DEF 14A of Granite Ridge Resources, Inc., Apr 8, 2026

DEF 14A of Granite Ridge Resources, Inc.

Filed Apr 8, 2026 · FY20250001928446-26-000011

Open on EDGAR

  1. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS Our Board is currently composed of seven directors, divided into three classes serving staggered three-year terms. Upon expiration of the term of a class of directors, directors for that class will be elected for three-year terms at the annual meeting of stockholders in the year in which that term expires. Each director’s term continues until the election and qualification of his or her successor or his or her earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors. The following table sets forth certain information about our directors and executive officers as of the date of this proxy statement. Below the table is a brief biography of each of our directors and executive officers. There is no family relationship between any director or executive officer of the Company.

  2. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Position | Director Class | Term Expiration | Independent | | Tyler S. Farquharson | 43 | President and Chief Executive Officer | — | — | — | | R. Kyle Kettler | 55 | Chief Financial Officer | — | — | — | | Kimberly A. Weimer | 47 | Chief Accounting Officer | — | — | — | | Thaddeus Darden | 39 | Director | Class I | 2026 | No | | Michele J. Everard | 74 | Director | Class I | 2026 | Yes | | Kirk Lazarine | 72 | Director | Class I | 2026 | No | | John McCartney | 73 | Director | Class II | 2027 | Yes | | Matthew Miller | 42 | Director and Co-Chairman of the Board | Class II | 2027 | No | | Griffin Perry | 42 | Director and Co-Chairman of the Board | Class III | 2028 | No | | Amanda N. Coussens | 45 | Director | Class III | 2028 | Yes |

  3. Director Nominees

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

  4. Director Nominees

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

  5. Director Nominees

    | | Michele J. Everard, Director (Class I) Ms. Everard was employed in the University of Michigan’s Investment Office for over 38 years, most recently as Managing Director, until her retirement in December of 2019. Ms. Everard was responsible for investment strategy, recommendation of new investment opportunities and monitoring of the University Endowment’s Real Estate and Natural Resources portfolios. She was a member of the University’s Investment Committee from 2009 to 2019 and participated in the management of all of the University’s investment programs, including the Endowment Fund which ranks in the top ten among institutions of higher education. Since 2022, Ms. Everard has served as a member of the Advisory Board of the RFM Affordable Housing Fund, L.P., sponsored by Related Fund Management, LLC. Ms. Everard has a B.B.A. in finance from Eastern Michigan University and is a Chartered Financial Analyst charterholder. Ms. Everard has served as a director of Granite Ridge since 2022. Granite Ridge believes Ms. Everard is qualified to serve on the Board because of her depth of knowledge as the director of real asset investments for the University of Michigan. | | | Kirk Lazarine, Director (Class I) Mr. Lazarine is a Co-Founder at Grey Rock. From 2013 through October 2023, Mr. Lazarine was a Managing Partner at Grey Rock and a member of Grey Rock’s Investment Committee, where he focused on deal origination, business development, portfolio management, and divestitures. From 2004 to 2013, Mr. Lazarine served as CEO of KOR Resources (“KOR”), where he led the acquisition of a significant lease position in the Eagle Ford oil window. Prior to working at KOR, Mr. Lazarine served at Chevron for 23 years, including as an area manager for Chevron’s unconventional gas team. Mr. Lazarine holds a B.B.A. degree from Southwest Texas State University and a B.S. degree in Petroleum Land Management from the University of Houston. He is a member of the American Association of Petroleum Landmen (AAPL) and the West Houston Association of Petroleum Landmen (WHAPL). Mr. Lazarine has served as a director of Granite Ridge since 2022. Granite Ridge believes Mr. Lazarine is qualified to serve on the Board because of extensive experience in the energy sector, his business acumen, and his leadership skills. |

  6. Director Nominees

    | Continuing Directors | | | | Griffin Perry, Director (Class III) and Co-Chairman of the Board Mr. Perry is a Co-Founder of Grey Rock and has served as a Senior Advisor at Grey Rock since May 2024. From 2013 to May 2024, Mr. Perry was a Managing Partner at Grey Rock and a member of Grey Rock’s Investment Committee and Valuation Committee, focusing on deal origination, business development, portfolio management, and divestitures. From 2012 to 2013, Mr. Perry was the President of Caddis Energy, an oil and gas investment company that partnered with industry leaders to raise capital and develop a pipeline of business focusing on both operated and non-operated oil and gas properties. From 2007 to 2012, Mr. Perry worked as a financial advisor with UBS and Deutsche Bank. During his tenure in these positions, Mr. Perry worked to grow assets under management from $300 million to $500 million. Mr. Perry is a member of the Cotton Bowl Board. Mr. Perry holds a B.A. in economics and history from Vanderbilt University. Mr. Perry has served as a director of Granite Ridge and as co-Chairman of the Board of Granite Ridge since 2022. Granite Ridge believes Mr. Perry is qualified to serve on the Board because of extensive experience in the energy sector, in risk management and investor relations, as well as his business acumen and leadership skills. | | | Amanda N. Coussens, Director (Class III) Ms. Coussens is the Chief Financial Officer and Chief Compliance Officer for Ridgepost Capital, Inc. (NYSE: RPC), formerly known as P10, Inc., a publicly traded asset manager with over $20 billion in assets under management. Ms. Coussens has served at Ridgepost since January 2021, taking the company both through an initial public offering and a subsequent debt refinance. Prior to Ridgepost, from 2017 through December 2020, Ms. Coussens served as Chief Financial Officer and Chief Compliance Officer of PetroCap, LLC (“PetroCap”), an upstream energy private equity fund, where she oversaw finance both for PetroCap and portfolio companies of PetroCap. Prior to PetroCap, from 2015 through 2017, Ms. Coussens served as a consulting Chief Financial Officer with Aduro Advisors where she worked for several start-up venture and private equity funds in the upstream energy sector. Prior to Aduro Advisors, from 2014 through 2016, Ms. Coussens served as Chief Financial Officer for White Deer Energy, a private equity firm targeting investments in oil and gas exploration and production, oilfield service and equipment manufacturing, and the midstream sector of the energy industry. Prior to White Deer Energy, from 2013 through 2014, Ms. Coussens served as Director of Financial Services for Timmon Advisors, LLC, an asset management firm, and from 2010 through 2013, Ms. Coussens served as Director of SEC and Financial Reporting for Edelman Financial Group (formerly Sanders Morris Harris) (NASDAQ: EF), a publicly traded asset management firm with over $20 billion of assets under management, overseeing aspects of SEC reporting and acquisition integration. Ms. Coussens began her career as an audit and tax associate for Null-Lairson, P.C. from 2002 to 2004, an audit manager for Grant Thornton from 2004 to 2008, and a controller for Tudor, Pickering, Holt and Co. and TPH Partners from 2008 to 2010. Ms. Coussens is a Certified Public Accountant and holds a B.A. in Accounting from the University of Houston, where she graduated with honors. Ms. Coussens has served as a director of Granite Ridge since 2022. Granite Ridge believes Ms. Coussens is qualified to serve on the Board because of her extensive experience in the energy industry in finance, accounting, and operational roles and experience with oil and gas private equity firms. |

