Granite Ridge Resources, Inc 8-K, filed Jun 12, 2025
Granite Ridge Resources, Inc. (GRNT)
8-K
2025-06-12
For: 2025-06-11
View Original
Added on
April 10, 2026
About this 8-K
Granite Ridge Resources, Inc filed this 8-K on June 12, 2025, reporting on events of June 11, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
______________________________________________________________________
Date of Report (Date of earliest event reported): June 11, 2025
______________________________________________________________________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(214 ) 396-2850
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 11, 2025, Luke Brandenberg stepped down from his role as President and Chief Executive Officer of Granite Ridge Resources, Inc. (the “Company”).
On June 12, 2025, Tyler Farquharson was promoted to President and Chief Executive Officer of the Company, and Kim Weimer was promoted to Interim Chief Financial Officer and Chief Accounting Officer. The Company’s Board of Directors (the “Board”) is working to identify a permanent Chief Financial Officer and has retained a nationally recognized executive search firm to assist in the process.
Mr. Farquharson, age 42, has over 19 years of oil and gas finance experience. Prior to joining the Company as its Chief Financial Officer in July 2022, 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.
Ms. Weimer, age 46, has over 20 years of accounting experience, primarily in the energy industry. Prior to joining the Company as its Chief Accounting Officer 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.
In connection with his appointment, Mr. Farquharson’s annualized base salary will be $500,000, and he will receive two awards under the Company’s 2022 Omnibus Incentive Plan (the “Plan”). The first Plan award will consist of a target award of 515,464 performance-based restricted stock under the Plan (“PSUs”), pursuant to the form of award agreement that is furnished as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference, which will be eligible to vest, generally subject to his continued employment, upon the satisfaction of certain stock price thresholds during the performance period, which will end on December 31, 2032. The PSU award will be divided into three tranches (171,821 PSUs, 171,821 PSUs, and 171,822 PSUs) that will be eligible to vest upon the Company achieving specific closing stock prices at or above $7.00 per share for a period of 20 consecutive trading days during the performance period. Each earned PSU will be settled in a share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). Mr. Farquharson’s second Plan award will consist of a grant of 171,821 shares of restricted stock under the Plan, pursuant to the form of award agreement that is furnished as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference, and that will be eligible to vest in full on June 12, 2030, generally subject to his continued employment until that date.
In connection with her appointment, Ms. Weimer will receive two awards under the Plan. The first Plan award will consist of an award of 128,866 PSUs under the Plan, pursuant to the form of award agreement that is furnished as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference, which will be eligible to vest, generally subject to her continued employment, upon the satisfaction of certain stock price thresholds during the performance period, which will end on December 31, 2032. The PSU award will be divided into three tranches (42,955 PSUs, 42,955 PSUs, and 42,956 PSUs) that will be eligible to vest upon the Company achieving specific closing stock prices at or above $7.00 per share for a period of 20 consecutive trading days during the performance period. Each earned PSU will be settled in a share of the Company’s Common Stock. Ms. Weimer’s second Plan award will consist of an award of 42,955 shares of restricted stock under the Plan, pursuant to the form of award agreement that is furnished as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference, and that will be eligible to vest in full on June 12, 2030, generally subject to her continued employment until that date.
Neither Mr. Farquharson nor Ms. Weimer have any family relationships with any current director or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party, or intended to be a party, in which either Mr. Farquharson or Ms. Weimer has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings with any other person pursuant to which Mr. Farquharson was appointed as the Company’s President and Chief Executive Officer or pursuant to which Ms. Weimer was appointed as the Company’s Interim Chief Financial Officer and Chief Accounting Officer.
Item 7.01 Regulation FD Disclosure.
On June 11, 2025, the Company issued a press release announcing the Chief Executive Officer transition and reaffirming its 2025 operational and financial guidance. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information in this Current Report on Form 8-K is being furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | Description | |||||||
| 10.1* | ||||||||
| 10.2* | ||||||||
| 99.1* | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
*Filed herewith
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GRANITE RIDGE RESOURCES, INC. | |||||||||||
| Date: June 12, 2025 | By: | /s/ Tyler Farquharson | |||||||||
| Name: | Tyler Farquharson | ||||||||||
| Title: | President and Chief Executive Officer | ||||||||||
Exhibit 10.1
GRANITE RIDGE RESOURCES, INC.
