensation			27
Clawback Policy			30
Anti-Hedging Policy			31
Risk Assessment			31
2025 Summary Compensation Table			31
2025 Grants of Plan-Based Awards Table			33
Outstanding Equity Awards at Fiscal Year-End for 2025			34
2025 Option Exercises and Stock Vested Table			35
2025 Pension Benefits Table			36
2025 Nonqualified Deferred Compensation Table			36
Potential Payments Upon Termination or Change in Control			36
CEO Pay Ratio			39
Pay Versus Performance			40
Certain Options Issued to NEOs			43
PROPOSAL 5—APPROVAL OF AN INCREASE TO THE NUMBER OF AUTHORIZED SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN			44
Introduction			44
Description of the Equity Incentive Plan			44
Interest of The Directors And Officers In The First Amendment			50
Vote Required			50
Recommendation			50
BENEFICIAL OWNERSHIP OF SECURITIES			51
Security Ownership of Certain Beneficial Owners, Executive Management, and Directors			51
Change In Control			52
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			53
Policies and Procedures for Related Person Transactions			54
OTHER MATTERS			54
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			55
HOUSEHOLDING; AVAILABILITY OF ANNUAL REPORT ON FORM 10-K AND PROXY STATEMENT			55
APPENDIX A—AMENDED AND RESTATED 2022 OMNIBUS INCENTIVE PLAN			56
APPENDIX B—NON-GAAP FINANCIAL MEASURES			71

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GRANITE RIDGE RESOURCES, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
To Be Hosted Virtually on May 22, 2026

This proxy statement contains information related to the Annual Meeting. Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “Granite Ridge” and “the Company” refer to Granite Ridge Resources, Inc., a Delaware corporation that was formed on May 9, 2022. Granite Ridge is a scaled energy company which aims to provide stockholders with exposure similar to energy private equity through operated partnerships and traditional non-operated assets. We own assets in six prolific unconventional basins across the United States. We aim to deliver a diversified portfolio with best-in-class full cycle returns by investing in a large number of high-graded opportunities developed by proven public and private operators. We focus on success as measured by total stockholder returns, which we seek to balance with a low leverage profile. Our principal offices are located at 5217 McKinney Avenue, Suite 400, Dallas, Texas 75205.

Meeting Date and Location

The Annual Meeting will be hosted virtually at 10:00 a.m., Central Time, on May 22, 2026, via live webcast at https://www.cstproxy.com/graniteridge/2026. This proxy statement is first being made available to our stockholders beginning on April 8, 2026. You can find supplemental information about the Annual Meeting at https://ir.graniteridge.com.

Outstanding Securities

Only holders of record of our common stock, par value $0.0001 per share, at the close of business on March 24, 2026, the record date, will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 131,906,125 shares of common stock outstanding and 130,876,513 shares of common stock entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting.

Proxy Voting

Shares that are properly voted via the Internet or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board’s recommendations as follows: “FOR” the election of each of the nominees to the Board named herein, “FOR” each of proposals 2, 3, and 5, and for an advisory vote “EVERY YEAR” on the compensation of our named executive officers. It is not expected that any additional matters will be brought before the Annual Meeting, but if other matters are properly presented, the persons named as proxies in the proxy card, or their substitutes, will vote in their discretion on such matters.

Voting via the Internet helps save money by reducing postage and proxy tabulation costs. To vote by either of these methods, read this proxy statement, have your Notice of Internet Availability or voting instruction form in hand, and follow the instructions below for your preferred method of voting. Each of these voting methods is available 24 hours per day, seven days per week.

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ABOUT THE ANNUAL MEETING

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will consider and vote upon the following matters:

1.To elect the three nominees for Class I Directors named in this proxy statement to serve on the Board until the 2029 Annual Meeting of Stockholders or until their respective successors are elected and qualified or their earlier death, resignation, or removal;

2.To ratify the appointment of Forvis Mazars as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

3.To approve, on an advisory basis, the compensation paid to our named executive officers;

4.To determine, on an advisory basis, the frequency of holding an advisory vote on the compensation of our named executive officers every year, two years, or three years; and

5.To approve an increase of 2,500,000 shares of our common stock authorized for issuance under the Plan, a two-year extension of the Plan, and an amendment and restatement of the Plan to effect such changes.

We will also consider and vote upon any other business that is properly presented at the Annual Meeting (or any adjournments or postponements thereof). In addition, members of our management team will respond to your questions regarding matters relevant to the meeting.

Why did I receive a Notice of Internet Availability instead of a full set of proxy materials?

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials, including this proxy statement and our annual report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), primarily via the Internet. As a result, we are mailing to our stockholders a Notice of Internet Availability instead of a paper copy of the proxy materials. The Notice of Internet Availability contains instructions on how to access our proxy materials on the Internet, how to vote on the proposals, how to request printed copies of the proxy materials, including our Annual Report, and how to request to receive all future proxy materials in printed form by mail or electronically by e-mail. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce our costs and the environmental impact of our annual meetings.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record as of the record date are entitled to virtually attend the Annual Meeting.

Stockholders of Record. If your shares are registered directly in your name with Continental Stock Transfer & Trust Company (“Continental”), our transfer agent, you are considered, with respect to those shares, the “stockholder of record.” As the stockholder of record, you have the right to grant your voting proxy directly or to vote virtually at the Annual Meeting.

Street Name Stockholders. If your shares are held in a stock brokerage account or through a bank, broker, or other nominee, you are considered the beneficial owner of shares held in “street name” (that is, shares held in the name of your bank, broker or other nominee) and your bank, broker, or other nominee is considered the stockholder of record with respect to those shares. As the beneficial owner of shares held in street name (or the “street name stockholder”), you have the right to direct your bank, broker, or other nominee how to vote and are also invited to attend the virtual Annual Meeting. However, you may not vote your shares virtually at the Annual Meeting unless you obtain a legal proxy from the stockholder of record giving you the right to vote the shares. Please refer to the voting instruction form or Notice of Internet Availability provided to you by the stockholder of record to determine how to do this.

How many votes can I cast?

You are entitled to one vote for each share of common stock you owned on the record date on each matter presented at the Annual Meeting.

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How do I vote my shares?

•Stockholders of Record: Stockholders of record may vote their shares or submit a proxy to have their shares voted by one of the following methods:

◦Via the Internet. You may submit a proxy via the Internet by following the instructions included on the Notice of Internet Availability you received by mail. Internet voting facilities will be available 24 hours a day, 7 days a week, and will close at 11:59 p.m., Eastern Time, the day before the Annual Meeting.

◦By Mail. You may indicate your vote by completing, signing and dating your proxy card (if you received printed proxy materials) and returning it to the Company sufficiently in time to be received by the Company prior to the Annual Meeting.

◦Virtually. You may participate in the Annual Meeting via live webcast and cast your vote online during the meeting prior to the closing of the polls by visiting https://www.cstproxy.com/graniteridge/2026.

•Street Name Stockholders: As the street name stockholder, you are being forwarded our proxy materials by the stockholder of record and you have the right to direct the stockholder of record how to vote. Street name stockholders may generally vote their shares by one of the following methods:

◦By Methods Listed on Voting Instruction Form. Please refer to the voting instruction form or Notice of Internet Availability provided to you by the stockholder of record (e.g., your bank, broker, or other nominee) to determine whether you may submit your vote by mail, telephone, or electronically via the Internet.

◦Virtually with a Proxy from the Stockholder of Record. You may vote virtually at the Annual Meeting if you obtain a legal proxy from the stockholder of record (e.g., your bank, broker, or other nominee). Please refer to the voting instruction form or Notice of Internet Availability provided to you by the stockholder of record to determine how to obtain a legal proxy in order to vote virtually at the Annual Meeting.

How will stockholders be able to ask questions during the Annual Meeting?

Stockholders who wish to submit a question in advance of the Annual Meeting may do so no more than 30 days in advance by emailing their question to info@graniteridge.com. Stockholders may submit questions live during the meeting on the virtual meeting platform. If you wish to submit a question during the meeting, type your question into the “Submit a question” field, and click “Submit.” We will answer as many stockholder-submitted questions relevant to meeting matters during the meeting as time permits. Questions regarding personal matters or matters not relevant to meeting matters will not be answered. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition and to allow time for additional topics. If we are not able to get to every question submitted, we will post a summary of the remaining questions and answers on our website at https://www.graniteridge.com/investors as soon as practical after the meeting. The rules of conduct for the meeting, including the guidelines for submitting questions, the stockholder list, and the proxy materials will be available on the virtual meeting site during the meeting.

Why is the Annual Meeting virtual?

We are excited to host a virtual annual meeting to provide ease of access, real-time communication, and cost savings for our stockholders and the Company. Hosting a virtual meeting facilitates stockholder attendance and participation by enabling stockholders to participate from around the world. In addition, hosting a virtual meeting provides improved communication and cost savings for our stockholders and the Company.

What if I have technical difficulties or trouble accessing the Annual Meeting?

If you encounter any difficulties or trouble accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page at https://www.cstproxy.com/graniteridge/2026.

Can I revoke my proxy?

If you are a stockholder of record, you may revoke your proxy or change your voting instructions at any time before your shares are voted at the Annual Meeting by delivering to the Corporate Secretary of the Company a written notice of revocation or a duly executed proxy (via the Internet or by returning a proxy card) bearing a later date or by virtually attending and voting at the Annual Meeting.

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If you are a street name stockholder, you may revoke or change voting instructions by contacting the bank, broker, or other nominee holding the shares or by obtaining a legal proxy from such institution and voting virtually at the Annual Meeting.

What is a quorum?

A majority of the voting power of all outstanding shares of common stock of the Company entitled to vote at the Annual Meeting, present or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting. Withheld votes and abstentions will each be counted as present for purposes of determining the presence of a quorum at the Annual Meeting, and “broker non-votes” will be counted as present for purposes of determining the presence of a quorum at the Annual Meeting assuming the broker is entitled to vote the applicable shares on at least one discretionary proposal.

What is a broker non-vote?

A broker non-vote occurs with respect to a proposal when a bank, broker, or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders but is not permitted to vote on other proposals without instructions from the beneficial owner and the beneficial owner fails to provide the nominee with such instructions. Banks, brokers, or other nominees may generally vote on routine matters but cannot vote on non-routine matters. We believe only the ratification of the appointment of our independent registered public accounting firm proposal is considered a routine matter. We do not believe (i) the director nomination proposal, (ii) the proposal to approve, on an advisory basis, the compensation paid to our named executive officers, (iii) the proposal to determine, on an advisory basis, the frequency of holding an advisory vote on the compensation of our named executive officers every year, two years, or three years, or (iv) the increase of shares available for issuance and term of our long-term incentive compensation plan are considered routine matters, and without your instructions, your bank, broker, or other nominee cannot vote your shares with respect to these proposals.

What vote is required to approve each proposal?

Directors are elected by a “plurality” voting standard, which means that the three nominees for director who receive the greatest number of votes cast by the stockholders present or represented by proxy at the meeting and entitled to vote thereon will be elected as directors. Cumulative voting is not permitted in the election of directors. Because the three nominees for director who receive the greatest number of votes cast at the meeting will be elected as directors, withheld votes and broker non-votes will not affect the outcome of the voting on the elections of directors.

