Market Newsdesk

May 7, 2026 10:55 pm

Scorpio Tankers Inc. Prices Reopening of 1.75% Convertible Senior Notes due 2031 and Concurrent Stock Repurchase

MONACO, May 07, 2026 (GLOBE NEWSWIRE) — Scorpio Tankers Inc. (NYSE: STNG) (the “Company”) announced today that it priced a private offering (the “Offering”) of $200.0 million aggregate principal amount of additional 1.75% convertible senior notes due 2031 (the “New Notes”). The offering size was increased from the announced offering size of $150.0 million aggregate principal amount of New Notes. The New Notes priced at 110.25% of par, plus accrued interest in the amount of approximately $1.56 per $1,000 principal amount of New Notes from, and including, April 10, 2026, to, but excluding May 12, 2026, and any additional accrued interest from May 12, 2026 if the settlement of the New Notes occurs after that date. The offering of New Notes resulted in gross proceeds of $220.5 million (before any exercise of the initial purchaser’s option to purchase additional New Notes), and a combined yield to maturity of approximately 1.0% for the aggregate series of New Notes and Initial Notes (as defined below). The New Notes will be sold only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The New Notes will be issued pursuant to the same indenture as the Company’s $375.0 million aggregate principal amount of 1.75 % convertible senior notes due 2031 (the “Initial Notes” and, together with the New Notes, the “Notes”) issued on April 10, 2026 and will form a part of the same series of Notes as the Initial Notes. Although the New Notes will initially trade under a different Rule 144A CUSIP number than the Initial Notes, the Company expects that once de-legended, the New Notes will trade with the same CUSIP number as the Initial Notes. The Company also granted to the initial purchaser of the New Notes an option to purchase, during a 13-day period beginning on, and including, the first date on which the New Notes are issued, up to an additional $30.0 million aggregate principal amount of New Notes.

The Company has agreed to repurchase, concurrently with the closing of the Offering, 649,427 shares of the Company’s common stock (the “Common Stock”) from purchasers of the New Notes in privately negotiated transactions effected with or through the initial purchaser or an affiliate, at a purchase price per share equal to the last reported sale price of $84.69 per share of the Common Stock on the New York Stock Exchange on May 7, 2026.

The Offering is expected to close on May 12, 2026, subject to the satisfaction of certain customary closing conditions. The Notes are senior, unsecured obligations of the Company. The Notes will mature on April 15, 2031, unless earlier converted or repurchased or redeemed by the Company. The Notes bear interest at a rate of 1.75% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. The interest payment to be made with respect to the New Notes on October 15, 2026, will include interest deemed to have accrued from, and including, April 10, 2026, and the offering price of the New Notes includes such accrued interest.

Prior to January 15, 2031, the Notes will be convertible at the option of the holders only under certain circumstances and during certain periods. On or after January 15, 2031, holders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled at the Company’s election, in cash, shares of the Company’s Common Stock, or a combination of cash and shares of Common Stock. The initial conversion rate for each $1,000 principal amount of Notes is 9.9615 shares of Common Stock, equivalent to a conversion price of approximately $100.39 per share. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

The Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after April 20, 2029 and on or before the 41st scheduled trading day immediately before the maturity date, if the last reported sale price per share of the Company’s Common Stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. In addition, the Company will have the right to redeem all, but not less than all, of the Notes if certain changes in tax law occur and certain other conditions are satisfied. Except as described in the two immediately preceding sentences, the Notes will not be redeemable at the Company’s option prior to the maturity date. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If certain corporate events that constitute a “fundamental change” occur, then, subject to limited exceptions, noteholders may require the Company to repurchase their Notes for cash at a price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The Company estimates that the net proceeds from the Offering will be approximately $216.3 million (excluding accrued interest) (or approximately $248.8 million (excluding accrued interest) if the initial purchaser exercises its option to purchase additional Notes in full), after deducting the initial purchaser’s discounts and commissions and the Company’s estimated Offering expenses. The Company intends to use (i) approximately $55.0 million of the net proceeds from the Offering to repurchase 649,427 shares of Common Stock as described above and (ii) the remainder of the net proceeds for general corporate purposes. The Company’s share repurchases could have increased, or prevented a decrease in, the market price of the Common Stock or the Notes.

The New Notes were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The New Notes and any shares of the Common Stock issuable upon conversion of the New Notes, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements. This announcement is neither an offer to sell nor a solicitation of an offer to buy securities, nor will there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Scorpio Tankers Inc.

Scorpio Tankers Inc. is a provider of marine transportation of petroleum products worldwide. Scorpio Tankers Inc. currently owns 87 product tankers (32 LR2 tankers, 41 MR tankers and 14 Handymax tankers) with an average age of 10.2 years. The Company has reached agreements to sell six MR product tankers and three LR2 product tankers, which are expected to close in the second quarter of 2026. The Company has also reached agreements for four MR new buildings that are currently under construction with deliveries expected in 2026 and 2027, four LR2 new buildings with deliveries expected in 2027 and 2029 and two VLCC new buildings with deliveries expected in the second half of 2028. Additional information about the Company is available at the Company’s website www.scorpiotankers.com, which is not a part of this press release.

Forward-Looking
Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “project,” “likely,” “may,” “will,” “would,” “could” and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Although management believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company’s control, there can be no assurance that the Company will achieve or accomplish these expectations, beliefs or projections. The Company undertakes no obligation, and specifically declines any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

In addition to these important factors, other important factors that, in the Company’s view, could cause actual results to differ materially from those discussed in the forward-looking statements include unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, expansion and growth of the Company’s operations, risks relating to the integration of assets or operations of entities that it has or may in the future acquire and the possibility that the anticipated synergies and other benefits of such acquisitions may not be realized within expected timeframes or at all, the failure of counterparties to fully perform their contracts with the Company, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for tanker vessel capacity, changes in the Company’s operating expenses, including bunker prices, drydocking and insurance costs, the market for the Company’s vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, the impact of the current and future sanctions that may impact the transportation of petroleum products, the recent military conflict in Iran which has had a significant direct and indirect impact on the trade of crude oil and refined petroleum products, potential disruption of shipping routes due to accidents or political events, potential liability from pending or future litigation, general domestic and international political conditions, which have and may continue to disrupt certain global shipping routes, vessel breakdowns and instances of off-hires, and other factors. Please see the Company’s filings with the SEC for a more complete discussion of certain of these and other risks and uncertainties.

Contact
Information

Scorpio Tankers Inc.
James Doyle – Head of Corporate Development & Investor Relations Tel: +1 203-900-0559
Email: [email protected]

May 7, 2026 10:21 pm

LifeStance Health Group Announces Pricing of Secondary Public Offering

SCOTTSDALE, Ariz., May 07, 2026 (GLOBE NEWSWIRE) — LifeStance Health Group, Inc. (“LifeStance” or the “Company”) (Nasdaq: LFST), one of the nation’s largest providers of virtual and in-person outpatient mental health care, today announced the pricing of a secondary underwritten public offering of 35,000,000 shares of LifeStance’s common stock, par value $0.01 per share (the “Common Stock”) at a public offering price of $8.15 per share, pursuant to a shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) from certain stockholders of the Company (the “Selling Stockholders”). The Selling Stockholders will receive all of the proceeds from the offering. The Company is not selling any shares of Common Stock in the offering and will not receive any proceeds from the offering.

In addition, the Company has agreed to purchase from the underwriter 6,000,000 shares of Common Stock to be sold by the Selling Stockholders in the offering, at a price per share equal to the price per share to be paid by the underwriter to the Selling Stockholders (the “Repurchase”). The Repurchase is conditioned upon the completion of the offering and the satisfaction of other customary conditions. The offering is not conditioned upon the completion of the Repurchase. The underwriter will not receive any compensation for the shares of Common Stock being purchased by the Company.

Subject to customary closing conditions, the offering and the Repurchase are expected to settle and close on or about May 12, 2026.

J.P. Morgan is acting as the underwriter for the offering.

An automatic shelf registration statement (including a prospectus) relating to the offering of Common Stock was filed by LifeStance with the SEC on May 21, 2024 and became effective upon filing. Before you invest, you should read the prospectus in the shelf registration statement and the documents incorporated by reference therein and the prospectus supplement that the Company has filed with the SEC for more complete information about the Company and the offering. The offering is being made only by means of a prospectus and a related prospectus supplement relating to the offering, copies of which may be obtained by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at [email protected] and [email protected]. A copy of the prospectus and the related prospectus supplement relating to the offering may also be obtained free of charge by visiting EDGAR on the SEC’s website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Nothing herein should be construed as an offer to sell, or the solicitation of an offer to buy, any shares of Common Stock subject to the
Repurchase.

About LifeStance

Founded in 2017, LifeStance (Nasdaq: LFST) is reimagining mental health. We are one of the nation’s largest providers of virtual and in-person outpatient mental health care for children, adolescents and adults experiencing a variety of mental health conditions. Our mission is to help people lead healthier, more fulfilling lives by improving access to trusted, affordable and personalized mental healthcare. LifeStance and its supported practices employ over 8,300 psychiatrists, advanced practice nurses, psychologists and therapists and operates across 33 states and more than 550 centers.

Forward-Looking Statements

This press release may contain “forward-looking” statements based on the Company’s beliefs and assumptions and on information currently available to the Company. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate” and other similar expressions, although not all forward-looking statements contain these identifying words. For example, all statements we make regarding the terms of the proposed public offering and the Repurchase are forward-looking statements.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by any forward-looking statements. These risks and uncertainties include, but are not limited to: if reimbursement rates paid by third-party payors are reduced or if third-party payors otherwise restrain our ability to obtain or deliver care to patients, our business could be harmed; we may not grow at the rates we historically have achieved or at all, even if our key metrics may imply future growth, including if we are unable to successfully execute on our growth initiatives and business strategies; if we fail to manage our growth effectively, our expenses could increase more than expected, our revenue may not increase proportionally or at all, and we may be unable to execute on our business strategy; our growth depends on our ability to recruit, acquire and retain clinicians; we operate in a competitive industry, and if we are not able to compete effectively, our business, results of operations and financial condition would be harmed; our business depends on our ability to effectively invest in, implement improvements to and properly maintain the uninterrupted operation and data integrity of our information technology and other business systems; we conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, results of operations and financial condition; we are dependent on our relationships with supported practices, which we do not own, to provide health care services, and our business would be harmed if those relationships were disrupted or if our arrangements with these entities became subject to legal challenges; if we are unable to adapt to healthcare reform legislation and other changes in the healthcare industry and in healthcare spending, our business could be harmed; if our or our vendors’ security measures fail or are breached and unauthorized access to our employees’, patients’ or partners’ data is obtained, our systems may be perceived as insecure, we may incur significant liabilities, including through private litigation or regulatory action, our reputation may be harmed, and we could lose patients and partners; our existing indebtedness could adversely affect our business and growth prospects; and other risks and uncertainties set forth under “Risk Factors” included in the reports we have filed or will file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent filings made with the SEC.

For the reasons described above, we caution you against relying on any forward-looking statements, which should be read in conjunction with the other cautionary statements included elsewhere in this press release and risk factors discussed from time to time in the Company’s filings with the SEC, which can be found at the SEC’s website at http://www.sec.gov. Any forward-looking statement in this presentation speaks only as of the date of this press release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update or revise any forward-looking statement after the date of this press release, whether as a result of new information, future developments or otherwise, except as may be required by law. No recipient should, therefore, rely on these forward-looking statements as representing the views of the Company or its management as of any date subsequent to the date of the press release.

Investor Relations Contact:
Monica Prokocki
VP of Finance & Investor Relations
602-767-2100
[email protected]

May 7, 2026 10:13 pm

Mobia Medical Announces Pricing of Initial Public Offering

AUSTIN, Texas, May 07, 2026 (GLOBE NEWSWIRE) — Mobia Medical, Inc. (Nasdaq: MOBI) (“Mobia Medical”), a commercial-stage medical device company redefining stroke recovery for survivors living with life-altering motor impairments, today announced the pricing of its initial public offering of 10,000,000 shares of its common stock at a public offering price of $15.00 per share. All of the shares of common stock are being offered by Mobia. The gross proceeds from the offering, before deducting the underwriting discounts and commissions and other offering expenses payable by Mobia Medical, are expected to be approximately $150.0 million, excluding any exercise of the underwriters’ option to purchase additional shares. Mobia Medical’s common stock is expected to begin trading on the Nasdaq Global Select Market under the ticker symbol “MOBI” on May 8, 2026. The offering is expected to close on May 11, 2026, subject to the satisfaction of customary closing conditions. In addition, Mobia Medical has granted the underwriters a 30-day option to purchase up to an additional 1,500,000 shares of common stock at the initial public offering price, less underwriting discounts and commissions.

BofA Securities, J.P. Morgan and Goldman Sachs & Co. LLC are acting as lead bookrunners for the offering. BTIG is acting as a passive bookrunner and Wolfe | Nomura Alliance is acting as a manager for the offering.

A registration statement on Form S-1 (File No. 333-295160) relating to the securities being sold in this offering has been filed with the U.S. Securities and Exchange Commission and became effective on May 7, 2026. The offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from: BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, North Carolina 28255, Attention: Prospectus Department, or by email at [email protected]; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at [email protected]; or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526, or by email at [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Mobia Medical, Inc.

Mobia Medical, Inc. is a commercial-stage medical device company redefining stroke recovery for survivors living with life-altering motor impairments. The Company’s Vivistim® Paired VNS™ System is the first and only clinically-validated, FDA-approved implantable solution designed to improve upper limb function in chronic ischemic stroke survivors with moderate to severe upper extremity impairments. Therapy with the Vivistim® Paired VNS™ System combines targeted vagus nerve stimulation with functional movement to promote neuroplasticity and drive meaningful improvements in motor function. Mobia Medical is mobilizing patients, providers, and care partners to establish a better way forward in stroke care.

Media Inquiries Contact
Terri Clevenger
[email protected]

Investor Relations Contact
Louisa Smith
Gilmartin Group, LLC
[email protected]

May 7, 2026 8:57 pm

Equinox Gold Announces Results from Annual Shareholder Meeting

VANCOUVER, British Columbia, May 07, 2026 (GLOBE NEWSWIRE) — Equinox Gold Corp. (TSX: EQX, NYSE American: EQX) (“Equinox Gold” or the “Company”) is pleased to announce detailed voting results from the Company’s Annual Meeting of Shareholders held on May 7, 2026.

A total of 530,033,771 common shares were represented at the meeting, being 66.9% of the Company’s outstanding common shares.

Each of the director nominees listed in the Company’s Management Information Circular dated March 23, 2026, which is available on the Company’s website at www.equinoxgold.com, was elected as a director of the Company. Each of the other matters voted on at the meeting, as described in detail below and in the Management Information Circular, was approved.

