GeoPark Ltd

GeoPark's $622M Frontera Colombia acquisition was outbid by Parex ($750M) and terminated March 10, 2026 — Colombia consolidation strategy materially disrupted

GeoPark signed a definitive agreement on January 30, 2026 to acquire 100% of Frontera Energy's Colombian E&P business (Frontera Petroleum International Holdings B.V.) for $375M equity consideration plus $25M contingent payment, implying $622M firm value including assumed debt ($310M notes + $80M Chevron prepayment facility). Parex submitted a competing offer of approximately $750M firm value on February 23, 2026. Frontera terminated its agreement with GeoPark on March 10, 2026 and entered the Parex agreement.

Parex Resources (Canada) holds 11.8% of GeoPark and has nominated 6 board directors for 2026 AGM in an active proxy fight

Parex Resources Inc. (TSX/NYSE: PXT), a Canadian E&P company, submitted an unsolicited $9.00/share all-cash bid for GeoPark in September 2025 (total enterprise value ~$940M). GeoPark board unanimously rejected. Parex disclosed a 6,085,086-share stake (11.8%) via Schedule 13D on October 29, 2025. Following Frontera deal interference and board rejection, Parex nominated 6 independent director candidates for the 2026 AGM on February 20, 2026, sufficient to constitute a board majority.

Jaime Gilinski controls ~25.8% of GeoPark through two offshore vehicles: Colden Investments S.A. (Panama) and Spaldy Investments Limited (BVI)

Colden Investments S.A., a Panama sociedad anonima whose sole shareholder and UBO is Jaime Gilinski, purchased 12,876,053 newly issued GeoPark common shares at $8.31/share ($107M total). Separately, Spaldy Investments Limited, a BVI company also wholly owned by Gilinski, purchased 200,000 shares in the open market. Between March 13–19 Colden acquired an additional ~3M shares in the open market at $9.49–$10.19/share. Combined beneficial ownership as of March 19, 2026: ~16,663,243 shares (~25.8%).

GeoPark board rejected $9.00/share hostile offer but accepted $8.31/share dilutive PIPE — potential fiduciary tension magnified by Frontera deal collapse

GeoPark's board rejected Parex's $9.00/share cash offer (Q4 2025) as 'undervalued,' then approved a 20% dilutive PIPE at $8.31/share to Colden Investments S.A. eight weeks later. The PIPE price is 7.7% below the rejected hostile offer. The Frontera acquisition (signed Jan 30, 2026) subsequently collapsed (terminated Mar 10, 2026), removing the primary organic-growth justification for rejecting the $9 bid. The board's sequence of actions — rejecting a higher offer, then accepting a lower-priced dilutive transaction with a friendly anchor — raises potential Revlon/fiduciary duty concerns that Parex's proxy fight will likely exploit.

Fourth Sail Capital LP (Grand Cayman) holds 4.18% of GeoPark as passive investor across two Cayman-domiciled funds; position being trimmed

Fourth Sail Capital LP, a Grand Cayman-based investment fund, filed Schedule 13G/A on March 23, 2026 disclosing 4.18% aggregate ownership: Fourth Sail Long Short holds 2,411,154 shares; Fourth Sail Discovery holds 288,831 shares. The position has been trimmed (-11.52% recent change per Fintel data). Fourth Sail acquired its initial position at approximately $6.56/share in September 2024. At $9.62/share as of the filing, the position represents a ~46% gain.

Annual PSU/RSU grants awarded March 26, 2026 (first cycle visible under Section 16); CEO grant: 199,722 PSUs + 44,382 RSUs; no dispositions detected

CEO Felipe Bayon received 199,722 PSUs and 44,382 RSUs in the March 26, 2026 annual grant, bringing his post-grant total to 348,045 PSUs and 127,343 shares. CFO Caballero-Uribe: 65,622 new PSUs + 14,583 RSUs (total: 141,539 PSUs + 66,454 shares). COO Terrado: 68,475 new PSUs + 15,217 RSUs (total: 183,756 shares including 24,745 RSUs). Chief E&D Dalle Fiore: 57,062 new PSUs + 12,681 RSUs (total: 48,396 shares including 39,034 RSUs). CPO Wisky: 54,209 new PSUs + 12,047 RSUs (total: 70,314 shares + 124,922 PSUs/RSUs). All PSUs vest on TSR thresholds; RSUs vest with continued employment.

GeoPark structure includes 2 BVI vehicles (Amerisur Exploración, Fenix O&G) and 2 Panama holdcos (GPK Panama S.A., GPRK Holding Panama S.A.) with undisclosed purposes in Exhibit 8.1

GeoPark's Exhibit 8.1 from the FY2024 Form 20-F (filed 2025-04-02) discloses the following offshore/opaque-jurisdiction subsidiaries: (1) Amerisur Exploración Colombia Limited (BVI) — holds Colombian exploration blocks via BVI structure, routes through Colombian branch; (2) Fenix Oil & Gas Limited (BVI) — same BVI-to-Colombia-branch pattern; (3) GPK Panama S.A. (Panama) — purpose not described; (4) GPRK Holding Panama S.A. (Panama) — likely intermediate holdco; (5) GeoPark Colombia S.A.S. Sucursal Panama (Panama branch of Colombian opco); (6) GeoPark Colombia S.L.U. (Spain). Parent is Bermuda-incorporated.