For all other matters proposed for a vote at the Annual Meeting, the affirmative vote of a majority of the votes cast by the stockholders present or represented by proxy at the meeting and entitled to vote thereon is required to approve the matter. Abstentions and broker non-votes will not affect the outcome of the voting on such matters.

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The table below summarizes the proposals that will be voted on, the vote required to approve each item and how votes are to be counted:

Proposal

Votes Required

Effect of “Withhold” or “Abstain” Votes

Effect of Broker
Non-Votes

1.Election of directors

Plurality of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. This means that the three director nominees who receive the highest number of “FOR” votes will be elected as Class I directors. You may vote “For” or “Withhold” with respect to each director nominee.

None

2.Ratification of our independent auditors

Majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. You may vote “For,” “Against” or “Abstain” with respect to this proposal.

None

Not Applicable

3. Approval, on advisory basis, of the compensation paid to our named executive officers

None

Not Applicable

4. Determine, on advisory basis, the frequency of future advisory votes on executive compensation

Majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. You may vote “Every Year,” “Two Years,” “Three Years” or “Abstain” with respect to this proposal.

None

Not Applicable

5. Increase of shares available for issuance and term of our long-term incentive compensation plan

None

Not Applicable

How does the Board recommend that I vote on the proposals?

The recommendations of the Board are set forth together with the description of each item in this proxy statement. In summary, the Board recommends a vote as follows:

•FOR each of the persons named in this proxy statement as the Board’s three director nominees for election as Class I Directors;

•FOR the ratification of the appointment of Forvis Mazars as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;

•FOR the approval, on an advisory basis, of the compensation paid to our named executive officers;

•FOR the determination, on an advisory basis, to obtain advisory votes on the compensation of our named executive officers every year; and

•FOR the increase to the number of shares of our common stock available for issuance under our long-term incentive plan and a two-year extension of the term of the plan.

Where can I find the voting results of the Annual Meeting?

We will disclose voting results on a Current Report on Form 8-K that we will file with the SEC, within four business days after the meeting. If final voting results are not available to us in time to file a Form 8-K, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

Whom should I contact with questions about the proxy materials or the Annual Meeting?

If you have any questions about the proxy materials or the Annual Meeting, please contact Granite Ridge Resources, Inc. at 5217 McKinney Avenue, Suite 400, Dallas, Texas 75205, Attn: Corporate Secretary or by email at info@graniteridge.com.

Who bears the cost of this proxy solicitation?

We will bear all costs incurred in the solicitation of proxies, including the preparation, printing, and mailing of the Notice of Annual Meeting and Proxy Statement and the related materials. In addition to solicitation by mail, our directors,

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officers, and employees may solicit proxies personally or by telephone, e-mail, facsimile, or other means without additional compensation.

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DIRECTORS AND EXECUTIVE OFFICERS

Our Board is currently composed of seven directors, divided into three classes serving staggered three-year terms. Upon expiration of the term of a class of directors, directors for that class will be elected for three-year terms at the annual meeting of stockholders in the year in which that term expires. Each director’s term continues until the election and qualification of his or her successor or his or her earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors.

The following table sets forth certain information about our directors and executive officers as of the date of this proxy statement. Below the table is a brief biography of each of our directors and executive officers. There is no family relationship between any director or executive officer of the Company.

Name

Age

Position

Director
Class

Term
Expiration

Independent

Tyler S. Farquharson

President and Chief Executive Officer

—

R. Kyle Kettler

Chief Financial Officer

—

Kimberly A. Weimer

Chief Accounting Officer

—

Thaddeus Darden

Director

Class I

2026

Michele J. Everard

Director

Class I

2026

Yes

Kirk Lazarine

Director

Class I

2026

John McCartney

Director

Class II

2027

Yes

Matthew Miller

Director and Co-Chairman of the Board

Class II

2027

Griffin Perry

Director and Co-Chairman of the Board

Class III

2028

Amanda N. Coussens

Director

Class III

2028

Yes

Director Nominees

In evaluating the nominees for the Board, the Board and the Environmental, Social & Governance (“ESG”) Committee took into account the qualities they seek for directors, as discussed below under “Corporate Governance” and the directors’ individual qualifications, skills, and background that enable the directors to effectively and productively contribute to the Board’s oversight of the Company. These individual qualifications and skills are included below in each nominee’s biography.


						Thaddeus Darden, Director (Class I) Mr. Darden has served as a Managing Partner at Grey Rock Investment Partners (“Grey Rock”) since November 2023, and he is a member of Grey Rock’s Investment Committee and Valuation Committee. Previously, Mr. Darden served in various roles of increasing responsibility at Grey Rock since 2014, most recently as Partner from January 2018 through November 2023. Mr. Darden manages Grey Rock’s investment team and leads deal diligence, portfolio valuation, and business development. From 2010 to 2014, Mr. Darden worked at Bain & Company primarily in the oil and gas practice. During Mr. Darden’s tenure at Bain, he provided deal diligences, built growth strategies, and streamlined operations for numerous upstream and midstream oil and gas companies. Mr. Darden holds a B.S. in Systems Engineering from the University of Virginia where he was a Jefferson Scholar. Mr. Darden has served as a director of Granite Ridge since 2022. Granite Ridge believes Mr. Darden is qualified to serve on the Granite Ridge Board because of his extensive experience in the energy sector, particularly with respect to deal origination, valuation, and analysis, and his business acumen.

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						Michele J. Everard, Director (Class I) Ms. Everard was employed in the University of Michigan’s Investment Office for over 38 years, most recently as Managing Director, until her retirement in December of 2019. Ms. Everard was responsible for investment strategy, recommendation of new investment opportunities and monitoring of the University Endowment’s Real Estate and Natural Resources portfolios. She was a member of the University’s Investment Committee from 2009 to 2019 and participated in the management of all of the University’s investment programs, including the Endowment Fund which ranks in the top ten among institutions of higher education. Since 2022, Ms. Everard has served as a member of the Advisory Board of the RFM Affordable Housing Fund, L.P., sponsored by Related Fund Management, LLC. Ms. Everard has a B.B.A. in finance from Eastern Michigan University and is a Chartered Financial Analyst charterholder. Ms. Everard has served as a director of Granite Ridge since 2022. Granite Ridge believes Ms. Everard is qualified to serve on the Board because of her depth of knowledge as the director of real asset investments for the University of Michigan.

						Kirk Lazarine, Director (Class I) Mr. Lazarine is a Co-Founder at Grey Rock. From 2013 through October 2023, Mr. Lazarine was a Managing Partner at Grey Rock and a member of Grey Rock’s Investment Committee, where he focused on deal origination, business development, portfolio management, and divestitures. From 2004 to 2013, Mr. Lazarine served as CEO of KOR Resources (“KOR”), where he led the acquisition of a significant lease position in the Eagle Ford oil window. Prior to working at KOR, Mr. Lazarine served at Chevron for 23 years, including as an area manager for Chevron’s unconventional gas team. Mr. Lazarine holds a B.B.A. degree from Southwest Texas State University and a B.S. degree in Petroleum Land Management from the University of Houston. He is a member of the American Association of Petroleum Landmen (AAPL) and the West Houston Association of Petroleum Landmen (WHAPL). Mr. Lazarine has served as a director of Granite Ridge since 2022. Granite Ridge believes Mr. Lazarine is qualified to serve on the Board because of extensive experience in the energy sector, his business acumen, and his leadership skills.

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Continuing Directors

						Griffin Perry, Director (Class III) and Co-Chairman of the Board Mr. Perry is a Co-Founder of Grey Rock and has served as a Senior Advisor at Grey Rock since May 2024. From 2013 to May 2024, Mr. Perry was a Managing Partner at Grey Rock and a member of Grey Rock’s Investment Committee and Valuation Committee, focusing on deal origination, business development, portfolio management, and divestitures. From 2012 to 2013, Mr. Perry was the President of Caddis Energy, an oil and gas investment company that partnered with industry leaders to raise capital and develop a pipeline of business focusing on both operated and non-operated oil and gas properties. From 2007 to 2012, Mr. Perry worked as a financial advisor with UBS and Deutsche Bank. During his tenure in these positions, Mr. Perry worked to grow assets under management from $300 million to $500 million. Mr. Perry is a member of the Cotton Bowl Board. Mr. Perry holds a B.A. in economics and history from Vanderbilt University. Mr. Perry has served as a director of Granite Ridge and as co-Chairman of the Board of Granite Ridge since 2022. Granite Ridge believes Mr. Perry is qualified to serve on the Board because of extensive experience in the energy sector, in risk management and investor relations, as well as his business acumen and leadership skills.

						Amanda N. Coussens, Director (Class III) Ms. Coussens is the Chief Financial Officer and Chief Compliance Officer for Ridgepost Capital, Inc. (NYSE: RPC), formerly known as P10, Inc., a publicly traded asset manager with over $20 billion in assets under management. Ms. Coussens has served at Ridgepost since January 2021, taking the company both through an initial public offering and a subsequent debt refinance. Prior to Ridgepost, from 2017 through December 2020, Ms. Coussens served as Chief Financial Officer and Chief Compliance Officer of PetroCap, LLC (“PetroCap”), an upstream energy private equity fund, where she oversaw finance both for PetroCap and portfolio companies of PetroCap. Prior to PetroCap, from 2015 through 2017, Ms. Coussens served as a consulting Chief Financial Officer with Aduro Advisors where she worked for several start-up venture and private equity funds in the upstream energy sector. Prior to Aduro Advisors, from 2014 through 2016, Ms. Coussens served as Chief Financial Officer for White Deer Energy, a private equity firm targeting investments in oil and gas exploration and production, oilfield service and equipment manufacturing, and the midstream sector of the energy industry. Prior to White Deer Energy, from 2013 through 2014, Ms. Coussens served as Director of Financial Services for Timmon Advisors, LLC, an asset management firm, and from 2010 through 2013, Ms. Coussens served as Director of SEC and Financial Reporting for Edelman Financial Group (formerly Sanders Morris Harris) (NASDAQ: EF), a publicly traded asset management firm with over $20 billion of assets under management, overseeing aspects of SEC reporting and acquisition integration. Ms. Coussens began her career as an audit and tax associate for Null-Lairson, P.C. from 2002 to 2004, an audit manager for Grant Thornton from 2004 to 2008, and a controller for Tudor, Pickering, Holt and Co. and TPH Partners from 2008 to 2010. Ms. Coussens is a Certified Public Accountant and holds a B.A. in Accounting from the University of Houston, where she graduated with honors. Ms. Coussens has served as a director of Granite Ridge since 2022. Granite Ridge believes Ms. Coussens is qualified to serve on the Board because of her extensive experience in the energy industry in finance, accounting, and operational roles and experience with oil and gas private equity firms.

