GRAN TIERRA ENERGY INC. 8-K

What Happened

• On February 12, 2026, Gran Tierra Energy Inc. (GTE) announced early participation results for a private exchange offer and consent solicitation. The offer invites Eligible Holders to exchange any and all outstanding 9.500% Senior Secured Amortizing Notes due 2029 (the Existing Notes) for newly issued 9.750% Senior Secured Amortizing Notes due 2031 (the New Notes), pursuant to the terms in a confidential Exchange Offer Memorandum dated January 29, 2026. The company attached a related press release as Exhibit 99.1 to the 8-K. The filing also includes standard cautionary forward‑looking statements.

Key Details

• Exchange announced: swap Existing 9.500% Senior Secured Amortizing Notes due 2029 for New 9.750% Senior Secured Amortizing Notes due 2031.
• Announcement date: February 12, 2026; Exchange Offer Memorandum dated January 29, 2026.
• Offer type: private exchange offer and solicitation of consents to Eligible Holders; governed by the Exchange Offer Memorandum (confidential).
• The 8-K and attached press release do not themselves constitute an offer to buy/sell in jurisdictions where unlawful; the offer is made only as permitted by applicable law.

Why It Matters

• The proposed exchange would extend the notes' maturity by about two years (2029 → 2031) while increasing the coupon by 0.25 percentage point (9.50% → 9.75%), which could affect the company's future interest expense and debt maturity profile.
• Investors and noteholders should review the Exchange Offer Memorandum and the press release for full terms, early participation results, and any required consents; the 8-K notes the solicitation is subject to the memorandum’s terms and conditions.