2022 OMNIBUS INCENTIVE PLAN
PERFORMANCE STOCK UNIT AWARD FOR PERFORMANCE STOCK UNITS AWARDED JUNE 12, 2025
Granite Ridge Resources, Inc. (the “Company”) hereby grants the following performance-based Restricted Stock Units (“Performance Stock Units” or “PSUs”) pursuant to its 2022 Omnibus Incentive Plan (the “Plan”). The terms of the grant are set forth in the attached Performance Stock Unit Award Agreement (the “Agreement”).
NOTICE OF GRANT
Participant: [_________]
Date of Grant: June 12, 2025
Target Number of Performance Stock Units: [_________]
Performance Period: Date of Grant through December 31, 2032
The Participant earning the Performance Stock Units granted hereunder is dependent on the Participant continuing to be employed by, or provide services to, the Company, as provided herein, through the date any applicable Performance Goal is achieved, as provided herein.
The above is a summary description of certain provisions of the Agreement and is not intended to be complete. In the event any aspect of this summary conflicts with the terms of the Agreement, the terms of the Agreement shall govern.
Granite Ridge Resources, Inc.
By:
Title:
I hereby accept the Performance Stock Units described in the Agreement, and I agree to be bound by the terms of the Plan and the Agreement. I hereby further agree that all the decisions and determinations of the Committee shall be final and binding.
Participant:
Date:
GRANITE RIDGE RESOURCES, INC.
2022 OMNIBUS INCENTIVE PLAN
PERFORMANCE STOCK UNIT AWARD AGREEMENT FOR PERFORMANCE STOCK UNITS AWARDED JUNE 12, 2025
This PERFORMANCE STOCK UNIT AWARD AGREEMENT FOR PERFORMANCE STOCK UNITS AWARDED JUNE 12, 2025 (the “Agreement”), dated as of date set forth on the Notice of Grant attached hereto (the “Date of Grant”), is delivered by Granite Ridge Resources, Inc. (the “Company”) to the individual named on the Notice of Grant attached hereto (the “Participant”).
RECITALS
A. The Granite Ridge Resources Inc. 2022 Omnibus Incentive Plan (the “Plan”) provides for the grant of stock-based awards with respect to shares of Common Stock of the Company, in accordance with the terms and conditions of the Plan. The Company has decided to make a performance-based Restricted Stock Unit award (“Performance Stock Units” or “PSUs”) as an inducement for the Participant to promote the best interests of the Company and its stockholders.
B. The terms and conditions of the Performance Stock Units should be construed and interpreted in accordance with the terms and conditions of this Agreement and the Plan. The Plan is administered and interpreted by the Compensation Committee of the Board (or a subcommittee thereof), or such other committee of the Board (including, without limitation, the full Board) to which the Board has delegated power to act under or pursuant to the provisions of the Plan (the “Committee”). The Committee may delegate authority to one or more subcommittees as it deems appropriate. If a subcommittee is appointed, all references in this Agreement to the “Committee” shall be deemed to refer to the committee. Capitalized terms that are used but not defined herein shall have the respective meanings accorded to such terms in the Plan. For purposes of this Agreement, “Company” shall mean the Company and any of its Subsidiaries where applicable.
NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:
1.Grant of Performance Stock Units. Subject to the terms and conditions set forth in this Agreement and the Plan, the Company hereby awards to the Participant the target number of Performance Stock Units under the Plan as set forth on the Notice of Grant attached hereto (the “Target Award”). The Participant accepts the Performance Stock Units and agrees to be bound by the terms and conditions of this Agreement and the Plan with respect to the award. Each vested Performance Stock Unit entitles the Participant to receive the one share of Common Stock, as described in Paragraph 2 below. The number of Performance Stock Units that the
Participant actually earns during the Performance Period will be determined by the level of achievement of the Performance Goals in accordance with Exhibit A attached hereto.
2.Performance Period. For purposes of this Agreement, the term “Performance Period” shall mean Performance Period set forth on the Notice of Grant.