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						Matthew Miller, Director (Class II) and Co-Chairman of the Board Mr. Miller is a Co-Founder of Grey Rock and has served as Managing Partner and as a member of Grey Rock’s Investment Committee and Valuation Committee since 2013. At Grey Rock, Mr. Miller focuses on deal origination, valuation, due diligence, execution, project management, and divestitures. Mr. Miller works to maximize return for a given amount of risk for the Grey Rock portfolio. Previously, Mr. Miller served at Bluescape Resources from 2008 to 2013 and at McKinsey & Co. from 2006 to 2008. Mr. Miller also serves as the co-chair of the University of Virginia Jefferson Scholars DFW Regional Selection Committee. Mr. Miller holds a B.S. in Commerce from the University of Virginia, and he is a Chartered Financial Analyst. Mr. Miller has served as a director of Granite Ridge and as co-Chairman of the Board of Granite Ridge since 2022. Granite Ridge believes Mr. Miller is qualified to serve on the Board because of his extensive experience in the energy sector, his business acumen, and his leadership skills.

						John McCartney, Director (Class II) Mr. McCartney joined the executive management team of US Robotics in March 1984 as Vice President and Chief Financial Officer. At US Robotics, he served in various executive capacities, including as Executive Vice President, International, until serving as President and Chief Operating Officer from January 1996 until its merger with 3Com Corporation in June 1997. From June 1997 to March 1998, Mr. McCartney held the position of President of 3Com Corporation’s Client Access Unit. Since 2004, Mr. McCartney has served as a director of Huron Consulting Group (NASDAQ: HURN), where he was Chairman of the Board from 2010 through December 2024. Mr. McCartney has also served as a director of EQT, Corp. (NYSE: EQT), a publicly traded natural gas exploration and production company, since 2019 and currently serves as a member of its public policy and corporate responsibility, and corporate governance committees. From 2007 to August 2023, Mr. McCartney served on the board of Datatec Limited, a publicly traded networking technology and services company. Mr. McCartney has also served on the boards of Rice Energy Inc., a formerly publicly traded independent natural gas and oil company acquired by EQT in 2017, and Covance Inc., a formerly publicly traded drug development services company acquired by Laboratory Corporation of America Holdings (NYSE: LH) in 2015. Mr. McCartney received a B.A. in Philosophy from Davidson College and an M.B.A. from The Wharton School of the University of Pennsylvania. Mr. McCartney has served as a director of Granite Ridge since 2022. Granite Ridge believes Mr. McCartney is qualified to serve on the Board because of his deep public company, governance, and accounting experience, having served as chairman and vice chairman of the boards of numerous public and private companies, including another energy company.

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Executive Officers

						Tyler S. Farquharson, President and Chief Executive Officer Mr. Farquharson has served as the Company’s President and Chief Executive Officer since June 2025. Prior to serving in that role, Mr. Farquharson served as the Company’s Chief Financial Officer from July 2022 to June 2025. Mr. Farquharson has over 20 years of oil and gas finance experience. Prior to joining Granite Ridge, Mr. Farquharson served as Vice President, Chief Financial Officer and Treasurer of EXCO Resources, Inc. (“EXCO”), an independent oil and natural gas company, from October 2017 to May 2022. Mr. Farquharson began his career in August 2005 serving in various corporate finance, planning, treasury and investor relations roles at EXCO. Mr. Farquharson received a B.S. in Finance from the University of Kansas in 2005.

						R. Kyle Kettler, Chief Financial Officer Mr. Kettler has served as the Company’s Chief Financial Officer since February 2026. He is a seasoned finance and accounting executive and investor with over 25 years of experience across direct lending, public and private markets, investment banking and public accounting. Most recently, from 2008 to 2025, he was a Partner at Chambers Energy Management, where he helped lead the firm’s investment sourcing, due diligence, valuation and portfolio management efforts. Mr. Kettler’s experience spans the entire capital structure and energy value chain: originated loans, high yield bonds, private and public equity, and structure products for upstream oil and gas, oilfield services, midstream, refining, and power companies. Mr. Kettler has a BBA in Accounting and an MBA from the University of Texas at Austin. He is also a CPA and holds the CFA designation.

						Kimberly A. Weimer, Chief Accounting Officer Ms. Weimer is the Company’s Chief Accounting Officer. From June 2025 to February 2026, she also served as Interim Chief Financial Officer. Ms. Weimer has over 20 years of accounting experience, primarily in the energy industry. Prior to joining Granite Ridge in January 2024, Ms. Weimer served as the Chief Financial Officer of Titanium Exploration Partners, an oil and gas asset manager, from October 2018 through December 2023, where she oversaw all aspects of the finance and accounting departments. She has served in various executive and senior leadership positions throughout her career, including as Vice President and Chief Financial Officer of Enduro Resource Partners and Director of Investor Relations at Encore Acquisition Company and Encore Energy Partners. Ms. Weimer received a Bachelor of Science degree in Finance and Accounting from Louisiana State University. She is a Certified Public Accountant in the state of Texas.

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CORPORATE GOVERNANCE

Board Leadership

The individuals selected to be on the Board recognize that the leadership structure and combination or separation of the Chief Executive Officer and Chairman (or co-Chairmen, as applicable) roles is driven by the needs of Granite Ridge at any point in time. As a result, the Board does not have a fixed policy regarding the separation of the offices of Chief Executive Officer and Chairman (or co-Chairmen, as applicable) and instead the Board will maintain the flexibility to select the Chairman (or co-Chairmen, as applicable) and its leadership structure, from time to time, based on the criteria that it deems in the best interests of Granite Ridge and its stockholders. Currently, the role of Chief Executive Officer is a separate role from our current Co-Chairmen roles. The individuals selected to be on the Board believe that, at this time, having a separate Chief Executive Officer and Co-Chairmen is the appropriate leadership structure for Granite Ridge. The Board believes that at this time the separation of these positions enhances both the oversight of management by the Board and the Company’s overall leadership structure and that each of our Co-Chairmen provide unique and valuable direction to the Board, which helps enable effective collaboration with the Chief Executive Officer in furtherance of the Board’s oversight responsibilities. Our Chief Executive Officer is responsible for the day-to-day management and supervision of the business and affairs of Granite Ridge and for ensuring that the directives of the Board are carried into effect. Our Co-Chairmen are charged with presiding over all meetings of the Board and our stockholders and providing advice and counsel to the Chief Executive Officer.

Pursuant to our Corporate Governance Guidelines, if the Chairman (or co-Chairmen, as is our current structure) is not an independent director, the Board will designate a Lead Independent Director. Because our Co-Chairmen are not currently considered independent directors, John McCartney serves as our Lead Independent Director, a position in which he has served since 2022. As the Lead Independent Director, Mr. McCartney joins the Chairman (or co-Chairmen, as applicable), in providing leadership and guidance to the Board. The Lead Independent Director’s responsibilities include serving as a liaison between the Co-Chairmen and the independent directors of the Board, presiding over executive sessions of the independent directors, and being available for consultation and direct communication with the Company’s major stockholders upon request.

Controlled Company Exemption

Pursuant to the terms of the Voting Agreement, dated August 25, 2023, by and among Grey Rock Energy Partners GP II, L.P. (“GREP II”), Grey Rock Energy Partners GP III, L.P. (“GREP GP III”), Matthew Miller, Griffin Perry, Thaddeus Darden, and Kirk Lazarine (the “Voting Agreement” and the parties to the Voting Agreement, the “Voting Agreement Parties”), the shares held by the Voting Agreement Parties constitute approximately 50.0% of the voting power of our common stock. As a result, Granite Ridge is a “controlled company” under the corporate governance rules of the New York Stock Exchange (“NYSE”) and qualifies for exemptions from certain corporate governance requirements. Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

•the requirement that a majority of its board of directors consist of independent directors as defined under the rules of the NYSE;

•the requirement that it have a nominating and corporate governance committee comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

•the requirement that it have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

As a result of being a “controlled company” under the NYSE’s current listing standards, Granite Ridge qualifies for, and avails itself of, the controlled company exemptions under the corporate governance rules of the NYSE. Notwithstanding the controlled company exemption that it qualifies for and avails itself of, the Board has determined that Granite Ridge shall have an environmental, social, and governance committee, which, among other things, assists the Board in the director nomination process and advises the Board with respect to corporate governance practices, and a compensation committee.

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Director Independence

Rather than adopting categorical standards, the Board assesses director independence on a case-by-case basis, in each case consistent with applicable legal requirements and the listing standards of the NYSE. The NYSE listing standards provide that to qualify as an “independent director,” in addition to satisfying certain bright-line criteria, the listed company’s board of directors must affirmatively determine that a director has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company), including any relationships among our directors and officers. Notwithstanding the controlled company exemption that it qualifies for, and avails itself of, the Board has determined that Amanda Coussens, Michele Everard and John McCartney are independent directors of Granite Ridge as defined under the applicable NYSE rules.

Risk Oversight

In parallel with the management services provided by Grey Rock Administration, LLC, a Delaware limited liability company (“Grey Rock”), through the Management Services Agreement dated October 24, 2022 by and between Granite Ridge Resources, Inc. and Grey Rock (the “MSA”), the Board oversees the Company’s risk management, including the risk management activities both directly and through its standing committees, as follows.

The Audit Committee oversees the Company’s enterprise risk management process. The Company’s management meets with relevant employees of Grey Rock to discuss risks and escalates them, as appropriate, to the Audit Committee. Audit Committee meetings include discussions of specific risk areas throughout the year, including, among others, those relating to significant financial matters, cybersecurity, and data protection.

The Compensation, ESG and Conflicts committees oversee risks associated with their respective areas of responsibility. The Compensation Committee oversees the assessment of risks related to the Company’s compensation policies and programs. The ESG Committee oversees the Company’s ESG matters, including risks related thereto. The Company’s management provides relevant updates directly to the ESG Committee regarding the Company’s ESG matters, including ESG-related risks, and relevant information is shared with the full Board as part of the ESG Committee’s report to the Board. The Conflicts Committee considers risks associated with the arrangements and transactions between Granite Ridge and Grey Rock or its affiliates.

The Board is kept abreast of its committees’ risk oversight and other activities via reports of the committee chairs to the full Board at regular Board meetings. In addition, the Board receives detailed regular reports from members of our senior management that include discussions of the risks and exposures involved in their respective areas of responsibility. Further, the Board is routinely informed by the appropriate members of senior management of developments internal and external to the Company that could affect our risk profile.

Corporate Governance Documents

Please visit our investor relations website at https://ir.graniteridge.com, “Governance—Governance,” for additional information on our corporate governance, including:

•our Corporate Governance Guidelines, which includes policies on Board composition, director qualification standards and responsibilities, meetings of the Board, director attendance at our annual meetings, management evaluation, succession planning, and stockholder communications with the Board;

•the charters approved by the Board for the Audit Committee, the Compensation Committee, the Conflicts Committee and the ESG Committee; and

•our Corporate Code of Business Conduct and Ethics.

Insider Trading Policy and Hedging Prohibitions

We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees (the “Insider Trading Policy”) that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and the exchange listing standards applicable to the Company. A copy of the Insider Trading Policy is included as Exhibit 19.1 to our most recent Annual Report on Form 10-K. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws as well as the applicable rules and regulations of NYSE. Our Insider Trading Policy also prohibits our

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directors, officers and employees from entering into short sales or hedging or monetization transactions involving our securities.

