GeoPark (NYSE: GPRK) rebuffs $9.00 offer from Parex and sees EBITDA doubling by 2028

Rhea-AI Filing Summary

GeoPark Limited reports on its recent engagement with Parex Resources after Parex decided to halt discussions about a potential acquisition. GeoPark’s board had previously and unanimously rejected Parex’s unsolicited, non-binding all-cash proposal of $9.00 per share, concluding it undervalued the company, especially in light of a recent “transformative” transaction in the Vaca Muerta formation that expanded its asset base and growth prospects. A special committee of independent directors was formed, a non-disclosure agreement was executed, and Parex was given access to a virtual data room with extensive technical and financial information to support a possible improved offer. GeoPark states it expects Adjusted EBITDA to more than double by 2028, supported by higher cash flow, lower leverage, and a more diversified portfolio across Colombia and Argentina. The company reiterates confidence in its strategy and indicates it remains open to offers that appropriately value the business.

Insights

M&A and corporate governance analyst

GeoPark rejects $9 offer, highlights growth and keeps door open to higher bids.

GeoPark describes a structured response to Parex Resources’ unsolicited all-cash proposal of $9.00 per share. The board unanimously determined the offer undervalued the company, especially after a transformative transaction in Vaca Muerta that expanded its unconventional resource exposure and long-term growth trajectory. A special committee of independent directors was formed, and Parex was given broad access to technical and financial data via a virtual data room to evaluate a higher proposal.

The narrative emphasizes that Parex is mainly interested in Colombian assets and is less comfortable with unconventional resource development and operating in Argentina, which GeoPark believes limits Parex’s ability to recognize the value of its diversified portfolio. GeoPark indicates that Adjusted EBITDA is expected to more than double by 2028, supporting a larger enterprise value, stronger cash generation, and lower leverage if achieved.

The board has opened a direct line with the Parex board and urged it to reconsider its stance, while explicitly stating that GeoPark remains open to offers that appropriately value the company. This positions the company as willing to engage in strategic alternatives but resistant to terms it considers inadequate; the actual impact will depend on any future proposals or execution of its growth and leverage expectations as disclosed in future periods.

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 December 2025

Commission File Number: 001-36298

GeoPark Limited

(Exact name of registrant as specified in its charter)

Calle 94 N° 11-30 8° piso

Bogota, Colombia

(Address of principal executive office)

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

GEOPARK LIMITED

TABLE OF CONTENTS

ITEM
1.	Press Release dated December 9, 2025 titled “GeoPark Comments on Engagement with Parex Resources”

Item 1

FOR IMMEDIATE DISTRIBUTION

GEOPARK COMMENTS ON ENGAGEMENT WITH PAREX RESOURCES

GEOPARK ENGAGED SUBSTANTIVELY AND PROVIDED AMPLE INCREMENTAL INFORMATION TO PAREX TO SUPPORT AN IMPROVED OFFER ABOVE $9.00 PER SHARE

GEOPARK REMAINS CONFIDENT IN ITS STRATEGY AND FUTURE GROWTH PROSPECTS

Bogota, Colombia – December 9, 2025 - GeoPark Limited (“GeoPark” or the “Company”) (NYSE: GPRK), a leading independent energy company with over 20 years of successful operations across Latin America, today commented on Parex Resources Inc.’s ("Parex") announcement that it has halted discussions with GeoPark regarding a potential transaction:

· GeoPark’s Board and management team have always been open to entering into transactions that maximize value for our shareholders. As such, we entered into discussions with Parex in good faith, aiming to negotiate a mutually agreeable transaction. From the outset of negotiations, we have communicated our belief that Parex’s September 4, 2025, offer of $9.00 per share undervalues GeoPark.

· Over six weeks of extensive Special Committee and Board sessions and numerous meetings between our respective senior management teams, we provided Parex and its advisors access to substantial and comprehensive, non-public technical and financial information relevant to our ongoing operations and future upside potential – all of which is clearly incremental to the facts upon which Parex’s original offer was founded. Importantly, Parex’s $9.00 per share offer ascribed no value to GeoPark’s transformative Vaca Muerta acquisition which was announced on September 25, 2025. The Board has communicated that any credible or constructive engagement going forward would require a revised proposal beginning in the double-digits.