Parex Resources submitted $9.00/share hostile acquisition offer September 4, 2025; GeoPark Board unanimously rejected October 29, 2025; Parex halted negotiations December 9, 2025 then nominated 6 directors for 2026 AGM

Parex Resources Inc. (TSX:PXT, Canadian company) submitted a $9.00/share all-cash non-binding offer on September 4, 2025. GeoPark rejected it unanimously October 29, 2025, citing the Vaca Muerta acquisition and growth prospects. Parex stated it was 'unwilling to increase its offer above $9.00.' Parex announced 'pencils down' December 9, 2025. GeoPark's stock appreciated ~33% since the original $9.00 offer and ~15% after Parex's December withdrawal. Parex then nominated 6 directors for the 2026 AGM — sufficient to constitute a board majority on GeoPark's 9-member board — announced February 23, 2026.

Colden Investments S.A. (Gilinski) binding voting commitment: must vote ~25.8%+ of GeoPark shares with board recommendations on director elections for next two AGMs (2026 and 2027)

Section 4.5 of the Share Purchase Agreement (6-K filed 2026-03-06, acc: 0000950103-26-003375) contractually obligates Colden Investments S.A. and all Affiliates to vote all Beneficially Owned Common Shares 'in the same manner as recommended by the Board with respect to the election or removal of directors' from Closing until the second AGM after March 5, 2026 (i.e., through 2027 AGM). Colden and Affiliates must also attend to ensure quorum. As of March 20, 2026 SC 13D/A #2, Gilinski group controls 16,463,243 (Colden) + 200,000 (Spaldy) = 16,663,243 shares (~25.8% of 64,625,278 outstanding). This locked block makes Parex's 6-director majority slate arithmetically improbable: Parex would need approximately 67%+ of the remaining float (~47.96M shares) to win board majority.

GeoPark Board unilaterally amended Rights Agreement and appointed Gilinski board member without shareholder vote, raising governance concerns

Simultaneous with the March 5, 2026 PIPE: (1) The Board amended the Rights Agreement (Computershare Trust Company as rights agent) to exempt Colden from triggering 'Acquiring Person' status up to 32% of shares — no shareholder vote. (2) Gabriel Gilinski appointed to Board filling a vacancy effective immediately — no shareholder vote. At Colden's 20% ownership, Colden is entitled to nominate 2 directors; at 28%+, a third. The Board must maintain majority of independent directors. These structural changes embed Gilinski influence into board composition and poison pill architecture before shareholders can respond. The board retains discretion to approve Colden's going above 32%.

Gilinski PIPE explicitly targets Venezuela oil access; GeoPark is not on OFAC's authorized operator list under February 2026 Venezuela General Licenses

The Gilinski PIPE transaction explicitly identified Venezuela oil access as a strategic objective. GeoPark's press release states: 'Venezuela may warrant renewed review and prioritization as the rapidly evolving conditions in the country could position it as a strategic opportunity for GeoPark.' OFAC issued Venezuela General Licenses (GL-49 and GL-50) in February 2026 authorizing limited upstream activities — but the named authorized operators are BP, Chevron, Eni, Maurel & Prom, Repsol, and Shell. GeoPark is not listed. Direct Venezuela E&P operations would require either a new specific OFAC authorization or acquisition of an authorized entity.

GeoPark HFIA wave: 18 Section 16 filings (13 Form 3 + 5 Form 4) filed March 18–26, 2026; no insider sales; annual equity awards made March 26

13 Form 3 filings and 5 Form 4 filings submitted between 2026-03-18 and 2026-03-26. 8 Form 3s filed on the HFIA effective date itself. No reporting person disclosed indirect holdings through offshore trusts or control vehicles — all positions reported as direct ownership. Annual equity grants (PSUs + RSUs) made March 26, constituting the first award cycle subject to Section 16 real-time disclosure.

Gabriel Gilinski (director, Grupo Gilinski) filed Form 3 on March 24 — within HFIA window but 6 days after effective date; last to file among 13 reporting persons

Gabriel Gilinski filed his Form 3 initial beneficial ownership statement on March 24, 2026 — 6 days after the HFIA effective date of March 18. He became a director on approximately March 5, 2026 when the Gilinski PIPE closed. Under HFIA transition rules, directors who held office before the March 18 effective date had 10 calendar days to file (deadline March 28). His filing was therefore within the window but meaningfully late relative to the other 12 filers who met the effective date. Gabriel Gilinski is Jaime Gilinski's son, serves as a Grupo Gilinski investment platform director, and chairs the board of Grupo Nutresa (Colombia's largest food company).