Board Meetings and Committees

The Board meets regularly during the year and holds special meetings and acts by unanimous written consent whenever circumstances require. During 2025, there were four regular meetings and three special meetings of the Board. At all four regular meetings of the Board, the independent directors met in executive session, with Mr. McCartney presiding over such meetings as Lead Independent Director. Mr. Lazarine missed one regularly scheduled Board meeting; otherwise, the incumbent directors attended 100% of such aggregate meetings of the Board and 100% of any committee meetings on which they served occurring during 2025. Directors are encouraged to attend the Company’s annual meetings of stockholders. All of the members of the Board attended the 2025 Annual Meeting.

The standing committees of the Board consist of an Audit Committee, a Compensation Committee, a Conflicts Committee and an ESG Committee. Each committee reports to the Board as they deem appropriate and as the Board may request. The Committees keep the Board informed of their actions and provide assistance to the Board in fulfilling its oversight responsibility to stockholders. The table below provides current Committee membership information as well as meeting information for the last fiscal year.

Name

Audit Committee

Compensation Committee

Conflicts Committee

ESG Committee

Matthew Miller(1)

Griffin Perry(1)

(2)

Amanda N. Coussens

(2)

(3)

Thaddeus Darden

(2)

Michele J. Everard

(2)

Kirk Lazarine

John McCartney(4)

Total Meetings in 2025

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(1)Co-Chair of the Board

(2)Committee Chair

(3)Non-voting member

(4)Lead Independent Director

The functions performed by these Committees, which are set forth in more detail in their charters, are summarized below.

Audit Committee

The primary purposes of Granite Ridge’s Audit Committee are to assist the Board’s oversight of:

•the accounting and financial reporting processes of Granite Ridge and audits of Granite Ridge’s financial statements;

•the integrity of Granite Ridge’s financial statements and Granite Ridge’s compliance with legal and regulatory requirements;

•the qualifications, independence, and performance of any independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for Granite Ridge;

•reviewing, with Granite Ridge’s independent registered public accounting firm, the scope and results of their audit;

•overseeing the financial reporting process and discussing with management and Granite Ridge’s independent registered public accounting firm the quarterly and annual financial statements that Granite Ridge files with the SEC;

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•the design and implementation of Granite Ridge’s internal audit function; and

•the preparation of an annual Audit Committee report and the publishing of the report in Granite Ridge’s proxy statement for its annual meeting of stockholders, in accordance with applicable rules and regulations.

Granite Ridge’s Audit Committee consists of Amanda Coussens, Michele Everard, and John McCartney, with Ms. Coussens serving as chair. Rule 10A-3 of the Exchange Act and the NYSE rules require that Granite Ridge’s Audit Committee be composed entirely of independent directors. The Board has affirmatively determined that each of Amanda Coussens, Michele Everard, and John McCartney meet the heightened independence standards applicable to audit committee members prescribed by Rule 10A-3 of the Exchange Act and the NYSE rules.

Each member of Granite Ridge’s Audit Committee also meets the financial literacy requirements of NYSE listing standards. In addition, the Board has determined that Ms. Coussens qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The Board has adopted a written charter for the Audit Committee, which is available on Granite Ridge’s website at www.graniteridge.com under the heading “Investors” and the subheading “Governance—Governance Documents.” The information on our website is deemed not to be incorporated in this proxy statement or to be part of this proxy statement.

Compensation Committee

The primary purposes of Granite Ridge’s Compensation Committee are to:

•oversee Granite Ridge’s overall compensation philosophy that applies to all Granite Ridge employees;

•review, evaluate, and approve the agreements, plans, policies, and programs of Granite Ridge to compensate Granite Ridge’s executive officers and directors and, in certain instances, which may compensate individuals providing services to Granite Ridge pursuant to the MSA; and

•discharge the Board’s responsibilities relating to compensation of Granite Ridge’s executive officers and directors.

Our Compensation Committee has the authority to engage a compensation consultant at any time if it determines that it would be appropriate to consider the recommendations of an independent outside source. The Compensation Committee has engaged Dana Krieg, an independent compensation consultant. With the help of Ms. Krieg, the Compensation Committee designed an executive compensation program for 2025, structured to drive performance and support the Company as it grows. The Compensation Committee may delegate to its chair, any of its members, or any subcommittee it may form the responsibility and authority for any particular matter, as it deems appropriate from time to time under the circumstances and consistent with applicable law and its charter. The Compensation Committee may also delegate the approval of award grants and other transactions and responsibilities regarding the administration of compensatory programs to a subcommittee consisting solely of members of the Compensation Committee or the Board that are “non-Employee Directors” for the purposes of Rule 16b-3 of the Exchange Act.

Granite Ridge’s Compensation Committee is composed of Thaddeus Darden, Matthew Miller, John McCartney, and Amanda Coussens (a non-voting member), with Mr. Darden serving as chair. As described elsewhere in this report, Mr. Darden and Mr. Miller are both managing partners of Grey Rock and may have an interest in the transactions between Grey Rock and us. Please see “Certain Relationships and Related Party Transactions.”

The Board has adopted a written charter for the Compensation Committee, which is available on Granite Ridge’s website at www.graniteridge.com under the heading “Investors” and the subheading “Governance—Governance Documents.” The information on our website is deemed not to be incorporated in this proxy statement or to be part of this proxy statement.

Conflicts Committee

The Conflicts Committee’s responsibilities include, among other things, reviewing and approving:

•new material arrangements and transactions between Granite Ridge and Grey Rock or its affiliates;

•amendments to, waivers of, or resolution of material disputes related to agreements between Grey Rock and its affiliates on the one hand and Granite Ridge and its affiliates on another, including any material amendment, waiver, or disputes relating to the MSA; and

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•related person transactions pursuant to Granite Ridge’s related party transactions policy.

Granite Ridge’s Conflicts Committee is composed of Amanda Coussens, Michele Everard, and John McCartney, with Ms. Everard serving as chair. The Conflicts Committee is composed entirely of directors who the Board has determined meet the independence requirements of the NYSE. The Board has adopted a written charter for the Conflicts Committee, which is available on Granite Ridge’s website at www.graniteridge.com under the heading “Investors” and the subheading “Governance—Governance Documents.” The information on our website is deemed not to be incorporated in this proxy statement or to be part of this proxy statement.

ESG Committee

The ESG Committee’s responsibilities include, among other things:

•the oversight and monitoring of Granite Ridge’s environmental, social and governance initiatives;

•reviewing and recommending to the Board, and assisting the Board in implementing, any changes to its corporate governance practices;

•assisting the Board by identifying individuals qualified to become members of the Board, and recommending director nominees to the Board;

•advising the Board about the appropriate composition of the Board and its committees;

•leading the Board in the annual performance evaluation of the Board and its committees and of management; and

•directing all matters relating to the succession of Granite Ridge’s chief executive officer.

Granite Ridge’s ESG Committee is composed of Amanda Coussens, Thaddeus Darden, and Griffin Perry, with Mr. Perry serving as chair. The Board has adopted a written charter for the ESG Committee, which is available on Granite Ridge’s website at www.graniteridge.com under the heading “Investors” and the subheading “Governance—Governance Documents.” The information on our website is deemed not to be incorporated in this proxy statement or to be part of this proxy statement.

Code of Business Conduct and Ethics and Corporate Governance Guidelines

Granite Ridge has adopted a written code of business conduct and ethics that applies to its directors, officers, employees and individuals providing services to Granite Ridge pursuant to the MSA, in accordance with applicable federal securities laws, a copy of which is available on Granite Ridge’s website at www.graniteridge.com under the heading “Investors” and the subheading “Governance—Governance Documents.” Granite Ridge intends to disclose on its website any future amendments of the code of ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions or Granite Ridge’s directors from provisions in the code of business conduct and ethics. Additionally, Granite Ridge has adopted corporate governance guidelines, a copy of which is available on Granite Ridge’s corporate website, that address items such as the qualifications and responsibilities of its directors and director candidates and corporate governance policies and standards. The information on our website is deemed not to be incorporated in this proxy statement or to be part of this proxy statement.

Director Nominations

Our Board considers candidates for director who are recommended by the ESG Committee, its members, other Board members, stockholders, and management. To assist it in identifying director candidates for recommendation to the full Board, the ESG Committee is also authorized to retain, at the expense of the Company, third party search firms and legal, accounting, or other advisors, including for purposes of performing background reviews of potential candidates.

The Board does not have a mandatory retirement age or term limits for directors. We believe our stockholders benefit from continuity of directors and a mix of tenure on the Board. To help the Board continue to generate new ideas and operate effectively, the ESG Committee discusses individual Board member performance and takes steps as necessary regarding continuing director tenure, including by evaluating the current composition of the Board and the skills, experiences and backgrounds that may be needed as the strategy of the business or the operating environment evolves. The ESG Committee considers each director’s age and length of tenure when considering Board composition and seeks to maintain a balance of experience and continuity, along with fresh perspectives.

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Among the qualifications and skills of a candidate, including incumbent directors, considered important by the ESG Committee are:

•relevant skills, qualifications, and experience;

•independence under applicable standards;

•business judgment;

•a strong mix of background and experience;

•service on boards of directors of other companies;

•personal and professional integrity, including commitment to the Company’s core values;

•openness and ability to work as part of a team;

•leadership and risk management experience;

•willingness to commit the required time to serve as a Board member; and

•familiarity with the Company and its industry.

When evaluating re-nomination of existing directors, the ESG Committee also considers the nominees’ past Board and committee meeting attendance and performance, length of Board service and their independence under the applicable standards. The ESG Committee believes that each of the director nominees for the Annual Meeting possesses these attributes.

The ESG Committee evaluates director candidates recommended by stockholders in the same way that it evaluates candidates recommended by its members, other members of the Board, or other persons. Stockholders wishing to submit recommendations for director candidates for consideration by the ESG Committee must provide certain information in writing to the attention of the Corporate Secretary of the Company as described in our amended and restated bylaws (the “Bylaws”), including:

•the name, age, business address and residence address of the nominee and the name and address of the stockholder making the nomination (and the name and address of the beneficial owner, if any, on whose behalf the nomination is made);

•the principal occupation or employment of the nominee;

•the class or series and number of shares of capital stock of the Company that are owned beneficially or of record by the nominee and the stockholder (and the beneficial owner, if any, on whose behalf the nomination is made);

•a written statement and agreement executed by each such nominee acknowledging that such nominee consents to being named in the Company’s proxy statement as a nominee and to serving as a director if elected;

•a description of all arrangements or understandings relating to the nomination by the stockholder making such nomination among such stockholder, the beneficial owner, if any, on whose behalf the nomination is made, the nominee, and any other person or persons (including their names) acting in concert with any of the foregoing and a description of any arrangement, agreement, or understanding (including any derivative or short positions, profits interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, the stockholder or the beneficial owner, if any, on whose behalf the nomination is being made and any of their affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such person or any of their affiliates or associates with respect to shares of our common stock;

•a representation that the stockholder making the nomination (or a qualified representative of such stockholder) is a holder of record of our common stock and intends to appear in person or by proxy at the Annual Meeting to nominate the nominee; and

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•any other information relating to the nominee and stockholder that would be required to be disclosed in a proxy statement or other SEC filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.