  7. Director Nominees

    | | Matthew Miller, Director (Class II) and Co-Chairman of the Board Mr. Miller is a Co-Founder of Grey Rock and has served as Managing Partner and as a member of Grey Rock’s Investment Committee and Valuation Committee since 2013. At Grey Rock, Mr. Miller focuses on deal origination, valuation, due diligence, execution, project management, and divestitures. Mr. Miller works to maximize return for a given amount of risk for the Grey Rock portfolio. Previously, Mr. Miller served at Bluescape Resources from 2008 to 2013 and at McKinsey & Co. from 2006 to 2008. Mr. Miller also serves as the co-chair of the University of Virginia Jefferson Scholars DFW Regional Selection Committee. Mr. Miller holds a B.S. in Commerce from the University of Virginia, and he is a Chartered Financial Analyst. Mr. Miller has served as a director of Granite Ridge and as co-Chairman of the Board of Granite Ridge since 2022. Granite Ridge believes Mr. Miller is qualified to serve on the Board because of his extensive experience in the energy sector, his business acumen, and his leadership skills. | | | John McCartney, Director (Class II) Mr. McCartney joined the executive management team of US Robotics in March 1984 as Vice President and Chief Financial Officer. At US Robotics, he served in various executive capacities, including as Executive Vice President, International, until serving as President and Chief Operating Officer from January 1996 until its merger with 3Com Corporation in June 1997. From June 1997 to March 1998, Mr. McCartney held the position of President of 3Com Corporation’s Client Access Unit. Since 2004, Mr. McCartney has served as a director of Huron Consulting Group (NASDAQ: HURN), where he was Chairman of the Board from 2010 through December 2024. Mr. McCartney has also served as a director of EQT, Corp. (NYSE: EQT), a publicly traded natural gas exploration and production company, since 2019 and currently serves as a member of its public policy and corporate responsibility, and corporate governance committees. From 2007 to August 2023, Mr. McCartney served on the board of Datatec Limited, a publicly traded networking technology and services company. Mr. McCartney has also served on the boards of Rice Energy Inc., a formerly publicly traded independent natural gas and oil company acquired by EQT in 2017, and Covance Inc., a formerly publicly traded drug development services company acquired by Laboratory Corporation of America Holdings (NYSE: LH) in 2015. Mr. McCartney received a B.A. in Philosophy from Davidson College and an M.B.A. from The Wharton School of the University of Pennsylvania. Mr. McCartney has served as a director of Granite Ridge since 2022. Granite Ridge believes Mr. McCartney is qualified to serve on the Board because of his deep public company, governance, and accounting experience, having served as chairman and vice chairman of the boards of numerous public and private companies, including another energy company. |

  8. Director Nominees

    | Executive Officers | | | | Tyler S. Farquharson, President and Chief Executive Officer Mr. Farquharson has served as the Company’s President and Chief Executive Officer since June 2025. Prior to serving in that role, Mr. Farquharson served as the Company’s Chief Financial Officer from July 2022 to June 2025. Mr. Farquharson has over 20 years of oil and gas finance experience. Prior to joining Granite Ridge, Mr. Farquharson served as Vice President, Chief Financial Officer and Treasurer of EXCO Resources, Inc. (“EXCO”), an independent oil and natural gas company, from October 2017 to May 2022. Mr. Farquharson began his career in August 2005 serving in various corporate finance, planning, treasury and investor relations roles at EXCO. Mr. Farquharson received a B.S. in Finance from the University of Kansas in 2005. | | | R. Kyle Kettler, Chief Financial Officer Mr. Kettler has served as the Company’s Chief Financial Officer since February 2026. He is a seasoned finance and accounting executive and investor with over 25 years of experience across direct lending, public and private markets, investment banking and public accounting. Most recently, from 2008 to 2025, he was a Partner at Chambers Energy Management, where he helped lead the firm’s investment sourcing, due diligence, valuation and portfolio management efforts. Mr. Kettler’s experience spans the entire capital structure and energy value chain: originated loans, high yield bonds, private and public equity, and structure products for upstream oil and gas, oilfield services, midstream, refining, and power companies. Mr. Kettler has a BBA in Accounting and an MBA from the University of Texas at Austin. He is also a CPA and holds the CFA designation. | | | Kimberly A. Weimer, Chief Accounting Officer Ms. Weimer is the Company’s Chief Accounting Officer. From June 2025 to February 2026, she also served as Interim Chief Financial Officer. Ms. Weimer has over 20 years of accounting experience, primarily in the energy industry. Prior to joining Granite Ridge in January 2024, Ms. Weimer served as the Chief Financial Officer of Titanium Exploration Partners, an oil and gas asset manager, from October 2018 through December 2023, where she oversaw all aspects of the finance and accounting departments. She has served in various executive and senior leadership positions throughout her career, including as Vice President and Chief Financial Officer of Enduro Resource Partners and Director of Investor Relations at Encore Acquisition Company and Encore Energy Partners. Ms. Weimer received a Bachelor of Science degree in Finance and Accounting from Louisiana State University. She is a Certified Public Accountant in the state of Texas. |

  9. Director Compensation

    Director Compensation In order to determine compensation for the members of our Board, the Compensation Committee consulted with Ms. Krieg and analyzed peer group compensation for directors to develop a competitive compensation package designed to attract and retain talented director nominees. As a result of this analysis, the Compensation Committee recommended, and the Board approved, the following compensation for the Board in 2025: an annual Board retainer of $75,000 per director, payable quarterly in arrears in cash (or at the election of the director, in stock); an annual equity grant of $75,000 per director (which vests in full on the first anniversary of the date of grant); and an additional annual retainer for the Audit Committee Chair of $15,000, payable quarterly in arrears in cash (or at the election of the Audit Committee Chair, in stock). We reimburse directors for all reasonable expenses incurred in attending Board or committee meetings and activities, including travel. Each director will also be fully indemnified by us for actions associated with their service as a director to the fullest extent permitted under Delaware law. The table below sets forth the compensation earned or received by our directors during the year ended December 31, 2025:

  10. Director Compensation

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

  11. Director Compensation

    ———————— (1)Represents a grant of 11,278 shares of restricted stock awarded to each of the directors on the Board on January 2, 2025. The restricted stock remained outstanding as of December 31, 2025 and vested on January 2, 2026. As of December 31, 2025, the 11,278 shares of restricted stock per director were the only restricted shares outstanding. Grant date fair values were all calculated in accordance with FASB ASC Topic 718, and all amounts shown in this column exclude the effect of estimated forfeitures related to service-based vesting conditions. The grant date fair values of the shares of restricted stock were calculated based on the market-quoted closing price of the Company’s common stock on the date of the awards. Additional detail regarding the awards reflected within this column is included in Note 13 to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (2)Ms. Coussens also received a cash retainer for her service as the Audit Committee Chair. (3)Mr. Miller elected to receive, in lieu of cash, his cash compensation for the 2025 calendar year in 13,482 fully vested shares of the Company’s common stock. The number of shares of common stock issued to Mr. Miller equaled the amount of the foregone cash compensation for the particular calendar quarter divided by the closing price of the Company’s common stock on the last day of such calendar quarter.

  12. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS The Board, based on the recommendation of the ESG Committee, has proposed that the following three nominees be elected as Class I Directors of Granite Ridge at the Annual Meeting, each of whom, if elected, will hold office until our annual meeting of stockholders in 2029 or until his or her successor shall have been elected and qualified or his or her earlier death, resignation, or removal: •Thaddeus Darden •Michele J. Everard •Kirk Lazarine Each of the nominees is currently a Class I Director of the Company. Biographical information for each nominee is contained in the “Corporate Governance” section above. Although the Board expects that the three nominees will be willing and available to serve as directors, if any of them should be unwilling or unable to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees.