3.Performance Goals. The number of Performance Stock Units earned by the Participant during the Performance Period will be determined based on the level of achievement of the Performance Goals in accordance with Exhibit A. All determinations of whether Performance Goals have been achieved and the number of Performance Stock Units earned by the Participant shall be made by the Committee in its sole discretion. Promptly following completion of the achievement of any Performance Goals in accordance with Exhibit A, the Committee will review and certify in writing (a) whether, and to what extent, the Performance Goals have been achieved, and (b) the number of Performance Stock Units that the Participant shall earn, if any, subject to compliance with the requirements of Section 4. Such certification shall be final, conclusive and binding on the Participant, and on all other persons, to the maximum extent permitted by law.
4.Vesting of Award/Payment of Shares.
(a)The Performance Stock Units are subject to forfeiture until they are deemed earned by the Committee. The number of Performance Stock Units that vest and become payable under this Agreement shall be determined by the Committee based on the level of achievement of the Performance Goals set forth in Exhibit A.
(b)If, when, and to the extent the Committee determines the number of Performance Stock Units that are earned, the Company will issue to the Participant one share of Company Common Stock for each whole Performance Stock Unit that has been deemed earned, subject to satisfaction of the Participant’s tax withholding obligations as described in Section 6 below. The shares of Common Stock will be issued to the Participant as soon as practicable following the achievement of the Performance Goals set forth on Exhibit A, but in no event shall any issuance of Common Stock occur following March 15 of the year following the year in which the Performance Share Units were deemed to be earned by the Committee. The Performance Stock Units shall cease to be outstanding upon such issuance of shares.
(c)In the event the Participant ceases employment with the Company as a result of death or Disability, a number of unvested Performance Stock Units equal to the Target Award shall vest as of the termination date, subject in all cases to Committee discretion. Except as set forth in this Agreement, or unless otherwise stated in a Company-sponsored plan, policy or arrangement, or any agreement to which the Company is a party, the Participant shall forfeit any outstanding but unearned Performance Stock Units in the event the Participant ceases to be employed by, or provide service to, the Company (or one of its Subsidiaries) as a result of resignation or termination without Cause prior to the last day of the Performance Period.
(d)In the event the Company experiences a Change of Control, and the Participant is terminated by the Company or the surviving or successor entity without Cause within twelve
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(12) months following the Change of Control, the Participant will be deemed to have earned and vest in the number of Performance Stock Units equal to the Target Award.
(e)Notwithstanding any provisions of the Plan to the contrary, upon a Change of Control, the Participant will be deemed to have earned and vest in the number of Performance Stock Units equal to the Target Award. Common Shares equal to the number of Performance Stock Units earned shall be issued and delivered no later than March 15 of the year following the year in which the Change of Control occurs.
(f)For the purposes of this Agreement, “Disability” shall mean any physical or mental impairment which qualifies the Participant for disability benefits under the applicable long-term disability plan maintained by the Company or, if no such plan applies, which would qualify the Participant for disability benefits under the Federal Social Security System.
(g)For the purposes of this Agreement, “Cause” shall mean any event which constitutes Cause as defined in the employment agreement, offer letter or other arrangement between the Company and the Participant, or, if no such definition exists, the occurrence of any of the following: (i) the Participant’s convicted of, or pled guilty or nolo contendere to, a felony or crime involving moral turpitude; (ii) the willful and continued failure by the Participant to substantially perform his or her duties and obligations to the Company (other than any such failure resulting from any physical or mental condition, whether or not such condition constitutes a Disability); (iii) the willful engaging by the Participant in misconduct that is materially injurious to the Company, monetarily or otherwise; or (iv) the Participant’s breach of any written confidentiality, noncompetition or nonsolicitation agreement between the Participant and the Company.
5.No Stockholder Rights Prior to Settlement; Issuance of Certificates. The Participant shall have no rights as a stockholder with respect to any shares of Common Stock represented by the Performance Stock Units until the date of issuance of the shares of Common Stock (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), if applicable. Except as otherwise required by the Plan, no adjustment shall be made for dividends, distributions, or other rights for which the record date is prior to the date, if any, that shares of Common Stock are issued.