Communications with the Board

Our Board welcomes communications from our stockholders and other interested parties. Interested parties may communicate directly with the independent directors by submitting a communication in writing to Granite Ridge Resources, Inc., 5217 McKinney Avenue, Suite 400, Dallas, Texas 75205 in an envelope marked “Confidential” addressed to the “Independent Members of the Board of Directors” in care of the Company’s Corporate Secretary. The Company’s Corporate Secretary will review and forward each communication, as soon as reasonably practicable, to the addressee(s) if the communication falls within the scope of matters generally considered by the independent directors. Access to non-management directors will be available through the Company’s website or by contacting the Company at info@graniteridge.com.

Director Compensation

In order to determine compensation for the members of our Board, the Compensation Committee consulted with Ms. Krieg and analyzed peer group compensation for directors to develop a competitive compensation package designed to attract and retain talented director nominees. As a result of this analysis, the Compensation Committee recommended, and the Board approved, the following compensation for the Board in 2025: an annual Board retainer of $75,000 per director, payable quarterly in arrears in cash (or at the election of the director, in stock); an annual equity grant of $75,000 per director (which vests in full on the first anniversary of the date of grant); and an additional annual retainer for the Audit Committee Chair of $15,000, payable quarterly in arrears in cash (or at the election of the Audit Committee Chair, in stock).

We reimburse directors for all reasonable expenses incurred in attending Board or committee meetings and activities, including travel. Each director will also be fully indemnified by us for actions associated with their service as a director to the fullest extent permitted under Delaware law.

The table below sets forth the compensation earned or received by our directors during the year ended December 31, 2025:


Name	Fees Earned or Paid in Cash	Stock Awards(1)	Total
Amanda N. Coussens(2)	$90,000	$75,000	$165,000
Thaddeus Darden	$75,000	$75,000	$150,000
Michele J. Everard	$75,000	$75,000	$150,000
Kirk Lazarine	$75,000	$75,000	$150,000
John McCartney	$75,000	$75,000	$150,000
Matthew Miller(3)	$75,000	$75,000	$150,000
Griffin Perry	$75,000	$75,000	$150,000

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(1)Represents a grant of 11,278 shares of restricted stock awarded to each of the directors on the Board on January 2, 2025. The restricted stock remained outstanding as of December 31, 2025 and vested on January 2, 2026. As of December 31, 2025, the 11,278 shares of restricted stock per director were the only restricted shares outstanding. Grant date fair values were all calculated in accordance with FASB ASC Topic 718, and all amounts shown in this column exclude the effect of estimated forfeitures related to service-based vesting conditions. The grant date fair values of the shares of restricted stock were calculated based on the market-quoted closing price of the Company’s common stock on the date of the awards. Additional detail regarding the awards reflected within this column is included in Note 13 to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

(2)Ms. Coussens also received a cash retainer for her service as the Audit Committee Chair.

(3)Mr. Miller elected to receive, in lieu of cash, his cash compensation for the 2025 calendar year in 13,482 fully vested shares of the Company’s common stock. The number of shares of common stock issued to Mr. Miller equaled the amount of the foregone cash compensation for the particular calendar quarter divided by the closing price of the Company’s common stock on the last day of such calendar quarter.

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PROPOSAL 1—ELECTION OF DIRECTORS

The Board, based on the recommendation of the ESG Committee, has proposed that the following three nominees be elected as Class I Directors of Granite Ridge at the Annual Meeting, each of whom, if elected, will hold office until our annual meeting of stockholders in 2029 or until his or her successor shall have been elected and qualified or his or her earlier death, resignation, or removal:

•Thaddeus Darden

•Michele J. Everard

•Kirk Lazarine

Each of the nominees is currently a Class I Director of the Company. Biographical information for each nominee is contained in the “Corporate Governance” section above.

Although the Board expects that the three nominees will be willing and available to serve as directors, if any of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees.

Vote Required

The election of directors in this Proposal No. 1 requires the affirmative vote of a plurality of the votes validly cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Neither withhold votes nor broker non-votes will have any effect on the outcome of voting on director elections.

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH NOMINEE.

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PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF FORVIS MAZARS, LLP

Under the rules and regulations of the SEC and NYSE, the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent auditors. In addition, the Audit Committee oversees the work of our independent auditors, considers the independence of our independent auditors and participates in the selection of the independent auditor’s lead engagement partner. The Audit Committee has appointed, and, as a matter of good corporate governance, is requesting ratification by the stockholders of the appointment of, the registered public accounting firm of Forvis Mazars to serve as independent auditors for the fiscal year ending December 31, 2026. Forvis Mazars has served as the independent auditor for the funds managed by Grey Rock Energy Management, LLC since 2015, and Forvis Mazars has served as independent auditor for the Company since 2022. The Audit Committee considered a number of factors in determining whether to re-engage Forvis Mazars as the Company’s independent registered public accounting firm, including the length of time the firm has served in this role, the firm’s professional qualifications and resources, the firm’s past performance, and the firm’s capabilities in handling the breadth and complexity of our business, as well as the potential impact of changing independent auditors.

The Board and the Audit Committee believe that the continued retention of Forvis Mazars as the Company’s independent auditor is in the best interests of the Company and its stockholders. If stockholders do not ratify the selection of Forvis Mazars, the Audit Committee may reconsider its selection of Forvis Mazars as our independent registered public accounting firm for the fiscal year ending December 31, 2026, but the Audit Committee may also elect to retain Forvis Mazars. In addition, if stockholders ratify the selection of Forvis Mazars as independent auditors, the Audit Committee may nevertheless periodically request proposals from other major registered public accounting firms and as a result of such process may select Forvis Mazars or another registered public accounting firm as our independent auditors.

Audit and Other Fees

The table below sets forth the aggregate fees billed by Forvis Mazars, the Company’s independent registered public accounting firm, for the last two fiscal years (in millions):


	2025	2024
Audit Fees(1)	$1.5	$1.2
Audit-Related Fees(2)	$0.0	$0.0
Tax Fees(3)	$0.0	$0.0
All Other Fees	$0.0	$0.0
Total Fees	$1.5	$1.2

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(1)“Audit Fees” include the aggregate fees for professional services performed for the (i) audit of the Company’s annual consolidated financial statements included in its Annual Report on Form 10-K; (ii) reviews of the Company’s quarterly financial statements included in its Quarterly Reports on Form 10-Q; and (iii) services that are normally provided in connection with statutory and regulatory filings or engagements, such as comfort letters and consents.

(2)“Audit-Related Fees” consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

(3)“Tax Fees” consist of tax compliance, tax advice and tax planning.

Before the independent registered public accounting firm is engaged by the Company or its subsidiaries to render audit or non-audit services, the Audit Committee must pre-approve the engagement. The Audit Committee’s pre-approval of audit and non-audit services provided by our independent auditor is not required if the engagement for the services is entered into pursuant to pre-approval policies and procedures established by the Committee. Pursuant to the Audit Committee’s charter, the Chairman of the Audit Committee has the authority to grant pre-approvals, provided such approvals are within the pre-approval policy and are presented to the Audit Committee at a subsequent meeting.

The Audit Committee or Chairman of the Audit Committee, as applicable, approved or pre-approved 100% of the services described in the table set forth above for the year ended December 31, 2025. The duties of the Audit Committee are described in the Audit Committee’s charter that is posted on the Company’s website at www.graniteridge.com under the heading “Investors” and the subheading “Governance—Governance Documents.”

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Representatives of Forvis Mazars are not expected to attend the Annual Meeting; however, Forvis Mazars representatives will have an opportunity to respond to appropriate questions from stockholders submitted in advance of the Annual Meeting, and members of Company management will have an opportunity to make a statement at the Annual Meeting on Forvis Mazars’ behalf.

Vote Required

The ratification of the appointment of our independent auditors in this Proposal No. 2 requires the affirmative vote of the majority of the votes validly cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will not have any effect on the outcome. Because banks, brokers, or other nominees have discretion to vote on this proposal, we do not expect any broker non-votes.

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF FORVIS MAZARS AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.

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AUDIT COMMITTEE REPORT

Primary Oversight Responsibilities

Our management is responsible for establishing a system of internal controls, assessing such controls and for preparing our consolidated financial statements in accordance with generally accepted accounting principles. Our independent registered public accounting firm is responsible for auditing our consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and issuing its report based on its audit.

Under the Audit Committee’s charter, the primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities as to, among other duties: (1) the integrity of the Company’s financial statements; (2) the Company’s compliance with legal and regulatory requirements; (3) the appointment, qualifications, independence and performance of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report on the Company’s financial statements; and (4) the design and implementation of the Company’s internal audit function.

2025 Audited Financial Statements

In connection with the preparation of the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025:

•The Audit Committee reviewed and discussed the audited financial statements and associated audit with the independent registered public accounting firm and management.

•The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by the applicable regulations promulgated by the PCAOB. In general, these auditing standards require the independent registered public accounting firm to communicate to the Audit Committee certain matters that are incidental to the audit, such as any initiation of, or changes to, significant accounting policies, management judgments, accounting estimates and audit adjustments; disagreements with management; the independent registered public accounting firm’s judgment about the quality of our accounting principles; significant audit risks identified and any changes from planned audit strategy; the use of specialists on the audit team; and issues for which the independent registered public accounting firm have consulted outside the engagement team.

•The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communication with the Audit Committee concerning independence and has discussed the independent registered public accounting firm’s independence with the independent registered public accounting firm. The Audit Committee also considered whether the independent registered public accounting firm’s provision of non-audit services to us was compatible with maintaining their independence.

Based on the review and discussions noted above, the Audit Committee recommended to the Board that the audited consolidated financial statements for the year ended December 31, 2025 be included in our Annual Report on Form 10-K filed with the SEC.

The Audit Committee of the Board of Directors

Amanda N. Coussens (Chair)

Michele J. Everard

John McCartney

The above report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not be deemed filed under such Acts.

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PROPOSAL 3—ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Exchange Act and Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the following proposal, commonly known as a “Say on Pay” proposal, provides our stockholders with a nonbinding advisory vote to approve the compensation of our named executive officers. The named executive officers are the individuals identified in the Summary Compensation Table included in this proxy statement below. Because your vote on this proposal is advisory, it will not be binding upon us or our Board. However, the Compensation Committee will review and consider the results of the vote when making future executive officer compensation decisions.

Before you vote on the resolution below, please carefully review the entire “Compensation Discussion and Analysis” section included in this proxy statement, along with the tables, narrative disclosure and footnotes that follow the “Compensation Discussion and Analysis.” This section contains important information about our executive compensation program and philosophy. It also explains how and why the Compensation Committee made specific decisions about the named executive officers’ compensation for 2025.