Colden Investments S.A. (Panama, Jaime Gilinski sole UBO) acquired 12,876,053 GeoPark shares for $107M at $8.31/share via PIPE, becoming 19.9% largest shareholder

GeoPark executed a PIPE with Colden Investments S.A. on March 5, 2026. Colden is a Panama sociedad anónima with principal address MMG Tower, Piso 26, Ave. Paseo del Mar, Costa del Este, Panama. Jaime Gilinski is sole shareholder and ultimate beneficial owner. The investment was led by Jaime and Gabriel Gilinski. Gabriel Gilinski immediately filled a vacancy on the Board. Rights Agreement was amended to exempt Colden from 'Acquiring Person' status up to 32% of shares. Board can nominate up to 2 Colden-designated directors at 20%+ ownership; 3rd director at 28%+.

Gilinski group accelerated open-market accumulation post-PIPE: from 19.9% to 25.8% in 15 days, acquiring 3.8M additional shares and approaching 28% board-seat threshold

After the March 5 PIPE close (12,876,053 Colden shares), the Gilinski group filed two SC 13D/A amendments revealing rapid open-market buying. By March 20: Colden holds 16,463,243 shares (grew by 3,587,190 via open market); Spaldy Investments Limited (BVI entity also solely owned by Jaime Gilinski) bought 200,000 shares at $8.78-$8.85 on March 9. Total group: 16,663,243 shares = 25.8%. The 28% threshold (18,095,077 shares) triggering a third board seat is 1,631,834 shares away. Open-market buying at current pace could cross this threshold before the AGM proxy record date.

Gilinski PIPE investment thesis explicitly names Venezuela as a strategic priority for GeoPark, raising OFAC sanctions exposure

The March 5, 2026 press release (Item 1 of 6-K acc: 0000950103-26-003375) states: 'Grupo Gilinski believes Venezuela may warrant renewed review and prioritization as the rapidly evolving conditions in the country could position it as a strategic opportunity for GeoPark.' The Share Purchase Agreement recitals specify a shared vision of 'more than 250 mboe per day and more than US$2.5 billion EBITDA over 2026 to 2035' including 'potential access in Venezuela.' Venezuela's oil sector remains under US OFAC sanctions (EO 13850 and subsequent designations). Any entry by GeoPark (NYSE-listed) would require OFAC licensing. Jaime Gilinski has extensive Latin American financial sector exposure including Metro Bank UK recapitalization and Grupo Nutresa (Colombia).

HFIA created first-ever Section 16 visibility for 13 GeoPark insiders including CEO Bayon, CFO Caballero-Uribe, and Gilinski board appointee Gabriel Gilinski; 5 Form 4s show RSU/PSU compensation grants

Following the HFIA effective date of March 18, 2026, GeoPark filed 9 Form 3s on March 18, 3 on March 20, and 1 on March 24 (Gabriel Gilinski). Form 3 filers: Brian F Maxted, James Franklin Park, Sylvia Escovar Gomez, Robert A Bedingfield, Felipe Bayon (CEO), Jaime Eduardo Caballero-Uribe (CFO), Rodolfo Martin Terrado, Agustina Susana Wisky, Fiore Rodrigo Andres Dalle, Marcela Vaca-Torres, Carlos Enrique Macellari, Constantin Papadimitriou (101,110 shares), Gabriel Gilinski (0 direct, indirect via Colden/Spaldy). Five Form 4s filed March 26 (transaction date March 24) for Bayon (+44,382 shares, +199,722 PSUs, total 127,343 direct), Caballero-Uribe (+14,583 shares, +65,622 PSUs, total 66,454), Terrado (+15,217 shares, +68,475 PSUs, total 183,756), Wisky (+12,047 shares, +54,209 PSUs, 70,314 direct + 136,194 indirect via Seven Gates Ltd), Dalle Fiore (+12,681 shares, +57,062 PSUs, 48,396). All acquisitions at $0.00 = compensatory RSU vesting.

Agustina Susana Wisky (senior GeoPark executive) holds 136,194 shares indirectly via Seven Gates Ltd — offshore vehicle first visible under HFIA

Form 4 filed 2026-03-26 (acc: 0000950103-26-004700) for Agustina Susana Wisky shows 70,314 shares held directly and 136,194 shares held indirectly 'By: Seven Gates Ltd [F3]'. The [F3] footnote designation in SEC forms typically indicates the jurisdiction code for BVI (British Virgin Islands) or similar offshore domicile. Seven Gates Ltd was not previously visible in any GeoPark filing. The 136,194 indirect shares represent the economically significant position — nearly double her direct holdings. Additional RSU grants of 12,047 shares and 54,209 PSUs were made on March 24, 2026.