This incremental information includes:

· Certified 2025 reserves report showing total 2P reserves increased 38% year-over-year to 121 mmboe (including an increase in Colombia as well as the addition of the Argentinian asset), with reserve replacement ratios for 1P, 2P and 3P all exceeding 100% – underscoring GeoPark’s ability to fully replace production and continue building long-term asset value.

- This represents a 48% increase in 2P reserves versus the 82 mmboe available at the time of Parex’s original offer (2024 2P reserves of 87.6 mmboe, net of previously announced 2025 divestments)

· Data supporting an additional ~18 mmboe of risked reserves across the Llanos 34 and Llanos 123 blocks in Colombia (pending certification), further enhancing GeoPark’s near-term production and value outlook.

· A reserves report certifying a 22% increase (206 million barrels) in 2P OOIP in the Llanos 34 block, confirming a larger resource base and strengthening the asset’s long-term upside.

· Detailed information demonstrating that the Vaca Muerta transaction materially strengthens GeoPark’s asset base and growth trajectory, adding ~37 mmboe of 2P reserves, extending the Company’s 2P reserve life index to 12.7 years.

In an effort to ensure that GeoPark shareholders also had the latest information, the Company released its 2025 Reserves Report and 2026-2028 Guidance publicly.

Background and Engagement with Parex

As announced on October 29, 2025, the GeoPark Board unanimously rejected an unsolicited, non-binding proposal from Parex to acquire GeoPark in an all-cash transaction for $9.00 per share, received on September 4, 2025. Parex’s initial offer was submitted mere weeks before GeoPark’s transformative transaction in Vaca Muerta, which materially enhanced GeoPark’s asset base and growth trajectory. After engaging in a comprehensive evaluation process, the Board concluded the proposal undervalued the Company and was not in the best interests of GeoPark or its shareholders. GeoPark’s discussions with its shareholders have supported this view.

Following the completion of GeoPark’s transformative transaction in Vaca Muerta and the public reiteration of Parex’s $9.00 per share offer, GeoPark’s Board formed a Special Committee of independent directors to evaluate any potential revised offer from Parex and other value-maximizing alternatives for the Company. In addition, the GeoPark Board authorized the Company to move expeditiously to execute a non-disclosure agreement and establish a virtual data room (VDR) through which it provided Parex with access to extensive technical and financial information relevant to GeoPark’s operations and growth prospects, which was clearly incremental to the facts upon which Parex’s September 4 offer was founded.

Through the course of GeoPark’s engagement with Parex, Parex communicated that it is only interested in GeoPark’s Colombian assets given its limited familiarity with unconventional resource development, including in Argentina, and its reservations more broadly regarding operating in Argentina based on past experience. GeoPark believes these factors constrain Parex’s ability to reflect the full value of the Company’s diversified portfolio in any revised proposal.

GeoPark subsequently was disappointed to learn from Parex’s CEO on December 1, 2025 that Parex did not intend to increase its offer to acquire GeoPark for more than $9.00 per share.  The GeoPark Board, consistent with its desire to maximize value for shareholders and seriously explore all options to do so, opened a direct line of communication with the Parex Board.

The GeoPark Board urged the Parex Board to reconsider its original offer and re-engage in negotiations with a view to reaching an outcome that is in the best interests of both companies’ shareholders.

Outlook

GeoParks expects Adjusted EBITDA to more than double by 2028, driving a larger enterprise value supported by increased cash flow, lower leverage, and a broader, more diversified asset base. GeoPark will continue to focus on its operational strengths, financial discipline, and portfolio of high-quality assets, including executing its two-pronged strategy in Colombia and Argentina:

· Maximizing Core Production and Cash Generation in Colombia: The Company is focused on sustaining and improving the performance of its flagship Llanos 34 block and other key operated and non-operated assets. Following a strong 2025 and positive developments since GeoPark’s 2025 Investor Day, Colombian production has reached a positive inflection point earlier than expected. Production is set to grow, supported by disciplined development, base optimization, enhanced recovery techniques, and strong results from recent wells. Colombia will continue to provide a solid foundation to generate sustainable free cash flow, balance sheet strength, and shareholder returns.