The following resolution will be voted on at the Annual Meeting:

RESOLVED, that the stockholders of Granite Ridge Resources, Inc. hereby approve, on an advisory basis, the compensation of the named executive officers in the Compensation Discussion and Analysis, the compensation tables, and the other related tables and disclosure as disclosed in this proxy statement.

Properly executed proxies will be voted at the Annual Meeting in accordance with the instructions specified on the proxy; if no such instructions are given, the persons named as agents and proxies in the accompanying form of proxy will vote such proxy “FOR” this proposal.

Vote Required

The advisory vote regarding compensation for our named executive officers in this Proposal No. 3 requires the affirmative vote of the majority of the votes validly cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on the outcome of the vote on this proposal.

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF COMPENSATION TO OUR NAMED EXECUTIVE OFFICERS.

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PROPOSAL 4—ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Exchange Act, the following proposal provides our stockholders with the opportunity to indicate how frequently we will hold a “Say on Pay” on compensation of our named executive officers in the future. We are seeking a vote, on a non-binding, advisory basis, on a resolution as to whether future advisory votes on the compensation of our named executive officers should occur every one, two, or three years.

Our Board believes that it is appropriate and in the best interests of our stockholders to hold the advisory vote on the compensation of our named executive officers annually. An annual advisory vote on the compensation of our named executive officers will allow our stockholders to provide timely, direct input on the Company’s executive compensation philosophy, policies and practices as disclosed in the Company’s proxy statement each year, which is consistent with the Company’s efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters.

Stockholders will be able to specify one of four choices for this proposal on the proxy card: “EVERY YEAR,” “TWO YEARS,” “THREE YEARS,” or “ABSTAIN.” The option of every year, two years or three years that receives the highest number of votes cast by stockholders will generally be the frequency for the advisory vote on executive compensation that has been selected by stockholders. This advisory vote on the frequency of future advisory votes on executive compensation is not binding on the Board or the Company in any way. Notwithstanding the Board’s recommendation and the outcome of the stockholder vote, the Board may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to our executive compensation programs.

Vote Required

The advisory vote regarding the frequency for the advisory vote on compensation for our named executive officers in this Proposal No. 4 requires the affirmative vote of the majority of the votes validly cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon, unless none of the three frequency choices receives a majority, in which case the choice that receives the plurality of votes cast will be considered approved. Abstentions and broker non-votes will have no effect on the outcome of the vote on this proposal.

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR HOLDING THE ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ANNUALLY.

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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Committee Report

Amanda Coussens and John McCartney, who serve on the Compensation Committee, are independent directors in accordance with NYSE standards. The Compensation Committee has reviewed and discussed with management the following section titled “Compensation Discussion and Analysis.” Based upon its review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

By the members of the Compensation Committee:

Thaddeus Darden (Chairman)

Amanda Coussens

John McCartney

Matthew Miller

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis provides an overview of the philosophy and objectives of our executive compensation program. It explains how compensation decisions are linked to performance as compared to our strategic goals and defined targets under the elements of the compensation program. These goals and targets are disclosed in the limited context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance.

The following table shows our named executive officers or “NEOs” for 2025. Our executive officers serve until their successors are duly appointed.

Name

Age

Position at 12/31/2025

Tyler S. Farquharson(1)

President and Chief Executive Officer

Luke Brandenberg(2)

Former President and Chief Executive Officer

Kimberly A. Weimer(3)

Interim Chief Financial Officer and Chief Accounting Officer

————————

(1)In June 2025, Mr. Farquharson was promoted from Chief Financial Officer to President and Chief Executive Officer.

(2)In June 2025, Mr. Brandenberg departed from his position as President and Chief Executive Officer.

(3)From January 2025 to June 2025, Ms. Weimer served as Chief Accounting Officer. From June 2025 to February 2026, Ms. Weimer served as Interim Chief Financial Officer and Chief Accounting Officer. After the appointment of R. Kyle Kettler to Chief Financial Officer in February 2026, Ms. Weimer returned to her role as Chief Accounting Officer. Mr. Kettler was not an executive officer during any part of 2025; therefore, he will not be reflected in the 2025 compensation disclosures that follow.

Compensation Philosophy and Principles

Our executive compensation program is designed to attract, retain, and motivate highly qualified executives and align their individual interests with the interests of our stockholders. It is the Compensation Committee’s responsibility to design and administer compensation programs that achieve these goals, and to make recommendations to the Board to approve and adopt these programs. The total compensation of our executives is generally comprised of approximately 40% equity-based awards issued under our long-term incentive plan, 20% annual cash bonus awards, and 40% base salary. The NEOs also participate in our retirement, health and welfare plans, but we set total target compensation values based upon these three main compensation elements.

The Compensation Committee considers the following principles in determining the total compensation of the named executive officers:

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•Base salary, short-term incentives and long-term incentives should be competitive with the market in which we compete for executive talent in order to attract, retain, and motivate highly qualified executives;

•Equity-based awards under the long-term incentive plan should represent a significant portion of the executive’s total compensation in order to retain and incentivize highly qualified executives and to ensure all executives have a meaningful equity stake in the Company. Equity-based awards foster a culture of ownership and are a way to align the interests of executives with those of our stockholders;

•The compensation program should be sufficiently flexible to address special circumstances, including retention initiatives specifically targeted to retain highly qualified executives during challenging times; and

•The compensation program should drive performance and reward contributions in support of our business strategies and achievements.

Compensation Methodology

The Compensation Committee annually reviews our executive compensation program and each individual element of compensation. The review includes an analysis of the compensation practices of other companies in our industry, the competitive market for executive talent, the evolving demands of the business, specific challenges that we may face, and individual contributions to the Company. The Compensation Committee recommends to the Board adjustments to the compensation program and to each individual element as determined necessary to achieve our goals. The Compensation Committee retains an independent compensation consultant to assist in its review and to provide input regarding the compensation program and each individual element.

Role of Chief Executive Officer

The Board, upon recommendation of the Compensation Committee, determines the compensation payable to each of the named executive officers. None of the NEOs serves as a member of the Compensation Committee. The CEO makes recommendations regarding the compensation of his leadership team with the Compensation Committee, including specific recommendations for each element of compensation for each of the NEOs. The CEO does not make any recommendations regarding his personal compensation.

Role of Compensation Consultant

The Compensation Committee retained Dana Krieg as its independent compensation consultant to conduct a compensation review and advise the Compensation Committee on certain matters relating to compensation programs applicable to the named executive officers, other employees of the Company, and employees of Grey Rock who are eligible to receive equity-based compensation under our long-term incentive program. In particular, Ms. Krieg assisted the Compensation Committee’s decision making with respect to NEOs and director compensation matters, including providing advice on our executive pay philosophy, compensation peer group, incentive plan design and employment agreement design, providing competitive market studies, and informing the Compensation Committee about emerging best practices and changes in the regulatory and governance environment. Ms. Krieg provided information to the Compensation Committee regarding the compensation programs of the Company for 2025. Ms. Krieg’s work for the Compensation Committee did not raise any conflicts of interest in 2025.

Role of Peer Group

For 2025, the Compensation Committee and Ms. Krieg collaborated to identify the following companies as our peer companies: Black Stone Minerals LP, Crescent Energy Co, Diversified Energy Co PLC, Dorchester Minerals LP, Evolution Petroleum Corp., Kimbell Royalty Partners LP, Northern Oil & Gas Inc., Riley Exploration Permian Inc., Ring Energy Inc., SandRidge Energy Inc., Sitio Royalties Corp., Vital Energy Inc. (now Crescent Energy Co.), and Vitesse Energy Inc. (the “Peer Group”). We believe the Peer Group is representative of the industry in which we operate. The individual companies were chosen based on a number of factors, including each company’s relative revenue size/market capitalization, relative complexity of its business, similar organizational structure, competition for similar executive talent, and the roles and responsibilities of its named executive officers. The Compensation Committee considers the Peer Group companies annually and makes changes year over year as necessary, often due to market consolidation or as a result of a change in organizational structure or relative revenue size/market capitalization as compared to us.

When evaluating annual compensation levels for each named executive officer, the Compensation Committee, with the assistance of Ms. Krieg, reviews publicly available compensation data for executives in our Peer Group, including data on

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base salaries, annual bonuses, and long-term equity incentive awards. The Compensation Committee then uses that information to determine individual elements of compensation for the named executive officers in the context of their roles, levels of responsibility, accountability, and decision-making authority within our organization and in the context of company size relative to the other Peer Group members. In addition, Ms. Krieg has provided guidance on current industry trends and best practices to the Compensation Committee relating to all aspects of executive compensation.

While compensation surveys and Peer Group data are considered, the Compensation Committee does not attempt to set compensation elements to meet specific benchmarks. Accordingly, other subjective factors are also considered in setting compensation elements, including, but not limited to, (i) effort and accomplishment on a group and individual basis, (ii) challenges faced and challenges overcome, (iii) unique skills, (iv) contribution to the management team, (v) retention of our executive officers, and (vi) the perception of both the Board and the Compensation Committee of our performance relative to expectations and actual market/business conditions.

Elements of Compensation

For fiscal year 2025, the principal elements of compensation for the named executive officers were the following:

•base salary;

•annual bonus awards;

•long-term incentive plan equity awards;

•retirement and health benefits; and

•severance and change of control benefits.

The Compensation Committee reviews and makes recommendations regarding the mix of compensation, both among short and long-term compensation and cash and equity compensation, to establish structures that it believes are appropriate for each of the named executive officers. We believe that the mix of base salary, annual bonus awards, long-term incentive plan equity awards, retirement and health benefits, severance and change of control benefits and perquisites and other compensation align with our overall compensation objectives. We believe this mix of compensation provides opportunities to align and drive performance of our named executive officers in support of our strategic objectives and to attract, retain, and motivate highly qualified talent with the skills and competencies that we require.

Base Salary. The Compensation Committee recommends base salaries for the named executive officers based on the historical salaries for services rendered to us, Peer Group data, and performance and responsibilities of the named executive officers. The base salaries paid to our named executive officers for fiscal year 2025 (and payable for fiscal 2026) are as follows:


Name	2025 Salary		2026 Salary
Tyler S. Farquharson	$477,500	(1)	$550,000
Luke Brandenberg	$229,167	(2)	-
Kimberly A. Weimer	$295,833	(3)	$350,000

————————

(1)Represents a base salary of $450,000 that Mr. Farquharson received as Chief Financial Officer through June 11, 2025 and a base salary of $500,000 that Mr. Farquharson received as President and Chief Executive Officer from June 12, 2025 through the end of 2025.

(2)Represents a base salary of $500,000 that Mr. Brandenberg received as President and Chief Executive Officer through his departure on June 11, 2025.

(3)Reflects base salary amounts that Ms. Weimer received in her various roles during 2025.

Bonus Awards. The Compensation Committee determines annual bonus amounts for the named executive officers, subject to its discretion, based on the achievement of certain metrics established to measure success. The metrics employed by the Compensation Committee contemplate that bonuses may be earned based primarily upon the achievement of certain core goals (the “Primary Bonus Components”), which may change from year to year. Each year, performance under the Primary Bonus Components will be measured, as applicable, on an interpolated “threshold/target/maximum” basis. The Compensation Committee sets the Primary Bonus Components, the annual weightings, and the “threshold/target/maximum” standard that applies to the Primary Bonus Components. This standard is based on a number of considerations,

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including, but not limited to, reasonable market expectations, internal company forecasts, available growth opportunities, company performance, leading indicators, and industry standards.