  13. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  14. Compensation Discussion and Analysis

    ———————— (1)In June 2025, Mr. Farquharson was promoted from Chief Financial Officer to President and Chief Executive Officer. (2)In June 2025, Mr. Brandenberg departed from his position as President and Chief Executive Officer. (3)From January 2025 to June 2025, Ms. Weimer served as Chief Accounting Officer. From June 2025 to February 2026, Ms. Weimer served as Interim Chief Financial Officer and Chief Accounting Officer. After the appointment of R. Kyle Kettler to Chief Financial Officer in February 2026, Ms. Weimer returned to her role as Chief Accounting Officer. Mr. Kettler was not an executive officer during any part of 2025; therefore, he will not be reflected in the 2025 compensation disclosures that follow. Compensation Philosophy and Principles Our executive compensation program is designed to attract, retain, and motivate highly qualified executives and align their individual interests with the interests of our stockholders. It is the Compensation Committee’s responsibility to design and administer compensation programs that achieve these goals, and to make recommendations to the Board to approve and adopt these programs. The total compensation of our executives is generally comprised of approximately 40% equity-based awards issued under our long-term incentive plan, 20% annual cash bonus awards, and 40% base salary. The NEOs also participate in our retirement, health and welfare plans, but we set total target compensation values based upon these three main compensation elements. The Compensation Committee considers the following principles in determining the total compensation of the named executive officers: •Base salary, short-term incentives and long-term incentives should be competitive with the market in which we compete for executive talent in order to attract, retain, and motivate highly qualified executives; •Equity-based awards under the long-term incentive plan should represent a significant portion of the executive’s total compensation in order to retain and incentivize highly qualified executives and to ensure all executives have a meaningful equity stake in the Company. Equity-based awards foster a culture of ownership and are a way to align the interests of executives with those of our stockholders; •The compensation program should be sufficiently flexible to address special circumstances, including retention initiatives specifically targeted to retain highly qualified executives during challenging times; and •The compensation program should drive performance and reward contributions in support of our business strategies and achievements. Compensation Methodology The Compensation Committee annually reviews our executive compensation program and each individual element of compensation. The review includes an analysis of the compensation practices of other companies in our industry, the competitive market for executive talent, the evolving demands of the business, specific challenges that we may face, and individual contributions to the Company. The Compensation Committee recommends to the Board adjustments to the compensation program and to each individual element as determined necessary to achieve our goals. The Compensation Committee retains an independent compensation consultant to assist in its review and to provide input regarding the compensation program and each individual element. Role of Chief Executive Officer The Board, upon recommendation of the Compensation Committee, determines the compensation payable to each of the named executive officers. None of the NEOs serves as a member of the Compensation Committee. The CEO makes recommendations regarding the compensation of his leadership team with the Compensation Committee, including specific recommendations for each element of compensation for each of the NEOs. The CEO does not make any recommendations regarding his personal compensation. Role of Compensation Consultant The Compensation Committee retained Dana Krieg as its independent compensation consultant to conduct a compensation review and advise the Compensation Committee on certain matters relating to compensation programs applicable to the named executive officers, other employees of the Company, and employees of Grey Rock who are eligible to receive equity-based compensation under our long-term incentive program. In particular, Ms. Krieg assisted the Compensation Committee’s decision making with respect to NEOs and director compensation matters, including providing advice on our executive pay philosophy, compensation peer group, incentive plan design and employment agreement design, providing competitive market studies, and informing the Compensation Committee about emerging best practices and changes in the regulatory and governance environment. Ms. Krieg provided information to the Compensation Committee regarding the compensation programs of the Company for 2025. Ms. Krieg’s work for the Compensation Committee did not raise any conflicts of interest in 2025. Role of Peer Group For 2025, the Compensation Committee and Ms. Krieg collaborated to identify the following companies as our peer companies: Black Stone Minerals LP, Crescent Energy Co, Diversified Energy Co PLC, Dorchester Minerals LP, Evolution Petroleum Corp., Kimbell Royalty Partners LP, Northern Oil & Gas Inc., Riley Exploration Permian Inc., Ring Energy Inc., SandRidge Energy Inc., Sitio Royalties Corp., Vital Energy Inc. (now Crescent Energy Co.), and Vitesse Energy Inc. (the “Peer Group”). We believe the Peer Group is representative of the industry in which we operate. The individual companies were chosen based on a number of factors, including each company’s relative revenue size/market capitalization, relative complexity of its business, similar organizational structure, competition for similar executive talent, and the roles and responsibilities of its named executive officers. The Compensation Committee considers the Peer Group companies annually and makes changes year over year as necessary, often due to market consolidation or as a result of a change in organizational structure or relative revenue size/market capitalization as compared to us. When evaluating annual compensation levels for each named executive officer, the Compensation Committee, with the assistance of Ms. Krieg, reviews publicly available compensation data for executives in our Peer Group, including data on base salaries, annual bonuses, and long-term equity incentive awards. The Compensation Committee then uses that information to determine individual elements of compensation for the named executive officers in the context of their roles, levels of responsibility, accountability, and decision-making authority within our organization and in the context of company size relative to the other Peer Group members. In addition, Ms. Krieg has provided guidance on current industry trends and best practices to the Compensation Committee relating to all aspects of executive compensation. While compensation surveys and Peer Group data are considered, the Compensation Committee does not attempt to set compensation elements to meet specific benchmarks. Accordingly, other subjective factors are also considered in setting compensation elements, including, but not limited to, (i) effort and accomplishment on a group and individual basis, (ii) challenges faced and challenges overcome, (iii) unique skills, (iv) contribution to the management team, (v) retention of our executive officers, and (vi) the perception of both the Board and the Compensation Committee of our performance relative to expectations and actual market/business conditions.

  15. Elements of Compensation

    ———————— (1)Represents a base salary of $450,000 that Mr. Farquharson received as Chief Financial Officer through June 11, 2025 and a base salary of $500,000 that Mr. Farquharson received as President and Chief Executive Officer from June 12, 2025 through the end of 2025. (2)Represents a base salary of $500,000 that Mr. Brandenberg received as President and Chief Executive Officer through his departure on June 11, 2025. (3)Reflects base salary amounts that Ms. Weimer received in her various roles during 2025. Bonus Awards. The Compensation Committee determines annual bonus amounts for the named executive officers, subject to its discretion, based on the achievement of certain metrics established to measure success. The metrics employed by the Compensation Committee contemplate that bonuses may be earned based primarily upon the achievement of certain core goals (the “Primary Bonus Components”), which may change from year to year. Each year, performance under the Primary Bonus Components will be measured, as applicable, on an interpolated “threshold/target/maximum” basis. The Compensation Committee sets the Primary Bonus Components, the annual weightings, and the “threshold/target/maximum” standard that applies to the Primary Bonus Components. This standard is based on a number of considerations, including, but not limited to, reasonable market expectations, internal company forecasts, available growth opportunities, company performance, leading indicators, and industry standards. The Compensation Committee also establishes the target bonus awards that may be earned and ultimately determines the final bonus amounts, if any, that are payable for the named executive officers. Initial bonus award amounts for consideration by the Compensation Committee for the named executive officers are established by multiplying (x) the relevant named executive officer’s target bonus award by (y) the relevant named executive officer’s base salary earnings (subject to certain adjustments to account for, among other things, mid-year changes in base salary or a mid-year hiring or termination) by (z) an achievement percentage for the relevant year. The Compensation Committee believes that a portion of executive compensation for named executive officers must remain discretionary. Therefore, the Compensation Committee retains discretion with respect to target bonus awards and the final bonus amounts for named executive officers. In this regard, the Compensation Committee may reduce or increase the target bonus or the final bonus amounts for a particular named executive officer to reward or address extraordinary individual performance, challenges, and opportunities not reasonably foreseeable at the beginning of a performance period, internal equities, and external competition or opportunities. The Compensation Committee determined the final amount of bonuses for each named executive officer for 2025 based on an assessment of whether such officer met the Primary Bonus Components as well as his or her performance objectives established at the beginning of the performance period. The Primary Bonus Components for 2025 included the Company’s production growth for 2025 as compared to 2024 (weighted at 50% of total bonus amount) and the ratio of the Company’s net debt to EBITDAX for 2025 (weighted at 50% of total bonus amount). The performance objectives for the named executive officers for 2025 included the quality of leadership within the named executive officer’s assigned area of responsibility, the achievement of technical and professional proficiencies by the named executive officer, the execution of identified priority objectives by the named executive officer, and the named executive officer’s contribution to, and enhancement of, the desired company culture. All named executive officers met or exceeded their minimum personal performance objectives for 2025. Accordingly, the Compensation Committee awarded bonuses to the named executive officers as follows:

  16. Elements of Compensation

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

  17. 2025 Summary Compensation Table

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

  18. 2025 Summary Compensation Table

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

  19. 2025 Summary Compensation Table

    ———————— (1)The amounts shown for Mr. Farquharson and Ms. Weimer represent matching contributions to the Company’s 401(k) plan. The amount shown for Mr. Brandenberg represents matching contributions to the Company’s 401(k) plan and $1,732,110 of severance paid in connection with his departure from the Company on June 11, 2025. (2)On June 12, 2025, Mr. Farquharson was promoted from Chief Financial Officer to President and Chief Executive Officer. Mr. Farquharson served as the Chief Financial Officer in 2023, 2024, and in 2025 prior to his promotion. (3)Represents an annualized base salary of $450,000 that Mr. Farquharson received as Chief Financial Officer through June 11, 2025 and an annualized base salary of $500,000 that Mr. Farquharson received as President and Chief Executive Officer from June 12, 2025 through the end of 2025. (4)The amount shown represents a bonus earned in 2025 and paid in 2026. (5)The amount shown represents the aggregate grant date fair value of: (i) a grant of 16,043 shares of restricted stock that vests in three equal annual tranches beginning on March 5, 2026, (ii) a grant of a maximum of 64,172 shares of performance-based restricted stock units (with a target of 32,086 shares of performance-based restricted stock units) based on a performance period ending on December 31, 2027 that vests on the last day of the performance period, (iii) a grant of 171,821 shares of restricted stock that vests in full on June 12, 2030, and (iv) a grant of 515,464 shares of performance-based restricted stock units, each representing a contingent right to receive one share of the Company’s Common Stock granted on June 12, 2025 under the Plan, which vest as follows: (a) 171,821 units are eligible to vest following the 20th consecutive trading day on which the Company’s Common Stock closes at a price at or above $7.00 per share; (b) 171,821 units are eligible to vest following the 20th consecutive trading day on which the Company’s Common Stock closes at a price at or above $8.50 per share; and (c) 171,822 units are eligible to vest following the 20th consecutive trading day on which the Company’s Common Stock closes at a price at or above $10.00 per share, in each case with an expiration date of December 31, 2032. The performance-based shares pursuant to the June 12, 2025 award will either become earned or forfeited. There is no threshold, target, or maximum value associated with such shares. Grant date fair values were all calculated in accordance with FASB ASC Topic 718, and all amounts shown exclude the effect of estimated forfeitures related to service-based vesting conditions. The maximum value that could be recognized in accordance with FASB ASC Topic 718 for the restricted stock and performance-based restricted stock units that contain threshold, target, and maximum values if the maximum shares are earned for the performance-based restricted stock is $1,421,759. The maximum value that could be received by the executive in connection with the performance-based restricted stock units granted on June 12, 2025 if all stock price targets are met is $4,381,446. The grant date fair value of the shares of restricted stock was calculated based on the market-quoted closing price of the Company’s Common Stock on the date of the awards, and the grant date fair value of the performance-based restricted stock units was calculated by the Monte Carlo simulation method. Additional details regarding the awards reflected within this row are included in Note 13 to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (6)The amount shown represents a grant of 46,154 nonqualified stock options with a term expiration of March 31, 2035 and an exercise price per share of $5.61 that vests in three equal annual installments, which began on March 5, 2025. Grant date fair value was calculated in accordance with FASB ASC Topic 718, and all amounts shown exclude the effect of estimated forfeitures related to service-based vesting conditions. Grant date fair value was estimated using the Black-Scholes pricing model. Additional details regarding the awards reflected within this row are included in Note 13 to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (7)The amount shown represents a bonus earned in 2024 and paid in 2025. (8)On June 11, 2025, Mr. Brandenberg departed from his position as President and Chief Executive Officer. (9)Represents an annualized base salary of $500,000 that Mr. Brandenberg received as President and Chief Executive Officer through June 11, 2025. (10)The amount shown represents the aggregate grant date fair value of: (i) a grant of 22,282 shares of restricted stock that would have vested in three equal annual tranches beginning on March 5, 2026 and (ii) a grant of a maximum of 89,126 shares of performance-based restricted stock units (with a target of 44,564 shares of performance-based restricted stock units) based on a performance period ending on December 31, 2027 that would have vested on the last day of the performance period. Grant date fair values were all calculated in accordance with FASB ASC Topic 718, and all amounts shown exclude the effect of estimated forfeitures related to service-based vesting conditions. The maximum value that could have been recognized in accordance with FASB ASC Topic 718 for the restricted stock and performance-based restricted stock units if the maximum shares were earned for the performance-based restricted stock units was $552,370. The grant date fair value of the shares of restricted stock was calculated based on the market-quoted closing price of the Company’s Common Stock on the date of the awards, and the grant date fair value of the performance-based restricted stock units was calculated by the Monte Carlo simulation method. Additional details regarding the awards reflected within this row are included in Note 13 to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (11)The amount shown represents a grant of 64,103 nonqualified stock options with a term expiration of March 31, 2035 and an exercise price per share of $5.61 that vest in three equal annual installments, which began on March 5, 2025 and would have vested in 2026 and 2027 absent Mr. Brandenberg’s June 2025 departure. Grant date fair value was calculated in accordance with FASB ASC Topic 718, and all amounts shown exclude the effect of estimated forfeitures related to service-based vesting conditions. Grant date fair value was estimated using the Black-Scholes pricing model. Additional details regarding the awards reflected within this row are included in Note 13 to the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. (12)On June 12, 2025, Ms. Weimer was promoted to Interim Chief Financial Officer and Chief Accounting Officer and served in this role through the end of 2025. Ms. Weimer was not a named executive officer until the 2025 year; therefore, she does not have compensation to report for the 2023 and 2024 years.

  20. 2025 Summary Compensation Table

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

  21. 2025 Grants of Plan-Based Awards Table

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

  22. 2025 Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: | All Other Option Awards: | | | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units (#) | Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Tyler S. Farquharson | | | | | | | | | | Restricted Stock | 03/05/25 | — | — | — | 16,043 | — | — | $90,001 | | Restricted Stock | 06/12/25 | — | — | — | 171,821 | — | — | $1,024,053 | | Performance-Based Restricted Stock Units | 03/05/25 | 16,042 | 32,086 | 64,172 | — | — | — | $307,705 | | Performance-Based Restricted Stock Units | 06/12/25 | — | — | — | — | — | — | $2,687,285 | | Nonqualified Stock Options | 03/05/25 | — | — | — | — | 46,154 | $5.61 | $55,846 | | Luke C. Brandenberg | | | | | | | | | | Restricted Stock | 03/05/25 | — | — | — | 22,282 | — | — | $125,002 | | Performance-Based Restricted Stock Units | 03/05/25 | 22,282 | 46,564 | 89,126 | — | — | — | $427,369 | | Nonqualified Stock Options | 03/05/25 | — | — | — | — | 64,103 | $5.61 | $77,565 | | Kimberly A. Weimer | | | | | | | | | | Restricted Stock | 03/05/25 | — | — | — | 18,717 | — | — | $105,002 | | Restricted Stock | 06/12/25 | — | — | — | 42,955 | — | — | $256,012 | | Performance-Based Restricted Stock Units | 06/12/25 | — | — | — | — | — | — | $671,821 |

  23. 2025 Grants of Plan-Based Awards Table

    (1)The amounts shown in this column represent the grant date fair value of the restricted stock, performance-based restricted stock units, and nonqualified stock option awards. Grant date fair values were all calculated in accordance with FASB ASC Topic 718, and all amounts shown in this column exclude the effect of estimated forfeitures related to service-based vesting conditions. The grant date fair value of the shares of restricted stock were calculated based on the market-quoted closing price of the Company’s common stock on the date of the awards, the grant date fair value of the performance-based restricted stock units was calculated by the Monte Carlo simulation method, and the grant date fair value for the nonqualified stock options was calculated using the Black-Scholes pricing model.