· Returning to Growth with Vaca Muerta, Argentina: With the successful integration of the Loma Jarillosa Este and Puesto Silva Oeste blocks, GeoPark is confident it can unlock material long-term growth from its position in the unconventional Neuquén Basin. The team is focusing on accelerating drilling activity to deliver a step-change in production and cash flow. Vaca Muerta is expected to become a core growth platform in GeoPark’s portfolio by year-end 2028.

GeoPark remains open to considering offers that appropriately value the Company.

Advisors

Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as financial advisors, Davis Polk & Wardwell LLP and Conyers Dill & Pearman Limited are serving as legal counsel, Okapi Partners LLC is serving as proxy and information agent, and FGS Global is serving as strategic communications advisor to GeoPark.

For further information, please contact:

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:

Kelsey Markovich/Kim Textor FGS Global     Communications Department GeoPark@fgsglobal.com       communications@geo-park.com

NOTICE

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

Rounding amounts and percentages: Certain amounts and percentages included in this press release have been rounded for ease of presentation. Percentages included in this press release have not in all cases been calculated on the basis of such rounded amounts, but on the basis of such amounts prior to rounding. For this reason, certain percentages in this press release may vary from those obtained by performing the same calculations on the basis of the amounts in the financial statements. Similarly, certain other amounts included in this press release may not sum due to rounding.

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, drilling campaign, production guidance, capital expenditures, and projected Adjusted EBITDA, ROACE, net debt to EBITDA, and net debt to EBITDA leverage ratio. 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 filings with the U.S. Securities and Exchange Commission (SEC).

Oil and gas production figures included in this release are stated before the effect of royalties paid in kind, consumption and losses. Annual production per day is obtained by dividing total production by 365 days.

SIGNATURE

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.

			GeoPark Limited
			By:	/s/ Jaime Caballero Uribe
				Name:	Jaime Caballero Uribe
				Title:	Chief Financial Officer

Date: December 9, 2025

FAQ

What is the key message of GeoPark Limited (GPRK) in this 6-K filing?

GeoPark explains that its board unanimously rejected Parex Resources’ unsolicited all-cash proposal of $9.00 per share as undervaluing the company, highlights its strengthened position after a transformative Vaca Muerta transaction, and states it remains open to offers that appropriately value its diversified portfolio.

Why did GeoPark (GPRK) reject Parex Resources’ $9.00 per share proposal?

After a comprehensive review, GeoPark’s board concluded the $9.00 per share non-binding proposal undervalued the company and was not in the best interests of shareholders, particularly given the impact of its recent Vaca Muerta transaction and feedback from shareholders supporting this view.

How did GeoPark engage with Parex Resources after the initial offer?

GeoPark formed a Special Committee of independent directors, executed a non-disclosure agreement, and set up a virtual data room providing Parex with extensive technical and financial information so Parex could assess a potential improved offer beyond $9.00 per share.

What financial outlook does GeoPark (GPRK) provide in relation to its strategy?

GeoPark states that it expects Adjusted EBITDA to more than double by 2028, supported by increased cash flow, lower leverage, and a broader, more diversified asset base across Colombia and Argentina.

How does GeoPark describe Parex’s interest in its assets?

GeoPark reports that Parex communicated it is primarily interested in GeoPark’s Colombian assets and has limited familiarity with unconventional resource development and reservations about operating in Argentina, which GeoPark believes restricts Parex’s ability to fully value the company’s diversified portfolio.

Is GeoPark Limited (GPRK) still open to a potential transaction?

Yes. GeoPark states that it remains open to considering offers that appropriately value the Company and that its board has opened a direct line of communication with the Parex board to explore any proposal that better reflects shareholder interests.

What growth strategy does GeoPark highlight for Colombia and Argentina?

GeoPark refers to a two-pronged strategy in Colombia and Argentina, built around its operational strengths, financial discipline, and a portfolio of high-quality assets, including its transformative position in Vaca Muerta, to support future growth and the projected increase in Adjusted EBITDA by 2028.