The Compensation Committee also establishes the target bonus awards that may be earned and ultimately determines the final bonus amounts, if any, that are payable for the named executive officers. Initial bonus award amounts for consideration by the Compensation Committee for the named executive officers are established by multiplying (x) the relevant named executive officer’s target bonus award by (y) the relevant named executive officer’s base salary earnings (subject to certain adjustments to account for, among other things, mid-year changes in base salary or a mid-year hiring or termination) by (z) an achievement percentage for the relevant year.

The Compensation Committee believes that a portion of executive compensation for named executive officers must remain discretionary. Therefore, the Compensation Committee retains discretion with respect to target bonus awards and the final bonus amounts for named executive officers. In this regard, the Compensation Committee may reduce or increase the target bonus or the final bonus amounts for a particular named executive officer to reward or address extraordinary individual performance, challenges, and opportunities not reasonably foreseeable at the beginning of a performance period, internal equities, and external competition or opportunities.

The Compensation Committee determined the final amount of bonuses for each named executive officer for 2025 based on an assessment of whether such officer met the Primary Bonus Components as well as his or her performance objectives established at the beginning of the performance period. The Primary Bonus Components for 2025 included the Company’s production growth for 2025 as compared to 2024 (weighted at 50% of total bonus amount) and the ratio of the Company’s net debt to EBITDAX for 2025 (weighted at 50% of total bonus amount). The performance objectives for the named executive officers for 2025 included the quality of leadership within the named executive officer’s assigned area of responsibility, the achievement of technical and professional proficiencies by the named executive officer, the execution of identified priority objectives by the named executive officer, and the named executive officer’s contribution to, and enhancement of, the desired company culture. All named executive officers met or exceeded their minimum personal performance objectives for 2025. Accordingly, the Compensation Committee awarded bonuses to the named executive officers as follows:


Name	Target Bonus Percentage (as a % of Base Salary)		2025 Bonus (as a % of Base Salary)		2025 Bonus Amount(1)
Tyler S. Farquharson	60%	(2)	75.5%	(2)	$377,285
Luke Brandenberg	60%	(3)	-		-
Kimberly A. Weimer	35%	(4)	35.0%	(4)	$105,000

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(1)Represents bonus paid in 2026 for work performed in 2025.

(2)Represents a target of $300,000 and a base salary of $500,000, which the Compensation Committee approved for Mr. Farquharson in his role as President and Chief Executive Officer following his promotion in June 2025.

(3)Represents a target of $300,000 and a base salary of $500,000, which the Compensation Committee approved for Mr. Brandenberg in his role as President and Chief Executive Officer prior to his departure in June 2025.

(4)Represents a target of $105,000 and a base salary of $300,000, awarded to Ms. Weimer in her original role as Chief Accounting Officer at the beginning of 2025.

Long-Term Incentive Plan. Our named executive officers, employees, directors, and employees of Grey Rock are eligible to participate in the Company’s 2022 Omnibus Incentive Plan (the “Plan”). The Compensation Committee administers the Plan and determines which eligible individuals receive awards under the Plan, subject to the Board’s approval of awards to our named executive officers. The Compensation Committee believes that equity awards should comprise a significant portion of a named executive officer’s total compensation. A number of factors are considered when determining grants to each individual named executive officer including but not limited to: Peer Group data, the named executive officer’s individual performance, company performance, market conditions, retention, and other factors as determined by the Compensation Committee and/or the Board.

The Plan permits the grant of cash and equity-based awards, which may be awarded in the form of stock options (both incentive stock options and “non-qualified” stock options), stock appreciation rights (alone or in conjunction with other awards), restricted stock awards and restricted stock units (“RSUs”), performance stock awards, dividend equivalents, and other stock-based awards and is intended to align the performance of participants with long-term performance for the Company’s stockholders.

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In 2025, the Compensation Committee approved the following grants to our named executive officers: (i) a restricted stock award pursuant to which Common Stock underlying the award vests ratably over three years (subject to the named executive officer’s continued employment on such date); (ii) a grant of nonqualified stock options, one-third of which vested on the grant date, one-third of which will vest on the first anniversary of the grant date, and the final one-third of which will vest on the second anniversary of the grant date (and subject, in each case, to the named executive officer’s continued employment on such vesting dates); and (iii) a performance stock award related to a performance period from March 2025 through December 2027 determined based on the Company achieving a return on capital employed metric and a total shareholder return metric during such performance period. Under the performance stock award, (A) the return on capital employed metric is based on the fiscal years 2025, 2026, and 2027, and threshold, target, and maximum performance are 9%, 14.5%, and 20%, respectively, with linear interpolation for performance between threshold and target or between target and maximum, and (B) the total shareholder return metric is based on the Company achieving a relative total shareholder return as compared to the Company’s peer group cumulatively for the fiscal years 2025, 2026, and 2027, and threshold, target, and maximum performance are 25th percentile of Peer Group total shareholder return for the performance period, 50th percentile of Peer Group total shareholder return for the performance period, and 75th percentile of Peer Group total shareholder return for the performance period, with linear interpolation for performance between threshold and target or between target and maximum. The Compensation Committee determined the threshold, target and maximum payout opportunities for these performance stock awards based on its review of Peer Group compensation information and subjective determinations specific to each executive’s role and responsibilities.

In addition, in connection with the promotion of Mr. Farquharson to President and Chief Executive Officer and the promotion of Ms. Weimer to Interim Chief Financial Officer and Chief Accounting Officer in June 2025, the Compensation Committee approved the following grant to each of these named executive officers: (i) a restricted stock award pursuant to which Common Stock underlying the award vests in full on the fifth anniversary of the grant date (subject to the named executive officer’s continued employment on such date); and (ii) a performance stock award with an expiration date of December 31, 2032 and with the Common Stock underlying such award determined as follows: (A) one-third of the performance stock award vests following the twentieth consecutive trading day on which the Company’s Common Stock closes at a price at or above $7.00 per share; (B) one-third of the performance stock award vests following the twentieth consecutive trading day on which the Company’s Common Stock closes at a price at or above $8.50 per share; and (C) one-third of the performance stock award vests following the twentieth consecutive trading day on which the Company’s Common Stock closes at a price at or above $10.00 per share. The performance-based stock granted by the Compensation Committee to these named executive officers in June 2025 will either become earned or forfeited. There is no threshold, target or maximum value associated with such shares.

In December 2025, Mr. Farquharson’s performance stock award, granted in March 2023 and related to a performance period from March 2023 through December 2025, vested. The common stock granted related to the performance stock award was determined based on the Company achieving a return on capital employed metric and a total shareholder return metric during such performance period. Under the performance stock award, (A) the return on capital employed metric was based on the years 2023, 2024, and 2025, and threshold, target, and maximum performance was 9%, 14.5%, and 20%, respectively, with linear interpolation for performance between threshold and target or between target and maximum, and (B) the total shareholder return metric was based on the Company achieving a relative total shareholder return as compared to the Company’s peer group cumulatively for the years 2023, 2024, and 2025, and threshold, target, and maximum performance were 25th percentile of peer group total shareholder return for the performance period, 50th percentile of peer group total shareholder return for the performance period, and 75th percentile of peer group total shareholder return for the performance period, with linear interpolation for performance between threshold and target or between target and maximum. The Compensation Committee determined the threshold, target and maximum payout opportunities for this performance stock award based on its review of peer group compensation information and subjective determinations specific to the executive’s role and responsibilities. Having evaluated the metrics underlying this performance stock award, the Compensation Committee granted Mr. Farquharson 21,515 shares of the Company’s common stock in March 2026 as payout for this performance stock award.

The Compensation Committee utilized a combination of stock options, performance-based equity awards, and time-based restricted stock for 2025 because it believes that each component serves a distinct and complementary purpose in reinforcing the Company’s strategic priorities in a commodity-driven business environment. The Compensation Committee granted time-based restricted stock in 2025 to promote executive retention and ensure continued alignment with stockholders through sustained equity ownership. These awards vest over a multi-year period based on continued service and provide a measure of stability within the overall compensation program, particularly in light of the inherent volatility in commodity prices. The Compensation Committee believes that restricted stock supports the retention of key talent critical to the execution of the Company’s long-term development plans, while also mitigating incentives for excessive risk-taking that could arise from an over-reliance on performance-based compensation.

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The Compensation Committee granted stock options in 2025 to reinforce a strong alignment with stockholder value creation and to reward sustained stock price appreciation over time. Options provide value only to the extent that the Company’s share price increases above the grant price, thereby directly linking realizable compensation to stockholder returns. The Compensation Committee believes that stock options appropriately incentivize our named executive officers to focus on long-term value creation, including disciplined capital allocation, efficient development of the Company’s asset base, and execution of strategies that enhance per-share value. In addition, stock options complement the Company’s emphasis on variable returns to stockholders, as both are inherently tied to equity value creation.

The Compensation Committee granted performance stock awards in 2025, representing the largest component of the Company’s long-term incentive program, because it believes such awards align realized compensation with the achievement of key financial and operational objectives over a multi-year period. These awards are tied to metrics that reflect the Company’s core strategic priorities, return on capital and relative total shareholder return. The Compensation Committee believes these measures appropriately capture the drivers of long-term value in the Company’s business and reinforce a disciplined approach to growth and capital deployment. By emphasizing multi-year performance and relative outcomes, these awards further align executive pay with stockholder experience across commodity price cycles.

Severance and Change in Control Benefits. Employment and change in control agreements are common market practices for competing for executive-level talent within our Peer Group. We believe that providing severance and change in control protections for our named executive officers in certain circumstances can be an important component of a competitive and market-aligned executive compensation program. These protections help ensure that we can attract, retain, and appropriately motivate the talent necessary to execute our long-term strategy. These agreements also define roles, duties, compensation elements, termination provisions, and severance terms. The clarity they provide minimizes the risk of misunderstandings and reduces the likelihood of costly or disruptive disputes between the Company and our named executive officers.

We entered into employment agreements with both Luke Brandenberg and Tyler Farquharson during the 2022 year, both of which were still effective during the 2025 year, although Mr. Brandenberg’s agreement terminated in connection with his departure during the 2025 year. We updated Mr. Farquharson’s employment agreement in 2026 to reflect his new duties and responsibilities. We also entered into a change in control agreement with Ms. Weimer during the 2024 year, which was amended during the 2026 year. The potential severance and change in control benefits that can (or did, in the case of Mr. Brandenberg) become payable upon qualifying termination or change in control scenarios has been described in greater detail below within the section titled “Potential Payments Upon Termination or Change in Control.”

Retirement and Health Benefits. The named executive officers also participate in all medical, dental, and all other plans as are offered by the Company to their executive personnel, including a tax-qualified 401(k) retirement plan that provides eligible employees with an opportunity to save for retirement on a tax deferred basis. In 2025, the Company matched 100% of every dollar contributed for contributions up to a maximum contribution amount of $6,000 made by eligible participants.

