What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-16 compared with 2025-03-17 · 177 added, 151 removed, 409 unchanged (45% of the section changed)

1 unchanged sentence

We are an independent energy company headquartered in Houston, Texas engaged in the acquisition, exploration, development and production of crude oil, natural gas and NGLs.

We have a diversified, African-focused asset portfolio in Gabon, Egypt, Cote d'Ivoire and Equatorial Guinea, as well as producing properties in Canada.

We have a diversified, African-focused portfolio of production, development and exploration assets located in Gabon, Egypt, Cote d'Ivoire, Equatorial Guinea, Nigeria, as well as, prior to the Canada Asset Divestment (defined below), producing properties in Canada.

Our overall business strategy is to maximize the value of our current resources and expand into new development opportunities across our strategically complementary asset base.

12 unchanged sentences

Over the past years, we have delivered on our focused strategy and believe we will continue to do so with the organic growth programs across our diversified portfolio over the coming years.

2024 ACQUISITION

On April 30, 2024, we completed the acquisition of Svenska Petroleum Exploration Aktiebolag, a company incorporated in Sweden (“Svenska”), whereby we acquired all of the issued shares in the capital of Svenska and Svenska became a direct wholly-owned subsidiary of the Company (“Svenska Acquisition”) for a net adjusted purchase price of $40.2 million.

The purchase price was funded with the Company's cash on hand.

As a result of the Svenska Acquisition, we acquired Svenska’s primary asset:

a 27.39% non-operated working interest in the deepwater producing Baobab field in Block CI-40, offshore Cote d’Ivoire in West Africa.

We also acquired a 21.05% non-operated working interest in OML 145, a non-producing discovery located offshore of Nigeria that is not expected to be developed at this time.

In March 2025, the Company farmed into the CI-705 block offshore Côte d’Ivoire.

The Company will become operator of the CI-705 block with a 70% working interest and a 100% paying interest though a commercial carry arrangement and is partnering with two other parties.

The CI-705 block is located in the Tano basin, west of the Company's CI-40 Block, where the Baobab and Kossipo oil fields are located.

The Company has made approximately $3.0 million in cash payments related to the acquisition.

Divestment of Non-Core Assets

On February 4, 2026, the Company entered into an asset purchase agreement (the “Canada APA”) to sell all the operating assets in Canada (the “Canada Asset Divestment”) to a third party purchaser for a purchase price of approximately $24.4 million (C$33.4 million), subject to customary adjustments.

The Canada Asset Divestment closed on February 19, 2026 with an effective date of February 1, 2026 for an adjusted purchase price of $25.5 million (C$34.9 million), subject to additional customary post-closing adjustments.

The Canada Asset Divestment represents the Company’s complete exit of its Canadian oil and gas operations.

Please see Part IV, Item 15., Note 4.

Acquisitions and Divestiture and Note 20.

Subsequent Events , to the Consolidated Financial Statements for further discussion on the Canada Asset Divestment.

SEGMENT AND GEOGRAPHIC INFORMATION

1 unchanged sentence

Segment Information to the Consolidated Financial Statements.

Our reportable operating segments are Gabon, Egypt, Cote d'Ivoire, Canada and Equatorial Guinea.

Our reportable operating segments are Gabon, Egypt, Cote d'Ivoire, Equatorial Guinea and, prior to the Canada Asset Divestment, Canada.

The following table sets out a brief comparative summary of certain key data for each of the Company’s operating segments.

7 unchanged sentences

Cote d'Ivoire 111 2 % 18,397 18,210 43 %

1,058 15 % 95,082 16,381 36 %

Canada 667 11 % 19,174 6,158 14 %

3 unchanged sentences

(1) Production volumes are reported on NRI basis.

(2) For the period from April 30, 2024, the close date of the Svenska Acquisition, through December 31, 2024.

(2) Undeveloped properties.

Gabon Segment

During 2024, our producing properties in Gabon produced approximately 2,783 MBoe or 38% of our total production.

For the year ended December 31, 2025, our producing properties in Gabon produced approximately 2,535 MBoe or 42% of our total 2025 production.

Our Gabon production for the period was 100% crude oil.

We own a working interest in, and are the operator of, the Etame PSC related to the Etame Marin block located offshore Gabon in West Africa.

The Etame Marin block covers an area of approximately 46,200 gross acres located 20 miles offshore in water depths of approximately 250 feet.

Currently, we own a 58.8% working interest in the Etame Marin block, and we are designated as the operator on behalf of the Etame Consortium.

We own a 58.8% working interest in the Etame Marin block and we are the designated operator on behalf of the Etame Consortium.

The Etame Marin block is located offshore Gabon in West Africa and covers an area of approximately 46,200 gross acres located 20 miles offshore in water depths of approximately 250 feet.

The block is subject to a 7.5% back-in carried interest by the government of Gabon, which they have assigned to a third party.

Our working interest will decrease to 57.2% in June 2026 when the back-in carried interest increases to 10%.

Our working interest will decrease to 57.2% beginning June 20, 2026 when the back-in carried interest increases to 10%.

The terms of the Etame PSC include provisions for payments to the government of Gabon for:

2 unchanged sentences

The PSC Extension provides us with the extended time horizon necessary to pursue developing the resources we have identified at Etame.

The government of Gabon has currently elected to take its Profit Oil in-kind.

We are a member of the BWE Consortium that was provisionally awarded two blocks in the 12th Offshore Licensing Round in Gabon.

The BWE Consortium and the government came to an agreement on the fiscal terms of the PSC on February 9, 2024.

All parties to the BWE Consortium signed the PSC with the Gabonese Government during the fourth quarter of 2024.

Pursuant to the terms of the PSC, BW Energy will be the operator with a 37.5% working interest, and VAALCO and Panoro Energy will have 37.5% and 25% working interests, respectively, as non-operating joint owners.

The two blocks, covered by the PSC, Niosi Marin Block (previously G12-13) and the Guduma Marin Block (previously H12-13) cover an area of 2,989 square kilometers and 1,929 square kilometers, respectively, are adjacent to our Etame PSC

as well as BW Energy and Panoro’s Dussafu PSC offshore Southern Gabon.

In February 2025, the decree by the Gabonese government approving the PSCs for the Niosi Marin Block and the Guduma Marin Block was published.