  24. Narrative Disclosures Following the Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosures Following the Summary Compensation Table and Grants of Plan-Based Awards Table On October 24, 2022, Granite Ridge entered into an employment agreement with Tyler Farquharson, which was subsequently amended on March 4, 2026, pursuant to which Mr. Farquharson served as the Company’s Chief Financial Officer until his promotion to President and Chief Executive Officer in June 2025. Mr. Farquharson’s employment agreement had an initial three-year term, following which the agreement is automatically extended for additional one-year terms, unless either of Granite Ridge on the one hand, or Mr. Farquharson on the other hand, give at least 90 days’ prior notice of non-extension. Under the terms of his employment agreement, Mr. Farquharson was entitled to the following in 2025: •An annual base salary of $385,000, subject to increase (but not decrease) as determined by the Board, and which was increased by the Board to $550,000 for 2026; •A target bonus equal to 30% of the executive’s current base salary, based on satisfaction of performance criteria to be established by the Board, and which was increased by the Compensation Committee to 90% of the executive’s current base salary for 2026; •An annual long-term incentive award pursuant to the Plan and applicable award agreement, and the terms and conditions thereof, determined by the Board, in its discretion; •An expense reimbursement for all reasonable business and travel expenses paid or incurred by the executive while performing his duties, responsibilities and authorities under the agreement and promoting the Company’s business and activities during the executive’s term; and •Participation in all medical, dental, hospitalization, accidental death and dismemberment, disability, travel and life insurance plans and all other plans maintained by the Company or Grey Rock for the benefit of the Company’s executive personnel, including savings, pension, profit-sharing and deferred compensation plans, subject to the general eligibility and participation provisions set forth in such plan.

  25. Outstanding Equity Awards at Fiscal Year-End for 2025

    Outstanding Equity Awards at Fiscal Year-End for 2025 The following table and the footnotes thereto describe the equity-based awards held by our NEOs that were outstanding as of December 31, 2025.

  26. Outstanding Equity Awards at Fiscal Year-End for 2025

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Tyler S. Farquharson | | | | | | | | | | Restricted Stock(1) | — | — | — | — | 202,193 | $950,307 | — | — | | Performance-Based Restricted Stock Units(2) | — | — | — | — | — | — | 639,042 | $580,817 | | Stock Options(3) | 160,000 | — | $9.22 | 3/31/33 | — | — | — | — | | Stock Options(4) | 36,054 | — | $5.02 | 3/31/33 | — | — | — | — | | Stock Options(5) | 37,500 | 18,750 | $6.06 | 3/31/34 | — | — | — | — | | Stock Options(6) | 15,385 | 30,769 | $5.61 | 3/31/35 | — | — | — | — | | Luke C. Brandenberg(7) | | | | | | | | | | Restricted Stock | — | — | — | — | — | — | — | — | | Performance-Based Restricted Stock Units | — | — | — | — | — | — | — | — | | Stock Options | — | — | — | — | — | — | — | — | | Kimberly A. Weimer | | | | | | | | | | Restricted Stock(8) | — | — | — | — | 70,748 | $332,516 | — | — | | Performance-Based Restricted Stock Units(9) | — | — | — | — | — | — | 128,866 | $— | | Stock Options | — | — | — | — | — | — | — | — |

  27. Outstanding Equity Awards at Fiscal Year-End for 2025

    (1)Represents: (i) the original grant of 13,287 shares of restricted stock granted on March 21, 2023, 4,429 shares of which were still outstanding as of December 31, 2025 but vested March 21, 2026; (ii) the original grant of 14,851 shares of restricted stock granted on March 6, 2024, 4,950 shares of which were outstanding as of December 31, 2025 but vested on March 6, 2026, and 4,950 shares of which will vest on March 6, 2027, subject to the NEO’s continued employment by the Company on the vesting date; (iii) 16,043 shares of restricted stock granted on March 5, 2025, 5,348 shares of which vested on March 5, 2026, 5,348, shares of which will vest on March 5, 2027, and 5,347 shares of which will vest on March 5, 2028; and (iv) 171,821 shares of restricted stock granted on June 12, 2025, all of which will vest on June 12, 2030. The market value of the shares of restricted stock was calculated by multiplying the number of shares shown by $4.70, the closing price of Granite Ridge’s common stock on December 31, 2025, the last trading day of the year. Because the numbers in this Outstanding Equity Awards at Fiscal-Year End for 2025 Table reflect outstanding equity-based awards as of December 31, 2025, the tranches of restricted stock that vested in 2026 as set forth above are reflected in this table. (2)Represents: (i) 59,406 performance-based restricted stock units, with a performance period running from March 6, 2024 to December 31, 2026; (ii) 64,172 performance-based restricted stock units, with a performance period running from March 5, 2025 to December 31, 2027; and (iii) 515,464 performance-based restricted stock units granted on June 12, 2025 under the Plan, each representing a contingent right to receive one share of the Company’s Common Stock, which vest as follows: (a) 171,821 units are eligible to vest following the 20th consecutive trading day on which the Company's Common Stock closes at a price at or above $7.00 per share; (b) 171,821 units are eligible to vest following the 20th consecutive trading day on which the Company's Common Stock closes at a price at or above $8.50 per share; and (c) 171,822 units are eligible to vest following the 20th consecutive trading day on which the Company's Common Stock closes at a price at or above $10.00 per share, in each case with an expiration date of December 31, 2032. The performance-based restricted stock units pursuant to the June 12, 2025 award will either become earned or forfeited. There is no threshold, target or maximum value associated with such shares. As none of the thresholds were met as of December 31, 2025, there is no value for these performance-based restricted stock units as of December 31, 2025. For the 123,578 performance-based restricted stock units that do have threshold, target and maximum values, because the relevant performance metrics of such units were trending between target and maximum performance as of December 31, 2025, the number of shares reflects the number of shares that would be earned at maximum performance. The market value of these shares of performance-based restricted stock units was calculated by multiplying the number of shares by $4.70, the closing price of Granite Ridge’s common stock on December 31, 2025, the last trading day of the year. (3)Represents 160,000 nonqualified stock options granted on March 21, 2023. One third of the options vested on March 21, 2023, one third vested on March 21, 2024, and one third vested on March 21, 2025. (4)Represents 36,054 nonqualified stock options granted on March 21, 2023. One third of the options vested on March 21, 2023, one third vested on March 21, 2024 and one third vested on March 21, 2025. (5)Represents 56,250 nonqualified stock options granted on March 6, 2024. One third of the options vested on March 6, 2024, one third of the options vested on March 6, 2025, and the remaining options vested on March 6, 2026. Because the numbers in this Outstanding Equity Awards at Fiscal-Year End for 2025 Table reflect outstanding equity-based awards as of December 31, 2025, the tranche of options that vested on March 6, 2026 are reflected as unexercisable in this table. (6)Represents 46,154 nonqualified stock options granted on March 5, 2025. One third of the options vested on March 5, 2025, one third of the options vested on March 5, 2026, and the remaining options will vest on March 5, 2027. Because the numbers in this Outstanding Equity Awards at Fiscal-Year End for 2025 Table reflect outstanding equity-based awards as of December 31, 2025, the tranche of options that vested on March 5, 2026 are reflected as unexercisable in this table. (7)Mr. Brandenberg departed the Company in June 2025 and as a result does not have any awards outstanding as of December 31, 2025. (8)Represents: (i) the original grant of 13,614 shares of restricted stock granted on March 6, 2024, 4,538 shares of which were outstanding at December 31, 2025 but vested on March 6, 2026, and 4,538 shares of which will vest on March 6, 2027, subject to the NEO’s continued employment by the Company on the vesting date; (ii) 18,717 shares of restricted stock granted on March 5, 2025, 6,239 shares of which vested on March 5, 2026, 6,239 shares of which will vest on March 5, 2027, and 6,239 shares of which will vest on March 5, 2028; and (iii) 42,955 shares of restricted stock granted on June 12, 2025, all of which will vest on June 12, 2030. The market value of the shares of restricted stock was calculated by multiplying the number of shares shown by $4.70, the closing price of Granite Ridge’s common stock on December 31, 2025, the last trading day of the year. Because the numbers in this Outstanding Equity Awards at Fiscal-Year End for 2025 Table reflect outstanding equity-based awards as of December 31, 2025, the tranches of restricted stock that vested in 2026 as set forth above are reflected in this table. (9)Represents 128,866 performance-based restricted stock units granted on June 12, 2025 under the Plan, each representing a contingent right to receive one share of the Company’s Common Stock, which vest as follows: (a) 42,955 units are eligible to vest following the 20th consecutive trading day on which the Company's Common Stock closes at a price at or above $7.00 per share; (b) 42,955 units are eligible to vest following the 20th consecutive trading day on which the Company's Common Stock closes at a price at or above $8.50 per share; and (c) 42,956 units are eligible to vest following the 20th consecutive trading day on which the Company's Common Stock closes at a price at or above $10.00 per share, in each case with an expiration date of December 31, 2032. The performance-based restricted stock units pursuant to the June 12, 2025 award will either become earned or forfeited. There is no threshold, target or maximum value associated with such shares. As none of the thresholds were met as of December 31, 2025, there is no value as of December 31, 2025.