Election of Directors

Director Nominee	Votes For	Votes Withheld
Mr. Ross Beaty – Chair	496,065,998 (99.77%)	1,119,458 (0.23%)
Mr. Lenard Boggio – Lead Director	491,914,411 (98.94%)	5,271,045 (1.06%)
Ms. Maryse Bélanger	471,127,920 (94.76%)	26,057,536 (5.24%)
Ms. Trudy Curran	493,030,093 (99.16%)	4,155,363 (0.84%)
Ms. Omaya Elguindi	491,647,365 (98.89%)	5,538,090 (1.11%)
Mr. Douglas Forster	496,408,206 (99.84%)	777,250 (0.16%)
Mr. Darren Hall	496,726,382 (99.91%)	459,074 (0.09%)
Mr. Blayne Johnson	492,363,322 (99.03%)	4,822,134 (0.97%)
Mr. Marshall Koval	496,642,486 (99.89%)	542,970 (0.11%)
Mr. Mike Vint	496,264,925 (99.81%)	920,531 (0.19%)

Voting results on the other items of business at the meeting are as follows:

Board Size

Resolution	Votes For	Votes Against
To set the number of directors of the Company at ten	528,394,406 (99.69%)	1,623,166 (0.31%)

Appointment of Independent Auditor

Resolution	Votes For	Votes Withheld
Re-appointment of KPMG LLP as auditor of the Company for the ensuing year, and authorizing the Board to set the auditor’s pay	529,241,470 (99.85%)	792,301 (0.15%)

Advisory Resolution on Executive Compensation

Resolution	Votes For	Votes Against
A non-binding advisory resolution approving the Company’s approach to executive compensation	364,495,044 (73.31%)	132,690,410 (26.69%)

Equinox Gold Contact

Ryan King

EVP Capital Markets
T: 778.998.3700
E: [email protected]
E: [email protected]

May 7, 2026 8:47 pm

Odyssey Therapeutics Announces Pricing of Upsized Initial Public Offering

BOSTON, May 07, 2026 (GLOBE NEWSWIRE) — Odyssey Therapeutics, Inc. (“Odyssey”), a clinical-stage biopharmaceutical company seeking to transform the standard of care for patients suffering from autoimmune and inflammatory diseases by developing medicines that are designed to precisely target disease pathology, today announced the pricing of its upsized initial public offering of 15,500,000 shares of its common stock at an initial public offering price of $18.00 per share. In addition, Odyssey has granted the underwriters a 30-day option to purchase up to an additional 2,325,000 shares of common stock at the initial public offering price, less underwriting discounts and commissions.

In addition to the shares sold in the initial public offering described above, Odyssey announced a concurrent sale of 1,388,889 shares of common stock to an affiliate of TPG Life Sciences Innovations, at the initial public offering price of $18.00 per share, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended.

The gross proceeds to Odyssey from the initial public offering and concurrent private placement, without giving effect to the underwriters’ option to purchase additional shares in the initial public offering and before deducting underwriting discounts and commissions, placement agent fees and offering expenses payable by Odyssey, are expected to be approximately $304 million. All of the shares of common stock are being offered by Odyssey.

Odyssey’s common stock is expected to begin trading on the Nasdaq Capital Market on May 8, 2026 under the ticker symbol “ODTX.” The offering is expected to close on or about May 11, 2026, subject to the satisfaction of customary closing conditions.

J.P. Morgan, TD Cowen and Cantor are acting as joint book-running managers for the initial public offering. Wedbush PacGrow and Oppenheimer & Co. are acting as co-lead managers for the offering.

A registration statement on Form S-1 (File No. 333-295141) relating to the offering has been filed with the Securities and Exchange Commission (the “SEC”) and was declared effective on May 7, 2026. The offering of the shares in the initial public offering is being made only by means of a prospectus forming part of the effective registration statement relating to these shares. Copies of the final prospectus relating to the offering may be obtained, when available, from the SEC’s website at www.sec.gov. or from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or by email at [email protected] and [email protected]; TD Securities (USA) LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at [email protected]; or Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, NY 10022, or by email at [email protected].

The concurrent private placement is also scheduled to close on May 11, 2026, subject to the satisfaction of customary closing conditions. The closing of the private placement is contingent and conditioned upon consummation of the initial public offering. However, the closing of the initial public offering is not contingent on the consummation of the concurrent private placement.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Odyssey Therapeutics

Odyssey Therapeutics is a clinical-stage biopharmaceutical company seeking to transform the standard of care for patients suffering from autoimmune and inflammatory diseases by developing medicines that are designed to precisely target disease pathology. Since its founding in 2021, Odyssey has built a portfolio of completely internally discovered and developed medicines with its first program advancing through multiple clinical milestones. The portfolio leverages the scientific expertise of its team of experienced drug hunters and a comprehensive suite of tools to efficiently advance product candidates that the company believe have the potential to induce deep and durable remission for patients across several inflammatory diseases with unmet need.

Contacts:

Investor Relations

[email protected]

Forward-Looking Statements

This press release includes certain disclosures that contain “forward-looking statements.” These statements include, without limitation, statements regarding Odyssey’s expectations regarding the commencement of trading of its shares on the Nasdaq Capital Market, the completion and timing of the closing of the initial public offering and the concurrent private placement, and the anticipated gross proceeds from the initial public offering and the concurrent private placement. Forward-looking statements are based on Odyssey’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Factors that could cause actual results to differ include risks and uncertainties related to the satisfaction of customary closing conditions and the completion of the initial public offering and the concurrent private placement, and the risks inherent in biopharmaceutical product development and clinical trials. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the offering to be filed with the SEC. Forward-looking statements contained in this press release are made as of this date, and Odyssey undertakes no duty to update such information except as required under applicable law.

May 7, 2026 8:45 pm

Afya Limited Announces First-Quarter 2026 Financial Results

Afya Limited Announces First-Quarter 2026 Financial Results

Solid Start to 2026 with Disciplined Execution

Shareholder Value Creation

BELO HORIZONTE, Brazil–(BUSINESS WIRE)–Afya Limited (Nasdaq: AFYA; B3: A2FY34) (“Afya” or the “Company”), the leading medical education group and medical practice solutions provider in Brazil, reported today its financial and operating results for the first quarter and three-month period ended March 31, 2026. Financial results are expressed in Brazilian Reais and are presented in accordance with International Financial Reporting Standards (IFRS).

First Quarter 2026 Highlights

1Q26 Revenue increased 8.2% YoY to R$1,012.7 million. Revenue excluding acquisitions increased 7.7%, reaching R$1,008.4 million.
1Q26 Adjusted EBITDA increased 4.0% YoY, reaching R$511.4 million, with an Adjusted EBITDA Margin of 50.5%. Adjusted EBITDA Margin decreased -200 bps YoY. Adjusted EBITDA excluding acquisitions grew 3.7%, reaching R$510.4 million, with an Adjusted EBITDA Margin of 50.6%.
1Q26 Net Income increased 1.8% YoY, reaching R$261.8 million. Basic EPS growth was 3.0% in the same period.
Operating Cash Conversion ratio of 92.5% and a Free Cash Flow of R$376.0 million, with a solid cash position of R$1,332.9 million.
Over 304 thousand users in Afya’s ecosystem.

Table 1: Financial Highlights
	For the three months period ended March 31,
(in thousand of R$)	2026	2026 Ex Acquisitions*	2025	% Chg	% Chg Ex Acquisitions
(a) Revenue	1,012,712	1,008,373	936,360	8.2%	7.7%
(b) Adjusted EBITDA ¹	511,419	510,352	491,971	4.0%	3.7%
(c) = (b)/(a) Adjusted EBITDA Margin	50.5%	50.6%	52.5%	-200 bps	-190 bps
Net income	261,763	–	257,036	1.8%	–
Basic Earnings per Share – in R$	2.88	–	2.79	3.0%	–
*For the three months period ended March 31, 2026, “2026 Ex Acquisitions” excludes: FUNIC (January to March, 2026; Closing of FUNIC was in May 2025).
(1) See more information on “Non-GAAP Financial Measures” (Item 08).

Message from Management

We begin 2026 with another quarter of solid execution, reflecting the consistency of our operating model and our ability to combine growth and cash generation while continuing to invest in Afya’s long-term strategic priorities. In the first quarter, our performance was once again supported by the strength of our Undergraduate segment, disciplined capital allocation and continued progress in expanding our physician-centric ecosystem.

During the quarter, we completed another successful intake cycle across our medical schools, maintaining 100% occupancy and achieving a 4.6% YoY increase in Medical School net average ticket, excluding acquisitions. This performance was supported by the strength of our academic offering, the effectiveness of our unified intake process, and the continued recognition of the Afya brand across Brazil. Revenue growth in the period also benefited from the continued maturation of medical seats and the contribution from recent seat authorization, and the acquisition of FUNIC. Our integrated model remains a key differentiator, helping us attract students and sustain efficient growth across our campuses

In Continuing Education and Medical Practice Solutions, we continued to advance the next phase of our strategy during the quarter. Both segments reflected higher investment levels, mainly in SG&A, product development and engagement initiatives. These investments are part of a broader strategic cycle aimed at strengthening Afya’s ecosystem and unlocking scalable long-term monetization. As our audience and engagement expand, we also reinforce our data advantage, improve users’ experience, and build stronger foundations for future B2P and B2B opportunities. At the same time, this more integrated ecosystem continues to support a structurally low customer acquisition cost in Undergraduate, reinforcing an important competitive advantage of our business model. In Continuing Education, this progress was reflected in the growth of Graduate Journey students and B2P revenue growth. In Medical Practice Solutions, we highlight the increase in Clinical Management active payers, together with B2B revenue growth

Our capital allocation remained disciplined throughout the quarter. We further reduced leverage, reinforcing the quality of our capital structure while advancing our strategic priorities and returning value to shareholders. Consistent with this approach, we continued to execute our share repurchase program authorized in 2025, which provides for the repurchase of up to 4,000,000 Class A common shares through December 31, 2026.Since the launch of the program, we have already repurchased over 50% of the total amount authorized. In addition, in March 2026, our Board of Directors approved a cash dividend of R$307.4 million, equivalent to 40% of Afya’s 2025 consolidated net income, corresponding to a dividend amount of US$0.656489 per share. Taken together, these actions underscore our commitment to prudent capital allocation, shareholder remuneration, and long-term value creation.

Looking ahead, we remain focused on executing with consistency, strengthening our ecosystem, and reinforcing Afya’s role as the partner of choice for physicians in Brazil. We believe that our disciplined investment cycle, combined with the strength of our balance sheet, positions us well to deepen engagement across the physician journey, support sustainable growth, and create long-term value for our shareholders.

1. Key Events in the Quarter

On February 6, 2026, MEC authorized an increase of 63 medical seats for ITPAC – Instituto Tocantinense Presidente Antonio Carlos Porto S.A. (“Afya Abaetetuba”), located in the city of Abaetetuba, in the state of Pará. With this authorization, Afya’s Abaetetuba campus will offer a total of 113 medical seats.

As Afya Cametá—an approved but, non-operating medical school—and Afya Abaetetuba are located within the same health region, Afya Cametá will not become operational, thereby creating the capacity that enabled the approval of 63 additional medical seats at Afya Abaetetuba. With this addition, Afya now has a total of 3,768 approved medical seats across its portfolio.

On March 12, 2026, the Company’s Board of Directors approved dividend distribution in the amount of R$307.4 million, representing 40% of the Company’s consolidated net income for the year ended December 31, 2025 and a dividend per share of R$3.446838, paid in U.S. dollars on April 6, 2026, to the shareholders on record as of the close of business on March 25, 2026. The payment was made at the exchange rate (PTAX) published by the Brazilian Central Bank on March 13, 2026.

2. Subsequent Events

On May 5, 2026, Moody’s reaffirmed Afya’s credit rating at AAA.br and maintained a stable outlook. The reaffirmation of Afya’s AAA.br rating and stable outlook reflects revenue growth, a track record of above-industry-average margins, very strong credit metrics, exceptional cash generation, and robust liquidity. In addition, Afya’s credit profile reflects a strong competitive position and a predictable financial policy, including proactive liability management and prudent capital allocation, despite its appetite for M&As.

3. 2026 Guidance

The Company is reaffirming its 2026 guidance, which assumes the successful acceptance of new students for the first semester of 2026. The guidance for 2026 is defined in the following table:

		Guidance for 2026¹
Revenue		R$ 3,950 mn ≤ ∆ ≤ R$ 4,100 mn
Adjusted EBITDA		R$ 1,700 mn ≤ ∆ ≤ R$ 1,800 mn
CAPEX		R$ 340 mn ≤ ∆ ≤ R$ 380 mn
(1) Excludes any acquisition that may be concluded after the issuance of the guidance.

4. 1Q26 Overview

Segment Information

The Company has three reportable segments as follows:

Undergraduate, previously denominated Undergrad, which provides educational services through undergraduate courses related to medical school, undergraduate health science and other ex-health undergraduate programs;

Continuing education, which provides medical education (including residency preparation programs, specialization test preparation and other medical capabilities), specialization and graduate courses in medicine, delivered through digital and in-person content; and

Medical practice solutions, which provides clinical decision, clinical management and doctor-patient relationships for physicians and provide access, demand and efficiency for the healthcare players.

Key Revenue Drivers – Undergraduate Programs

Table 2: Key Revenue Drivers	Three months period ended March 31,
	2026	2025	% Chg
Undergraduate Programs
MEDICAL SCHOOL
Operating Seats	3,768	3,543	6.4	%
Total Students (end of period)	26,494	25,879	2.4	%
Average Total Students	26,494	25,879	2.4	%
Average Total Students (ex-Acquisitions)*	26,352	25,879	1.8	%
Revenue (Total – R$ ‘000)	765,925	714,713	7.2	%
*Revenue (ex-Acquisitions – R$ ‘000)**	761,596	714,713	6.6	%
*Medical School Net Avg. Ticket (ex- Acquisitions – R$/month)**	9,634	9,206	4.6	%
UNDERGRADUATE HEALTH SCIENCE
Total Students (end of period)	31,088	26,134	19.0	%
Average Total Students	31,088	26,134	19.0	%
Average Total Students (ex-Acquisitions)*	31,087	26,134	19.0	%
Revenue (Total – R$ ‘000)	70,745	62,811	12.6	%
*Revenue (ex-Acquisitions – R$ ‘000)**	70,736	62,811	12.6	%
OTHER EX- HEALTH UNDERGRADUATE
Total Students (end of period)	39,358	34,995	12.5	%
Average Total Students	39,358	34,995	12.5	%
Average Total Students (ex-Acquisitions)*	39,358	34,995	12.5	%
Revenue (Total – R$ ‘000)	55,795	49,848	11.9	%
*Revenue (ex-Acquisitions – R$ ‘000)**	55,795	49,848	11.9	%
Total Revenue
Revenue (Total – R$ ‘000)	892,465	827,372	7.9	%
*Revenue (ex-Acquisitions – R$ ‘000)**	888,127	827,372	7.3	%
*For the three months period ended March 31, 2026, “2026 Ex Acquisitions” excludes: FUNIC (January to March, 2026; Closing of FUNIC was in May 2025).

Key Revenue Drivers – Continuing Education

Table 3: Key Revenue Drivers	Three months period ended March 31,
	2026	2025	% Chg
Continuing Education
Total Students (end of period)¹
Residency Journey – Business to Physicians B2P	9,744	12,203	-20.2	%
Graduate Journey – Business to Physicians B2P	9,855	8,542	15.4	%
Other Courses – B2P and B2B Offerings	36,932	26,164	41.2	%
Total Students (end of period)	56,531	46,909	20.5	%
Revenue (R$ ‘000)
Business to Physicians – B2P	74,083	65,444	13.2	%
Business to Business – B2B	4,862	5,660	-14.1	%
Total Revenue	78,946	71,103	11.0	%
(1) The figure above does not contemplate intercompany transactions.

Key Revenue – Medical Practice Solutions

Table 4: Key Revenue Drivers	Three months period ended March 31,
	2026	2025	% Chg
Medical Practice Solutions
Active Payers (end of period)
Clinical Decision	154,101	163,071	-5.5	%
Clinical Management	46,707	40,324	15.8	%
Total Active Payers (end of period)	200,808	203,395	-1.3	%
Monthly Active Users (MaU)
Total Monthly Active Users (MaU)	220,528	244,518	-9.8	%
Revenue (R$ ‘000)
Business to Physicians – B2P	38,216	37,231	2.6	%
Business to Business – B2B	5,210	4,453	17.0	%
Total Revenue	43,425	41,684	4.2	%

Key Operational Drivers – Users Positively Impacted by Afya

The Users Positively Impacted by Afya represents the total number of medical students from the Undergraduate segment, students from Continuing Education and users from Medical Practice Solutions. For the first quarter of 2026, Afya’s ecosystem reached 303,553 users.