The government of Gabon has elected to take its Profit Oil in-kind in all years presented.

We are a member of the BWE Consortium that was awarded the licenses for the Niosi Marin and the Guduma Marin exploration blocks in Gabon.

These licenses are covered by PSCs entered into with the Gabonese Government (the “BWE Consortium PSC”).

The PSC covering the Niosi block has an initial exploration period of five years ending in 2029 with a work commitment to acquire new 3D seismic data and drill one well, while the PSC covering the Guduma block has an initial exploration period of three years ending in 2027 with a work commitment to carry out geological and geophysical studies.

The Niosi and Guduma blocks cover an area of 2,989 square kilometers and 1,929 square kilometers, respectively, and are adjacent to our Etame PSC.

The Company holds a 37.5% non-operating working interest in these licenses.

Egypt Segment

2 unchanged sentences

In Egypt, our interests are spread across two regions:

the Eastern Desert, which contains the West Gharib, West Bakr and North West Gharib merged concessions, and the Western Desert, which contains the South Ghazalat concession.

The Eastern Desert merged concession is approximately 45,067 acres and the Western Desert, South Ghazalat concession, is approximately 7,340 acres.

the Eastern Desert, which contains the Merged Concession, and the Western Desert, which contains the South Ghazalat concession.

The Merged Concession is approximately 45,067 acres and the South Ghazalat concession is approximately 7,340 acres.

Both of our Egyptian blocks are subject to PSCs with EGPC, the Egyptian government and VAALCO.

We have an equal ownership interest, with EGPC owning the other portion, in the joint venture that has a 100% working interest in both PSCs.

The PSC for the Merged Concession has a term ending year 2035, while for South Ghazalat, we have until the end of March 2025 to extend the term of PSC depending on successful drilling activity.

Under the terms of the Merged Concession Agreement, the Company is obligated to make modernization payments to the Minister of Petroleum and Mineral Resources and is also required to deliver minimum financial work commitments.

Please see Part IV, Item 15., Note 12.

Commitments and Contingencies , to the Consolidated Financial Statements for further discussion on the modernization payments.

We have an equal ownership interest, with EGPC owning the other portion, in the

joint venture that has a 100% working interest in both PSCs.

The PSC for the Merged Concession has a term ending in 2035.

The term of the South Ghazalat PSC is scheduled to expire in 2039, subject to periodic evaluations and contingent upon continued successful drilling activities.

Following the latest assessment and agreed-upon commitments, the South Ghazalat license is currently set to expire in 2027.

Cote d'Ivoire Segment

For the period from April 30, 2024, the closing date of the Svenska Acquisition, through December 31, 2024, the properties in Cote d'Ivoire produced approximately 1,058 MBoe or 15% of our total 2024 production.

For the year ended December 31, 2025, the properties in Cote d'Ivoire produced approximately 111 MBoe or 2% of our total 2025 production.

Our Cote d'Ivoire production for the period was 100% crude oil.

1 unchanged sentence

Crude oil from the Baobab field is produced to a dedicated FPSO with the associated natural gas delivered onshore via a subsea pipeline.

The PSC license in Cote d’Ivoire has an initial term expiring on April 11, 2028 with a ten-year extension option that, if exercised, would extend the term until April 2038.

The field has been developed with 24 subsea production wells and 5 water injector wells tied back to a leased FPSO.

At year end, 9 of these wells were in production with the other 20 being shut in.

The FPSO will be in transit to dry dock in early 2025 for planned maintenance and upgrades.

It has ceased hydrocarbon production as scheduled on January 31, 2025 and the final lifting of crude oil from the FPSO concluded on February 6, 2025.

The project team mobilization efforts are on schedule and have significantly progressed, deploying the necessary workforce support vessels and equipment to facilitate the safe disconnection of the FPSO.

The vessel is planned to be wet towed to the shipyards in Dubai for refurbishment upon departure from the field.

Significant development drilling is expected to begin in 2026 after the FPSO is expected to return to service with meaningful additions to production from the main Baobab field in CI-40.

The PSC license in Cote d’Ivoire has a term expiring in April 2038.

The field has been developed with 24 subsea production wells and five water injector wells tied back to the FPSO.

At year end, all production wells were shut in as the FPSO was off station in dry dock.

Prior to shut in of the field, seven of these wells were in production, two were injecting and the other 20 were shut in.

We also own a 21.05% non-operated working interest in OML 145, a non-producing discovery located offshore of Nigeria that is not expected to be developed at this time.

In connection with the planned dry dock refurbishment, the Baobab FPSO ceased hydrocarbon production on January 31, 2025, with the final crude oil lifting in February 2025.

The vessel departed the field in late March 2025 for Dubai for the refurbishment work, which was completed in February 2026.

The Baobab FPSO has commenced mobilization back to Cote d’Ivoire and is expected to return to offshore Cote d’Ivoire by late March 2026, with field production expected to restart in the second quarter of 2026.

A rig has been secured for the planned development drilling program, which is expected to begin during the fourth quarter of 2026 following the FPSO’s return to service.

The drilling campaign is anticipated to bring meaningful additions to production from the main Baobab field in CI-40.

In February 2026, the Company became the operator with a 60% working interest in the Kossipo field on the CI-40 Block with a field development plan to be completed in the second half of 2026.

In March 2025, the Company farmed into the CI-705 block offshore Côte d’Ivoire as the operator with a 70% working interest and a 100% paying interest though a commercial carry arrangement with two other parties.

The CI-705 block is located in the Ivorian Basin, west of the Company’s CI-40 Block, where the Baobab and Kossipo oil fields are located.

The block’s first exploration period ends in May 2026.

Entering into the block’s second exploration period will require the commitment to reprocess seismic data and drill a well.

Canada Segment

During 2024, the properties in Canada produced approximately 870 MBoe or 12% of our total production.

For the year ended December 31, 2025, the properties in Canada produced approximately 667 MBoe or 11% of our total 2025 production.

Our Canadian production for the period was 32% crude oil, 36% natural gas and 32% NGLs.

We own production and working interests in Cardium light oil and Mannville liquids-rich gas assets in Harmattan, which is a core play in the Western Canadian Sedimentary Basis, and is located approximately 80 kilometers north of Calgary, Alberta.