6.Withholding. All obligations of the Company under this Agreement shall be subject to the rights of the Company as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld which arise in connection with the Participant’s Performance Stock Units (the “Withholding Taxes”). Additionally, (a) the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to the Participant’s Performance Stock Units by requiring the Participant to tender a cash payment, and (b) unless otherwise determined by the Board or Committee, the Participant may elect to satisfy all or any portion of the Withholding Taxes obligation by (i) entering into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby the Participant
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irrevocably elects to sell a portion of the shares to be delivered under the Agreement to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company; or (ii) electing to have shares of Common Stock withheld by the Company from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Performance Stock Units with a fair market value (valued in the manner determined by (or in a manner approved by) the Company) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations up to the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Unless the tax withholding obligations of the Company are satisfied, the Company shall have no obligation to deliver to the Participant any Common Stock. In the event the Company’s obligation to withhold arises prior to the delivery to the Participant of Common Stock or it is determined after the delivery of Common Stock to the Participant that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, the Participant agrees to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.
7.Adjustments. The provisions of the Plan applicable to adjustments (as described in Section 10 of the Plan) or other corporate transaction, shall apply to the Performance Stock Units. Notwithstanding anything in the Plan to the contrary, in no event shall the Committee exercise its discretion to accelerate the payment or settlement of the Performance Stock Units where such payment or settlement constitutes deferred compensation within the meaning of Section 409A of the Code unless, and solely to the extent that, such accelerated payment or settlement is permissible under Treasury Regulation section 1.409A-3(j)(4) or any successor provision.
8.Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The Performance Stock Units are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan. The Committee shall have the authority to interpret and construe the Performance Stock Units pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.
9.No Employment or Other Rights. The grant of the Performance Stock Units shall not confer upon the Participant any right to be retained by or in the employ or service of the Company (or any of its Subsidiaries) and shall not interfere in any way with the right of the Company (or any of its Subsidiaries) to terminate the Participant’s employment or service at any time. The right of the Company (or any of its Subsidiaries) to terminate at will the Participant’s employment or service at any time for any reason is specifically reserved.
10.Delivery Subject to Legal Requirements. The obligation of the Company to deliver stock shall be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the shares upon any securities exchange
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or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issue of shares, the shares may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. The issuance of shares to the Participant pursuant to this Agreement is subject to any applicable taxes and other laws or regulations of the United States or of any state having jurisdiction thereof.
11.Clawback. In accepting the grant of Performance Stock Units, the Participant agrees to be bound by any clawback policy that the Company may currently have in place or may adopt in the future in order to comply with applicable law or stock exchange rules.
12.Assignment and Transfers. The rights and interests of the Participant under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Participant, by will or by the laws of descent and distribution. In the event of any attempt by the Participant to alienate, assign, pledge, hypothecate, or otherwise dispose of the Performance Stock Units or any right hereunder, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Performance Stock Units by notice to the Participant, and the Performance Stock Units and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, Subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.
13.Applicable Law. The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.
14.Notice. Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Committee, and any notice to the Participant shall be addressed to such Participant at the current address shown on the payroll of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.
15.Section 409A. This Agreement and the Performance Stock Units granted hereunder are intended to fit within the “short-term deferral” exemption from Section 409A of the Code, as set forth in Treasury Regulation Section 1.409A-1(b)(4) or any successor provision, or to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement and the Performance Stock Units shall be administered, interpreted and construed in a manner consistent with Section 409A of the Code. Each amount payable under this Agreement is designated as a separate identified payment for purposes of Section 409A of the Code.
16.Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken
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together, will be deemed to constitute one and the same agreement. Facsimile or other electronic transmission of any signed original document or retransmission of any signed facsimile or other electronic transmission will be deemed the same as delivery of an original.
17.Complete Agreement. Except as otherwise provided for herein, this Agreement and those agreements and documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.
18.Committee Authority. By entering into this Agreement the Participant agrees and acknowledges that all decisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest in the Award.
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EXHIBIT A
PERFORMANCE GOALS
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Exhibit 10.2
GRANITE RIDGE RESOURCES, INC.
2022 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AWARD FOR RESTRICTED STOCK AWARDED JUNE 12, 2025
Granite Ridge Resources, Inc. (the “Company”) hereby grants the following Restricted Stock Award pursuant to its 2022 Omnibus Incentive Plan (the “Plan”). The terms of the grant are set forth in the attached Restricted Stock Award Agreement (the “Agreement”).