Table 5: Key Revenue Drivers
	1Q26	1Q25	% Chg YoY		4Q25	3Q25	2Q25
Users Positively Impacted by Afya ¹
Undergraduate (Total Medical School Students – End of Period)	26,494	25,879	2.4	%	25,556	25,706	25,733
Continuing Education (Total Students – End of Period)	56,531	46,909	20.5	%	55,039	50,317	45,505
Medical Practice Solutions (Monthly Active Users)	220,528	244,518	-9.8	%	220,051	227,941	230,468
Ecosystem Outreach	303,553	317,306	-4.3	%	300,646	303,964	301,706
(1) Ecosystem outreach does not contemplate intercompany figures. Note that there may be overlap in student numbers within the data.

Revenue

Revenue for the first quarter of 2026 was R$1,012.7 million, an increase of 8.2% over the same period in the prior year. Excluding acquisitions, Revenue for the three-month period increased by 7.7% YoY to R$1,008.4 million.

The quarter revenue increase was mainly due to higher tickets in medicine courses, the increase in non-medical undergraduate students, the acquisition of FUNIC, and the advancement of the Continuing Education Segment.

Table 6: Revenue & Revenue Mix
(in thousands of R$)	For the three months period ended March 31,
	2026		2026 Ex Acquisitions*		2025		% Chg		% Chg Ex Acquisitions
Revenue Mix
Undergraduate	892,465		888,127		827,372		7.9	%	7.3	%
Continuing Education	78,946		78,946		71,103		11.0	%	11.0	%
Medical Practice Solutions	43,425		43,425		41,684		4.2	%	4.2	%
Inter-segment transactions	(2,124	)	(2,124	)	(3,799	)	-44.1	%	-44.1	%
Total Reported Revenue	1,012,712		1,008,373		936,360		8.2	%	7.7	%
*For the three months period ended March 31, 2026, “2026 Ex Acquisitions” excludes: FUNIC (January to March, 2026; Closing of FUNIC was in May 2025).

Adjusted EBITDA

Adjusted EBITDA for the first quarter of 2026 increased by 4.0% to R$511.4 million, up from R$492.0 million in the same period of the prior year, with the Adjusted EBITDA Margin reducing by -200 basis points to 50.5%.

The reduction in Adjusted EBITDA Margin was primarily driven by higher costs and expenses in the Continuing Education and Medical Practice Solutions segments, mainly reflecting (a) lower gross margin compared with the first quarter of 2025; and (b) higher payroll, sales, and marketing expenses associated with the ongoing investment cycle in both segments.

Table 7: Reconciliation between Adjusted EBITDA and Net Income

(in thousands of R$)	For the three months period ended March 31,
	2026	2025	% Chg
Net income	261,763	257,036	1.8%
Net financial result	94,350	94,994	-0.7%
Income taxes expense	42,454	24,782	71.3%
Depreciation and amortization	93,077	91,755	1.4%
Interest received ¹	13,547	14,532	-6.8%
Income share associate	(4,967)	(4,285)	15.9%
Share-based compensation	11,149	6,963	60.1%
Non-recurring expenses:	46	6,194	-99.3%
– Integration of new companies²	–	5,970	n.a.
– M&A advisory and due diligence ³	–	88	n.a.
– Expansion projects⁴	–	124	n.a.
– Restructuring expenses⁵	46	12	283.3%
Adjusted EBITDA	511,419	491,971	4.0%
Adjusted EBITDA Margin	50.5%	52.5%	-200 bps
(1) Represents the interest received on late payments of monthly tuition fees.
(2) Consists of expenses related to the integration of newly acquired companies.
(3) Consists of expenses related to professional and consultant fees in connection with due diligence services for our M&A transactions.
(4) Consists of expenses related to professional and consultant fees in connection with the opening of new campuses.
(5) Consists of expenses related to the employee redundancies in connection with the organizational restructuring of our acquired companies.
(6) Financial information for 2025 is unaudited.

Net Income

Net Income for the first quarter of 2026 totaled R$261.8 million, representing a 1.8% YoY increase. This growth reflects stronger operating performance, partially offset by an additional CSLL provision related to the OECD’s Pillar Two global minimum tax.

Basic EPS for the three-month period ended March 31, 2026, reached R$2.88. An increase of 3.0% YoY, reflecting the higher Net Income and our capital allocation strategy.

Table 8: Net Income and Basic Earnings Per Share
(in thousands of R$, except for earnings per share)	For the three months period ended March 31,
	2026	2025	% Chg
Net income	261,763	257,036	1.8%
Basic earnings per share – in R$¹	2.88	2.79	3.0%
(1) Basic earnings per share is calculated as net income attributable to Owners of the Company divided by the weighted average number of outstanding shares during the period.

Cash and Debt Position

As of March 31, 2026, Cash and Cash Equivalents totaled R$1,332.9 million, representing a 15.4% increase from March 31, 2025. Afya reduced its Net Debt, excluding the effect of IFRS 16, to R$1,151.3 million, a decrease of R$372.8 million compared to March 31, 2025. This reduction was achieved through solid Cash Flow from Operating Activities, despite the business combination with FUNIC, dividend payment, and Afya’s ongoing share repurchase program.

For the three-month period ended March 31, 2026, Afya generated R$473.2 million in Cash Flow from Operating Activities, up from R$470.2 million in the same period of the previous year, an increase of 0.6% YoY. The Operating Cash Conversion Ratio reached 92.5%.

Table 9: Operating Cash Conversion Ratio Reconciliation	For the three months period ended March 31,
(in thousands of R$)	Considering the adoption of IFRS 16
	2026	2025	% Chg
(a) Net cash flows from operating activities	466,796	463,850	0.6%
(b) Income taxes paid	6,357	6,386	-0.5%
(c) = (a) + (b) Cash flow from operating activities	473,153	470,236	0.6%

(d) Adjusted EBITDA	511,419	491,971	4.0%
(e) Non-recurring expenses:	46	6,194	-99.3%
– Integration of new companies¹	–	5,970	-100.0%
– M&A advisory and due diligence²	–	88	-100.0%
– Expansion projects³	–	124	-100.0%
– Restructuring Expenses⁴	46	12	283.3%
(f) = (d) – (e) Adjusted EBITDA ex- non-recurring expenses	511,373	485,777	5.3%
(g) = (c) / (f) Operating cash conversion ratio	92.5%	96.8%	-430 bps
(1) Consists of expenses related to the integration of newly acquired companies.
(2) Consists of expenses related to professional and consultant fees in connection with due diligence services for M&A transactions.
(3) Consists of expenses related to professional and consultant fees in connection with the opening of new campuses.
(4) Consists of expenses related to the employee redundancies in connection with the organizational restructuring of acquired companies.

The following table shows more information regarding the cost of debt for 2026, considering loans and financing and accounts payable to selling shareholders. Afya’s capital structure remains solid, with a conservative leveraging position and a low cost of debt. Afya’s Net Debt (excluding the effect of IFRS16) divided by Adjusted EBITDA mid guidance is 0.7x, marking an impressive reduction from 0.9x in the same period of the prior year, reinforcing Afya’s accelerated deleveraging trend.

Table 10: Gross Debt and Average Cost of Debt
(in millions of R$)	For the closing of the three months period ended in March 31,
					Cost of Debt
	Gross Debt		Duration (Years)		Per year				%CDI²
	2026	2025	2026	2025	2026		2025		2026		2025
Loans and financing: Softbank	–	850	–	1.1	–		8.6	%	–		69	%
Loans and financing: Debentures	1,594	513	3.9	2.3	15.5	%	14.6	%	106	%	115	%
Loans and financing: Others	–	328	–	0.5	–		14.7	%	–		115	%
Loans and financing: IFC	530	522	2.8	3.6	15.8	%	14.0	%	108	%	110	%
Accounts payable to selling shareholders	360	466	4.2	3.6	14.6	%	12.7	%	100	%	100	%
Total¹\| Average	2,484	2,679	3.7	2.2	15.4	%	12.2	%	105	%	97	%
(1) Total amount refers only to the “Gross Debt” columns.
(2) Based on the annualized Interbank Certificates of Deposit (“CDI”) rate for the period as a reference: 1Q26: ~14.65% p.y. and for 1Q25: ~14.15% p.y.

Table 11: Cash and Debt Position
(in thousands of R$)
	1Q26	FY2025	% Chg		1Q25	% Chg
(+) Cash and Cash Equivalents	1,332,866	1,125,381	18.4	%	1,154,888	15.4	%
Cash and Bank Deposits	25,796	15,470	66.7	%	3,508	635.3	%
Cash Equivalents	1,307,070	1,109,911	17.8	%	1,151,380	13.5	%
(-) Loans and Financing	2,124,512	2,054,267	3.4	%	2,212,674	-4.0	%
Current	132,099	60,668	117.7	%	373,275	-64.6	%
Non-Current	1,992,413	1,993,599	-0.1	%	1,839,399	8.3	%
(-) Accounts Payable to Selling Shareholders	359,667	440,597	-18.4	%	466,341	-22.9	%
Current	57,325	110,640	-48.2	%	191,698	-70.1	%
Non-Current	302,342	329,957	-8.4	%	274,643	10.1	%
(-) Other Short and Long Term Obligations	–	–	n.a.		–	n.a.
(=) Net Debt (Cash) excluding IFRS 16	1,151,313	1,369,483	-15.9	%	1,524,127	-24.5	%
(-) Lease Liabilities	1,077,075	1,065,746	1.1	%	989,184	8.9	%
Current	55,478	55,772	-0.5	%	47,762	16.2	%
Non-Current	1,021,597	1,009,974	1.2	%	941,422	8.5	%
Net Debt (Cash) with IFRS 16	2,228,388	2,435,229	-8.5	%	2,513,311	-11.3	%

CAPEX

Capital expenditure consists of the purchase of property and equipment and intangible assets, including expenditure mainly related to the expansion and maintenance of Afya’s campuses and headquarters, leasehold improvements, and the development of new solutions in Medical Practice Solutions and content in Continuing Education.

For the three-month period ended March 31, 2026, CAPEX totaled R$44.8 million, representing 4.4% of Afya’s Net Revenue, including an acceleration in intangible investments in the first quarter associated with the ongoing investment cycle in Continuing Education and Medical Practice Solutions.

Table 12: CAPEX
(in thousands of R$)	For the three months period ended March 31,
	2026		2025		% Chg
Property and equipment	12,762		38,477		-66.8	%
Intangible assets	32,016		17,735		80.5	%
CAPEX	44,778		56,212		-20.3	%
% of Revenue	4.4	%	6.0	%	-160 bps

5. Conference Call and Webcast Information

When:		May 7, 2026 at 5:00 p.m. EST.

Who:		Mr. Virgilio Gibbon, Chief Executive Officer
		Mr. Luis André Blanco, Chief Financial Officer
		Ms. Renata Costa Couto, IR Director

Webcast:		https://afya.zoom.us/j/98271618661

Dial-in:

Brazil: +55 21 3958 7888 or +55 11 4632 2236 or +55 11 4632 2237 or +55 11 4680 6788 or +55 11 4700 9668.

United States: +1 346 248 7799 or +1 360 209 5623 or +1 386 347 5053 or +1 507 473 4847 or +1 564 217 2000 or +1 646 931 3860 or +1 669 444 9171 or +1 669 900 6833 or +1 689 278 1000 or +1 719 359 4580 or +1 929 205 6099 or +1 253 205 0468 or +1 253 215 8782 or +1 301 715 8592 or +1 305 224 1968 or +1 309 205 3325 or +1 312 626 6799.

Webinar ID: 982 7161 8661

Other Numbers: https://afya.zoom.us/u/aRK0ROGaH

6. About Afya Limited (Nasdaq: AFYA; B3: A2FY34)

Afya is a leading medical education group in Brazil based on the number of medical school seats, delivering an end-to-end physician-centric ecosystem that serves and empowers students and physicians to transform their ambitions into rewarding lifelong experiences from the moment they join us as medical students through their medical residency preparation, graduation program, continuing medical education activities and offering medical practice solutions to help doctors enhance their healthcare services through their whole career. For more information, please visit www.afya.com.br.

7. Forward – Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. All statements other than statements of historical fact could be deemed forward-looking, including risks and uncertainties related to statements about our competition; our ability to attract, upsell and retain students; our capacity to increase tuition prices; our ability to anticipate and meet the evolving needs of students and teachers; our capacity to source and successfully integrate acquisitions; as well as general market, political, economic, and business conditions. Additionally, these statements include financial targets such as revenue, share count and IFRS and non-IFRS financial measures including gross margin, operating margin, net income (loss) per diluted share, and free cash flow. These statements are not guarantees of future performance and undue reliance should not be placed on them.

The Company assumes no obligation to update any forward-looking statements made in this press release to reflect events or circumstances occurring after its publication, nor to incorporate new information or the occurrence of unanticipated events, except as required by law. The achievement or success of the matters covered by such forward-looking statements involves known and unknown risks, uncertainties and assumptions. If any of these risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from those expressed or implied by the forward-looking statements we make.

Readers should not rely upon forward-looking statements as predictions of future events. Forward-looking statements represent management’s beliefs and assumptions only as of the date they are made. Further information on these and other factors that could affect the Company’s financial results is included in filings made with the United States Securities and Exchange Commission (SEC) from time to time, including the section titled “Risk Factors” in the most recent annual report on Form 20-F. These documents are available in the SEC Filings section of the investor relations section of our website at: https://ir.afya.com.br/.

8. Non-GAAP Financial Measures

To supplement the Company’s consolidated financial statements, which are prepared and presented in accordance with IFRS accounting standards as issued by the International Accounting Standards Board—IASB, Afya presents Adjusted EBITDA and Operating Cash Conversion Ratio which are non-GAAP financial measures, for the convenience of investors. A non-GAAP financial measure is generally defined as one that intends to measure financial performance but excludes or includes amounts that would not be equally adjusted in the most comparable GAAP measure.

Afya calculates Adjusted EBITDA as net income plus/minus net financial result, plus income taxes expense, plus depreciation and amortization, plus interest received on late payments of monthly tuition fees, plus share-based compensation, plus/minus income share associate, plus/minus non-recurring expenses/income. Operating Cash Conversion Ratio is calculated as the Cash flow from Operating Activities plus income taxes paid, minus/plus non-recurring expenses/income divided by Adjusted EBITDA.

The non-GAAP supplemental financial measures are provided with the intend to help investors in assessing the overall performance of Afya’s business regarding its core operations, cash generation and profitability. The non-GAAP financial measures described in this release are not substitutes for the IFRS measures. In addition, the calculations of Adjusted EBITDA and Operating Cash Conversion Ratio are not standardized financial measures and may differ from the calculations used by other companies, including competitors in the education services industry, and therefore, Afya’s measures may not be comparable to those of other companies.