These properties produce oil and associated natural gas from the Cardium zone and liquids-rich natural gas from zones in the Lower Mannville and Rock Creek formations at vertical depths of 2,000 to 2,600 meters.

The Harmattan property covers 49,100 gross acres of developed land and 28,900 gross acres of undeveloped land.

We also own a 100% working interest in a large oil battery and a compressor station where a majority of oil volumes are processed.

All gas is delivered to a third party non-operated gas plant for processing.

Under the Modernized Royalty Framework (the “MRF”) in Alberta, producers initially pay a flat royalty of 5% on production revenue from each producing well until payout, which is the point at which cumulative gross revenues from the

well equals the applicable drilling and completion cost allowance.

After payout, producers pay an increased royalty of up to 40% that will vary depending on the nature of the resource and market prices.

Once the rate of production from a well is too low to sustain the full royalty burden, its royalty rate is gradually adjusted downward as production declines, eventually reaching a floor of 5%.

Prior to the Canada Asset Divestment, we owned production and working interests in Cardium light oil and Mannville liquids-rich gas assets in Harmattan, which is a core play in the Western Canadian Sedimentary Basis, and is located approximately 80 kilometers north of Calgary, Alberta.

Prior to the Canada Asset Divestment, we also owned a 100% working interest in a large oil battery and a compressor station where a majority of oil volumes was processed.

All gas was delivered to a third party non-operated gas plant for processing.

Following the Canada Asset Divestment, the Company plans to wind down its subsidiary in Canada.

Equatorial Guinea Segment

We currently own a 60% working interest in an undeveloped portion of Block P offshore Equatorial Guinea where we are the designated operator.

In the event that there is commercial production from Block P, the Company is obligated to make a potential future payment of $6.8 million to the national oil company of Equatorial Guinea, who is a party to the Block P PSC.

In the event that there is commercial production from Block P, the Company is obligated to make a one-time potential future payment of $6.8 million to the national oil company of Equatorial Guinea, who is a party to the Block P PSC.

The Block P PSC provides for a development and production period of 25 years, commencing from the first oil production from Block P.

1 unchanged sentence

After further negotiations and the agreement on certain terms relating to the joint operations were reached, the EG MMH directed that activities relating to the Venus Plan of Development resume in August 2023.

These developments required a Third Amendment to the Joint Operating Agreement before proceeding.

The Third Amendment to the Joint Operating Agreement (“JOA”) was approved by all parties to the JOA, and the EG MMH in February 2024.

With the approval of the JOA, the work could commence on the engineering for the Venus Development to enable a Final Investment Decision (“FID”) on the Venus Development.

The 2024 amended budget was approved by all partners in May 2024, and then approval was requested from EG MMH.

At the end of the 30-day waiting period, the budget was deemed to be approved, and the corresponding Authorization for Expenditures was sent to all partners.

It was unanimously approved in June 2024, and the implementation of the FEED phase was initiated.

The project is on schedule and focuses on key areas of drilling evaluations, facilities design, market inquiries and metocean review.

The ultimate objective is to obtain an FID determination by the end of the second quarter of 2025.

These developments required a Third Amendment to the Joint Operating Agreement (“JOA”), which was approved by all parties to the JOA, and the EG MMH in February 2024.

In late 2024, work commenced on the Front End Engineering and Design (“FEED”) to enable a Final Investment Decision (“FID”) on the Venus Plan of Development.

In the second quarter of 2025, the Company completed the initial FEED study that confirmed the viability of the development concept and is currently evaluating alternative technical solutions which may deliver enhanced economic value.

We currently have an existing plan of development of the Venus field discovery on Block P, which focuses on key areas of drilling evaluations, facilities design, market inquiries and metocean review.

Production Sharing Contracts

Exploration and production activities of our assets in Gabon, Egypt, Cote d'Ivoire, and Equatorial Guinea are generally governed by PSCs.

Exploration and production activities of our assets in Gabon, Egypt, Cote d'Ivoire, Nigeria and Equatorial Guinea are generally governed by PSCs.

Our oil entitlement under the PSCs is generally the sum of cost oil, profit oil and excess cost oil, if applicable.

10 unchanged sentences

DRILLING ACTIVITY

The following table sets forth the total number of completed exploratory and development wells in 2024, 2023 and 2022 on a gross and net basis:

The drilling campaign in Egypt, which started in late 2024 and continued into 2025, contributed to consistent production growth.

In the fourth quarter of 2025, the Company commenced its Phase Three Drilling Program in Gabon with the drilling of one well in the Etame field.

After completing our drillings at the Etame platform, we expect to move the drilling rig to the SEENT and Ebouri platforms where we have several wells and workovers planned to enhance production and potentially add reserves.

Significant development drilling is also expected to begin in Cote d’Ivoire in the fourth quarter of 2026 after the FPSO returns to service following the completion of the rig refurbishment.

The following table sets forth the number of net exploratory and development wells drilled in the last three years:

2025 2024 2023

Productive Dry In Progress Productive Dry In Progress Productive Dry In Progress

Exploratory wells — — — — — — — — —

Productive — — — — — —

Dry — 2 2 — 2 2

In progress — — — — — —

Development wells — — 1 — — — — — —

Productive 6 18 9 6 18 7.4

Dry — — — — — —

In progress 1 — 1 1 — 1

Total wells 7 20 12 7 20 10.4

Exploratory wells 1 1 — — — — — 2 —

Development wells 16 — 1 2 — — 16 — —

Cote d'Ivoire

Exploratory wells — — — — — — — — —

Development wells — — — — — — — — —

Exploratory wells — — — — — — — — —

Development wells — — — 4 — 1 2 — —

See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations, Recent Operational Updates,” for additional description of Vaalco’s drilling and completion activities during the year ended December 31, 2025.

ACREAGE AND PRODUCTIVE WELLS

PRODUCTIVE WELLS

The following table sets forth information at December 31, 2025 relating to the productive wells in which we owned a working interest as of that date.

Gross wells are the total number of producing wells in which we have an interest, and net wells are the sum of our fractional working interests owned in gross wells.

