GeoPark Announces Strategic Investment by Grupo Gilinski to Accelerate Long-term Growth Strategy

Key Terms

private investment in public equity (pipe) financial

A private investment in public equity (PIPE) is when a publicly traded company sells new shares or instruments that can become shares directly to a small group of private investors instead of through the open market. Think of it like a company taking a private loan from a few investors rather than holding a big public sale; it raises cash fast but can dilute existing owners and signal either financial need or strong backing by informed investors.

lock-up period financial

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

independent directors regulatory

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

shareholder rights plan regulatory

A shareholder rights plan is a board-approved defense that makes an unsolicited takeover harder by triggering measures—such as issuing extra shares or special rights—if one investor accumulates a large stake without board approval. Think of it as a temporary roadblock that protects existing management and gives the company time to seek better offers. It matters to investors because it can affect share price, takeover chances, and whether a competing buyer can quickly buy control.

Investment Reflects Confidence in Geopark’s Assets, Team and Vision

Further Enhances Financial Flexibility and Brings Additional Value Creation Expertise to the Company

BOGOTA, Colombia--(BUSINESS WIRE)-- GeoPark Limited (“GeoPark” or the “Company”) (NYSE: GPRK), a leading independent energy company with over 20 years of successful operations across Latin America, today announced a strategic private investment in public equity (PIPE) transaction with Colden Investments S.A. (“Colden”), an affiliate of Jaime Gilinski, who leads one of Latin America’s most diversified global investment groups (“Grupo Gilinski”). The investment was led by Jaime and Gabriel Gilinski.

Under the agreement, Colden invested approximately $107 million to acquire 12,876,053 newly issued common shares of GeoPark at a price of $8.31 per share¹. The closing of the transaction results in Colden holding approximately 20% of GeoPark’s outstanding common shares² and becoming the largest shareholder of the Company.

Shared Vision to Build a Leading Independent Energy Platform in Latin America

The investment by Colden reflects alignment with and endorsement of GeoPark’s strategic ambition: to become the leading independent oil and gas platform in Latin America through disciplined organic and inorganic growth, building on the platform and reputation created by GeoPark over 23 years of operation. The investment also reflects confidence in the value generation potential of the Latin American energy space, including Colombia consolidation, Vaca Muerta scale-up and potential access in Venezuela, while preserving flexibility to pursue other emerging opportunities. The outcomes sought are superior shareholder returns, supported by scale, resilience, technical excellence, capital discipline and culture, underpinned by non-negotiable standards on safety, integrity, compliance, environmental stewardship, communities, and regulatory responsibility.

Following the decisive actions taken by GeoPark’s Board and leadership over the past year to increase the Company’s scale, enhance its growth profile and build a more resilient and diversified platform, GeoPark received interest from investors evaluating meaningful ownership positions.

Grupo Gilinski has followed GeoPark’s strategic evolution over time and approached the Company expressing conviction in GeoPark’s long-term ambition and regional growth potential. The Board determined that the Gilinskis demonstrated strong alignment with GeoPark’s growth roadmap and governance principles in connection with their investment, establishing Grupo Gilinski as the right long-term partner for the Company’s next phase, with capabilities and expertise that extend beyond the capital provided through this PIPE.

1 GeoPark’s share price as of February 27, 2026.
2 New shares of common stock outstanding: 64,625,278.

Strategic Rationale of Grupo Gilinski

Grupo Gilinski sees GeoPark as a well-positioned regional platform with an established operational footprint in Colombia and a growing presence in Argentina. The Company’s track record of disciplined execution, technical expertise and capital allocation provides a strong foundation for continued consolidation and organic development in its core markets.

In Colombia, Grupo Gilinski recognizes opportunities to further strengthen GeoPark’s position through bolt-on acquisitions, increased working interests in existing blocks and continued development of underexplored acreage. In Argentina, the advancing development of the Vaca Muerta formation represents a meaningful component of the Company’s medium-term growth outlook, supported by GeoPark’s operational capabilities and regional experience.

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. GeoPark’s regional operating experience and technical capabilities ideally position the Company to evaluate such opportunities responsibly should market conditions and regulatory frameworks continue to evolve favorably.

A Strategic Investor with a Proven Value Creation Track Record

Grupo Gilinski is one of Latin America’s most diversified global investment groups. Its investment experience includes:

• Active ownership positions in financial services, food, media, real estate and consumer businesses in Latin America and Europe.
• Experience supporting transformation and recapitalization processes in regulated institutions.
• Participation in cross-border capital markets transactions and governance oversight of publicly listed companies.

The Group has been involved in the transformation of Grupo Nutresa and in the recapitalization and restructuring of Metro Bank in the United Kingdom, among other transactions. In both instances, they acted as a decisive, constructive, long-term partner, providing capital, governance support and strategic oversight at critical inflection points, which ultimately generated meaningful value for all shareholders.