9. Investor Relations Contact

E-mail: [email protected]

10. Financial Tables

Unaudited interim condensed consolidated statements of financial position

As of March 31, 2026 and December 31, 2025

(In thousands of Brazilian reais)

	March 31, 2026	December 31, 2025
Assets	(unaudited)
Current assets
Cash and cash equivalents	1,332,866	1,125,381
Trade receivables	777,975	717,373
Recoverable taxes	21,572	13,429
Income taxes recoverable	25,833	23,046
Other assets	66,179	62,947
Total current assets	2,224,425	1,942,176

Non-current assets
Trade receivables	41,567	34,985
Deferred tax assets	4,676	12,552
Other assets	129,553	125,480
Investment in associate	50,607	46,518
Property and equipment	699,016	711,485
Right-of-use assets	902,538	896,758
Intangible assets	5,573,118	5,587,980
Total non-current assets	7,401,075	7,415,758
Total assets	9,625,500	9,357,934

Liabilities
Current liabilities
Trade payables	134,138	123,581
Loans and financing	132,099	60,668
Lease liabilities	55,478	55,772
Accounts payable to selling shareholders	57,325	110,640
Advances from customers	151,115	158,035
Dividends payable	308,332	192
Labor and social obligations	245,680	217,526
Taxes payable	37,385	36,043
Income taxes payable	117,657	112,638
Other liabilities	7,758	8,946
Total current liabilities	1,246,967	884,041

Non-current liabilities
Loans and financing	1,992,413	1,993,599
Lease liabilities	1,021,597	1,009,974
Accounts payable to selling shareholders	302,342	329,957
Taxes payable	74,459	77,487
Income taxes payable	26,358	–
Provision for legal proceedings	131,832	128,220
Other liabilities	42,985	43,471
Total non-current liabilities	3,591,986	3,582,708
Total liabilities	4,838,953	4,466,749

Equity
Share capital	17	17
Additional paid-in capital	2,319,509	2,320,422
Treasury shares	(372,786)	(306,010)
Share-based compensation reserve	213,964	202,815
Retained earnings	2,584,194	2,634,552
Equity attributable to the owners of the Company	4,744,898	4,851,796
Non-controlling interests	41,649	39,389
Total equity	4,786,547	4,891,185
Total liabilities and equity	9,625,500	9,357,934

Unaudited interim condensed consolidated statements of income and comprehensive income

For the three-month periods ended March 31, 2026 and 2025

(In thousands of Brazilian reais, except for earnings per share information)

	March 31, 2026		March 31, 2025
	(unaudited)		(unaudited)

Revenue	1,012,712		936,360
Cost of services	(314,649	)	(282,639	)
Gross profit	698,063		653,721

Selling, general and administrative expenses	(287,661	)	(264,942	)
Allowance for expected credit losses	(17,843	)	(16,558	)
Other income	4,871		2,506
Other expenses	(3,830	)	(2,200	)

Operating income	393,600		372,527

Finance income	53,297		43,481
Finance expenses	(147,647	)	(138,475	)
Net finance result	(94,350	)	(94,994	)

Share of profit of equity-accounted investee, net of tax	4,967		4,285

Income before income taxes	304,217		281,818

Income taxes expenses
Current	(34,578	)	(31,928	)
Deferred	(7,876	)	7,146

Net income	261,763		257,036

Other comprehensive income	–		–

Total comprehensive income	261,763		257,036

Net income / total comprehensive income attributable to:
Owners of the Company	257,019		251,999
Non-controlling interests	4,744		5,037
	261,763		257,036

Basic earnings per common share	2.88		2.79
Diluted earnings per common share	2.85		2.76

Unaudited interim condensed consolidated statements of cash flows

For the three-month periods ended March 31, 2026 and 2025

(In thousands of Brazilian reais)

	March 31, 2026		March 31, 2025
	(unaudited)		(unaudited)
Operating activities
Income before income taxes	304,217		281,818
Adjustments to reconcile income before income taxes
Depreciation and amortization expenses	93,077		91,755
Write-off of property and equipment	362		305
Allowance for expected credit losses	17,843		16,558
Share-based compensation expenses	11,149		6,963
Net foreign exchange differences	893		476
Accrued interest	86,895		76,939
Accrued interest on lease liabilities	30,211		29,563
Share of profit of equity-accounted investee, net of tax	(4,967	)	(4,285	)
Provision (reversal) for legal proceedings	5,409		408

Changes in assets and liabilities
Trade receivables	(85,027	)	(55,632	)
Recoverable taxes	(10,930	)	(6,392	)
Other assets	(6,965	)	(6,131	)
Trade payables	10,557		1,893
Taxes payable	1,362		10,787
Advances from customers	(6,920	)	214
Labor and social obligations	28,154		29,774
Provision for legal proceedings	(1,259	)	–
Other liabilities	(908	)	(4,777	)
	473,153		470,236
Income taxes paid	(6,357	)	(6,386	)
Net cash flows from operating activities	466,796		463,850

Investing activities
Acquisition of property and equipment	(12,762	)	(38,477	)
Acquisition of intangibles assets	(32,016	)	(17,735	)
Dividends received	–		5,598
Acquisition of assets and subsidiaries, net of cash acquired	(65,005	)	(65,162	)
Payments of interest	–		(14,536	)
Net cash flows used in investing activities	(109,783	)	(130,312	)

Financing activities
Payments of principal of loans and financing	(5,254	)	(769	)
Payments of interest	(28,087	)	(44,980	)
Payments of principal of lease liabilities	(13,792	)	(11,904	)
Payments of interest of lease liabilities	(32,200	)	(29,167	)
Treasury shares repurchase	(69,511	)	–
Proceeds from exercise of stock options	1,930		1,622
Dividends paid	(1,721	)	(3,991	)
Net cash flows from (used in) financing activities	(148,635	)	(89,189	)
Net foreign exchange differences	(893	)	(476	)
Net increase (decrease) in cash and cash equivalents	207,485		243,873
Cash and cash equivalents at the beginning of the period	1,125,381		911,015
Cash and cash equivalents at the end of the period	1,332,866		1,154,888

View source version on businesswire.com: https://www.businesswire.com/news/home/20260507813584/en/

Investor Relations Contact:

Afya Limited

[email protected]

KEYWORDS: New York Latin America North America United States Brazil South America

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May 7, 2026 8:26 pm

Genco Shipping & Trading Limited Issues Statement Regarding Diana’s Unsubstantiated Assertions

NEW YORK, May 07, 2026 (GLOBE NEWSWIRE) — Genco Shipping & Trading Limited (NYSE:GNK) (“Genco” or the “Company”), the largest U.S. headquartered drybulk shipowner focused on the global transportation of commodities, issued the following statement:

We encourage shareholders to see Diana’s latest disclosure for what it is: more unsubstantiated falsehoods and misleading statements, designed to distract from the simple truth – Diana is trying to take control of your company at a discount to Genco’s asset value, without paying a control premium and below the current trading price. The Genco Board of Directors is committed to the highest standards of corporate governance and will continue to act in the best interests of our shareholders.

You can protect your Genco investment by ignoring Diana and voting “FOR” Genco’s highly qualified Board of Directors on the WHITE proxy card today.

Genco’s definitive proxy materials, as well as other shareholder resources regarding the 2026 Annual Meeting of Shareholders can be found at www.GencoDrivesSuperiorReturns.com.

If you have any questions or require any assistance with voting your shares, please call or email Genco’s proxy solicitor:

MacKenzie Partners, Inc.
Toll Free: 800-322-2885
Email: [email protected]

Jefferies LLC is acting as financial advisor to Genco and Herbert Smith Freehills Kramer (US) LLP and Sidley Austin LLP are serving as legal counsel to Genco. Morgan Stanley & Co. LLC is acting as special advisor to the Board of Directors.

About Genco Shipping & Trading Limited

Genco Shipping & Trading Limited is a U.S. based drybulk ship owning company focused on the seaborne transportation of commodities globally. We transport key cargoes such as iron ore, coal, grain, steel products, bauxite, cement, nickel ore among other commodities along worldwide shipping routes. Our wholly owned high quality, modern fleet of dry cargo vessels consists of the larger Newcastlemax and Capesize vessels (major bulk) and the medium-sized Ultramax and Supramax vessels (minor bulk), enabling us to carry a wide range of cargoes. Genco’s fleet consists of 43 vessels with an average age of 12.6 years and an aggregate capacity of approximately 4,935,000 dwt.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements use words such as “anticipate,” “budget,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance. These forward-looking statements are based on our management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this release are the following: (i) the Company’s plans and objectives for future operations; (ii) that any transaction based on Diana’s non-binding indicative proposal or otherwise may not be consummated at all; (iii) the ability of Genco and its shareholders to recognize the anticipated benefits of any such transaction; (iv) the exercise of the discretion of our Board regarding the declaration of dividends, including without limitation the amount that our Board determines to set aside for reserves under our dividend policy; and (v) other factors listed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent reports on Form 8-K and Form 10-Q. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Our ability to pay dividends in any period will depend upon various factors, including the limitations under any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board of Directors each quarter after its review of our financial performance, market developments, and the best interests of the Company and its shareholders. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations, required capital expenditures, or reserves. As a result, the amount of dividends actually paid may vary.

Important Information for Investors and Shareholders

This release does not constitute an offer to buy or solicitation of an offer to sell any securities. The Company will file a solicitation/recommendation statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission (the “SEC”). Any solicitation/recommendation statement filed by the Company that is required to be mailed to shareholders will be mailed to shareholders. THE COMPANY’S INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a copy of the solicitation/recommendation statement on Schedule 14D-9, any amendments or supplements thereto and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/, or by contacting Peter Allen as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.

Important Additional Information and Where to Find It

On May 7, 2026, the Company filed a definitive proxy statement on Schedule 14A, an accompanying WHITE proxy card, and other relevant documents with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies from the Company’s shareholders for the Company’s 2026 Annual Meeting of Shareholders. THE COMPANY’S SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the definitive proxy statement, an accompanying WHITE proxy card, any amendments or supplements to the proxy statement, and other documents that the Company files with the SEC at no charge from the SEC’s website at www.sec.gov . Copies will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/.

Certain Information Regarding Participants in the Solicitation

The Company, its independent directors (Paramita Das; Kathleen C. Haines; Basil G. Mavroleon; Karin Y. Orsel; and Arthur L. Regan) and certain of its executive officers (John C. Wobensmith, Chairman of the Board, Chief Executive Officer and President; Peter Allen, Chief Financial Officer; Joseph Adamo, Chief Accounting Officer; and Jesper Christensen, Chief Commercial Officer) and other employees are deemed “participants” (as defined in Schedule 14A under the Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Company’s 2026 Annual Meeting of Shareholders. Information regarding the names of the Company’s directors and executive officers and certain other individuals and their respective interests in the Company, by security holdings or otherwise, is set forth in the sections entitled “Director Compensation,” “Compensation Discussion and Analysis,” “Summary Compensation Table,” and “Security Ownership of Certain Beneficial Owners and Management” of the Company’s definitive proxy statement on Schedule 14A in connection with the 2026 Annual Meeting of Shareholders, filed with the SEC on May 7, 2026. Such filings will also be available at no charge by clicking the “SEC Filings” link in the “Financials” section of the Company’s investor relations website at https://investors.gencoshipping.com/.

Any subsequent updates following the date hereof to the information regarding the identity of potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in other materials to be filed with the SEC in connection with the 2026 Annual Meeting of Shareholders, if and when they become available. These documents will be available free of charge as described above.

Investor Contact

Peter Allen
Chief Financial Officer
Genco Shipping & Trading Limited
(646) 443-8550

Media Contact

Leon Berman
IGB Group
(212) 477-8438
[email protected]

May 7, 2026 8:03 pm

CN Announces US$750 Million Debt Offering

MONTREAL, May 07, 2026 (GLOBE NEWSWIRE) — CN (TSX: CNR) (NYSE: CNI) today announced a public debt offering of US$750 million comprised of US$300 million aggregate principal amount of 4.350% Notes due 2029 and US$450 million aggregate principal amount of 4.950% Notes due 2036. CN expects to close the offering on May 12, 2026, subject to the satisfaction of customary closing conditions.

CN plans to use the net proceeds from the offering for general corporate purposes, including the repayment of commercial paper.

The debt offering is being made in the United States under an effective shelf registration statement dated April 29, 2026.

The joint bookrunners of the debt offering are: J.P. Morgan Securities LLC, RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc.

A copy of the prospectus supplement and the accompanying prospectus for the offering may be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Solutions, 1155 Long Island Avenue, Edgewood, New York, NY, 11717, Telephone 1-212-834-4533, Email: [email protected] or [email protected]; RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, Attn: DCM Transaction Management, Telephone: 212-618-7706, Email: [email protected]; or SMBC Nikko Securities America, Inc., 277 Park Avenue, Attn: Debt Capital Markets, New York, NY 10172, Telephone: 888-868-6856, Email: [email protected].

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About CN

CN powers the economy by safely transporting more than 300 million tons of natural resources, manufactured products, and finished goods throughout North America every year for its customers. With its nearly 20,000-mile rail network and related transportation services, CN connects Canada’s Eastern and Western coasts with the U.S. Midwest and the U.S. Gulf Coast, contributing to sustainable trade and the prosperity of the communities in which it operates since 1919.

Forward-Looking Statements

Certain statements included in this news release constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities laws, relating, but not limited to, statements relating to potential debt refinancing as well as with respect to the timing and completion of the proposed debt offering, which is subject to customary termination rights and closing conditions. By their nature, forward-looking statements involve risks, uncertainties and assumptions. CN cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes”, “expects”, “anticipates”, “assumes”, “outlook”, “plans”, “targets,” “goals” or other similar words.

Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of CN to be materially different from the outlook or any future results, performance or achievements implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this news release include, but are not limited to, general economic and business conditions, including factors impacting global supply chains such as pandemics and geopolitical conflicts and tensions; trade restrictions, trade barriers, or the imposition of tariffs or other changes to international trade arrangements; industry competition; inflation, currency and interest rate fluctuations; changes in fuel prices; legislative and/or regulatory developments; compliance with environmental laws and regulations; actions by regulators; increases in maintenance and operating costs; security threats; reliance on technology and related cybersecurity risk; transportation of hazardous materials; various events which could disrupt operations, including illegal blockades of rail networks, and natural events such as severe weather, droughts, fires, floods and earthquakes; climate change; labor negotiations and disruptions; environmental claims; uncertainties of investigations, proceedings and other types of claims and litigation; risks and liabilities arising from derailments; timing and completion of capital programs; the availability of and cost competitiveness of renewable fuels and the development of new locomotive propulsion technology; reputational risks; supplier concentration; pension funding requirements and volatility; and other risks detailed from time to time in reports filed by CN with securities regulators in Canada and the United States. Reference should also be made to Management’s Discussion and Analysis in CN’s annual and interim reports, Annual Information Form and Form 40-F, filed with Canadian and U.S. securities regulators and available on CN’s website, for a description of major risk factors relating to CN.

Forward-looking statements reflect information as of the date on which they are made. CN assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event CN does update any forward-looking statement, no inference should be made that CN will make additional updates with respect to that statement, related matters, or any other forward-looking statement. Information contained on, or accessible through, our website is not incorporated by reference into this news release.

*Contacts:*
*Media*	*Investment Community*
Ashley Michnowski	Jamie Lockwood
Senior Manager	Vice-President
Media Relations	Investor Relations and Special Projects
(438) 596-4329	(514) 399-0052
[email protected]	[email protected]

May 7, 2026 7:19 pm

Goldman Sachs BDC, Inc. Reports March 31, 2026 Financial Results and Announces Second Quarterly 2026 Base Dividend of $0.32 Per Share.

Goldman Sachs BDC, Inc. Reports March 31, 2026 Financial Results and Announces Second Quarterly 2026 Base Dividend of $0.32 Per Share.

NEW YORK–(BUSINESS WIRE)–
Goldman Sachs BDC, Inc. (“GSBD”, the “Company”, “we”, “us”, or “our”) (NYSE: GSBD) today reported financial results for the first quarter ended March 31, 2026 and filed its Form 10-Q with the U.S. Securities and Exchange Commission.

QUARTERLY HIGHLIGHTS

Net investment income and adjusted net investment income per share for the quarter ended March 31, 2026 was $0.22, equating to an annualized net investment income yield on book value of 7.2%.¹ Earnings per share for the quarter ended March 31, 2026 was $(0.12).
Net asset value (“NAV”) per share as of March 31, 2026 decreased 3.7% to $12.17 from $12.64 as of December 31, 2025.
As of March 31, 2026, the Company’s total investments at fair value and unfunded commitments were $3,803.8 million, comprised of investments in 173 portfolio companies across 40 industries. The investment portfolio was comprised of 98.7% senior secured debt, including 97.1% in first lien investments².
During the quarter, the Company had new investment commitments of approximately $46.5 million of which $16.3 million were funded. Fundings of previously unfunded commitments for the quarter were $64.2 million and sales and repayments activity totaled $82.8 million, resulting in net funded investment activity of $(2.3) million.
During the quarter, the Company’s 1st Lien/Senior Secured Debt positions in One GI LLC and 3SI Security Systems, Inc. were placed on non-accrual status due to financial underperformance. As of March 31, 2026, the Company had certain investments held in 11 portfolio companies on non-accrual status. As of March 31, 2026, investments on non-accrual status amounted to 3.2% and 4.7% of the total investment portfolio at fair value and amortized cost, respectively.
The Company’s ending net debt-to-equity ratio was 1.37x as of March 31, 2026 compared to 1.27x as of December 31, 2025.
As of March 31, 2026, 62.5% of the Company’s approximately 1,920.5 million aggregate principal amount of debt outstanding was comprised of unsecured debt and 37.5% was comprised of secured debt.³
The Company’s Board of Directors declared a second quarter 2026 Base Dividend of $0.32 per share payable to shareholders of record as of June 30, 2026.⁴
On June 13, 2025, the Company entered into a 10b5-1 stock repurchase plan, which allows the Company to repurchase up to $75.00 million of shares of the Company’s common stock if the common stock trades below the most recently announced quarter-end NAV per share, subject to certain limitations. During the three months ended March 31, 2026, the Company did not repurchase any of its shares.