Productive crude oil wells Productive natural gas wells

Gross Net Gross Net

Gabon 14 8.2 — —

Egypt 147 147 — —

Cote d'Ivoire 7 1.9 — —

Canada 70 68.3 54 51.1

Total Productive crude oil wells 238 225.4 54 51.1

The following table sets forth information as of December 31, 2025 relating to our leasehold acreage.

10 unchanged sentences

Term Extension Option

Gabon 2028 Two 5-Year Options

Etame Marin 2028 Two 5-year options

Niosi Marin 2029 3 years

Guduma Marin 2027 3-year and 2-year options

Merged Concession 2035 5 years

Western Desert 2027 —

Cote d'Ivoire 2028 10 years

Cote d'Ivoire

Block CI-40 2038 —

Block CI-705 2026 30-month and 24-month options

Equatorial Guinea 25 years from first oil production

(1) We are currently in negotiations with EGPC to extend the term of the Western Desert concession as we continue to evaluate our strategic options in the area.

For Canada, a significant portion of undeveloped acres is generally held by production by areas that are producing reserves.

At December 31, 2024, approximately 59% of Canada’s net undeveloped acreage (14,584 acres) has no expiration risk within the next three years (2025 through 2027).

The following table sets forth information at December 31, 2024 relating to the productive wells in which we owned a working interest as of that date.

Gross wells are the total number of producing wells in which we have an interest, and net wells are the sum of our fractional working interests owned in gross wells.

Productive crude oil wells Productive natural gas wells

Gross Net Gross Net

Gabon 14 8.2 — —

Egypt 130 130 — —

Cote d'Ivoire 7 1.9 — —

Canada 70 68.3 54 51.1

Total Productive crude oil wells 221 208.4 54 51.1

At December 31, 2025, approximately 67% of Canada’s net undeveloped acreage (15,102 acres) has no expiration risk within the next five years (2026 through 2030).

RESERVE INFORMATION

Estimated Reserves and Estimated Future Net Revenues

The tables below sets forth our estimated net proved reserve quantities for the year ended December 31, 2024.

The Gabon, Egypt and Cote d'Ivoire information was evaluated by the independent petroleum engineering firm, Netherland, Sewell & Associates, Inc.

Canada information was evaluated by the independent firm, GLJ Ltd.

The tables below set forth our estimated net proved reserve quantities for the year ended December 31, 2025.

Our reserves information was evaluated by the independent petroleum engineering firm, Netherland, Sewell & Associates, Inc.

Prior to 2025, reserves information for Canada was independently evaluated by GLJ Ltd.

The proved reserve quantities are calculated based on our NRI.

6 unchanged sentences

Cote d'Ivoire — — — —

Canada 1,480 10,490 1,744 4,972

1,179 9,059 1,329 4,018

Total proved developed reserves 14,643 9,059 1,329 17,482

3 unchanged sentences

Cote d'Ivoire 17,011 6,954 — 18,210

Canada 1,286 5,590 936 3,154

1,163 3,150 452 2,140

Total proved undeveloped reserves 23,325 10,104 452 25,501

1 unchanged sentence

(1) To convert Natural Gas to MBoe, MMcf is divided by 6 for Canada reserves, and MMcf is divided by 5.8 for Cote d'Ivoire reserves.

In accordance with the current SEC guidelines, estimates of future net cash flow from our properties and the present value thereof are made using the average of the first-day-of-the-month price for each of the twelve months of the year adjusted for quality, transportation fees and market differentials.

(2) Proved developed and proved undeveloped reserves in Canada attributed to assets held for sale as of December 31, 2025.

In accordance with the current SEC guidelines, estimates of future net cash flows from our properties and the present value thereof are made using the average of the first-day-of-the-month price for each of the twelve months of the year adjusted for quality, transportation fees and market differentials.

Such prices are held constant throughout the life of the properties except where such guidelines permit alternate treatment, including the use of fixed and determinable contractual price escalations.

For 2024 and 2023, the adjusted average prices of crude oil used for our reserves estimates were as follows:

For 2025 and 2024, the adjusted average prices used for our reserves estimates were as follows:

Year Ended December 31,

4 unchanged sentences

Canada $ 61.61 $ 69.12

For 2024 and 2023, the adjusted average prices for our reserves associated with natural gas and NGLs were as follows:

Year Ended December 31,

Cote d'Ivoire

Natural Gas ($/Mcf)

Natural Gas ($/Mcf) $ 0.95 $ 1.91

Ethane ($/Bbl) $ 3.52 $ 5.20

Propane ($/Bbl) $ 19.46 $ 20.18

Butane ($/Bbl) $ 30.68 $ 36.69

Condensates ($/Bbl) $ 69.59 $ 74.76

Cote d'Ivoire $ 2.77 $ 2.77

Canada $ 1.07 $ 0.95

Natural Gas Liquids ($/Bbl)

Ethane $ 2.90 $ 3.52

Propane $ 19.67 $ 19.46

Butane $ 25.88 $ 30.68

Condensates $ 62.44 $ 69.59

Standardized Measure

6 unchanged sentences

Cote d'Ivoire 232,625 124,143 —

Canada 47,107 72,363 153,150

27,771 47,107 72,363

Standardized measure of discounted future net cash flows $ 410,009 $ 379,400 $ 341,934

(1) Discounted future net cash flows in Canada attributed to assets held for sale as of December 31, 2025.

The information set forth in the tables includes revisions for certain reserve estimates attributable to proved properties included in preceding years’ estimates.

4 unchanged sentences

There are numerous uncertainties inherent in estimating quantities of proved reserves and in projecting future rates of production and timing of development expenditures, including many factors beyond our control.

Reserve engineering is a subjective process of estimating underground accumulations of crude oil, natural gas and NGLs that cannot be measured in an exact manner, and the accuracy of any reserve estimate is a function of the quality of available data and of engineering

and geological interpretation and judgment.

Reserve engineering is a

subjective process of estimating underground accumulations of crude oil, natural gas and NGLs that cannot be measured in an exact manner, and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment.

The quantities of crude oil, natural gas and NGLs that are ultimately recovered, production and operating costs, the amount and timing of future development expenditures and future crude oil, natural gas and NGLs sales prices may all differ from those assumed in these estimates.

1 unchanged sentence

Proved Undeveloped Reserves

Historically, we have reviewed on an annual basis all of our PUDs to ensure an appropriate plan for development exists.