NOTICE OF GRANT
Participant: [____]
Date of Grant: June 12, 2025
Number of Shares of Restricted Stock: [____]
Vesting: 100% on 5th anniversary of Date of Grant
All vesting is dependent on the Participant continuing to be employed by, or provide services to, the Company, as provided herein, through the relevant vesting date, unless otherwise specified in the Agreement.
The above is a summary description of certain provisions of the Agreement and is not intended to be complete. In the event any aspect of this summary conflicts with the terms of the Agreement, the terms of the Agreement shall govern.
Granite Ridge Resources, Inc.
By:
Title:
I hereby accept the Restricted Stock Award described in the Agreement, and I agree to be bound by the terms of the Plan and the Agreement. I hereby further agree that all the decisions and determinations of the Committee shall be final and binding.
Participant:
Date:
GRANITE RIDGE RESOURCES, INC.
2022 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT FOR RESTRICTED STOCK AWARDED JUNE 12, 2025
This RESTRICTED STOCK AWARD AGREEMENT FOR RESTRICTED STOCK AWARDED JUNE 12, 2025 (the “Agreement”), dated as of date set forth on the Notice of Grant attached hereto (the “Date of Grant”), is delivered by Granite Ridge Resources, Inc. (the “Company”) to the individual named on the Notice of Grant attached hereto (the “Participant”).
RECITALS
A. The Granite Ridge Resources, Inc. 2022 Omnibus Incentive Plan (the “Plan”) provides for the grant of stock and stock-based awards with respect to shares of Common Stock of the Company, in accordance with the terms and conditions of the Plan. The Company has decided to make a restricted stock award as an inducement for the Participant to promote the best interests of the Company and its stockholders.
B. The terms and conditions of the award of Restricted Stock should be construed and interpreted in accordance with the terms and conditions of this Agreement and the Plan. Any term capitalized herein but not defined shall have the same meaning as set forth in the Plan. For purposes of this Agreement, “Company” shall mean the Company and any of its Subsidiaries where applicable.
NOW, THEREFORE, the parties to this Agreement, intending to be legally bound hereby, agree as follows:
1.Grant of Restricted Stock Award. As of the Grant Date, the Company hereby grants to the Participant an award of the number of shares of Restricted Stock as set forth on the Notice of Grant attached hereto (the “Restricted Stock”), on the terms and conditions hereinafter provided.
2.Vesting of Restricted Stock.
(a)The Restricted Stock shall vest if the Participant continues to be employed by, or provide service to, the Company from the Date of Grant until the applicable vesting date (the “Vesting Date”) set forth on the Notice of Grant attached hereto. If the vesting schedule would produce fractional shares, the number of shares of Restricted Stock that vest on the applicable Vesting Date shall be rounded down to the nearest share.
(b)In the event the Participant ceases employment with the Company as a result of death or Disability, all unvested Restricted Stock shall become fully vested as of the termination
date. Except as set forth herein, in the event the Participant’s employment with the Company terminates for any other reason, the Participant shall forfeit the unvested Restricted Stock as of the Participant’s termination date.
(c)In the event the Company experiences a Change of Control, and the Participant is terminated by the Company or the surviving or successor entity without Cause within twelve (12) months following the Change of Control, all unvested Restricted Stock subject to this Agreement shall vest as of the termination date.
(d)For the purposes of this Agreement, “Disability” shall mean any physical or mental impairment which qualifies the Participant for disability benefits under the applicable long-term disability plan maintained by the Company or, if no such plan applies, which would qualify the Participant for disability benefits under the Federal Social Security System.
(e)For the purposes of this Agreement, “Cause” shall mean any event which constitutes Cause as defined in the employment agreement, offer letter or other arrangement between the Company and the Participant, or, if no such definition exists, the occurrence of any of the following: (i) the Participant’s convicted of, or pled guilty or nolo contendere to, a felony or crime involving moral turpitude; (ii) the willful and continued failure by the Participant to substantially perform his or her duties and obligations to the Company (other than any such failure resulting from any physical or mental condition, whether or not such condition constitutes a Disability); (iii) the willful engaging by the Participant in misconduct that is materially injurious to the Company, monetarily or otherwise; or (iv) the Participant’s breach of any written confidentiality, noncompetition or nonsolicitation agreement between the Participant and the Company.