SELECTED FINANCIAL HIGHLIGHTS

(in $ millions, except per share data)	As of March 31, 2026		As of December 31, 2025
Investment portfolio, at fair value²	$	3,228.9	$	3,261.7
Total debt outstanding³	$	1,920.5	$	1,885.8
Net assets	$	1,370.0	$	1,423.0
Ending net debt to equity¹¹		1.37x		1.27x
Net asset value per share	$	12.17	$	12.64
Less: Supplemental Dividend per share declared post-quarter	$	—	$	0.03
Adjusted net asset value per share⁵	$	12.17	$	12.61

(in $ millions, except per share data)	Three Months Ended March 31, 2026			Three Months Ended December 31, 2025
Total investment income	$	78.8		$	86.1

Net investment income after taxes	$	24.8		$	42.2
Less: Purchase discount amortization		0.1			0.4
Adjusted net investment income after taxes¹	$	24.7		$	41.8

Net realized and unrealized gains (losses)	$	(38.4	)	$	(18.5	)
Add: Realized/Unrealized depreciation from the purchase discount		0.1			0.4
Adjusted net realized and unrealized gains (losses)¹	$	(38.3	)	$	(18.1	)

Net investment income per share (basic and diluted)	$	0.22		$	0.37
Less: Purchase discount amortization per share		—			—
Adjusted net investment income per share¹	$	0.22		$	0.37

Weighted average shares outstanding		112.6			113.5
Total Quarterly Distributions per share	$	0.35		$	0.36

Total investment income for the three months ended March 31, 2026 and December 31, 2025 was $78.8 million and $86.1 million, respectively. The decrease in total investment income was primarily due to a decline in base interest rates and tightening of credit spreads.

Net expenses before taxes for the three months ended March 31, 2026 and December 31, 2025 were $53.0 million and $43.0 million, respectively. Net expenses increased by $10.0 million, primarily driven by higher incentive fees due to the performance of the investment portfolio for the twelve quarters ended March 31, 2026, as compared to the twelve quarters ended December 31, 2025, as well as an increase in interest and other debt expenses.

INVESTMENT ACTIVITY²

The following table summarizes investment activity for the three months ended March 31, 2026:

	New Investment Commitments					Sales and Repayments
Investment Type	$ Millions		% of Total			$ Millions		% of Total
1st Lien/Senior Secured Debt	$	42.6		91.6	%	$	78.2		94.4	%
1st Lien/Last-Out Unitranche		—		—			4.6		5.6
2nd Lien/Senior Secured Debt		3.8		8.2			—		—
Unsecured Debt		—		—			—		—
Preferred Stock		0.1		0.2			—		—
Common Stock		—		—			—		—
Total	$	46.5		100.0	%	$	82.8		100.0	%

During the three months ended March 31, 2026, new investment commitments were across 6 new portfolio companies and 11 existing portfolio companies. Sales and repayments were primarily driven by full and partial repayments of our investments in 8 portfolio companies.

PORTFOLIO SUMMARY²

As of March 31, 2026, the Company’s investments consisted of the following:

	Investments at Fair Value
Investment Type	$ Millions		% of Total
1st Lien/Senior Secured Debt	$	3,002.0		93.0	%
1st Lien/Last-Out Unitranche		130.9		4.1
2nd Lien/Senior Secured Debt		52.8		1.6
Unsecured Debt		8.5		0.3
Preferred Stock		20.1		0.6
Common Stock		14.1		0.4
Warrants		0.5		—		⁽⁶⁾
Total	$	3,228.9		100.0	%

The following table presents certain selected information regarding the Company’s investments:

		As of
		March 31, 2026			December 31, 2025
Number of portfolio companies		173			171
Percentage of performing debt bearing a floating rate⁷		99.4	%		99.4	%
Percentage of performing debt bearing a fixed rate⁷		0.6	%		0.6	%
Weighted average yield on debt and income producing investments, at amortized cost⁸		9.9	%		9.9	%
Weighted average yield on debt and income producing investments, at fair value⁸		11.0	%		10.9	%
Weighted average leverage (net debt/EBITDA)⁹		6.0x			5.9x
Weighted average interest coverage⁹		1.9x			2.0x
Median EBITDA⁹	$	73.93 million		$	71.75 million

During the quarter, two investments were placed on non-accrual status due to financial underperformance. As of March 31, 2026, investments on non-accrual status amounted to 3.2% and 4.7% of the total investment portfolio at fair value and amortized cost, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2026, the Company had $1,920.5 million aggregate principal amount of debt outstanding, comprised of $720.5 million of outstanding borrowings under its senior secured revolving credit facility (“Revolving Credit Facility”), with Truist Bank, as administrative agent, and Bank of America, N.A., as syndication agent, $400.0 million of unsecured notes due 2027, $400.0 million of unsecured notes due 2029 and $400.0 million of unsecured notes due 2030. As of March 31, 2026, the Company had $974.3 million of availability under its Revolving Credit Facility and $44.3 million in cash and cash equivalents.^3,10

The Company’s ending net debt-to-equity leverage ratio was 1.37x for the three months ended March 31, 2026, as compared to 1.27x for the three months ended December 31, 2025. ¹¹

CONFERENCE CALL

The Company will host an earnings conference call on Friday, May 8, 2026 at 9:00 am Eastern Time. All interested parties are invited to participate in the conference call by dialing (800) 289-0459; international callers should dial +1 (929) 477-0443; conference ID 427709. All participants are asked to dial in approximately 10-15 minutes prior to the call, and reference “Goldman Sachs BDC, Inc.” when prompted. For a slide presentation that the Company may refer to on the earnings conference call, please visit the Investor Resources section of the Company’s website at www.goldmansachsbdc.com. An archived replay will be available on the Company’s webcast link located on the Investor Resources section of the Company’s website.

Please direct any questions regarding the conference call to Goldman Sachs BDC, Inc. Investor Relations, via e-mail, at [email protected].

ENDNOTES

1)		On October 12, 2020, we completed our merger (the “Merger”) with Goldman Sachs Middle Market Lending Corp. (“MMLC”). The Merger was accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations — Related Issues. The consideration paid to MMLC’s shareholders was less than the aggregate fair values of the assets acquired and liabilities assumed, which resulted in a purchase discount (the “purchase discount”). The purchase discount was allocated to the cost of MMLC investments acquired by us on a pro-rata basis based on their relative fair values as of the closing date. Immediately following the Merger with MMLC, we marked the investments to their respective fair values and, as a result, the purchase discount allocated to the cost basis of the investments acquired was immediately recognized as unrealized appreciation on our Consolidated Statement of Operations. The purchase discount allocated to the loan investments acquired will amortize over the life of each respective loan through interest income, with a corresponding adjustment recorded as unrealized appreciation on such loan acquired through its ultimate disposition. The purchase discount allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, we will recognize a realized gain with a corresponding reversal of the unrealized appreciation on disposition of such equity investments acquired.

		As a supplement to our financial results reported in accordance with generally accepted accounting principles in the United States of America (“GAAP”), we have provided, as detailed below, certain non-GAAP financial measures to our operating results that exclude the aforementioned purchase discount and the ongoing amortization thereof, as determined in accordance with GAAP. The non-GAAP financial measures include i) Adjusted net investment income per share; ii) Adjusted net investment income after taxes; and iii) Adjusted net realized and unrealized gains (losses). We believe that the adjustment to exclude the full effect of the purchase discount is meaningful because it is a measure that we and investors use to assess our financial condition and results of operations. Although these non-GAAP financial measures are intended to enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP. The aforementioned non-GAAP financial measures may not be comparable to similar non-GAAP financial measures used by other companies.

2)		The discussion of the investment portfolio excludes the investment, if any, in a money market fund managed by an affiliate of Goldman Sachs Group, Inc. (the “Money Market Fund”). As of March 31, 2026, the Company had an investment of $2.5 million in the Money Market Fund.

3)		Total debt outstanding excludes netting of debt issuance costs of $14.3 million and $8.2 million as of March 31, 2026 and December 31, 2025, respectively. Total debt outstanding also excludes cumulative hedging adjustments for those borrowings that are designated in a fair value hedging relationship of $(8.1) million and $(3.0) million as of March 31, 2026 and December 31, 2025, respectively. Starting in the third quarter of 2025, the Company entered into interest rate swaps to more closely align the interest rates of some of the Company’s fixed rate liabilities with its investment portfolio, which consists of predominately floating rate loans. The Company designated these interest rate swaps as the hedging instrument in a qualifying fair value hedge accounting relationship.

4)		The $0.32 per share Base Dividend is payable on or about July 28, 2026 to shareholders of record as of June 30, 2026.

5)		On February 26, 2025, we announced a distribution framework that is comprised of a quarterly base distribution declared in the relevant quarter and a variable supplemental distribution declared in the following quarter, subject to satisfaction of certain measurement tests and the approval of our Board.

		As a supplement, we have provided a non-GAAP financial measure of our financial condition that adjusts the net asset value per share for the declared and unpaid supplemental distribution per share. We believe that the adjustment to the net asset value per share for the supplemental dividend is meaningful because it aligns the supplemental distribution to its relevant quarter earnings.

		Although this non-GAAP financial measure is intended to enhance investors’ understanding of our business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP. The aforementioned non-GAAP financial measure may not be comparable to similar non-GAAP financial measures used by other companies.

6)		Amount rounds to less than 0.1%.

7)		The fixed versus floating composition has been calculated as a percentage of performing debt investments measured on a fair value basis, including income producing preferred stock investments and excludes investments, if any, placed on non-accrual status.

8)		Computed based on the (a) annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total performing debt and other income producing investments (excluding investments on non-accrual) at amortized cost or fair value, respectively. This calculation excludes exit fees that are receivable upon repayment of the investment. Excludes the purchase discount and amortization related to the Merger.

9)		For a particular portfolio company, we calculate the level of contractual indebtedness net of cash (“net debt”) owed by the portfolio company and compare that amount to measures of cash flow available to service the net debt. To calculate net debt, we include debt that is both senior and pari passu to the tranche of debt owned by us but exclude debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. We typically calculate cash flow available for debt service at a portfolio company by taking net income before net interest expense, income tax expense, depreciation and amortization (“EBITDA”) for the trailing twelve month period. Weighted average net debt to EBITDA is weighted based on the fair value of our debt investments and excludes investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

		For a particular portfolio company, we also compare that amount of EBITDA to the portfolio company’s contractual interest expense. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments and excludes investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

		Median EBITDA is based on our debt investments and excludes investments where net debt-to-EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

		Portfolio company statistics are derived from the financial statements most recently provided to us of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount. As of March 31, 2026 and December 31, 2025, investments where net debt-to-EBITDA may not be the appropriate measure of credit risk represented 13.7 and 14.2%, respectively, of total debt investments at fair value.

10)		The Company’s Revolving Credit Facility has debt outstanding denominated in currencies other than U.S. Dollars (“USD”). These balances have been converted to USD using applicable foreign currency exchange rates as of March 31, 2026. As a result, the Revolving Credit Facility’s outstanding borrowings and the available debt amounts may not sum to the total debt commitment amount.

11)		The ending net debt-to-equity leverage ratio is calculated by using the total borrowings net of cash and cash equivalents divided by equity as of March 31, 2026 and excludes unfunded commitments.

Goldman Sachs BDC, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share amounts)

	March 31, 2026 (Unaudited)			December 31, 2025
Assets
Investments, at fair value
Non-controlled/non-affiliated investments (cost of $3,306,528 and $3,285,039)	$	3,159,468		$	3,171,677
Non-controlled affiliated investments (cost of $96,583 and $110,127)		69,472			90,044
Total investments, at fair value (cost of $3,403,111 and $3,395,166)	$	3,228,940		$	3,261,721
Investments in affiliated money market fund (cost of $2,476 and $35,724)		2,476			35,724
Cash		41,851			43,211
Interest and dividends receivable		25,127			26,927
Deferred financing costs		12,444			13,245
Other assets		32,019			2,419
Total assets	$	3,342,857		$	3,383,247
Liabilities
Debt (net of debt issuance costs of $14,272 and $8,169)	$	1,898,158		$	1,874,620
Interest and other debt expenses payable		8,757			25,546
Management fees payable		8,263			8,181
Incentive fees payable		12,438			3,844
Distribution payable		36,022			36,022
Secured borrowings		3,127			3,366
Accrued expenses and other liabilities		6,103			8,649
Total liabilities	$	1,972,868		$	1,960,228
Commitments and contingencies (Note 8)
Net assets
Preferred stock, par value $0.001 per share (1,000,000 shares authorized, no shares issued and outstanding)	$	—		$	—
Common stock, par value $0.001 per share (200,000,000 shares authorized, 112,569,067 and 112,569,067 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)		113			113
Paid-in capital in excess of par		1,879,601			1,879,601
Distributable earnings (loss)		(509,725	)		(456,695	)
Total net assets	$	1,369,989		$	1,423,019
Total liabilities and net assets	$	3,342,857		$	3,383,247
Net asset value per share	$	12.17		$	12.64

Goldman Sachs BDC, Inc.
Consolidated Statements of Operations
(in thousands, except share and per share amounts)

	For the Three Months Ended
	March 31, 2026			March 31, 2025
Investment income:
From non-controlled/non-affiliated investments:
Interest income	$	69,106		$	84,204
Payment-in-kind income		7,505			9,625
Other income		970			985
From non-controlled affiliated investments:
Interest income		999			1,361
Dividend income		125			173
Payment-in-kind income		58			556
Other income		30			36
Total investment income	$	78,793		$	96,940
Expenses:
Interest and other debt expenses	$	30,041		$	28,305
Management fees		8,263			8,681
Incentive fees		12,438			6,804
Professional fees		837			964
Directors’ fees		152			207
Other general and administrative expenses		1,295			1,043
Total expenses	$	53,026		$	46,004
Net investment income before taxes	$	25,767		$	50,936
Income tax expense, including excise tax	$	982		$	1,322
Net investment income after taxes	$	24,785		$	49,614
Net realized and unrealized gains (losses) on investment transactions:
Net realized gain (loss) from:
Non-controlled/non-affiliated investments	$	(46	)	$	(21,570	)
Non-controlled affiliated investments		—			(22,902	)
Foreign currency forward contracts		(253	)		—
Foreign currency and other transactions		1,242			239
Net change in unrealized appreciation (depreciation) from:
Non-controlled/non-affiliated investments		(33,399	)		7,589
Non-controlled affiliated investments		(7,028	)		19,901
Foreign currency forward contracts		303			(89	)
Foreign currency translations and other transactions		783			(1,157	)
Net realized and unrealized gains (losses)	$	(38,398	)	$	(17,989	)
(Provision) benefit for taxes on realized gain/loss on investments	$	(18	)	$	(72	)
(Provision) benefit for taxes on unrealized appreciation/depreciation on investments		—			—
Net increase (decrease) in net assets from operations	$	(13,631	)	$	31,553
Weighted average shares outstanding		112,569,067			117,297,222
Basic and diluted net investment income per share	$	0.22		$	0.42
Basic and diluted earnings (loss) per share	$	(0.12	)	$	0.27

ABOUT GOLDMAN SACHS BDC, INC.