Historically, we have reviewed on an annual basis all of our proved undeveloped reserves (“PUDs”) to ensure an appropriate plan for development exists.

The following table discloses our estimated PUD reserve activities:

2 unchanged sentences

Undeveloped reserves converted to developed reserves (1,172)

Acquisitions 15,670

Revisions 1,326

2 unchanged sentences

Our PUD reserves at December 31, 2025 increased by 1.4 MMBoe, primarily due to:

Acquisition — Acquisition of reserves of 15.7 MMBoe from the Svenska Acquisition.

Conversion to Proved Developed — Conversions of 0.1 MMBoe are attributable to our Egypt segment where one well was drilled, which was previously classified as PUDs was converted to proved developed producing (“PDP”) as part of the 2024 drilling program.

The Company spent approximately $11.4 million in 2024 to convert PUDs to PDPs in Egypt.

Revisions of Previous Estimates — We had positive revisions of 3.9 MMBoe primarily attributable to our Gabon segment due to increased recovery both from field performance and development activities, offset by negative revisions of 1.2 MMBoe in Canada.

Extensions and Discoveries — Extensions and discoveries of 0.4 MMBoe are primarily due to our Canada segment where the wells drilled in 2024 proved up areas surrounding the drilling locations and future drilling locations were added in that area.

Conversion to Proved Developed — Conversions of 1.2 MMBoe are attributable to our Egypt segment where we had four wells, which were previously classified as PUDs, were drilled and converted to proved developed producing (“PDP”) as part of the 2025 drilling program.

We also had one well in our Gabon segment, which was previously classified as PUD and was converted to PDP due to operational optimization where the reserves were confirmed to be accessible through existing infrastructure.

The Company spent approximately $19.0 million in 2025 to convert PUDs to PDPs.

Revisions of Previous Estimates — We had total net positive revisions of 1.3 MMBoe in 2025.

We had an increase of 1.9 MMBoe from our Cote d’Ivoire segment which includes increased recovery expectations from the upcoming Phase 5 drilling program supported by additional technical analysis.

We also had an additional total upward revision of 0.4 MMBoe due to future well performance expectations in Egypt and updates to the gas supply in Gabon.

These positive revisions were offset by negative revisions of 1.0 MMBoe in Canada due to wells that were not reasonably expected to be developed within the five-year timeframe in accordance with the SEC guidance.

Extensions and Discoveries — Extensions and discoveries of 1.2 MMBoe are associated with the drilling program in Gabon that extended the Etame Field and added new, proved undeveloped locations on the Company’s existing acreage in the Etame block.

As of December 31, 2025, we plan to drill all scheduled PUD locations within the next five years and within the five years following the initial disclosure of the PUDs as proved reserves.

All PUDs are tracked with respect to the year the reserves were initially booked to verify compliance.

The PUD schedule of the Company is reviewed and approved by management as part of our reserves control process and the schedule is also reviewed by our independent petroleum engineers.

Controls over Reserve Estimates

1 unchanged sentence

Compliance with these rules and regulations with respect to our reserves is the responsibility of the Technical & Reserves Committee of the Board of Directors (the “Technical & Reserves Committee”) and our reservoir engineer, who is our principal engineer.

Our principal engineer has over 30 years of experience in the crude oil and natural gas industry, including over 10 years as a reserve evaluator and trainer, and is a qualified reserves estimator, as defined by the Society of Petroleum Engineers’ standards.

Further professional qualifications include a Master’s degree in petroleum engineering and Texas Professional Engineering (PE) certification, extensive internal and external reserve training, and asset evaluation and management.

Our principal engineer has over 25 years of experience in the crude oil and natural gas industry, including over five years as a reserve evaluator and trainer, and is a qualified reserves estimator, as defined by the Society of Petroleum Engineers’ standards.

Further professional qualifications include degrees in geological engineering and petroleum engineering, with a Master’s

degree in petroleum engineering, extensive internal and external reserve training, and asset evaluation and management.

In addition, the principal engineer is an active participant in industry reserve seminars, professional industry groups and is a member of the Society of Petroleum Engineers.

The Technical & Reserves Committee meets periodically with senior management to discuss matters and policies related to reserves.

Our reserves estimation process involves methods generally accepted in the industry to assess our proved reserves, including production decline curve analysis methods, and may include volumetric methods, material balance methods, and reservoir simulation methods, or a combination of these methods, as well as taking into account economic parameters and considerations in finalizing these assessments, as appropriate.

Technical information used by us to assess our proved reserves estimates may include geological, geophysical, engineering and financial data as well as other relevant static and dynamic data.

In order to satisfy the requirements for establishing a reasonable certainty for proved reserves, including material increase in proved reserves estimates, we adopt field-tested repeatable and consistent reliable technologies, which may include, among others, logging, 3D and 4D seismic data, rock core analyses, static or dynamic pressure tests and production well testing, as appropriate.

Where appropriate analogous reservoirs are available, we will use analogous reservoir parameters to enhance the quality of our reserve assessment results so as to be consistent with the reliable results required for proved reserves assessment as specified in applicable SEC rules.

Our controls over reserve estimation include engaging and retaining qualified independent petroleum and geological firms with respect to reserves information.

1 unchanged sentence

Our independent reserve engineers prepare their own estimates of the reserves attributable to our properties.

The reserves estimates for our

Gabon, Egypt, Cote d'Ivoire and Canada assets shown herein have been independently evaluated by NSAI (Gabon, Egypt and Cote d'Ivoire), GLJ (Canada) and our Technical & Reserves Committee.

The reserves estimates for our Gabon, Egypt, Cote d'Ivoire and Canada assets shown herein have been independently evaluated by NSAI and our Technical & Reserves Committee.

Reserves estimates for Canada assets prior to 2025 had been independently evaluated by GLJ.

