Gran Tierra Energy Inc 2024年度报告

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year endedDecember31, 2024 orTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from __________ to__________ Commission file number001-34018 GRAN TIERRA ENERGY INC. (Exact name of registrant as specified in its charter) Delaware98-0479924(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)500 Centre Street S.E.Calgary,AlbertaCanada T2G 1A6(Address of principal executive offices, including zip code) (403)265-3221(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities Registered Pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeAct.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuantto §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2024, the last businessday of the registrant’s most recently completed second fiscal quarter, was approximately $291.5million. On February20, 2025,35,888,773shares of the registrant’s Common Stock with $0.001 par value were outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the registrant’sdefinitive proxy statement relating to the 2025 annual meeting of stockholders, which definitive proxy statement will be filed with theSecurities and Exchange Commission within 120 days after December31, 2024. Auditor Name:KPMG LLPAuditor Location:Calgary, CanadaAuditor Firm ID:85 Gran Tierra Energy Inc.Annual Report on Form 10-KYear Ended December31, 2024Table of Contents PagePART IItems 1 and 2.Business and Properties5Item 1A.Risk Factors21Item 1B.Unresolved Staff Comments32Item 1C.Cybersecurity32Item 3.Legal Proceedings33Item 4.Mine Safety Disclosures33 Item 10.Directors, Executive Officers and Corporate Governance108Item 11.Executive Compensation108Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters109Item 13.Certain Relationships and Related Transactions, and Director Independence109Item 14.Principal Accounting Fees and Services109 Item 15.Exhibits, Financial Statement Schedules110Item 16.Form 10-K Summary113 SIGNATURES114 CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS This Annual Rep