Goldman Sachs BDC, Inc. is a specialty finance company that has elected to be regulated as a business development company under the Investment Company Act of 1940. GSBD was formed by The Goldman Sachs Group, Inc. (“Goldman Sachs”) to invest primarily in middle-market companies in the United States, and is externally managed by Goldman Sachs Asset Management, L.P., an SEC-registered investment adviser and a wholly-owned subsidiary of Goldman Sachs. GSBD seeks to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, first lien/last-out unitranche and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments. For more information, visit www.goldmansachsbdc.com. Information on the website is not incorporated by reference into this press release and is provided merely for convenience.

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. You should read statements that contain these words carefully because they discuss our plans, strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters. These statements represent the Company’s belief regarding future events that, by their nature, are uncertain and outside of the Company’s control. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ, possibly materially from our expectations, include, but are not limited to, the risks, uncertainties and other factors we identify in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in filings we make with the Securities and Exchange Commission, and it is not possible for us to predict or identify all of them. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260507428696/en/

Goldman Sachs BDC, Inc.

Investor Contact: John Psyllos, 212-902-1000

Media Contact: Victoria Zarella, 212-902-5400

KEYWORDS: New York United States North America

INDUSTRY KEYWORDS: Professional Services Insurance Finance Construction & Property Consulting REIT Banking

MEDIA:

May 7, 2026 7:18 pm

Gran Tierra Energy Inc. Reports First Quarter 2026 Results

Achieved Total Company Average First Quarter Production of

45,497

BOEPD

¹
Completed Disposition of Gran Tierra’s Working Interest in the Simonette Montney Block for

$49

Million
Signed Exploration, Development and Production Sharing Agreement with State Oil Company of the Republic of Azerbaijan
Strategic Partnership Agreement with Ecopetrol for Operations in the Tisquirama Block
Strengthened Financial Position, Exited the Quarter with

$125

Million in Cash and Paid Down

$133

Million

of Debt and Extended Bond Maturities to 2031
2026 Guidance Revised, Strong Outlook on Free Cash Flow Generation

CALGARY, Alberta, May 07, 2026 (GLOBE NEWSWIRE) — Gran Tierra Energy Inc. (“Gran Tierra” or the “Company”) (NYSE American:GTE) (TSX:GTE) (LSE:GTE) announced the Company’s financial and operating results for the quarter ended March 31, 2026 (the “Quarter”) and provided revised 2026 guidance. All dollar amounts are in United States (“U.S.”) dollars and all reserves and production volumes are on an average working interest (“WI”) before royalties basis unless otherwise indicated. Production is expressed in barrels (“bbl”) of oil equivalent (“boe”) per day (“boepd” or “boe/d”) and are based on WI sales before royalties. For per boe amounts based on net after royalty (“NAR”) production, see Gran Tierra’s Quarterly Report on Form 10-Q filed May 7, 2026.

Message to Shareholders

Gary Guidry, President and Chief Executive Officer of Gran Tierra, commented: “Our performance for the Quarter reflects a strong start to 2026, with production meeting expectations and capital spending below plan, demonstrating disciplined execution across the business. With the completed disposition of our Simonette assets and the successful bond exchange, we are in a stronger financial position, well-equipped to support ongoing operations and the continued deleveraging of the balance sheet. We signed an Exploration, Development and Production Sharing Agreement with the State Oil Company of the Republic of Azerbaijan (“SOCAR”) and entered into a strategic partnership with Ecopetrol that is expected to unlock operational synergies and further enhance long-term value creation. Supported by these strategic developments and the evolving market environment, our revised 2026 guidance reflects a stronger outlook for free cash flow while maintaining a disciplined approach to capital allocation. Looking forward, we remain focused on financial strength, generating free cash flow and reducing debt as we continue to deliver long-term value to shareholders.”

Revised 2026
Guidance
:

Gran Tierra is revising its previously announced 2026 guidance to reflect changes in market conditions and portfolio composition since the Company’s initial outlook was issued in December 2025. The updated guidance incorporates the impact of the following:

higher commodity price assumptions;
changes in realized differentials;
the completed disposition of the Simonette asset;
the addition of the Tisquirama block through the previously announced joint venture with Ecopetrol; and
the effect of additional commodity hedges entered into subsequent to the original guidance.

While higher commodity prices have improved the market backdrop since December 2025, the benefit to forecasted free cash flow has been partially offset by the addition of incremental hedges, the loss of Simonette production volumes and incremental capital associated with portfolio additions. At the price forecasted below, Gran Tierra forecasts hedging losses of $70 – $72 million for 2026. The revised outlook reflects Gran Tierra’s focus on maximizing free cash flow generation through disciplined capital spending while maintaining operational flexibility in a changing market environment.

Revised 2026 Budget	Base Case
Brent Oil Price ($/bbl)	83.80
WTI Oil Price ($/bbl)	78.48
AECO Natural Gas Price ($CAD/thousand cubic feet)	2.32
Production (boepd)	40,000 – 45,000
Operating Netback ² ($ million)	445 – 495
EBITDA ² ($ million)	345 – 395
Cash Flow ² ($ million)	235 – 275
Capital Expenditures ($ million)	130 – 170
Free Cash Flow ² ($ million)	95 – 115

Revised Budget per Barrel Costs	Costs per boe ($/boe)
Lifting	14.00 – 15.00
Transportation	1.00 – 1.50
General & Administration	2.50 – 3.00
Interest	5.00 – 6.00
Current Tax	0.75 – 1.25

2026 Revised Budget By Country	Canada*	Colombia	Ecuador
Production (boepd)	13,000 – 14,000	20,000 – 23,000	7,000 – 8,000

Per Barrel ($/boe)
Realized Price	20.00 – 21.00	58.00 – 60.00	51.50 – 53.50
Operating and Transportation Expense	10.00 – 11.00	18.00 – 19.00	15.00 – 16.00
Operating Netback ²	10.00 – 11.00	40.00 – 41.00	36.50 – 37.50

*Canada’s production is comprised of approximately 48% natural gas, 18% oil and 34% natural gas liquids (“NGL”)

Key Highlights of the Quarter:

Production: Gran Tierra’s total average WI production was 45,497 boepd, which was 2% lower than fourth quarter 2025 (“the Prior Quarter”) and 2% lower than the first quarter of 2025. The slight decreases in production from both comparative periods is attributable to the timing of waterflood optimization responses in Colombia and the sale of Simonette assets in Canada, partially offset by higher than anticipated production results from the Conejo wells in the Charapa Block and additional production from the Perico Block in Ecuador acquired in December 2025.
Net Loss: Gran Tierra incurred a net loss of $119 million or $3.38 per share³ basic and diluted, compared to a net loss of $141 million in the Prior Quarter and a net loss of $19 million or $0.54 per share³ basic and diluted in the first quarter of 2025. The net loss was primarily driven by non-cash items including unrealized market to market hedging loss of $77 million, $20 million of stock-based compensation resulting from higher share price at the end of the quarter and debt issuance cost amortization of $11 million resulting from the bond exchange.
Gross Profit
⁴: The Company’s gross profit⁴ was approximately $37 million for the Quarter, which was up from approximately $1 million for the Prior Quarter and also increased compared to $28 million in the first quarter of 2025. On a per boe basis, our Gross Profit⁴ for the Quarter was $8.49 per boe, up from $0.22 in the Prior Quarter and up from $6.63 in the first quarter of 2025.
Operating Netback
²
: The Company’s operating netback² was $23.28 per boe, up 33% from the Prior Quarter and up 2% from the first quarter of 2025 primarily as a result of higher oil prices recognized during the Quarter.
Adjusted EBITDA
²
: Adjusted EBITDA² was $74 million compared to $52 million in the Prior Quarter and $85 million in the first quarter of 2025. Twelve-month trailing net debt⁽²⁾⁽⁵⁾ to Adjusted EBITDA² was 1.7 times and the Company continues to have a long-term target ratio of 1.0 times.
Net Cash Provided by Operating Activities: Net Cash Provided by Operating Activities was $173 million ($4.89 per share), up 10% from the Prior Quarter and up 136% from the first quarter of 2025.
Funds Flow from Operations
²
: Funds flow from operations² was $43 million ($1.21 per share), up 60% from the Prior Quarter and down 23% from the first quarter of 2025.
Cash and Debt: As of March 31, 2026, the Company had a cash balance of $125 million, total gross debt of $606 million and net debt⁽²⁾⁽⁵⁾ of $481 million. During the Quarter, Gran Tierra bought back $9.2 million in face value of the Company’s 9.75% Senior Notes due April 15, 2031. This represents a discount of 12% to the face value of the repurchased bonds.
Liquidity: In addition to the $125 million cash on hand as of March 31, 2026, the Company currently has approximately $54 million in undrawn availability in its credit and lending facilities.

Operational Update:

Colombia
- During the Quarter, Gran Tierra successfully drilled the Raju-2 well, the final well from the Cohembi North Pad. Infill drilling subsequently commenced with the completion of the first of three planned wells from Cohembi Pad 6. Together, these two wells were drilled at a combined cost of $7.5 million, representing approximately 18% savings versus budget.
- Initial well completions were carried out immediately following drilling operations on the Raju-2 and Cohembi-29 wells. The Company continued deploying an enhanced completion sequence alongside alternative technologies, driving further efficiencies and cost reductions.
Ecuador
- Gran Tierra commenced water injection at the Chanangue J4 well in early February 2026, with an average injection rate of 511 bbls of water per day. The resulting production in Chanangue J2 has exceeded company expectations. While the initial forecast assumed a three-month lag before production impact, an uplift was observed within just two weeks of injection start.

Signed Exploration, Development and Production Sharing Agreement (“EDPSA”) with SOCAR
⁶
:

EDPSA provides significant access rights in a proven region, with access to established infrastructure and exposure to a contiguous basin trend supported by shared geology, legacy well control, and seismic data, providing clear exploration, appraisal, and development upside.
Azerbaijan is a world-class petroleum region anchored by some of the largest conventional oil and gas fields globally. The Contract Area surrounds an approximately 65-kilometer-long structure that has produced more than 100 million barrels of oil and more than 200 billion cubic feet of natural gas, underscoring the scale and quality of the petroleum system in Azerbaijan.
Allows Gran Tierra to leverage its proven expertise in exploration, appraisal, development, and optimization, pairing the Company’s core technical and operational capabilities with strategic access to European markets, and clear, capital-efficient development horizons.
Gran Tierra has secured a 65% WI and operatorship of the Contract Area, which equals approximately 0.4 million gross acres, more than two times our current acreage in Ecuador.
Gran Tierra’s EDPSA has five years for exploration and appraisal, and 25 years for development of any economic discoveries, with potential to extend development an additional five years.
The exploration period consists of an initial three-year phase followed by a second two-year phase. The initial phase includes the acquisition of a gravity study, the acquisition of 250 km² of 3D seismic and a commitment to drill two wells. Upon completion of the initial phase, the Company has the option to proceed into the second phase, which carries a further commitment to acquire an additional 250 km² of 3D seismic and drill two wells.
Gran Tierra expects to commence an airborne gravity study in 2026, with seismic acquisition and drilling activities planned to begin in 2027. These activities are expected to be funded by the Company’s forecasted net cash provided by operating activities.

Strategic Partnership with Ecopetrol:

During the Quarter, Gran Tierra entered into a strategic partnership with Ecopetrol, whereby the Company is expected to earn, subject to regulatory approvals and other conditions precedent, a 49% WI in the Tisquirama Block located in the Middle Magdalena Valley Basin of Colombia which contains the Tisquirama and San Roque fields. With existing assets in Acordionero serving as a direct analogue, operating these fields would allow the Company to manage the area as a single operating hub, improving efficiency and maximizing long-term value.

Bond Exchange:

During the Quarter, Gran Tierra issued $504 million in aggregate principal amount of its 9.750% Senior Secured Amortizing Notes due 2031 (the “9.75% Senior Notes”), with a structured amortization profile beginning in 2029 and paid $125 million in cash consideration in exchange for $629 million aggregate principal amount of its 9.500% Senior Secured Amortizing Notes due 2029. The exchange was accounted for as debt modification. With an 88% participation rate, the bond exchange reflected strong investor confidence in the Company’s capital structure strategy.

Audit Committee Concludes Investigation:

As disclosed in a Form 8-K filed by the Company on March 17, 2026, the Company’s Audit Committee has been conducting an independent investigation into an anonymous complaint.

Consistent with its charter, the Audit Committee takes seriously its responsibility to investigate matters within the scope of its duties. As such, the Audit Committee investigated the allegations in the complaint that it believed were in the scope of its responsibility. The Audit Committee took various steps to ensure that it would meet its fiduciary duties of loyalty, care and oversight in conducting the investigation. Such steps included seeking legal advice from external legal counsel and engaging throughout the entirety of the investigatory process independent legal counsel who conducted investigatory procedures. The engagements concluded under the direction and oversight of the Audit Committee. Following the engagements and multiple meetings and deliberations of the Audit Committee, the Audit Committee concluded that, subject to undertaking certain process improvements, all of which have been satisfactorily implemented by the Company, its investigation is complete.

Additional Key Financial Metrics:

Capital Expenditures: Capital expenditures of $45 million were lower than the $53 million in the Prior Quarter and lower than the $95 million in the first quarter of 2025. During the Quarter, the Company spud three development wells in Colombia, with two development wells deemed producing and one development well deemed in-progress. Additionally, the Company spud three development wells in Canada pertaining to the Simonette Montney area, which was disposed of during the Quarter.
Oil Sales: Gran Tierra generated oil sales of $172 million, up 2% from the first quarter of 2025 due to a 3% increase in sales volumes and 5% increase in Brent price, offset by higher differentials. The higher sales volumes during the current quarter was driven by selling built-up oil inventory and selling production of the new Perico Block in Ecuador. Oil sales increased 32% from the Prior Quarter primarily due to a 24% increase in Brent price and a 12% increase in sales volumes as a result of higher sales volumes in Ecuador, partially offset by higher differentials.
South American Quality and Transportation Discounts: The Company’s average quality and transportation discounts per bbl in South America increased during the Quarter to $14.85 compared to $11.58 in the first quarter of 2025 and to $12.30 in the Prior Quarter, primarily due to the widening of field-level differentials and incremental high-cost trucking in Putumayo.
- The Castilla oil differential per bbl was $9.67, up from $6.51 in the Prior Quarter and $5.34 in the first quarter of 2025 (Castilla is the benchmark for the Company’s Middle Magdalena Valley Basin oil production). The Vasconia differential per bbl was $5.91, up from $3.41 in the Prior Quarter, and $2.27 in the first quarter of 2025. The Ecuadorian benchmark, Oriente, per bbl was $8.17, down from $8.43 in the Prior Quarter and up from $7.65 in the first quarter of 2025. The current⁷ differentials are approximately $6.60 per bbl for Castilla, $0.40 per bbl for Vasconia, and $0.70 per bbl premium for Oriente indicating improved realized pricing conditions.
- During the Quarter, the Company had two liftings in Ecuador compared to one in the Prior Quarter. The Company sales price is the average Brent price less discounts for the month prior to lifting (M-1). During the Quarter, the Company sold its January lifting for the average December Brent price and the March lifting was sold at the average February Brent price. The impact of the M-1 pricing lowered revenue by approximately $16 million compared to the average Brent price for the Quarter. During the Month of May, the Company is expected to sell its Ecuador lifting of approximately 420,000 bbls of oil for net revenue of approximately $44 million.
Operating Expenses: On a per boe basis, operating expenses decreased by 3% when compared to the first quarter of 2025 due to $1.14 per boe lower workover activities, which were partially offset by $0.21 per boe higher lifting costs associated with inventory fluctuations. Total operating expenses increased by 16% to $66 million compared to the Prior Quarter primarily due to the recognition of operating costs previously capitalized to inventory in the Prior Quarter, as those barrels were sold in the current period which does not reflect an increase in the underlying operating cost structure. Total operating expenses decreased by 1% compared to the first quarter of 2025 due to lower workover activities, lower power generation and field personnel costs associated with head count optimization, partially offset by higher inventory fluctuation due to the sale of built-up oil inventory at the end of the Prior Quarter.
Transportation Expenses: The Company’s transportation expenses increased by 44% to $5.3 million, compared to the Prior Quarter’s transportation expenses of $3.7 million, and increased by 17% compared to the first quarter of 2025. Transportation expenses increased due to a higher sales volume of 944,000 bbls transported in Ecuador during the Quarter, compared to sales volumes of 398,000 bbls in the Prior Quarter and 439,000 bbls in the first quarter of 2025.
Gener
al and Administrative (“G&A”) Expenses: G&A expenses before stock-based compensation were $3.51 per boe, a decrease from $4.26 per boe in the Prior Quarter due to headcount optimization and higher sales volumes. G&A expenses before stock-based compensation during the Quarter increased from $2.81 per boe in the first quarter of 2025 primarily due to higher consulting costs attributable to optimization projects.
Cash Netback
²: Cash netback² per boe increased to $9.91, compared to $6.81 in the Prior Quarter primarily due to a higher operating netback as a result of a higher realized price during the Quarter. Cash netback² per boe decreased by $3.14 from $13.05 per boe in the first quarter of 2025, primarily attributable to higher G&A expenses incurred and higher losses realized on derivative instruments settled during the Quarter.