NET VOLUMES SOLD, PRICES, AND PRODUCTION COSTS

9 unchanged sentences

Cote d'Ivoire 111 — — 238 — — 77.36 — — 41.80

1,058 — — 1,223 — — 77.74 — — 31.08

Canada 214 1,449 212 214 1,449 212 61.65 1.78 20.12 12.68

3 unchanged sentences

Egypt 2,585 — — 2,585 — — 56.47 — — 19.64

Cote d'Ivoire (1)

1,058 — — 1,223 — — 77.74 — — 31.08

Canada 350 1,542 269 350 1,542 269 70.69 1.04 25.43 12.99

2 unchanged sentences

Gabon 3,197 — — 3,196 — — $ 79.80 $ — $ — $ 27.26

547 — — 547 — — 69.00 — — 21.84

72 396 73 93 335 63 79.56 4.00 36.12 9.33

Egypt 2,771 — — 2,771 — — 58.11 — — 19.77

Canada 334 1,528 270 334 1,528 270 71.88 1.93 26.58 11.02

Total 6,302 1,528 270 6,301 1,528 270 $ 69.84 $ 1.93 $ 26.58 $ 22.16

(1) Reflects sales and production costs from April 30, 2024 through December 31, 2024 related to the Svenksa Acquisition.

(2) Reflects sales and production costs from October 14, 2022 through December 31, 2022 related to the TransGlobe Acquisition.

(1) Reflects sales and production costs from April 30, 2024 through December 31, 2024 related to the Svenska Acquisition.

(2) The production volumes, average sales price, sales volumes and per Boe information are reported on NRI basis.

8 unchanged sentences

Stockholders may request a printed copy of these governance materials by writing to the Company Secretary, VAALCO Energy, Inc., 2500 CityWest Blvd., Suite 400, Houston, Texas 77042.

We intend to disclose updates or amendments to our Code of Ethics and Code of Ethics for the CEO and Senior Financial Officers on our website within four business days following the date of such update or amendment.

We intend to disclose updates, waivers or amendments to our Code of Ethics and Code of Ethics for the CEO and Senior Financial Officers on our website within four business days following the date of such update, waiver or amendment.

For the years ended December 31, 2025, 2024 and 2023, our revenue concentration by customer for each operating segment are shown on the table below.

4 unchanged sentences

Cote d'Ivoire 100% 87% and 13%

Canada 41%, 32% and 21% 52%, 37% and 7% 54%, 32% and 14%

Canada 51%, 20% and 15%

41%, 32% and 21%

52%, 37% and 7%

(1) For Cote d'Ivoire, reflects sales from April 30, 2024 through December 31, 2024 related to the Svenska Acquisition.

(2) For Egypt and Canada, reflects sales from October 14, 2022 through December 31, 2022 related to the TransGlobe Acquisition.

EMPLOYEES AND HUMAN CAPITAL RESOURCE MANAGEMENT

4 unchanged sentences

We believe our culture and commitment to our employees creates an environment that allows us to attract and retain our qualified talent, while simultaneously providing significant value to us and our stockholders by helping our employees attain their highest level of creativity and efficiency.

As of December 31, 2024, we had 230 full-time employees, 119 of whom were located in Gabon, 39 in Egypt, 11 in Canada, 1 in Cote d'Ivoire, 1 in Equatorial Guinea, 54 in Houston and 5 corporate employees based in London.

We also had 61 contractors in Gabon, 14 contractors in Egypt, 6 contractors in Canada and 24 contractors in Houston as of December 31, 2024.

We are not subject to any collective bargaining agreements, although some of the national employees in Gabon are members of the NEOP (National Organization of Petroleum Workers) union.

As of December 31, 2025, we had 281 full-time employees, 159 of whom were located in Gabon, 44 in Egypt, 11 in Canada, 1 in Cote d’Ivoire, 1 in Equatorial Guinea, 61 in Houston and 4 corporate employees based in the United Kingdom.

We also had 44 contractors in Gabon, 17 contractors in Egypt, 2 contractors in Equatorial Guinea, 2 contractors in Cote d’Ivoire, 5 contractors in the United Kingdom, 8 contractors in Canada and 24 contractors in Houston as of December 31, 2025.

We are not subject to any collective bargaining agreements, although some of the national employees in Gabon are members of the National Organization of Petroleum Workers union.

We believe relations with our employees are satisfactory.

12 unchanged sentences

In addition to this medical coverage, we offer eligible employees dental and vision coverage, health savings and flexible spending accounts, paid time off, employee assistance programs, voluntary short-term and long-term disability insurance and term life insurance.

Additionally, we

offer a 401(k) Savings Plan and Deferred Compensation Plan to certain employees.

Additionally, we offer a 401(k) Savings Plan and Deferred Compensation Plan to certain employees.

Certain employees receive additional compensation for working in foreign jurisdictions.

21 unchanged sentences

The crude oil, natural gas and NGLs industry is highly competitive.

Competition is particularly intense from other independent operators and from major crude oil, natural gas and NGLs companies with respect to acquisitions and development of desirable crude oil, natural gas and NGLs properties and licenses, and contracting for drilling equipment.

Competition is particularly intense from other independent operators and from major crude oil, natural gas and NGLs companies with respect to acquisitions and

development of desirable crude oil, natural gas and NGLs properties and licenses, and contracting for drilling equipment.

There is also competition for the hiring of experienced personnel.

6 unchanged sentences

These companies may also be better able to absorb the burdens resulting from changes in relevant laws and regulations, which may adversely affect our competitive position.

Our ability to generate reserves in the

future will depend on our ability to select and acquire suitable producing properties and/or develop prospects for future drilling and exploration.

Our ability to generate reserves in the future will depend on our ability to select and acquire suitable producing properties and/or develop prospects for future drilling and exploration.

For protection against financial loss resulting from various operating hazards, we maintain insurance coverage, including insurance coverage for certain physical damage, blowout/control of a well, comprehensive general liability, worker’s compensation and employer’s liability.

23 unchanged sentences

These include (i) the requirement for foreign producers and explorers applying for an exclusive development and production authorization to conduct their operations in Gabon through a company incorporated in Gabon rather than through branches of entities incorporated in other jurisdictions;

Monetary Community (“CEMAC”) or a Gabonese bank or financial institution subject to the Central African Banking Commission, which supervises banks and financial institutions licensed to operate in CEMAC countries, within one year after the entry into force of the 2019 Hydrocarbons Law.