3.Non-Transferability. The Restricted Stock may not, prior to vesting, be assigned, alienated, attached, sold or transferred, pledged or otherwise disposed or encumbered by the Participant, other than by will or by the laws of descent and distribution. Any attempt to assign, transfer, pledge or otherwise dispose of the Restricted Stock contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Restricted Stock award, shall be null, void and without effect; provided, however, that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. The Participant may designate a beneficiary, on a form supplied by the Committee, who may possess all rights with respect to the Restricted Stock award in the event of the Participant’s death. No such permitted transfer of the Restricted Stock award to heirs or legatees of the Participant shall be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof.
4.Delivery of Restricted Stock.
(a)Book Entry Form. The Company shall issue the Restricted Stock subject to the award either: (i) in certificate form as provided in Section 4(b) below; or (ii) in book entry form,
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registered in the name of the Participant with notations regarding the applicable restrictions on transfer imposed under this Agreement.
(b)Certificates to be Held by Company; Legend. Any certificates representing the shares of Restricted Stock that may be delivered to the Participant by the Company prior to vesting shall be redelivered to the Company to be held by the Company until the restrictions on such shares shall have lapsed and the shares shall thereby have become vested or the shares represented thereby have been forfeited hereunder. Such certificates shall bear the following legend and any other legends the Company may determine to be necessary or advisable to comply with all applicable laws, rules, and regulations:
“The ownership of this certificate and the shares of stock evidenced hereby and any interest therein are subject to substantial restrictions on transfer under an Agreement entered into between the registered owner and Granite Ridge Resources, Inc. A copy of such Agreement is on file in the office of the Secretary of Granite Ridge Resources, Inc.”
(c)Delivery of Shares Upon Vesting. Promptly after the vesting of any shares of Restricted Stock pursuant to Section 2 hereof, the Company shall, as applicable, either remove the notations on any shares of Restricted Stock issued in book entry form which have vested or deliver to the Participant a certificate or certificates evidencing the number of shares of Restricted Stock which have vested. The Participant (or the beneficiary or personal representative of the Participant in the event of the Participant’s death or disability, as the case may be) shall deliver to the Company any representations or other documents or assurances as the Company or its counsel may determine to be necessary or advisable in order to ensure compliance with all applicable laws, rules, and regulations with respect to the grant of the Restricted Stock award and the delivery of shares in respect thereof. The shares so delivered shall no longer be shares of Restricted Stock hereunder.
5.Securities Laws. Upon the issuance, vesting or delivery of any shares related to the Restricted Stock award, the Participant will make or enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Agreement.
6.Rights as a Stockholder. Prior to the Vesting Date, the Participant shall not have the right to vote shares of Common Stock subject to the Restricted Stock but shall receive any dividends or other distributions paid on such shares of Common Stock.
7.Withholding. The Company shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to the vesting of any Restricted Stock. Alternatively, the Participant or other person in whom the Restricted Stock vests may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 15 of the Plan and rules established by the Administrator, to have the Company withhold and reacquire shares of Restricted Stock at their fair market value at the time of vesting to satisfy any withholding obligations of the Company with respect to such vesting; provided, however, that the number of such shares of Common
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Stock so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations up to the maximum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income. Any election to have shares so held back and reacquired shall be subject to such rules and procedures, which may include prior approval of the Committee, as the Committee may impose, and shall not be available if the Participant makes or has made an election pursuant to Section 83(b) of the Code with respect to such Award.
8.Adjustments; Change of Control. The provisions of the Plan applicable to adjustments (as described in Section 10 of the Plan) or other corporate transaction, including a Change of Control (as described in Section 11 of the Plan), shall apply to the Restricted Stock..
9.Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The award of Restricted Stock is subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan. The Committee shall have the authority to interpret and construe the award of Restricted Stock pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.
