SCHEDULE: Equinox Partners Boosts Gran Tierra Stake, Gains Board Seat

Equinox Partners Investment Management and its affiliates have increased their beneficial ownership in Gran Tierra Energy Inc. to 14.4% and secured a board seat, signaling potential strategic changes.

Summary

• Equinox Partners Investment Management LLC and its affiliated funds, along with Sean M. Fieler, collectively reported beneficial ownership of 5,097,688 shares of Gran Tierra Energy Inc. common stock.
• This represents approximately 14.4% of the Issuer's outstanding shares, based on 35,290,955 shares outstanding as of July 31, 2025.
• The aggregate amount of funds used for the purchase of these shares was approximately $34,577,851, including commissions.
• Brad Virbitsky, a portfolio manager and partner at Equinox Partners Investment Management LLC, was appointed as an independent director to Gran Tierra Energy Inc.'s Board of Directors, effective September 30, 2025.
• The Reporting Persons believe Gran Tierra Energy Inc. shares were undervalued and represent an attractive investment opportunity.
• The filing indicates a shift from a Schedule 13G to a Schedule 13D, triggered by the board appointment and the intent to potentially influence management and strategy.

Sentiment

Score: 7

Explanation: The filing indicates a significant activist stake and board representation, suggesting a strong belief in the company's undervaluation and potential for positive strategic changes. While activism can introduce uncertainty, the direct influence on governance is generally viewed positively by investors seeking value creation.

Positives

• Reporting Persons believe Gran Tierra Energy Inc. shares were undervalued, indicating a potential upside.
• The appointment of Brad Virbitsky to the Board of Directors provides a direct voice for a significant shareholder, potentially leading to value-enhancing strategic changes.
• The Reporting Persons intend to review the investment on a continuing basis and may engage in discussions regarding capital allocation, ownership structure, and operations.

Negatives

• The activist nature of the filing implies dissatisfaction with the current management or strategic direction, suggesting underlying issues that the Reporting Persons aim to address.
• The potential for significant changes to capital allocation, ownership structure, or operations could introduce uncertainty for other shareholders.

Risks

• The Reporting Persons may increase or decrease their position, which could impact share price volatility.
• Potential disagreements between the activist investor and existing management/board could lead to corporate instability.
• Changes to capital allocation strategy, capitalization, ownership structure (including a sale of the Issuer), or Board composition could alter the company's long-term trajectory.
• The Reporting Persons may engage in short selling or hedging transactions, which could exert downward pressure on the stock.

Future Outlook

The Reporting Persons intend to continuously review their investment in Gran Tierra Energy Inc. and may take various actions, including engaging with management and the Board, discussing with other stockholders or potential acquirers, and proposing changes to the company's capital allocation, capitalization, ownership structure (including a sale), Board composition, or operations. They may also buy or sell additional shares, or engage in hedging activities.

Management Comments

• The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.
• The Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
• No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in Item 4(a) through (j) of this Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.

Industry Context

This filing reflects a trend of increased shareholder activism in the energy sector, where investors seek to unlock value in companies they perceive as undervalued or mismanaged. The appointment of an activist investor's representative to the board is a common tactic to influence corporate strategy, particularly concerning capital allocation and potential M&A activities, which are critical in the cyclical oil and gas industry.

Comparison to Industry Standards

• The 14.4% stake held by Equinox Partners is a significant activist position, comparable to stakes taken by other activist funds like Elliott Management or Starboard Value in their target companies, which often range from 5% to 20% to exert substantial influence.
• The appointment of a representative to the board, such as Brad Virbitsky, is a standard practice for activist investors seeking direct oversight and influence over corporate governance and strategic decisions, similar to how Carl Icahn or Trian Partners operate.
• The stated intention to review capital allocation, ownership structure, and potential sale of the Issuer aligns with common activist playbooks seen in the energy sector, where investors push for asset sales, spin-offs, or improved capital returns to shareholders, as seen with recent campaigns at companies like Marathon Petroleum or ExxonMobil.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased shareholder value through strategic changes, but also uncertainty due to potential shifts in company direction or ownership structure.
• Management/Board: Increased scrutiny and potential pressure to implement changes proposed by the activist investor.
• Employees: Potential for operational changes or restructuring if the activist investor's proposals are adopted.

Next Steps

• Reporting Persons will continue to review their investment in Gran Tierra Energy Inc.
• Potential engagement in communications with Gran Tierra Energy Inc. management and Board of Directors.
• Possible discussions with other stockholders or third parties, including potential acquirers and service providers.
• Consideration of proposals to Gran Tierra Energy Inc. concerning changes to capital allocation strategy, capitalization, ownership structure (including a sale of the Issuer), Board of Directors structure (including composition), or operations.
• Potential purchase of additional shares or sale of some or all existing shares.
• Possible engagement in short selling or hedging transactions with respect to the shares.

Key Dates

Recommendation

The filing indicates a significant activist stake and board representation, suggesting a strong belief in the company's undervaluation and potential for positive strategic changes. However, the activist intentions also introduce uncertainty regarding the company's future direction, including potential changes to capital allocation, ownership structure, or even a sale. While the long-term outlook could be positive if the activist succeeds in unlocking value, the immediate impact is likely to be increased volatility. A 'hold' recommendation is appropriate to observe how the activist's influence unfolds and what specific strategic initiatives are pursued before making a more definitive investment decision.

Keywords

Gran Tierra Energy, Equinox Partners, Schedule 13D, Activist Investor, Board Appointment, Shareholder Activism, Oil and Gas, Investment Management, Undervalued Stock, Corporate Governance