PSCs entered into between independent contractors and the State of Gabon since the implementation of the 2019 Hydrocarbons Law must include a clause providing that participation by the State of Gabon cannot exceed a 10% participating interest in the operations, to be carried by the contractor.

and (ii) the obligation for all companies undertaking hydrocarbon activities to domicile their site rehabilitation funds with the Bank of Central African States, which is the Central African Economic and Monetary Community (“CEMAC”) or a Gabonese bank or financial institution subject to the Central African Banking Commission, which supervises banks and financial institutions licensed to operate in CEMAC countries, within one year after the entry into force of the 2019 Hydrocarbons Law.

PSCs entered into between independent contractors and the State of Gabon (“State”) since the implementation of the 2019 Hydrocarbons Law must include a clause providing that participation by the State cannot exceed a 10% participating interest in the operations, to be carried by the contractor.

Under the 2019 Hydrocarbons Law, the direct or indirect assignment of a Contractor’s rights or obligations to third parties (non affiliates) under the PSC is subject to approval of the Minister of Petroleum.

4 unchanged sentences

Further, it also provides that the State of Gabon may acquire an equity stake of up to 10%, at market value, in an operator applying for or already holding an exclusive development and production authorization.

Of critical note, the Government of Gabon announced in October 2025 its intention to replace the current 2019 Hydrocarbons Law with a new dual legal framework, comprising separate Oil and Gas Codes.

This new legislation, expected to be implemented during the third quarter of 2026, aims to enhance transparency, improve fiscal terms, and provide greater legal clarity for investors in the Gabonese oil and gas sector.

While existing contracts are generally expected to be honored under transitional provisions, any future renewals, extensions, or new agreements will be subject to the provisions of this forthcoming framework, which could introduce changes to current operating conditions, fiscal regimes, and regulatory requirement.

Laws and Regulations

The Egyptian Ministry of Petroleum and Mineral Resources (“MOP”) is the ministerial governmental authority responsible for the regulation and development of the oil and gas industry in Egypt.

Certain government agencies (“government entities”) have been set up to help the MOP achieve its objectives.

Certain government entities have been set up to help the MOP achieve its objectives.

Under the Egyptian Constitution, all oil and gas resources are under the control of the State of Egypt.

40 unchanged sentences

Oil and gas activities are subject to exchange control regulations applicable within the West African Economic and Monetary Union, which is an organization of West African states established to promote economic integration among countries that share the CFA franc as a common currency, and the Economic Community of West African States, a regional group of West African nations created to promote economic integration across the region.

The main regulatory oversight bodies in Cote d'Ivoire include, among others, the Ministry of Mines, Petroleum and Energy, the Direction Générale des Hydrocarbures, the Department of Hydrocarbons, and Société Nationale d'Opérations Pétroliéres de la Cote d'Ivoire, the national oil company for oil and gas operations.

The main regulatory oversight bodies in Cote d'Ivoire include, among others, the Ministry of Mines, Petroleum and Energy, the Direction Générale des Hydrocarbures, and Société Nationale d'Opérations Pétroliéres de la Cote d'Ivoire (PETROCI), the national oil company for oil and gas operations.

The Petroleum Code requires abandonment and rehabilitation obligations to be included in the Petroleum Contracts.

3 unchanged sentences

An impact assessment by the Impact Assessment Agency and a determination by the Cabinet that a pipeline project is in the public interest will also likely be required under the Impact Assessment Act (Canada)(“IAA”).

Certain oil and gas projects were subject to federal environmental assessments prior to the Supreme Court of Canada finding the “designated projects” component of the IAA to be unconstitutional in a judgment

released on October 13, 2023.

The federal government has yet to introduce legislative changes to the IAA clarifying the scope of federal environmental assessments following the Supreme Court of Canada’s ruling.

On October 13, 2023, the Supreme Court of Canada found the “designated projects” component of the IAA to be largely unconstitutional, ruling that it exceeded federal legislative jurisdiction.

In response, the federal government introduced and passed legislative amendments to the IAA, and one of such amendments came into force on June 20, 2024.

The amended IAA aims to align the legislation with the Supreme Court’s decision by focusing on areas of clear federal jurisdiction for impact assessments.

The Alberta Energy Regulator (“AER”) is the primary regulator of resource development in Alberta.

1 unchanged sentence

AER regulatory approval is required for all oil and natural gas projects or activities in Alberta.

An environmental impact assessment under the Environmental Protection and Enhancement Act (Alberta) will also likely be required.

In addition to conducting project approvals, the AER regulates the lifecycle of projects and performs ongoing monitoring of oil and gas projects to ensure compliance with standards and conditions set out in the licenses and approvals it issues and in the AER directives and regulations.

2 unchanged sentences

The federal government enacted the Greenhouse Gas Pollution Pricing Act (Canada) (the “GGPPA”), which came into force on January 1, 2019.

One component of this regime is an emissions trading system for large industry.

While the GGPPA previously included a fuel charge, Regulations Amending Schedule 2 to the GGPPA and the Fuel Charge Regulations (SOR/2025-107) effectively removed the fuel charge by setting applicable rates to zero, effective April 1, 2025.

The federal government intends to permanently repeal the fuel charge framework under Part 1 of the GGPPA, refocusing federal carbon pollution pricing requirements on industrial emissions.

One component of the GGPPA regime that remains is an emissions trading system for large industry (the Output-Based Pricing System).

The GGPPA allows provinces to develop their own carbon pollution pricing systems that meet the minimum federal benchmark, failing which the federal carbon pollution pricing system applies.

Alberta’s Technology Innovation and Emissions Reduction Regulation (“TIER”) regulates emissions of heavy industry in line with federal standards and has since been amended broadening the scope of “large emitters” subject to TIER and strengthening facility specific benchmarks, among other things.

Alberta’s Technology Innovation and Emissions Reduction Regulation (“TIER”) regulates emissions of heavy industry in line with federal standards.

TIER was significantly amended on December 3, 2025, through Order in Council 369/2025.

Key changes include the introduction of investment credits as a new compliance pathway, allowing facilities to meet up to 90% of their compliance obligation through direct investments in on-site emission reductions.

The amendments also provide flexibility for smaller emitters to opt out of the TIER system for 2025.

The TIER fund price was frozen at C$95/tonne in May 2025, and the regulation's automatic review and expiry dates have been extended to December 31, 2030, and December 31, 2035, respectively.