  28. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table The following table and the footnotes thereto describe the exercise of stock options and vesting of restricted stock for our NEOs during 2025.

  29. 2025 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Tyler S. Farquharson | — | $— | 30,895(2) | $165,845 | | Luke C. Brandenberg | — | $— | 11,305(3) | $62,859 | | Kimberly A. Weimer | — | $— | 4,538(4) | $24,006 |

  30. 2025 Option Exercises and Stock Vested Table

    (1)The amounts reported in this column are equal to the number of shares of restricted stock earned multiplied by the closing price of our common stock on the applicable vesting date, or, if the date on which such shares vested was not a trading day, the last trading day immediately prior to such date. The value is calculated before payment of any applicable withholding or other income taxes. (2)The number of shares reflects 4,429 shares of restricted stock granted on March 21, 2023, which vested on March 21, 2025, 4,951 shares of restricted stock granted on March 6, 2024, which vested on March 6, 2025, and 21,515 shares of common stock received in 2026 following the vesting on December 31, 2025 of Mr. Farquharson’s performance stock units awarded in 2023. (3)The number of shares reflects 4,429 shares of restricted stock granted on March 21, 2023, which vested on March 21, 2025, and 6,876 shares of restricted stock granted on March 6, 2024, which vested on March 6, 2025 prior to Mr. Brandenberg’s departure in June 2025. (4)The number of shares reflects 4,538 shares of restricted stock granted on March 6, 2024, which vested on March 6, 2025.

  31. 2025 Pension Benefits Table

    2025 Pension Benefits Table We do not provide any pension benefits to any of our NEOs.

  32. 2025 Nonqualified Deferred Compensation Table

    2025 Nonqualified Deferred Compensation Table We do not provide any nonqualified deferred compensation plan benefits to any of our NEOs.

  33. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Employment Agreements On October 24, 2022, Granite Ridge entered into an employment agreement with Luke C. Brandenberg, pursuant to which Mr. Brandenberg served as the Company’s President and Chief Executive Officer through his departure in June 2025. Upon his departure, in accordance with the terms of his employment agreement, Mr. Brandenberg received a total of $1,732,110, representing a severance amount equal to two (2) times the sum of (a) Mr. Brandenberg’s annual base salary in effect for 2025 and (b) Mr. Brandenberg’s bonus received for the year ended December 31, 2024. In addition, Mr. Brandenberg received a total of $13,431 in 2025, representing reimbursement of his election to continue coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for himself and his eligible dependents at the Company’s group health insurance plan rates. On October 24, 2022, Granite Ridge entered into an employment agreement with Tyler S. Farquharson, which was subsequently amended on March 4, 2026, pursuant to which Mr. Farquharson served as the Company’s Chief Financial Officer until his promotion to President and Chief Executive Officer in June 2025. Mr. Farquharson’s employment agreement will terminate upon the earliest to occur of: (i) the executive’s death; (ii) a termination by Granite Ridge by reason of the executive’s disability; (iii) a termination by Granite Ridge with or without cause; or (iv) a termination by executive with or without good reason. Mr. Farquharson’s employment agreement provides for certain payments and benefits upon termination of his employment. The material terms of these arrangements are described below: •Termination for cause or without good reason. In connection with a termination of employment by the Company for cause or by Mr. Farquharson without good reason, Mr. Farquharson will be entitled to payment of all accrued and unpaid base salary through the termination date, all approved but unreimbursed documented business expenses and other amounts payable under the agreement incurred through the termination date and payment and/or provision of all vested benefits to which Mr. Farquharson may be entitled through the termination date under applicable benefit or incentive compensation plans, policies or programs (“Accrued Obligations”). •Termination in connection with death or disability. In addition to any Accrued Obligations, in connection with any termination by the Company in connection with Mr. Farquharson’s death or disability, Mr. Farquharson will be entitled to an amount equal to the annual bonus he received for the prior fiscal year. •Termination without cause or for good reason. In addition to any Accrued Obligations, in connection with any termination by the Company without cause or by Mr. Farquharson for good reason, Mr. Farquharson will also be entitled to (i) a lump sum payment equal to two (2) times the sum of (a) his annual base salary currently in effect as of the termination date and (b) his bonus for the fiscal year preceding the period in which termination occurs, and (ii) continued coverage pursuant to the COBRA, for himself and his eligible dependents at the Company’s group health insurance plan rates during the 18-month period following the termination date. If Mr. Farquharson’s employment is terminated by the Company without cause or by Mr. Farquharson for good reason on or during the 6-month period immediately following a change in control, then in lieu of the severance amount described above, Mr. Farquharson will be entitled to: (i) a lump sum payment equal to three (3) times the sum of (a) his annual base salary currently in effect as of the termination date and (b) his bonus for the fiscal year preceding the period in which the termination date occurs, less applicable withholdings and deductions, (ii) vesting, at the time of such termination, in any time-based long-term awards that previously were granted to Mr. Farquharson but which had not yet vested, and (iii) continued coverage pursuant to COBRA for himself and his eligible dependents at the Company’s group health insurance plan rates during the 18-month period following the termination date. The payments described above are subject to Mr. Farquharson’s delivery to the Company of an executed release of claims in a form reasonably acceptable to the Company. Upon termination of Mr. Farquharson’s employment, he will continue to be subject to the non-competition and non-solicitation covenants for twelve months, as well as his non-disparagement covenants. If any of the payments or benefits received or to be received by Mr. Farquharson constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to excise tax, then such payments will be reduced in a manner determined by the Company (by the minimum amounts possible) that is consistent with Section 409A of the Code until no amount payable by the executive will be subject to excise tax. Change in Control Agreement We entered into a change in control agreement with Ms. Weimer in 2024. Under the terms of Ms. Weimer’s change of control termination agreement, if her employment is terminated by the Company without cause or by Ms. Weimer for good reason on or during the six-month period immediately following a change in control, then she will be entitled to: (i) a lump sum payment equal to three (3) times the sum of (a) her annual base salary currently in effect as of the termination date and (b) her bonus for the fiscal year preceding the period in which the termination date occurs, less applicable withholdings and deductions, (ii) vesting, at the time of such termination, in any time-based long-term awards that previously were granted to Ms. Weimer but which had not yet vested, and (iii) continued coverage pursuant to COBRA for herself and her eligible dependents at the Company’s group health insurance plan rates during the 18-month period following the termination date. The payments described above are subject to Ms. Weimer’s delivery to the Company of an executed release of claims in a form reasonably acceptable to the Company. Upon termination of her employment, she will continue to be subject to the non-competition and non-solicitation covenants for 12 months, as well as their non-disparagement covenants. If any of the payments or benefits received or to be received by the executive constitute “parachute payments” within the meaning of Section 280G of the Code and would be subject to excise tax, then such payments will be reduced in a manner determined by the Company (by the minimum amounts possible) that is consistent with Section 409A until no amount payable by the executive will be subject to excise tax. For purposes of both Mr. Farquharson’s employment agreement and Ms. Weimer’s change of control termination agreement, the following definitions apply:

  34. Potential Payments Upon Termination or Change in Control

    “Cause” means any act or omission of the executive that constitutes any: (i) material breach of the agreement, (ii) the executive’s failure or refusal to perform the executive’s duties, responsibilities and authorities under the agreement, including, but not limited to, the failure or refusal to follow any lawful directive of the Board or the President and Chief Executive Officer, as applicable, (iii) material violation of any written employment policy or rule of the Company or its related entities, which results, or is likely to result in, any material reputational, financial, or other harm to the Company or its related entities, (iv) misappropriation of any funds, property, or business opportunity of the Company or its related entities, (v) illegal use or distribution of drugs or any abuse of alcohol in any manner that adversely affects the executive’s performance, (vi) fraud upon the Company or its related entities, or bad faith, dishonest, or disloyal acts or omissions toward the Company or its related entities, (vii) commission, indictment, or conviction of any felony or any misdemeanor involving moral turpitude or (viii) other acts or omissions contrary to the best interests of the Company or its related entities which has caused, or is likely to cause, material harm to them. If the Board or the Company, as applicable, determines in its sole discretion that a cure is possible and appropriate, the Company shall give such executive written notice of the acts or omissions constituting Cause and no termination of the agreement shall be for Cause unless and until such executive fails to cure such acts or omissions within 30 days following receipt of such written notice. “Change in Control” generally means the occurrence of any of the following events: (i) any one person or more than one person acting as a group acquires beneficial ownership of more than fifty percent (50%) of either the outstanding shares of the Company’s common stock or voting power of the Company’s outstanding voting stock, (ii) during any period of two consecutive years, individuals who constitute the Board at the beginning of such period cease to constitute at least a majority of the Board, or (iii) the Company undergoes a liquidation or dissolution or a sale of all or substantially all of our assets. “Disability” generally means: (i) the executive receives disability benefits under the Company’s applicable long-term disability plan; or (ii) the Company, upon the written report of a qualified physician designated by the Company or its insurer, has determined that the executive has become physically or mentally incapable of performing his essential job functions with or without reasonable accommodation as required by law. Disability is referred to in Mr. Farquharson’s employment agreement as an “Inability to Perform.” “Good Reason” shall exist in the event any of the following actions are taken without the executive’s consent: (i) a material diminution in the executive’s annual base salary, duties, responsibilities, or authorities; (ii) a requirement that the executive report to an officer or employee other than the Board or the President and Chief Executive Officer, as applicable; (iii) a material relocation of the executive’s primary work location more than 50 miles away from the Company’s corporate headquarters; or (iv) any other action or inaction by the Company that constitutes a material breach of its obligations under the agreement. However, “Good Reason” will only exist if the executive gives Granite Ridge notice within 90 days after the first occurrence of any of the foregoing events and Granite Ridge fails to correct the matter within 30 days following receipt of such notice. Plan Awards The named executive officers are entitled to certain additional benefits as outlined in their respective award agreements granted pursuant to the Plan, as described below. •Termination in connection with death or disability. Upon the death or disability of a named executive officer, all outstanding unvested restricted stock awards will become fully vested and all outstanding performance-based restricted stock units will fully vest based on target performance. •Termination in connection with a change in control. If a named executive officer is terminated by the Company without cause on or during the twelve-month period immediately following a change in control, then all outstanding unvested restricted stock awards will become fully vested and all outstanding performance-based restricted stock units will fully vest based on the greater of (i) target performance and (ii) actual performance as of the last day of the applicable performance period. For purposes of awards granted under the Plan, the following definitions apply: “Cause” means any act or omission that constitutes “Cause” as defined in the executive’s employment agreement, offer letter, or any other written arrangement with the Company. If no such definition exists, “Cause” means any of the following: (i) the executive is convicted of, or pleads guilty or no contest to, a felony or crime involving moral turpitude; (ii) the executive willfully and persistently fails to perform his or her duties and responsibilities to the Company in any material respect (unless the failure is due to a physical or mental health condition, regardless of whether that condition qualifies as a disability); (iii) the executive willfully engages in conduct that causes material harm to the Company, whether financial or otherwise; or (iv) the executive breaches any written confidentiality, non-competition, or non-solicitation agreement with the Company. “Change in Control” generally has the same definition ascribed to such term in Mr. Farquharson’s employment agreement and Ms. Weimer’s change of control termination agreement. “Disability” means a physical or mental health condition that qualifies the executive for benefits under the Company’s long-term disability plan. If the Company does not have such a plan, it means a condition that would qualify the executive for disability benefits under the federal Social Security system. Except as described above, we have not entered into any employment, severance, change in control or similar agreements with any of our named executive officers, nor are we otherwise currently responsible for any payment upon the termination of any of our named executive officers. The foregoing description of Mr. Farquharson’s employment agreement, Ms. Weimer’s change of control termination agreement and the description of the relevant terms of the applicable award agreements does not purport to be a complete description of all the provisions of such agreements and is qualified in its entirety by the full text of the agreements, which are filed as exhibits to our Annual Report. The following table shows the compensation and other benefits that could have become payable to the named executive officers in the event of their termination of employment, including, but not limited to, in connection with a change in control, assuming his or her employment terminated on December 31, 2025. Due to Mr. Brandenberg’s departure earlier in the year, he is not reflected in the table below.

  35. Potential Payments Upon Termination or Change in Control

    | Name | Change in Control (successor assumes awards) ($) | Change in Control (successor does not assume awards) ($) | Payment Upon Termination Without Cause or For Good Reason ($) | Payment Upon Termination Without Cause or For Good Reason During the Change of Control Period(1) ($) | Payment Upon Termination Due to Death or Disability ($) | | Tyler S. Farquharson | | | | | | | Cash Payments | — | — | 1,527,120 | 2,290,680 | 263,560 | | Restricted Stock(2) | — | 950,307 | — | 950,307 | 950,307 | | Performance Stock Units(2) | — | 2,775,538 | — | 2,775,538 | 2,775,538 | | Continued Medical Coverage(3) | — | — | 13,969 | — | — | | Total | — | 3,725,845 | 1,541,089 | 6,016,525 | 3,989,405 | | Kimberly A. Weimer | | | | | | | Cash Payments | — | — | — | 1,147,500 | — | | Restricted Stock(2) | — | 332,516 | — | 332,516 | 332,516 | | Performance Stock Units(2) | — | 605,670 | — | 605,670 | 605,670 | | Continued Medical Coverage | — | — | — | — | — | | Total | — | 938,186 | — | 2,085,686 | 938,186 |

  36. Potential Payments Upon Termination or Change in Control

    (1)Represents the payments each named executive officer is eligible to receive upon a termination by the Company without cause or by the executive for good reason within the six-month period following a change of control. Accelerated vesting of each named executive officer’s outstanding equity awards is available upon a termination by the Company without cause within the six-month period following a change of control. (2)Represents the number of shares of restricted stock and performance-based restricted stock units held by each of our named executive officers that would accelerate under the applicable termination or change in control scenario, multiplied by $4.70, the closing price of our common stock on December 31, 2025 (the last trading day of 2025). (3)Represents the cost of continued health coverage for the executive and the executive’s eligible dependents for the entire applicable benefit period, based on a COBRA premium amount of $876.01 per month, less the premium borne by the executive officer. Under the terms of the executive’s employment agreement, these payments may end earlier than the full period provided for if the executive officer secures new employment. On March 4, 2026, the Company entered into the first amendment to Mr. Farquharson’s employment agreement (the “Farquharson Amendment”). The Farquharson Amendment (i) extends the change in control protection period from six months to twelve months following a change in control, (ii) provides for accelerated vesting of all outstanding awards under the Plan upon a qualifying termination in connection with a change in control, and (iii) entitles Mr. Farquharson to the same severance benefits upon the Company’s nonrenewal of the employment agreement term as he would receive upon a termination by the Company without cause or by Mr. Farquharson for good reason as described above. All other material terms of Mr. Farquharson’s employment agreement remain unchanged. On March 4, 2026, the Company entered into the first amendment to Ms. Weimer’s change of control termination agreement (the “Weimer Amendment”). The Weimer Amendment extends the change in control protection period from six months to twelve months following a change in control. All other material terms of Ms. Weimer’s change of control termination agreement remain unchanged.