10.No Employment or Other Rights. The grant of the Restricted Stock shall not confer upon the Participant any right to be retained by or in the employ or service of the Company and shall not interfere in any way with the right of the Company to terminate the Participant’s employment or service at any time. The right of the Company (or any of its Subsidiaries) to terminate at will the Participant’s employment or service at any time for any reason is specifically reserved.
11.Clawback. In accepting the grant of Restricted Stock, the Participant agrees to be bound by any clawback policy that the Company may currently have in place or may adopt in the future in order to comply with applicable law or stock exchange rules.
12.Successors. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, Subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Participant’s consent.
13.Applicable Law. The validity, construction, interpretation and effect of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.
14.Notice. Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Committee, and any notice to the Participant shall be addressed to such Participant at the current address shown on the payroll of the Company, or to such other address as the Participant may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.
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15.Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Facsimile or other electronic transmission of any signed original document or retransmission of any signed facsimile or other electronic transmission will be deemed the same as delivery of an original.
16.Complete Agreement. Except as otherwise provided for herein, this Agreement and those agreements and documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.
17.Committee Authority. By entering into this Agreement the Participant agrees and acknowledges that all decisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest in the Restricted Stock award.
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Exhibit 99.1
Granite Ridge Resources, Inc. Announces CEO Transition
Dallas, Texas, June 12, 2025 – Granite Ridge Resources, Inc. (“Granite Ridge” or the “Company”) (NYSE: GRNT) today announced that Luke Brandenberg has stepped down from his role as President and Chief Executive Officer, effective June 11, 2025. The Company’s Board has promoted Tyler Farquharson, the Company’s Chief Financial Officer, to President and Chief Executive Officer, and Kim Weimer, the Company’s Chief Accounting Officer, to Interim Chief Financial Officer and Chief Accounting Officer, each effective June 12, 2025. The Board is actively seeking a permanent Chief Financial Officer and has retained a nationally recognized executive search firm to assist in the process.
Granite Ridge reaffirms its operational and financial guidance for 2025. This leadership transition is unrelated to the Company’s performance or operations.
“On behalf of the Board and the entire Granite Ridge team, I extend our deepest gratitude to Luke for his leadership in guiding the Company through its transition to a publicly traded entity,” said Matt Miller, Co-Chairman of the Board. “Granite Ridge is well-positioned for continued success, and we are confident that Tyler’s extensive industry experience and strategic vision will drive long-term value for our shareholders as we continue executing on our publicly traded private equity strategy both through operated partnerships and our non-operated asset investments.”
Mr. Farquharson brings nearly 20 years of energy industry experience to the role, including nearly half of which were spent in senior leadership roles. Since joining Granite Ridge in 2022 as Chief Financial Officer, he has been instrumental in shaping the Company’s financial strategy and establishing its presence in the public market. Prior to Granite Ridge, Mr. Farquharson served as Chief Financial Officer at EXCO Resources, Inc.
“I am honored to step into the role of CEO at Granite Ridge,” said Mr. Farquharson. “Our team is committed to advancing our strategic priorities, delivering superior returns for our shareholders, and maintaining our disciplined approach to capital allocation. I look forward to working closely with the Board and our talented leadership team to build on our strong foundation and drive sustainable growth.”
About Granite Ridge
Granite Ridge is a scaled energy company which aims to provide shareholders with exposure similar to energy private equity through operated partnerships and traditional non-operated assets. We own assets in six prolific unconventional basins across the United States. We aim to deliver a diversified portfolio with best-in-class full cycle returns by investing in a large number of high-graded deals developed by proven public and private operators. We focus on success as measured by total shareholder returns, which we seek to balance with a low leverage profile. For more information, visit Granite Ridge’s website at www.graniteridge.com.
Forward-Looking Statements and Cautionary Statements
This press release contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this release regarding, without limitation, Granite Ridge’s 2025 outlook, financial position, business and financial strategy and capital allocation are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Important factors (many of which are beyond Granite Ridge’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements are described under the heading “Item 1A. Risk Factors” in Granite Ridge’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”), as updated by any subsequent Quarterly Reports on Form 10-Q that Granite Ridge files with the SEC. Granite Ridge does not undertake any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws.
For more information, please contact:
James Masters
Investor Relations
IR@graniteridge.com
(310) 460-8154