Financial
and Operational Highlights (all amounts in $000s, except per share and boe amounts)

Consolidated Information	Three Months Ended March 31,		Three Months Ended December 31,
	2026	2025	2025

Net Loss	$ (119,172 )	$(19,280)	$(141,148)
Per Share – Basic	$ (3.38 )	$(0.54)	$(4.00)
Per Share – Diluted	$ (3.38 )	$(0.54)	$(4.00)

Gross Profit ⁴	$ 36,697	$28,101	$851
Depletion and Accretion ⁸	$ 63,908	$68,431	$68,236
Operating Netback ²	$ 100,605	$96,532	$69,087

Oil, Natural Gas and NGL Sales	$ 172,057	$168,173	$129,929
Operating Expenses	(66,149 )	(67,090)	(57,160)
Transportation Expenses	(5,303 )	(4,551)	(3,682)
Operating Netback ²	$ 100,605	$96,532	$69,087

G&A Expenses Before Stock-Based Compensation	$ 15,149	$11,926	$16,817
G&A Stock-Based Compensation Expense (Recovery)	19,676	(517)	3,042
G&A Expenses, Including Stock Based Compensation	$ 34,825	$11,409	$19,859

EBITDA ²	$ (26,015 )	$79,710	$(77,030)

Adjusted EBITDA ²	$ 73,935	$85,162	$52,473

Net Cash Provided by Operating Activities	$ 172,734	$73,230	$157,193

Funds Flow from Operations ²	$ 42,823	$55,344	$26,827

Capital Expenditures (Before Changes in Working Capital)	$ 45,359	$94,727	$53,040

Free Cash Flow ²	$ (2,536 )	$(39,383)	$(26,213)

Average Daily Production (boe/d)
WI Production Before Royalties	45,497	46,647	46,344
Royalties	(7,756 )	(8,084)	(6,880)
Production NAR	37,741	38,563	39,464
Decrease (Increase) in Inventory	2,526	461	(3,480)
Sales	40,267	39,024	35,984
Royalties, % of WI Production Before Royalties	17 %	17%	15%

Cash Netback ($/boe) ⁽²⁾⁽⁹⁾
Gross Profit ⁽⁴⁾⁽⁹⁾	$ 8.49	$6.63	$0.22
Depletion and Accretion ⁽⁸⁾⁽⁹⁾	$ 14.79	$16.14	$17.30
Operating Netback ⁽²⁾⁽⁹⁾	$ 23.28	$22.77	$17.53

Average Realized Price before Royalties	47.48	47.88	39.25
Royalties	(7.67 )	(8.22)	(6.30)
Average Realized Price	39.81	39.66	32.95
Transportation Expenses	(1.23 )	(1.07)	(0.93)
Average Realized Price Net of Transportation Expenses	38.58	38.59	32.02
Operating Expenses	(15.31 )	(15.82)	(14.49)
Operating Netback ⁽²⁾⁽⁹⁾	23.28	22.77	17.53
Cash G&A Expenses	(3.51 )	(2.81)	(4.26)
Other Taxes	(0.24 )	(0.11)	(0.17)
Severance Expenses	(0.57 )	—	—
Realized Foreign Exchange Loss	(0.38 )	(0.51)	(0.71)
Cash Settlement on Derivative Instruments	(2.56 )	0.10	0.19
Interest Expense, Excluding Amortization of Debt Issuance Costs, Non-Cash Interest, and Senior Notes Exchange Fees	(4.90 )	(4.58)	(5.45)
Interest Income	0.09	0.10	0.06
Other Cash Gain	0.10	—	—
Net Lease Payments	(0.05 )	0.04	(0.03)
Current Income Tax Expense	(1.35 )	(1.95)	(0.35)
Cash Netback ⁽²⁾⁽⁹⁾	$ 9.91	$13.05	$6.81

Share Information (000s)
Common Stock Outstanding, End of Period	35,346	35,524	35,299
Weighted Average Number of Shares of Common Stock Outstanding – Basic and Diluted	35,300	35,777	35,294
Weighted Average Number of Shares of Common Stock Outstanding – Diluted	35,300	35,777	35,294

Colombia Information	Three Months Ended March 31,		Three Months Ended December 31,
	2026	2025	2025
Operating Netback ²
Gross Profit ⁴	$ 24,377	$26,948	$(2,865)
Depletion and Accretion ⁸	$ 40,633	$44,999	$49,383
Operating Netback ²	$ 65,010	$71,947	$46,518

Oil Sales	$ 102,324	$117,648	$89,072
Operating Expenses	(35,042 )	(42,490)	(39,897)
Transportation Expenses	(2,272 )	(3,211)	(2,657)
Operating Netback ²	$ 65,010	$71,947	$46,518

Average Daily Production (boe/d)
WI Production Before Royalties	21,319	25,652	23,259
Royalties	(3,230 )	(4,420)	(3,013)
Production NAR	18,089	21,232	20,246
Decrease (Increase) in Inventory	799	(379)	(908)
Sales	18,888	20,853	19,338
Royalties, % of WI Production Before Royalties	15 %	17%	13%

Operating Netback ($/boe) ⁽²⁾⁽⁹⁾
Gross Profit ⁽⁴⁾⁽⁹⁾	$ 12.25	$11.85	$(1.39)
Depletion and Accretion ⁽⁸⁾⁽⁹⁾	$ 20.41	$19.78	$24.02
Operating Netback ⁽²⁾⁽⁹⁾	$ 32.66	$31.63	$22.63

Brent	$ 78.38	$74.98	$63.08
Quality and Transportation Discount	(18.19 )	(12.30)	(13.01)
Royalties	(8.79 )	(10.96)	(6.75)
Average Realized Price	51.40	51.72	43.32
Transportation Expenses	(1.14 )	(1.41)	(1.29)
Average Realized Price Net of Transportation Expenses	50.26	50.31	42.03
Operating Expenses	(17.60 )	(18.68)	(19.40)
Operating Netback ⁽²⁾⁽⁹⁾	$ 32.66	$31.63	$22.63

Ecuador Information	Three Months Ended March 31,		Three Months Ended December 31,
	2026	2025	2025
Operating Netback ²
Gross Profit ⁴	$ 6,378	$1,361	$3,678
Depletion and Accretion ⁸	$ 15,861	$10,496	$5,258
Operating Netback ²	$ 22,239	$11,857	$8,936

Oil Sales	$ 40,745	$21,023	$12,486
Operating Expenses	(15,952 )	(8,073)	(2,918)
Transportation Expenses	(2,554 )	(1,093)	(632)
Operating Netback ²	$ 22,239	$11,857	$8,936

Average Daily Production (boe/d)
WI Production Before Royalties	8,759	4,034	6,898
Royalties	(2,584 )	(1,424)	(1,925)
Production NAR	6,175	2,610	4,973
Decrease (Increase) in Inventory	1,727	840	(2,572)
Sales	7,902	3,450	2,401
Royalties, % of WI Production Before Royalties	30 %	35%	28%

Operating Netback ($/boe) ⁽²⁾⁽⁹⁾
Gross Profit ⁽⁴⁾⁽⁹⁾	$ 6.76	$3.10	$9.24
Depletion and Accretion ⁽⁸⁾⁽⁹⁾	$ 16.81	$23.93	$13.21
Operating Netback ⁽²⁾⁽⁹⁾	$ 23.57	$27.03	$22.45

Brent (M-1 Pricing) ¹⁰	$ 65.12	$75.53	$65.09
Quality and Transportation Discount	(7.82 )	(7.82)	(8.57)
Royalties	(14.12 )	(19.79)	(25.15)
Average Realized Price	43.18	47.92	31.37
Transportation Expenses	(2.71 )	(2.49)	(1.59)
Average Realized Price Net of Transportation Expenses	40.47	45.43	29.78
Operating Expenses	(16.90 )	(18.40)	(7.33)
Operating Netback ⁽²⁾⁽⁹⁾	$ 23.57	$27.03	$22.45

Canadian Information	Three Months Ended March 31,		Three Months Ended December 31,
	2026	2025	2025
Operating Netback ²
Gross Profit ⁴	$ 5,942	$(208)	$38
Depletion and Accretion ⁸	$ 7,414	$12,936	$13,595
Operating Netback ²	$ 13,356	$12,728	$13,633

Oil Sales	$ 20,987	$20,826	$19,785
Natural Gas Sales	6,074	6,712	7,477
NGL Sales	5,040	6,930	4,026
Royalties	(3,113 )	(4,966)	(2,917)
Oil, Natural Gas and NGL Sales After Royalties	$ 28,988	$29,502	$28,371
Operating Expenses	(15,155 )	(16,527)	(14,345)
Transportation Expenses	(477 )	(247)	(393)
Operating Netback ²	$ 13,356	$12,728	$13,633

Average Daily Production
Crude Oil (bbl/d)	3,674	3,623	4,220
Natural Gas (mcf/d)	43,398	49,860	46,158
NGLs (bbl/d)	4,512	5,029	4,274
WI Production Before Royalties (boe/d)	15,419	16,961	16,187
Royalties (boe/d)	(1,942 )	(2,240)	(1,942)
Production NAR (boe/d)	13,477	14,721	14,245
Sales (boe/d)	13,477	14,721	14,245
Royalties, % of WI Production Before Royalties	13 %	13%	12%

Benchmark Prices
West Texas Intermediate ($/bbl)	72.73	71.47	59.24
AECO Natural Gas Price (C$/GJ)	1.91	2.05	2.11

Average Realized Price
Crude Oil ($/bbl)	63.47	63.87	50.96
Natural Gas ($/mcf)	1.56	1.50	1.76
NGLs ($/bbl)	12.41	15.31	10.24

Operating Netback ($/boe) ⁽²⁾⁽⁹⁾
Gross Profit ⁽⁴⁾⁽⁹⁾	$ 4.28	$(0.14)	$0.03
Depletion and Accretion ⁽⁸⁾⁽⁹⁾	$ 5.34	$8.48	$9.13
Operating Netback ⁽²⁾⁽⁹⁾	$ 9.62	$8.34	$9.16

Average Realized Price	$ 23.12	$22.58	$21.01
Royalties	(2.24 )	(3.25)	(1.96)
Transportation Expenses	(0.34 )	(0.16)	(0.26)
Operating Expenses	(10.92 )	(10.83)	(9.63)
Operating Netback ⁽²⁾⁽⁹⁾	$ 9.62	$8.34	$9.16

_{¹ Gran Tierra’s first quarter total company average quarterly production includes the removal of Simonette production as of March 10, 2026.}

_{²Operating netback, earnings before interest, taxes and depletion, depreciation and accretion (“DD&A”) (“EBITDA”), Adjusted EBITDA, funds flow from operations, net debt, free cash flow, and cash netback, are non-GAAP measures and do not have a standardized meaning under GAAP. Cash flow refers to the GAAP line item “net cash provided by operating activities”. Refer to “Non-GAAP Measures” in this press release for descriptions of these non-GAAP measures and reconciliations to the most directly comparable measures calculated and presented in accordance with GAAP.}

_{³ Weighted average shares outstanding based on March 31, 2026 balance of 35,299,842 shares (basic and diluted) and March 31, 2025 balance of 35,777,367 shares (basic and diluted).}

_{⁴ Gross profit is calculated as oil, gas and NGL sales, less operating and transportation expenses, and depletion and accretion related to producing assets.}

_{⁵ Net Debt is based on $606 million outstanding of Senior Notes less $125 million of cash and cash equivalents as at March 31, 2026.}

_{⁶ Certain information in this section may constitute “analogous information” as defined in NI 51-101. Refer to “Presentation of Oil and Gas Information – Analogous Information”.}

_{⁷ Gran Tierra’s second quarter-to-date 2026 total average differentials are for the period from April 1 to April 30, 2026.}

_{⁸ Depletion and Accretion is calculated as DD&A expenses less depreciation of administrative assets.}

_{⁹ Per boe amounts are based on WI sales before royalties. For per boe amounts based on NAR production, see Gran Tierra’s Quarterly Report on Form 10-Q filed on May 7, 2026.}

_{¹⁰ Ecuador oil sales are priced on an “M-1” basis, a pricing convention whereby the realized price for volumes lifted in a given month is determined by reference to the average Brent crude oil price of the immediately preceding calendar month, rather than the month in which lifting occurs.}

Conference Call Information:

Gran Tierra will host its first quarter 2026 results conference call on Friday, May 8, 2026, at 9:00 a.m. Mountain Time, 11:00 a.m. Eastern Time. Interested parties may access the conference call by registering at the following link: https://register-conf.media-server.com/register/BId54ccfac7a26465e91ba999a459970cf. Please note that there is no longer a general dial-in number to participate and each individual party must register through the provided link. Once parties have registered, they will be provided a unique PIN and call-in details. There is also a feature that allows parties to elect to be called back through the “Call Me” function on the platform. Interested parties can also continue to access the live webcast from their mobile or desktop devices at the following link: https://edge.media-server.com/mmc/p/4afdf5mg, which is also available on Gran Tierra’s website at https://www.grantierra.com/investor-relations/presentations-events/.

2025 Sustainability Report:

Gran Tierra has published its 2025 Sustainability Report and is available on the Company website at www.grantierra.com/esg.

Corporate Presentation:

Gran Tierra’s Corporate Presentation has been updated and is available on the Company website at www.grantierra.com.

About Gran Tierra Energy Inc.

Gran Tierra Energy Inc., together with its subsidiaries, is an independent international energy company currently focused on oil and natural gas exploration and production in Canada, Colombia and Ecuador. The Company is currently developing its existing portfolio of assets in Canada, Colombia and Ecuador; however, Gran Tierra recently entered into an exploration, development and production sharing agreement with the State Oil Company of the Republic of Azerbaijan (“SOCAR”) and may eventually expand our operations into Azerbaijan and will continue to pursue additional new growth opportunities that would further strengthen the Company’s portfolio. The Company’s common stock trades on the NYSE American, the Toronto Stock Exchange and the London Stock Exchange under the ticker symbol GTE. Additional information concerning Gran Tierra is available at www.grantierra.com. Except to the extent expressly stated otherwise, information on the Company’s website or accessible from our website or any other website is not incorporated by reference into and should not be considered part of this press release. Investor inquiries may be directed to [email protected] or (403) 265-3221.

Gran Tierra’s Securities and Exchange Commission (the “SEC”) filings are available on the SEC website at http://www.sec.gov. The Company’s Canadian securities regulatory filings are available on SEDAR+ at http://www.sedarplus.ca and UK regulatory filings are available on the National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Contact Information

For investor and media inquiries please contact:

Gary Guidry, President & Chief Executive Officer

Ryan Ellson, Executive Vice President & Chief Financial Officer

Tel: (403) 265-3221

For more information on Gran Tierra please go to: www.grantierra.com.