This transaction represents an important evolution in GeoPark’s ownership profile, introducing aligned and committed long-term institutional capital while preserving the Company’s diverse shareholder base and supporting GeoPark’s goal of maximizing value for all shareholders.

Governance Structure Reinforces Strategic Independence and Shareholder Protection

The transaction has been structured to ensure alignment with GeoPark’s long-term strategy while preserving strategic independence. The agreement includes:

• An 18-month lock-up period commitment, during which Colden cannot sell its shares.
• Approval rights over certain matters as long as Colden maintains a 15% minimum ownership stake.
• Ownership limitations for the next 12 months, requiring Board approval for any increase in ownership above 32% of shares outstanding.

Under the terms of the agreement, at its current 20% ownership level, Colden is entitled to nominate two directors to GeoPark’s nine-member Board, subject to customary corporate governance procedures in accordance with applicable law and NYSE listing standards. Should Colden’s ownership increase to 28% or more of the Company’s outstanding common shares, it would be entitled to nominate a third director.

At all times, the GeoPark Board will maintain a majority of independent directors. If entitled to nominate three directors, at least one of the Colden nominees must qualify as an independent director under NYSE standards and the Company’s governance framework.

Gabriel Gilinski will fill the current vacancy on GeoPark’s Board effective immediately. Mr. Gilinski holds a Bachelor’s Degree from the University of Pennsylvania and currently serves in senior leadership roles within Grupo Gilinski’s global investment platform. Mr. Gilinski has played an active role in capital allocation, cross-border financing and strategic repositioning initiatives across publicly listed and regulated institutions. He has extensive board and executive experience across financial services institutions in Latin America. He is chairman of the Board of Grupo Nutresa, one of the largest food companies in Latin America.

In light of the significant benefits of this transaction to GeoPark, the Board has agreed to waive the provisions of its Shareholder Rights Plan to permit Colden to acquire up to 32% of the Company’s shares. The Board considered the interests of all shareholders in evaluating this transaction, which is designed to preserve the rights of the Company’s broader shareholder base. The Board remains firmly committed to transparency, fairness and disciplined decision-making.

Enhanced Financial Flexibility

The Company intends to deploy this capital to:

• Pursue accretive M&A opportunities aligned with the Company’s strategy and return thresholds.
• Fund high-return organic development in Colombia and Argentina.
• Maintain balance-sheet strength and financial flexibility.
• Support other corporate initiatives consistent with long-term value creation.

The Company retains full discretion to deploy capital in a manner consistent with its return thresholds and strategic priorities. This transaction enhances GeoPark’s ability to execute on its growth roadmap with greater speed, scale and flexibility.

While the transaction increases the Company’s outstanding share count, the Board believes that strengthening its platform, expanding strategic capacity, and accelerating high-return initiatives will enhance long-term earnings power and drive sustainable per-share shareholder value creation.

Executive Commentary

Felipe Bayon, Chief Executive Officer of GeoPark, said: “We are pleased to welcome Colden as a strategic, long-term partner to GeoPark. Its investment at market price reflects strong conviction in our assets, our team and our disciplined approach to growth. Grupo Gilinski recognizes the strength of our Colombian platform, and the growth potential embedded in our Argentina development strategy. We believe their experience building and scaling regional platforms, combined with their long-term perspective, will meaningfully support GeoPark as we advance the next phase of our strategy. This partnership enhances our strategic flexibility and reinforces our ability to execute decisively while preserving financial discipline.”

Advisors

BTG Pactual acted as exclusive M&A financial advisor to GeoPark in the transaction, Cleary Gottlieb Steen & Hamilton served as legal counsel and FGS Global served as strategic communications advisor. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to Colden.

NOTICE

Additional information about GeoPark can be found in the Invest with Us section of the website at www.geo-park.com

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION

This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as ‘‘anticipate,’’ ‘‘believe’’, ‘‘could,’’ ‘‘expect,’’ ‘‘should,’’ ‘‘plan,’’ ‘‘intend,’’ ‘‘will,’’ ‘‘estimate’’ and ‘‘potential,’’ among others.

Forward-looking statements that appear in a number of places in this press release include, but are not limited to, statements regarding the intent, belief or current expectations, regarding various matters including the investment by Colden in GeoPark, the Company’s long-term strategy, and the closing of the transaction. Forward-looking statements are based on management’s beliefs and assumptions, and on information currently available to the management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors.

Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. For a discussion of the risks facing the Company which could affect whether these forward-looking statements are realized, see the Company’s filings with the U.S. Securities and Exchange Commission (SEC).

View source version on businesswire.com: https://www.businesswire.com/news/home/20260304660460/en/

INVESTORS:

Maria Catalina Escobar

Shareholder Value and Capital Markets Director

mescobar@geo-park.com

Miguel Bello

Investor Relations Officer

mbello@geo-park.com

Maria Alejandra Velez

Investor Relations Leader

mvelez@geo-park.com

MEDIA:

Communications Department

communications@geo-park.com

Source: GeoPark Limited