The Government of Alberta also enacted the Methane Emission Reduction Regulation (Alberta), which, in line with AER Directive 060:

Upstream Petroleum Industry Flaring, Incinerating, and Venting and AER Directive 017:

Measurement Requirements for Oil and Gas Operations sets vent gas limits for methane per month, which are monitored through the collection of representative measuring data.

Measurement Requirements for Oil and Gas Operations, sets vent gas limits for methane per month, monitored through representative measuring data.

Furthermore, the federal government announced new enhanced oil and gas methane regulations on December 16, 2025, expected to take effect in January 2028, with a target to reduce methane emissions by at least 75% below 2012 levels by 2030.

In Canada, there is a general presumption against the retroactive application of legislation absent an express statutory statement to the contrary.

10 unchanged sentences

The Hydrocarbons Law contains provisions on a number of aspects concerning exploration and production operations and contracts, such as national content obligations, unitization, transfers and abandonment.

The EG MMH, which is currently the appointed EG Petroleum Ministry, has been exercising the powers contained within the Hydrocarbons Law.

The EG MHMD, which is currently the appointed EG Petroleum Ministry, has been exercising the powers contained within the Hydrocarbons Law.

Equatorial Guinea enforces national content regulations, established under its Hydrocarbons Law, with the primary goal of maximizing local participation and economic benefits from its oil and gas sector.

Furthermore, they aim to increase the domiciliation of materials, equipment, and services within the country, fostering technology transfer and curbing capital outflow.

Specific obligations also include the registration of all sector companies with the Ministry and the construction of prestigious office buildings by contractors after a commercial discovery.

In a move to bolster investor confidence and increase foreign investment, the Government of Equatorial Guinea passed Decree No.

100/2024 in early 2025.

This decree introduces key regulations for the enforcement of judicial rulings against oil companies operating within the country, aiming to ensure procedural consistency and fairness in the execution of judgments.

It reflects the government's commitment to safeguarding national interests while maintaining an attractive and predictable environment for international investors.

ENVIRONMENTAL REGULATIONS

Our operations are subject to various federal, state, local and international laws and regulations, including laws and regulations in Gabon, Egypt, Cote d'Ivoire, Canada and Equatorial Guinea, governing the discharge of materials into the environment or otherwise relating to environmental protection or pollution control.

Our operations are subject to various federal, state, local and international laws and regulations, including laws and regulations in Gabon, Egypt, Cote d'Ivoire, Canada (prior to the Canada Asset Divestment), Nigeria and Equatorial Guinea, governing the discharge of materials into the environment or otherwise relating to environmental protection or pollution control.

The cost of compliance could be significant.

2 unchanged sentences

We also are subject to various environmental permit requirements.

Some environmental laws and regulations may impose strict liability, which could subject us to liability for conduct that was lawful at the time it occurred or joint and several liability, which could subject us to liability for conduct or conditions caused by prior operators or third parties.

Some environmental

laws and regulations may impose strict liability, which could subject us to liability for conduct that was lawful at the time it occurred or joint and several liability, which could subject us to liability for conduct or conditions caused by prior operators or third parties.

To the extent laws are enacted or other governmental action is taken that prohibits or restricts drilling or imposes environmental protection requirements that result in increased costs to the crude oil, natural gas and NGLs industry in general, our business and financial results could be adversely affected.

7 unchanged sentences

The Paris Agreement is effectively a successor agreement to the Kyoto Protocol treaty, an international treaty aimed at reducing emissions of GHG, to which various countries and regions are parties.

On January 20, 2025, the US President signed an executive order to withdraw the United States from the Paris Agreement for the second time.

On January 20, 2025, the US President signed an executive order to withdraw the United States from the Paris Agreement for the second time, with the withdrawal taking effect in January 2026.

Such executive order could impact the SEC’s adopted new rules requiring public companies to disclose extensive climate-related information in their SEC filings, which the SEC voluntarily stayed followed a number of petitions for review filed against the SEC that were consolidated before the US Court of Appeals for the Eighth Circuit.

7 unchanged sentences

Given the political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation, including the Paris Agreement and any related GHG emissions targets, potential prices on carbon emissions, incentives to use renewable forms of energy or other requirements, will affect our financial condition and operating performance.

Apart from any new legal developments, increased awareness and any

adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation, restrict our access to capital or impact the marketability of crude oil, natural gas and NGLs.

Apart from any new legal developments, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in our industry could harm our reputation, restrict our access to capital or impact the marketability of crude oil, natural gas and NGLs.

In addition, the potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate.

5 unchanged sentences

019/2021 of September 13, 2021 on Climate Change, which ratification law has been published in the Official Gazette, with the objective of complying with the Paris Agreement (the "Ordinance on Climate Change").

The Ordinance on Climate Change particularly aims to:

The Ordinance on

Climate Change particularly aims to:

(a) provide a framework for targets to be set for controlling and reducing emissions and for increasing GHG absorption in the national climate change strategy and the national plans for climate change adaptation and mitigation;

11 unchanged sentences

Egypt Vision 2030”, the “Integrated Sustainable Energy Strategy 2035” and its “National Climate Change Strategy 2050”.

Egypt was also host to the United Nations Climate Change Conference-COP27, during which the role of the oil and gas sector was the highlight of the “Decarbonization Day” thereof.

Egypt hosted the United Nations Climate Change Conference-COP27, during which the role of the oil and gas sector was the highlight of the “Decarbonization Day” thereof.

Egypt submitted in June 2023 a revised Nationally Determined Contribution (“NDC”) to the United Nations Development Programme, focusing on Egypt’s commitment to reduce emissions by 65% in the oil and gas sector (1.7 Mt CO2e) by 2030, increasing renewable energy capacities and alternative energy (including natural gas) sources to generate 42% of electricity by 2035, and increased policy actions and measures across key sectors including the oil and gas sector.

20 unchanged sentences

With regards to our development operations offshore West Africa, we are a member of Oil Spill Response Limited (“OSRL”), a global emergency and crude oil spill-response organization headquartered in London.

OSRL has aircraft and equipment available for dispersant application or equipment transport, including various boom systems that can be used for offshore and shoreline recovery operations.

OSRL has aircraft and equipment available for dispersant application or equipment transport, including various boom systems that can be used for

offshore and shoreline recovery operations.

In addition, VAALCO has a Tier 1 spill kit in-country for immediate deployment if required.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business