Perquisites. We generally do not pay for perquisites for any of the named executive officers.

Clawback Policy

As required pursuant to the listing standards of the New York Stock Exchange, Section 10D of the Exchange Act and Rule 10D-1 under the Exchange Act, the Company adopted the Clawback Policy, effective as of November 8, 2023. Pursuant to the Clawback Policy, the Company will recover reasonably promptly from each Covered Officer (as defined in the Clawback Policy, and which includes the NEOs) the Covered Compensation (defined below) by such Covered Officer in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Clawback Policy defines “Covered Compensation” as the amount of Incentive-Based Compensation that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the relevant restated amounts in the accounting restatement and computed without regard to any taxes paid. The Clawback Policy defines “Incentive-Based Compensation” as any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure (as defined in the Clawback Policy). Incentive-Based Compensation received by a Covered Officer will only qualify as Covered Compensation if: (i) it is received on or after October 2, 2023; (ii) it is received after such Covered Officer begins service as a Covered Officer; (iii) such Covered Officer served as a Covered Officer at any time during the performance period for such incentive-based compensation; and

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(iv) it is received while the Company has a class of securities listed on a national securities exchange or a national securities association.

Anti-Hedging Policy

Pursuant to the Company’s insider trading policy, the Company prohibits hedging of its securities by directors, officers, or employees.

Risk Assessment

We do not believe that our compensation program encourages excessive or unnecessary risk taking. We have designed our compensation programs to encourage our NEOs and other employees to focus on both short-term and long-term strategic goals, and with a significant portion of our compensation program granted in the form of equity-based compensation, we believe that we have created a culture of ownership and a material alignment of the interests of our employees and our stockholders. Accordingly, the Compensation Committee and the Board believes that the Company’s compensation arrangements are appropriately structured to incentivize our employees without encouraging excessive or inappropriate risk-taking.

2025 Summary Compensation Table

The following table summarizes the compensation paid to our named executive officers for the fiscal years ended December 31, 2023, December 31, 2024, and December 31, 2025.


Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Comp. (1) ($)	Total ($)
Tyler S. Farquharson(2)	2025	$477,500	(3)	$377,285	(4)	$4,039,739	(5)	$55,846	(6)	$6,000	$4,956,370
President and Chief Executive Officer	2024	$450,000		$263,560	(7)	$346,646		$77,625		$6,000	$1,143,831
	2023	$385,000		$173,250		$305,819		$161,710		$6,000	$1,031,779
Luke C. Brandenberg(8)	2025	$229,167	(9)	$—		$456,114	(10)	$77,565	(11)	$1,738,110	$2,500,956
President and Chief Executive Officer	2024	$500,000		$366,055	(7)	$481,438		$107,813		$6,000	$1,461,306
	2023	$400,000		$300,000		$355,824		$161,710		$6,000	$1,223,534
Kimberly A. Weimer(12)	2025	$295,833		$105,000	(4)	$1,032,835	(13)	$—		$6,000	$1,439,668
Interim Chief Financial Officer, Chief Accounting Officer

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(1)The amounts shown for Mr. Farquharson and Ms. Weimer represent matching contributions to the Company’s 401(k) plan. The amount shown for Mr. Brandenberg represents matching contributions to the Company’s 401(k) plan and $1,732,110 of severance paid in connection with his departure from the Company on June 11, 2025.

(2)On June 12, 2025, Mr. Farquharson was promoted from Chief Financial Officer to President and Chief Executive Officer. Mr. Farquharson served as the Chief Financial Officer in 2023, 2024, and in 2025 prior to his promotion.

(3)Represents an annualized base salary of $450,000 that Mr. Farquharson received as Chief Financial Officer through June 11, 2025 and an annualized base salary of $500,000 that Mr. Farquharson received as President and Chief Executive Officer from June 12, 2025 through the end of 2025.

(4)The amount shown represents a bonus earned in 2025 and paid in 2026.

(5)The amount shown represents the aggregate grant date fair value of: (i) a grant of 16,043 shares of restricted stock that vests in three equal annual tranches beginning on March 5, 2026, (ii) a grant of a maximum of 64,172 shares of performance-based restricted stock units (with a target of 32,086 shares of performance-based restricted stock units) based on a performance period ending on December 31, 2027 that vests on the last day of the performance period, (iii) a grant of 171,821 shares of restricted stock that vests in full on June 12, 2030, and (iv) a grant of 515,464 shares of performance-based restricted stock units, each representing a contingent right to receive one share of the Company’s Common Stock granted on June 12, 2025 under the Plan, which vest as follows: (a) 171,821 units are eligible to vest following the 20th consecutive trading day on which the Company’s Common Stock closes at a price at or above $7.00 per share; (b) 171,821 units are eligible to vest following the 20th consecutive trading day on which the Company’s Common Stock closes at a price at or above $8.50 per share; and (c) 171,822 units are eligible to vest following the 20th consecutive trading day on which the Company’s Common Stock closes at a price at or above $10.00 per share, in each case with an expiration date of December 31, 2032. The performance-based shares pursuant to the June 12, 2025 award will either become earned or forfeited. There is no threshold, target, or maximum value associated with such shares. Grant date fair values were all calculated in accordance with FASB ASC Topic 718, and all amounts shown exclude the effect of estimated forfeitures related to service-based vesting conditions. The maximum value that could be recognized in accordance with FASB ASC Topic 718 for the restricted stock and performance-based restricted stock units that contain threshold, target, and maximum values if the maximum shares are earned for the performance-based restricted stock is $1,421,759. The maximum value that could be

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received by the executive in connection with the performance-based restricted stock units granted on June 12, 2025 if all stock price targets are met is $4,381,446. The grant date fair value of the shares of restricted stock was calculated based on the market-quoted closing price of the Company’s Common Stock on the date of the awards, and the grant date fair value of the performance-based restricted stock units was calculated by the Monte Carlo simulation method. Additional details regarding the awards reflected within this row are included in Note 13 to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

(6)The amount shown represents a grant of 46,154 nonqualified stock options with a term expiration of March 31, 2035 and an exercise price per share of $5.61 that vests in three equal annual installments, which began on March 5, 2025. Grant date fair value was calculated in accordance with FASB ASC Topic 718, and all amounts shown exclude the effect of estimated forfeitures related to service-based vesting conditions. Grant date fair value was estimated using the Black-Scholes pricing model. Additional details regarding the awards reflected within this row are included in Note 13 to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

(7)The amount shown represents a bonus earned in 2024 and paid in 2025.

(8)On June 11, 2025, Mr. Brandenberg departed from his position as President and Chief Executive Officer.

(9)Represents an annualized base salary of $500,000 that Mr. Brandenberg received as President and Chief Executive Officer through June 11, 2025.

(10)The amount shown represents the aggregate grant date fair value of: (i) a grant of 22,282 shares of restricted stock that would have vested in three equal annual tranches beginning on March 5, 2026 and (ii) a grant of a maximum of 89,126 shares of performance-based restricted stock units (with a target of 44,564 shares of performance-based restricted stock units) based on a performance period ending on December 31, 2027 that would have vested on the last day of the performance period. Grant date fair values were all calculated in accordance with FASB ASC Topic 718, and all amounts shown exclude the effect of estimated forfeitures related to service-based vesting conditions. The maximum value that could have been recognized in accordance with FASB ASC Topic 718 for the restricted stock and performance-based restricted stock units if the maximum shares were earned for the performance-based restricted stock units was $552,370. The grant date fair value of the shares of restricted stock was calculated based on the market-quoted closing price of the Company’s Common Stock on the date of the awards, and the grant date fair value of the performance-based restricted stock units was calculated by the Monte Carlo simulation method. Additional details regarding the awards reflected within this row are included in Note 13 to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

(11)The amount shown represents a grant of 64,103 nonqualified stock options with a term expiration of March 31, 2035 and an exercise price per share of $5.61 that vest in three equal annual installments, which began on March 5, 2025 and would have vested in 2026 and 2027 absent Mr. Brandenberg’s June 2025 departure. Grant date fair value was calculated in accordance with FASB ASC Topic 718, and all amounts shown exclude the effect of estimated forfeitures related to service-based vesting conditions. Grant date fair value was estimated using the Black-Scholes pricing model. Additional details regarding the awards reflected within this row are included in Note 13 to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

(12)On June 12, 2025, Ms. Weimer was promoted to Interim Chief Financial Officer and Chief Accounting Officer and served in this role through the end of 2025. Ms. Weimer was not a named executive officer until the 2025 year; therefore, she does not have compensation to report for the 2023 and 2024 years.

(13)The amount shown represents the aggregate grant date fair value of: (i) a grant of 18,717 shares of restricted stock that vests in three equal annual tranches beginning on March 5, 2026, (ii) a grant of 42,955 shares of restricted stock that vests in full on June 12, 2030, and (iii) a grant of 128,866 shares of performance-based restricted stock units, each representing a contingent right to receive one share of the Company’s Common Stock granted on June 12, 2025 under the Plan, which vest as follows: (a) 42,955 units are eligible to vest following the 20th consecutive trading day on which the Company’s Common Stock closes at a price at or above $7.00 per share; (b) 42,955 units are eligible to vest following the 20th consecutive trading day on which the Company’s Common Stock closes at a price at or above $8.50 per share; and (c) 42,956 units are eligible to vest following the 20th consecutive trading day on which the Company’s Common Stock closes at a price at or above $10.00 per share, in each case with an expiration date of December 31, 2032. The performance-based stock units pursuant to the June 12, 2025 award will either become earned or forfeited. There is no threshold, target or maximum value associated with such shares. Grant date fair values were all calculated in accordance with FASB ASC Topic 718, and all amounts shown exclude the effect of estimated forfeitures related to service-based vesting conditions. The maximum value that could be recognized in accordance with FASB ASC Topic 718 for the restricted stock is $361,014. The maximum value that could be received by the executive in connection with the performance-based restricted stock units granted on June 12, 2025 if all stock price targets are met is $1,095,363. The grant date fair value of the shares of restricted stock was calculated based on the market-quoted closing price of the Company’s Common Stock on the date of the awards, and the grant date fair value of the performance-based restricted stock units was calculated by the Monte Carlo simulation method. Additional details regarding the awards reflected within this row are included in Note 13 to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

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2025 Grants of Plan-Based Awards Table

The following table describes the awards made to our NEOs under the Company’s 2022 Omnibus Incentive Plan in 2025, including performance-based and time-based restricted stock awards and nonqualified stock options.

Estimated Future Payouts Under Equity Incentive Plan Awards

All Other Stock Awards:

All Other Option Awards:

Name

Grant Date

Threshold
(#)

Target
(#)

Maximum
(#)

Number of Shares of Stock or Units
(#)

Number of Securities Underlying Options
(#)

Exercise or Base Price of Option Awards

($/Sh)

Grant Date Fair Value of Stock and Option Awards

($)(1)

Tyler S. Farquharson

SEC Form DEF 14A filed by Granite Ridge Resources Inc.