Ecopetrol bondholders approve merger with solar unit

Rhea-AI Filing Summary

Ecopetrol S.A. (EC) reports that bondholders of its domestic public debt bonds issued in 2010 and 2013 held second-call ordinary meetings on September 4, 2026 to consider a proposed merger by absorption in which Ecopetrol would be the surviving entity and Parque Solar Portón del Sol S.A.S. the absorbed entity.

For the 2010 issuance, a quorum representing 79.16% of the outstanding principal amount was verified, and the merger was approved by 94.65% of votes cast. For the 2013 issuance, a quorum representing 79.95% of the outstanding principal amount was verified, and the merger was approved by 100% of votes cast.

Overall, bondholders of the 2010 and 2013 local issuances approved the proposed merger by 74.92% and 80.77%, respectively, of the total outstanding principal amount, satisfying Colombian Decree 2555 of 2010 requirements for second-call meetings. The company states that this approval does not modify the economic or financial terms of its outstanding ordinary bond issuances.

Filing Explained

The disclosed lifecycle state remains approval of a proposed merger: the filing reports the bondholders’ votes, but does not report that the merger itself has closed.

Key Figures

2010 issuance quorum: 79.16% of outstanding principal 2013 issuance quorum: 79.95% of outstanding principal 2010 issuance merger approval (votes cast): 94.65% +5 more

8 metrics

2010 issuance quorum 79.16% of outstanding principal Quorum verified for 2010 bondholders’ second-call meeting

2013 issuance quorum 79.95% of outstanding principal Quorum verified for 2013 bondholders’ second-call meeting

2010 issuance merger approval (votes cast) 94.65% Votes in favor of merger at 2010 bondholders’ meeting

2013 issuance merger approval (votes cast) 100% Votes in favor of merger at 2013 bondholders’ meeting

2010 issuance approval by outstanding principal 74.92% Share of total outstanding principal amount approving merger for 2010 issuance

2013 issuance approval by outstanding principal 80.77% Share of total outstanding principal amount approving merger for 2013 issuance

Minimum outstanding principal threshold 40% Required minimum under Decree 2555 of 2010 for second-call decisions

Ecopetrol employees More than 19,000 Number of employees described in Ecopetrol’s corporate profile

Key Terms

second-call ordinary meetings, merger by absorption, outstanding principal amount, Decree 2555 of 2010, +1 more

5 terms

second-call ordinary meetings regulatory

"on September 4, 2026, the second-call ordinary meetings of the bondholders"

merger by absorption regulatory

"the proposed merger by absorption between Ecopetrol S.A. and Parque Solar"

Merger by absorption is a corporate transaction in which one company takes over and absorbs another so the absorbed company is dissolved and its assets, liabilities and operations become part of the surviving company. It matters to investors because it changes ownership, share counts and the identity of the company they own—similar to two households combining into one—so shareholders of the absorbed firm typically receive cash or shares in the surviving entity and their original stock is retired.

outstanding principal amount financial

"quorum representing 79.16% of the outstanding principal amount of the 2010 bonds"

The outstanding principal amount is the remaining unpaid portion of the original loan or bond issue—just the borrowed money itself, not accumulated interest or fees—after any repayments. It matters to investors because it shows how much debt a borrower still owes, which affects credit exposure, company leverage and potential future cash outflows; like the remaining balance on a mortgage, it indicates the size of the obligation that must be managed or repaid.

Decree 2555 of 2010 regulatory

"in accordance with Article 6.4.1.1.22 of Decree 2555 of 2010"

forward-looking statements regulatory

"This release contains statements that may be considered forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What did Ecopetrol S.A. (EC) announce regarding its domestic bondholders?

Ecopetrol announced that bondholders of its 2010 and 2013 local bond issuances approved a proposed merger by absorption between Ecopetrol S.A. and Parque Solar Portón del Sol S.A.S. at second-call meetings held on September 4, 2026.

What were the quorum levels for Ecopetrol (EC) bondholders’ meetings on the 2010 and 2013 issuances?

For the 2010 issuance, the verified quorum represented 79.16% of the outstanding principal amount. For the 2013 issuance, the quorum represented 79.95% of the outstanding principal amount, sufficient to adopt decisions at the second-call meetings.

What were the approval levels for the merger at Ecopetrol’s 2010 and 2013 bondholders’ meetings?

At the 2010 issuance meeting, the merger was approved by 94.65% of votes cast. At the 2013 issuance meeting, the merger was approved by 100% of votes cast, with no votes against recorded in either meeting.

