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Shareholder representation steps at Ecopetrol (NYSE: EC) AGM

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Form Type
6-K

Rhea-AI Filing Summary

Ecopetrol S.A. reports that it expects to implement measures to ensure the adequate representation of shareholders at its shareholders’ meeting planned for March 27, 2026. These steps are intended to comply with Part III, Title I, Chapter VI of the Legal Basic Circular C.E. 006 of 2025 issued by the Financial Superintendence of Colombia.

Ecopetrol highlights its role as Colombia’s largest company, responsible for more than 60% of national hydrocarbon production and operating major transportation, logistics and refining systems. The company also owns 51.4% of ISA, giving it significant positions in power transmission, road concessions and telecommunications across several Latin American countries.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February, 2026

 

Commission File Number 001-34175

 

ECOPETROL S.A.

(Exact name of registrant as specified in its charter)

 

N.A.

(Translation of registrant’s name into English)

 

COLOMBIA

(Jurisdiction of incorporation or organization)

 

Carrera 13 No. 36 – 24
BOGOTA D.C. – COLOMBIA
(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x      Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)

 

Yes ¨      No x

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)

 

Yes ¨      No x

 

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes ¨      No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A

 

 

 

 

 

SIGNATURES

 

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, thereunto duly authorized.

 

  Ecopetrol S.A.  
     
 

By:  

/s/ Alfonso Camilo Barco  
    Name:  

Alfonso Camilo Barco

 
    Title: Chief Financial Officer  

 

Date: February 19, 2026

 

 

 

 

 

 

 

 

Ecopetrol publishes measures aimed at ensuring the adequate representation of Shareholders at the Annual General Meeting to be held on March 27th, 2026

 

Ecopetrol S.A. (BVC: ECOPETROL; NYSE: EC) (“Ecopetrol” or the “Company”) announces that to comply with the provisions of Part III, Title I, Chapter VI of the Legal Basic Circular issued by the Financial Superintendence of Colombia (C.E. 006 of 2025), the Company expects to implement the following measures at the Extraordinary Shareholders’ Meeting planned to be held on March 27, 2026. The purpose of these measures is to ensure the adequate representation of shareholders in such meeting:

 

·Inform shareholders of their right to be represented by proxy and set out the legal requirements of the proxies to be granted for such purpose.

 

·Instruct those designated to verify the shareholders’ proxy assignments that they may not accept a those proxies that fail to meet the minimum requirements established by law, and that no powers of attorney will be accepted where the name of the respective appointed representative is not clearly stated.

 

·Remind Ecopetrol’s managers and employees that: (i) they must not suggest or determine the names of appointees in shareholders’ proxies; (ii) they must not recommend that shareholders vote for a specific candidate list for the board of directors; and (iii) they must not suggest or coordinate, with shareholders on the submission of proposals at the meeting, or on voting in favor of or against any proposal submitted at the meeting.

 

·Prohibit granting powers of attorney to individuals directly or indirectly connected to the management or to employees of Ecopetrol.

 

·Remind employees that, except in cases of legal representation, they may not, while serving in their roles, represent at the meeting any shares other than their own.

 

·Designate the Corporate Legal Vice Presidency and General Secretariat as the area responsible for reviewing and verifying that proxies meet the above-described requirements.

 

 

Bogota D.C., January 19, 2025

 

------------------------------------- 

Ecopetrol is the largest company in Colombia and one of the main integrated energy companies in the American continent, with more than 19,000 employees. In Colombia, it is responsible for more than 60% of the hydrocarbon production of most transportation, logistics, and hydrocarbon refining systems, and it holds leading positions in the petrochemicals and gas distribution segments. With the acquisition of 51.4% of ISA’s shares, the company participates in energy transmission, the management of real-time systems (XM), and the Barranquilla - Cartagena coastal highway concession. At the international level, Ecopetrol has a stake in strategic basins in the American continent, with Drilling and Exploration operations in the United States (Permian basin and the Gulf of Mexico), Brazil, and Mexico, and, through ISA and its subsidiaries, Ecopetrol holds leading positions in the power transmission business in Brazil, Chile, Peru, and Bolivia, road concessions in Chile, and the telecommunications sector.

 

This release contains statements that may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All forward-looking statements, whether made in this release or in future filings or press releases, or orally, address matters that involve risks and uncertainties, including in respect of the Company’s prospects for growth and its ongoing access to capital to fund the Company’s business plan, among others. Consequently, changes in the following factors, among others, could cause actual results to differ materially from those included in the forward-looking statements: market prices of oil & gas, our exploration, and production activities, market conditions, applicable regulations, the exchange rate, the Company’s competitiveness and the performance of Colombia’s economy and industry, to mention a few. We do not intend and do not assume any obligation to update these forward-looking statements. 

 

For more information, please contact:

 

Investor Relations Office

Email: investors@ecopetrol.com.co  

 

Head of Corporate Communications (Colombia)  

Marcela Ulloa  

Email: marcela.ulloa@ecopetrol.com.co 

 

FAQ

What does Ecopetrol (EC) announce in this Form 6-K?

Ecopetrol announces it expects to implement measures to ensure adequate shareholder representation at its shareholders’ meeting on March 27, 2026. These steps are aligned with requirements from Colombia’s Financial Superintendence under Legal Basic Circular C.E. 006 of 2025.

Why is Ecopetrol changing shareholder representation practices for 2026?

Ecopetrol is adjusting shareholder representation practices to comply with Part III, Title I, Chapter VI of Legal Basic Circular C.E. 006 of 2025. This regulation from the Financial Superintendence of Colombia sets standards intended to strengthen how shareholders are represented at corporate meetings.

When will Ecopetrol hold the shareholders’ meeting referenced in the filing?

The filing states that Ecopetrol plans to hold a shareholders’ meeting on March 27, 2026. The new representation measures are expected to apply at this meeting to support proper participation and compliance with updated Colombian regulatory requirements for shareholder governance.

What does the Form 6-K reveal about Ecopetrol’s business profile?

The document describes Ecopetrol as Colombia’s largest company, responsible for over 60% of the country’s hydrocarbon production. It operates major transportation, logistics and refining systems, and holds leading positions in petrochemicals, gas distribution, power transmission, road concessions and telecommunications through ISA and its subsidiaries.

How significant is ISA to Ecopetrol according to this report?

Ecopetrol notes it acquired 51.4% of ISA’s shares, giving it control in energy transmission and related infrastructure. Through ISA and its subsidiaries, Ecopetrol now has a strong presence in power transmission in Brazil, Chile, Peru and Bolivia, as well as road concessions and telecommunications businesses.

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