  37. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our President and Chief Executive Officer, Tyler Farquharson (“CEO”), and the median annual total compensation of our employees (other than our CEO). For fiscal year 2025, the annual total compensation for the CEO was $4,956,370, as reflected in the Summary Compensation Table above, and the median employee’s annual total compensation was $248,498. The resulting ratio of annual total compensation of the CEO to the annual total compensation of our median employee was 19.9 to 1. To identify the annual total compensation of our median employee, we first identified the median employee by examining 2025 W-2 Box 1 Federal Taxable Wages (the “Taxable Wages Measure”) for all of our employees, excluding the CEO, who were employed on December 31, 2025, the last business day of the 2025 fiscal year. We included all employees, whether employed full-time, part-time, or on a seasonal basis, and compensation was annualized for any full-time employee who was not employed for all of fiscal year 2025. We use the Taxable Wages Measure because it is consistently applied to all employees and because we believe it reasonably reflects the annual compensation of our employees. After identifying the median employee, we calculated annual total compensation for the median employee in accordance with the requirements of Item 402(u) of Regulation S-K. With respect to the annual total compensation of our CEO, we selected Tyler Farquharson, our CEO on December 31, 2025, the date we identified our median employee and used the “Total” column of the Summary Compensation Table.

  38. Pay Versus Performance

    Pay Versus Performance The table below sets forth the compensation values reported in the Summary Compensation Table for our principal executive officers (“PEOs”), and, on an average basis, our other non-PEO named executive officers (“non-PEO NEOs”) as compared to the compensation actually paid (“CAP”), calculated pursuant to applicable SEC rules and the Company’s financial performance for years ended December 31, 2025, 2024 and 2023.

  39. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO - Tyler S. Farquharson (1)(3) | Summary Compensation Table Total for PEO - Luke C. Brandenberg (1)(3) | Compensation Actually Paid to PEO - Tyler S. Farquharson (1) (3) | Compensation Actually Paid to PEO - Luke C. Brandenberg (1) (3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(2) (3) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | | | TSR(4) | Peer Group TSR(5) | Net Income ($ in millions) | Adjusted EBITDAX(6) ($ in millions) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $4,956,370 | $2,500,956 | $3,767,551 | $1,375,202 | $1,439,668 | $1,173,620 | $64.72 | $100.32 | $24.4 | $315.0 | | 2024 | | $1,461,306 | | $1,460,875 | $1,143,831 | $1,147,557 | $82.23 | $102.52 | $18.8 | $290.8 | | 2023 | | $1,223,534 | | $1,096,682 | $1,031,779 | $954,932 | $71.55 | $103.56 | $81.1 | $305.4 |

  40. Pay Versus Performance

    (1)The PEO NEOs for each year are as follows: (i) for 2025, Mr. Brandenberg stepped down from his role as President and Chief Executive Officer on June 11, 2025, and Mr. Farquharson was promoted to the position of President and Chief Executive Officer on June 12, 2025; (ii) for 2023 and 2024, Mr. Brandenberg. (2)The non-PEO NEOs for each year are as follows: (i) for 2025, Kimberly A. Weimer; (ii) for 2023 and 2024, Tyler S. Farquharson. (3)A reconciliation of Total Compensation from the Summary Compensation Table to CAP to our PEO NEOs and our non-PEO NEOs (as an average) for 2025, 2024, and 2023 is shown below: (4)TSR is calculated based on a fixed investment of one hundred dollars measured from the market close on December 30, 2022 (the last trading day of 2022) through and including the end of the fiscal year for each year reported in the table. (5)The peer group used for this TSR calculation is the SPDR S&P Oil & Gas Exploration & Production ETF (the “XOP”), which is the industry index as disclosed in our 2025 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. (6)Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we used to link CAP to our NEOs for 2025 to our company’s performance, is Adjusted EBITDAX. We define Adjusted EBITDAX as net income before depletion and accretion expense, unrealized (gain) loss on derivatives - commodity derivatives, interest expense, non-cash stock-based compensation, income tax expense, impairments of long-lived assets, (gain) loss on equity investments and other, net. See Appendix B for additional information on our Adjusted EBITDAX calculation.

  41. Pay Versus Performance

    | | 2025(1) | 2025(2) | 2024(2) | 2023(2) | | PEOS SUMMARY COMPENSATION TABLE TOTALS | $4,956,370 | $2,500,956 | $1,461,306 | $1,223,534 | | Add (Subtract): | | | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (4,095,585) | (533,678) | (589,251) | (517,534) | | Fair value at year-end of equity awards granted during the year that remain unvested as of year-end | 2,994,474 | — | 531,645 | 332,394 | | Fair value at vesting date of equity awards granted during the year that vested during the year | 18,616 | 25,855 | 35,937 | 53,903 | | Change in fair value of equity awards granted in prior years that were outstanding and unvested as of the end of the year | (114,268) | — | 5,890 | — | | Change in fair value of equity awards granted in prior years that vested during the year | (42,487) | (41,323) | 4,156 | — | | Equity awards granted in prior years that were forfeited during the year | — | (584,302) | — | — | | Dividends paid on restricted stock prior to the vesting date | 50,431 | 7,694 | 11,192 | 4,385 | | Total Equity Award Related Adjustments | (1,188,819) | (1,125,754) | (431) | (126,852) | | COMPENSATION ACTUALLY PAID TOTALS | $3,767,551 | $1,375,202 | $1,460,875 | $1,096,682 |

  42. Pay Versus Performance

    (1)Represents PEO compensation for Mr. Farquharson. (2)Represents PEO compensation for Mr. Brandenberg.

  43. Pay Versus Performance

    | | 2025(1) | 2024(2) | 2023(2) | | NON-PEO NEOS SUMMARY COMPENSATION TABLE TOTALS | $1,439,668 | $1,143,831 | $1,031,779 | | Add (Subtract): | | | | | Fair value of equity awards granted during the year from the Summary Compensation Table | (1,032,835) | (424,271) | (467,529) | | Fair value at year-end of equity awards granted during the year that remain unvested as of year-end | 767,951 | 382,790 | 332,394 | | Fair value at vesting date of equity awards granted during the year that vested during the year | — | 25,875 | 53,903 | | Change in fair value of equity awards granted in prior years that were outstanding and unvested as of the end of the year | (15,974) | 5,890 | — | | Change in fair value of equity awards granted in prior years that vested during the year | (5,309) | 4,156 | — | | Equity awards granted in prior years that were forfeited during the year | — | — | — | | Dividends paid on restricted stock prior to the vesting date | 20,119 | 9,286 | 4,385 | | Total Equity Award Related Adjustments | (266,048) | 3,726 | (76,847) | | AVERAGE COMPENSATION ACTUALLY PAID TOTALS | $1,173,620 | $1,147,557 | $954,932 |

  44. Pay Versus Performance

    (1)Represents non-PEO compensation for Ms. Weimer. (2)Represents non-PEO compensation for Mr. Farquharson.

  45. Interest Of The Directors And Officers In The First Amendment

    Interest Of The Directors And Officers In The First Amendment Directors, officers, managers, and employees of the Company and its subsidiaries, and consultants or advisors to the Company and its subsidiaries are eligible to receive awards under the Plan. Further, the Plan provides for indemnification of the Board, the Committee, and certain Company personnel to the fullest extent permitted by law with respect to actions taken or determinations made under the Plan. As such, the directors and executive officers of the Company have a material interest in the approval of the First Amendment.