Forward Looking Statements and Advisories:

This press release contains opinions, forecasts, projections, and other statements about future events or results that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and financial outlook and forward looking information within the meaning of applicable Canadian securities laws (collectively, “forward-looking statements”), which can be identified by such terms as “expect”, “plan”, “anticipate”, “target”, “outlook”, “can,” “will,” “should,” “guidance,” “forecast,” “signal,” “measures taken to” and “believes”, derivations thereof and similar terms identify forward-looking statements. Such forward-looking statements include, but are not limited to, the Company’s capital budget amount and uses; the Company’s strategies related to exploration, drilling and operation activities; expectations regarding reservoir prospects and production amounts; future well results (including initial oil and natural gas production rates and productive capacity based on past performance); expected future net cash provided by operating activities (described in this press release as “cash flow”), free cash flow, operating netback, EBITDA and certain associated metrics; anticipated capital expenditures, including the location and impact of capital expenditures; operating and general and administrative costs; production guidance for 2026; and the Company’s expectations as to debt repayment, , hedging and its positioning for 2026 and beyond. The forward-looking statements contained in this press release reflect several material factors and expectations and assumptions of Gran Tierra including, without limitation, that Gran Tierra will continue to conduct its operations in a manner consistent with its current expectations, the accuracy of testing and production results and seismic data, pricing and cost estimates (including with respect to commodity pricing and exchange rates), and the general continuance of current or, where applicable, assumed operational, regulatory and industry conditions in Canada, Colombia and Ecuador and areas of potential expansion, and the ability of Gran Tierra to execute its business and operational plans (including any debt repayment plan) in the manner currently planned. Gran Tierra believes the material factors, expectations and assumptions reflected in the forward-looking statements are reasonable at this time, but no assurance can be given that these factors, expectations and assumptions will prove to be correct.

Among the important factors that could cause actual results to differ materially from those indicated by the forward-looking statements in this press release are: certain of Gran Tierra’s operations are located in South America and unexpected problems can arise due to guerilla activity, strikes, local blockades or protests; technical difficulties and operational difficulties may arise which impact the production, transport or sale of Gran Tierra’s products; other disruptions to local operations; global and regional changes in the demand, supply, prices, differentials or other market conditions affecting oil and gas, including inflation and changes resulting from a global health crisis, geopolitical events, including the ongoing conflicts in Ukraine, the Middle East and Venezuela, or from the imposition or lifting of crude oil production quotas or other actions that might be imposed by OPEC and other producing countries and resulting company or third-party actions in response to such changes; changes in commodity prices, including volatility or a prolonged decline in these prices relative to historical or future expected levels; the risk that current global economic and credit conditions may impact oil and natural gas prices and oil and natural gas consumption more than Gran Tierra currently predicts, which could cause Gran Tierra to further modify its strategy and capital spending program; prices and markets for oil and natural gas are unpredictable and volatile; the effect of hedges; the accuracy of productive capacity of any particular field; geographic, political and weather conditions can impact the production, transport or sale of Gran Tierra’s products; the ability of Gran Tierra to execute its business plan, which may include acquisitions, and realize expected benefits from current or future initiatives; the risk that unexpected delays and difficulties in developing currently owned properties may occur; the ability to replace reserves and production and develop and manage reserves on an economically viable basis; the accuracy of testing and production results and seismic data, pricing and cost estimates (including with respect to commodity pricing and exchange rates); the risk profile of planned exploration activities; the effects of drilling down-dip; the effects of waterflood and multi-stage fracture stimulation operations; the extent and effect of delivery disruptions, equipment performance and costs; actions by third parties; the timely receipt of regulatory or other required approvals for Gran Tierra’s operating activities; the failure of exploratory drilling to result in commercial wells; unexpected delays due to the limited availability of drilling equipment and personnel; volatility or declines in the trading price of Gran Tierra’s common stock or bonds; the risk that Gran Tierra does not receive the anticipated benefits of government programs, including government tax refunds; Gran Tierra’s ability to comply with financial covenants in its credit agreement and indentures and make borrowings under its credit agreement; and the risk factors detailed from time to time in Gran Tierra’s periodic reports filed with the SEC, including, without limitation, under the caption “Risk Factors” in Gran Tierra’s Annual Report on Form 10-K for the year ended December 31, 2025 filed on March 4, 2026 and its other filings with the SEC. These filings are available on the SEC’s website at http://www.sec.gov and on SEDAR+ at www.sedarplus.ca and UK regulatory filings are available on the National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The forward-looking statements contained in this press release are based on certain assumptions made by Gran Tierra based on management’s experience and other factors believed to be appropriate. Gran Tierra believes these assumptions to be reasonable at this time, but the forward-looking statements are subject to risk and uncertainties, many of which are beyond Gran Tierra’s control, which may cause actual results to differ materially from those implied or expressed by the forward looking statements. The risk that the assumptions on which the 2026 outlook are based prove incorrect may increase the later the period to which the outlook relates. All forward-looking statements are made as of the date of this press release and the fact that this press release remains available does not constitute a representation by Gran Tierra that Gran Tierra believes these forward-looking statements continue to be true as of any subsequent date. Actual results may vary materially from the expected results expressed in forward-looking statements. Gran Tierra disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. In addition, historical, current and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. Gran Tierra’s forward-looking statements are expressly qualified in their entirety by this cautionary statement.

The estimates of future production, EBITDA, net cash provided by operating activities (described in this press release as “Cash Flow”), Free Cash Flow, capital expenditures, budgeted costs, realized prices, operating and transportation expenses, and operating netback may be considered to be future-oriented financial information or a financial outlook for the purposes of applicable Canadian securities laws. Financial outlook and future-oriented financial information contained in this press release about prospective financial performance, financial position or cash flows are provided to give the reader a better understanding of the potential future performance of the Company in certain areas and are based on assumptions about future events, including economic conditions and proposed courses of action, based on management’s assessment of the relevant information currently available, and to become available in the future. In particular, this press release contains projected operational and financial information for 2026. These projections contain forward-looking statements and are based on a number of material assumptions and factors set out above. Actual results may differ significantly from the projections presented herein. The actual results of Gran Tierra’s operations for any period could vary from the amounts set forth in these projections, and such variations may be material. See above for a discussion of the risks that could cause actual results to vary. The future-oriented financial information and financial outlooks contained in this press release have been approved by management as of the date of this press release. Readers are cautioned that any such financial outlook and future-oriented financial information contained herein should not be used for purposes other than those for which it is disclosed herein. The Company and its management believe that the prospective financial information has been prepared on a reasonable basis, reflecting management’s best estimates and judgments, and represent, to the best of management’s knowledge and opinion, the Company’s expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future results.

Non-GAAP Measures

This press release includes non-GAAP financial measures as further described herein. These non-GAAP measures do not have a standardized meaning under GAAP. Investors are cautioned that these measures should not be construed as alternatives to net income or loss, cash flow from operating activities or other measures of financial performance as determined in accordance with GAAP. Gran Tierra’s method of calculating these measures may differ from other companies and, accordingly, they may not be comparable to similar measures used by other companies. Each non-GAAP financial measure is presented along with the corresponding GAAP measure so as to not imply that more emphasis should be placed on the non-GAAP measure.

Net Debt, as presented as at March 31, 2026 is comprised of $584 million (gross) of long-term senior notes outstanding and $22 million (gross) of senior notes outstanding less cash and cash equivalents of $125 million, prepared in accordance with GAAP. Management believes that net debt is a useful supplemental measure for management and investors in order to evaluate the financial sustainability of the Company’s business and leverage. The most directly comparable GAAP measure is total debt.

Operating netback, as presented, is defined as gross profit less depletion and accretion related to producing assets. Operating netback per boe, as presented, is defined as operating netback over WI sales volume. See the table entitled Financial and Operational Highlights above for the components of consolidated operating netback and corresponding reconciliation.

Cash netback, as presented, is most directly comparable to gross profit and is calculated as gross profit adjusted for depletion and accretion related to producing assets, cash G&A expenses, other taxes, severance expenses, realized foreign exchange gains or losses, cash settlement on derivative instruments, interest expense (excluding amortization of debt issuance costs, non-cash interest, and senior notes exchange fees), interest income, other cash gains or losses, net lease payments, and current income tax expense or recovery. Cash netback per boe, as presented, is defined as cash netback over WI sales volumes. Management believes that operating netback and cash netback are useful supplemental measures for investors to analyze financial performance and provide an indication of the results generated by Gran Tierra’s principal business activities prior to the consideration of other income and expenses. See the table entitled Financial and Operational Highlights above for the components of operating netback and operating netback per boe. A reconciliation from gross profit to cash netback is as follows:

	Three Months Ended March 31,						Three Months Ended December 31,
Operating and Cash Netback – Non-GAAP Measure ($000s)		2026			2025			2025
Gross Profit	$	36,697		$	28,101		$	851
Adjustments to reconcile gross profit to operating netback
Depletion and accretion		63,908			68,431			68,236
Operating Netback (non-GAAP)		100,605			96,532			69,087
Cash G&A expenses		(15,149	)		(11,926	)		(16,817	)
Other taxes		(1,041	)		(481	)		(657	)
Severance expenses		(2,468	)		—			—
Realized foreign exchange loss		(1,625	)		(2,151	)		(2,792	)
Cash settlement on derivative instruments		(11,082	)		443			757
Interest expense, excluding amortization of debt issuance costs, non-cash interest, and senior notes exchange fees		(21,169	)		(19,402	)		(21,477	)
Interest income		401			425			217
Other cash gain		420			—			—
Net lease payments		(219	)		169			(114	)
Current income tax expense		(5,850	)		(8,265	)		(1,377	)
Cash Netback (non-GAAP)	$	42,823		$	55,344		$	26,827

EBITDA, as presented, is defined as net income or loss adjusted for DD&A expenses, interest expense, and income tax expense or recovery. Adjusted EBITDA, as presented, is defined as EBITDA adjusted for asset impairment, severance expenses, non-cash lease expense, lease payments, foreign exchange gains or losses, stock-based compensation expense or recovery, unrealized derivative instruments gains or losses, and other non-cash gains or losses. Management uses this supplemental measure to analyze performance and income generated by our principal business activities prior to the consideration of how non-cash items affect that income, and believes that this financial measure is a useful supplemental information for investors to analyze our performance and our financial results. A reconciliation from net income or loss to EBITDA and adjusted EBITDA is as follows:

	Three Months Ended March 31,						Three Months Ended December 31,
EBITDA – Non-GAAP Measure ($000s)		2026			2025			2025
Net Loss	$	(119,172	)	$	(19,280	)	$	(141,148	)
Adjustments to reconcile net loss to EBITDA and Adjusted EBITDA
DD&A expenses		69,874			72,202			72,535
Interest expense		49,878			23,235			28,261
Income tax expense		(26,595	)		3,553			(36,678	)
EBITDA (non-GAAP)	$	(26,015	)	$	79,710		$	(77,030	)
Asset impairment		—			—			136,261
Severance expenses		2,468			—			—
Non-cash lease expense		1,468			1,736			1,173
Lease payments		(1,687	)		(1,567	)		(1,287	)
Foreign exchange gain		1,425			3,838			896
Stock-based compensation expense (recovery)		19,676			(517	)		3,042
Unrealized derivative instruments loss (gain)		77,328			1,910			(7,669	)
Other non-cash (gain) loss		(728	)		52			(2,913	)
Adjusted EBITDA (non-GAAP)	$	73,935		$	85,162		$	52,473

Funds flow from operations, as presented, is defined as net income or loss adjusted for DD&A expenses, asset impairment, deferred tax expense or recovery, stock-based compensation expense or recovery, amortization of debt issuance costs, Senior Notes exchange fees, non-cash interest, non-cash lease expense, lease payments, unrealized foreign exchange gains or losses, unrealized derivative instruments gains or losses, and other non-cash gains or losses. Management uses this financial measure to analyze performance and income or loss generated by our principal business activities prior to the consideration of how non-cash items affect that income or loss, and believes that this financial measure is also useful supplemental information for investors to analyze performance and our financial results. Free cash flow, as presented, is defined as funds flow from operations adjusted for capital expenditures. Management uses this financial measure to analyze cash flow generated by our principal business activities after capital requirements and believes that this financial measure is also useful supplemental information for investors to analyze performance and our financial results. A reconciliation from net income or loss to funds flow from operations and free cash flow is as follows:

	Three Months Ended March 31,						Three Months Ended December 31,
Funds Flow From Operations – Non-GAAP Measure ($000s)		2026			2025			2025
Net Loss	$	(119,172	)	$	(19,280	)	$	(141,148	)
Adjustments to reconcile net loss to funds flow from operations
DD&A expenses		69,874			72,202			72,535
Asset impairment		—			—			136,261
Deferred tax (recovery) expense		(32,445	)		(4,712	)		(38,055	)
Stock-based compensation expense (recovery)		19,676			(517	)		3,042
Amortization of debt issuance costs		11,293			3,833			4,759
Senior Notes exchange fees		12,903			—			—
Non-cash interest		4,513			—			2,025
Non-cash lease expense		1,468			1,736			1,173
Lease payments		(1,687	)		(1,567	)		(1,287	)
Unrealized foreign exchange loss (gain)		(200	)		1,687			(1,896	)
Other non-cash (gain) loss		(728	)		52			(2,913	)
Unrealized derivative instrument (gain) loss		77,328			1,910			(7,669	)
Funds Flow From Operations (non-GAAP)	$	42,823		$	55,344		$	26,827
Capital expenditures	$	45,359		$	94,727		$	53,040
Free Cash Flow (non-GAAP)	$	(2,536	)	$	(39,383	)	$	(26,213	)

Presentation of Oil and Gas Information

Boes have been converted on the basis of six thousand cubic feet (“Mcf”) natural gas to 1 boe of oil. Boes may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1 boe is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. In addition, given that the value ratio based on the current price of oil as compared with natural gas is significantly different from the energy equivalent of six to one, utilizing a boe conversion ratio of 6 Mcf: 1 boe would be misleading as an indication of value.

References to a formation where evidence of hydrocarbons has been encountered is not necessarily an indicator that hydrocarbons will be recoverable in commercial quantities or in any estimated volume. Gran Tierra’s reported production is a mix of light crude oil and medium heavy crude oil, tight oil, conventional natural gas, shale gas and natural gas liquids for which there is no precise breakdown since the Company’s sales volumes typically represent blends of more than one product type. Well test results should be considered as preliminary and not necessarily indicative of long-term performance or of ultimate recovery. Well log interpretations indicating oil and gas accumulations are not necessarily indicative of future production or ultimate recovery. If it is indicated that a pressure transient analysis or well-test interpretation has not been carried out, any data disclosed in that respect should be considered preliminary until such analysis has been completed. References to thickness of “oil pay” or of a formation where evidence of hydrocarbons has been encountered is not necessarily an indicator that hydrocarbons will be recoverable in commercial quantities or in any estimated volume.

This press release contains certain oil and gas metrics, including operating netback and cash netback, which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies and should not be used to make comparisons. These metrics are calculated as described in this press release and management believes that they are useful supplemental measures for the reasons described in this press release.

Such metrics have been included herein to provide readers with additional measures to evaluate the Company’s performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods.

Certain information in this press release may constitute ‘‘analogous information’’ as defined in NI 51-101, including, but not limited to, information relating to operations and oil and gas activities in Azerbaijan. Gran Tierra believes this information is relevant as it provides general information about the oil and gas activities in such basins where the Company is active. GTE is unable to confirm that the analogous information was prepared by an independent qualified reserves evaluator or auditor, or if the analogous information was prepared in accordance with the COGEH. Such information is not an estimate of reserves or production attributable to lands held or to be held by GTE and there is no certainty that the reserves and production data for the lands held or to be held by GTE will be similar to the information presented herein. The reader is cautioned that the data relied upon by GTE may be in error and/or may not be analogous to such lands to be held by GTE.