How much of Ecopetrol’s total outstanding principal amount approved the merger?

Bondholders approved the merger by 74.92% of the total outstanding principal amount of the 2010 issuance and 80.77% of the total outstanding principal amount of the 2013 issuance, meeting the thresholds under Decree 2555 of 2010 for second-call meetings.

Does the approved merger affect the terms of Ecopetrol’s outstanding bonds?

Ecopetrol states that the approval granted by the bondholders' meetings does not modify the economic or financial terms of the company’s outstanding ordinary bond issuances. Bond terms remain unchanged as a result of this approval.

What legal requirements governed Ecopetrol’s bondholder approvals for the merger?

The approvals were made in accordance with Article 6.4.1.1.22 of Decree 2555 of 2010, which for second-call meetings requires a majority of bondholders present and affirmative votes from holders representing at least 40% of the outstanding principal amount.

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Available on EDGAR 09/08/2026 - 06:02 AM Accepted by SEC EDGAR 09/08/2026 - 06:01 AM Learn about SEC filing dates

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 September, 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: September 8, 2026

Ecopetrol Reports Results of Bondholders’ Meetings for Domestic

Public Debt Bonds Held at Second Call

Bogotá, September 05, 2026

Ecopetrol S.A. (BVC: ECOPETROL; NYSE: EC) (the "Company") hereby reports that, on September 4, 2026, the second-call ordinary meetings of the bondholders of the local bond issuances made in 2010 and 2013 (respectively, the "2010 Issuance" and the "2013 Issuance") were held. These meetings were previously convened by the bondholders' representatives, Alianza Valores Fiduciaria S.A. and Itaú Fiduciaria Colombia S.A. (collectively, the “Representatives”), through a notice published in a newspaper of wide national circulation on August 27, 2026.

The Representatives convened the second-call meetings for the purpose of submitting for the consideration of the local bondholders the proposed merger by absorption between Ecopetrol S.A. (as the surviving entity) and Parque Solar Portón del Sol S.A.S. (as the absorbed entity) (the "Merger"), in accordance with Article 6.4.1.1.22 of Decree 2555 of 2010.

With respect to the 2010 Issuance, Alianza Valores Fiduciaria S.A. verified an initial quorum representing 79.16% of the outstanding principal amount of the 2010 bonds, which was sufficient to adopt the decisions considered at the meeting. The bondholders present at the meeting cast their votes on each item of the agenda as follows:

Matter Submitted for Consideration at the Meeting of Holders of the 2010 Issuance	Votes in favor	Votes against	Abstention
Approval of the agenda	100%	0%	0%
Appointment of the Chairman and Secretary of the Meeting of Ecopetrol Bondholders	100%	0%	0%
Appointment of the Committee for the Approval and Signature of the Minutes of the Meeting of Ecopetrol Bondholders	100%	0%	0%
Approval of the proposed Merger	94.65%	0%	5.35%

With respect to the 2013 Issuance, Itaú Fiduciaria Colombia S.A. verified a quorum representing 79.95% of the outstanding principal amount of the 2013 bonds, which was sufficient to adopt the decisions considered at the meeting. The bondholders present at the meeting cast their votes on each item of the agenda as follows:

Matter Submitted for Consideration of the Meeting of Holders of the 2013 Issue	Votes in favor	Votes against	Abstention
Approval of the agenda	100%	0%	0%
Appointment of the Chairman and Secretary of the Ecopetrol Bondholders' Meeting	100%	0%	0%
Appointment of the Committee for the approval and signature of the minutes of the Ecopetrol Bondholders' Meeting.	73.73%	0%	26.27%
Approval of the proposed Merger	100%	0%	0%

Considering the foregoing, the bondholders of the local issuances made in 2010 and 2013 approved the proposed Merger by a majority of 74.92% and 80.77%, respectively, of the total outstanding principal amount, in compliance with Article 6.4.1.1.1. 22 of Decree 2555 of 2010. Such article establishes that, in order to adopt decisions at a second-call meeting, the following are required: (i) the affirmative vote of a majority of the bondholders present at the meeting; and (ii) the affirmative vote of holders representing at least forty percent (40%) of the outstanding principal amount of the bonds.

 

The approval granted by the bondholders' meetings does not modify the economic or financial terms of the Company's outstanding ordinary bond issuances.

--------------------- 

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 

Corporate Communications (Colombia)  

Email: _noticias@ecopetrol.com.co 

Filing Exhibits & Attachments

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Press Releases

• EX-99.1 EX-99.1 18.7 KB