GeoPark issues $515M in shares for 95% acquisition

GeoPark Ltd (GPRK) issued 42,135,872 common shares to Panamerican Energy Holdings S.A. as non-cash consideration for GeoPark USA, LLC, its wholly owned subsidiary, to acquire 95% of the issued share capital of Energy Assets International, S.A.

Available on EDGAR 11/05/2026 - 12:09 PM EST Accepted by SEC EDGAR 11/05/2026 - 12:09 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

GeoPark Ltd (GPRK) issued 42,135,872 common shares to Panamerican Energy Holdings S.A. as non-cash consideration for GeoPark USA, LLC, its wholly owned subsidiary, to acquire 95% of the issued share capital of Energy Assets International, S.A.

The shares were valued at $12.22 per share, and the reported total amount sold was $514,900,356 USD, with $0 USD remaining to be sold. The first sale was October 30, 2026. GeoPark Ltd claimed the Rule 506(b) exemption for the equity offering and stated that there were no cash proceeds; the shares were issued as acquisition consideration.

1 point · 1 major

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How the balance works

Positive

• Major pointGeoPark USA, LLC acquired 95% of Energy Assets International, S.A.'s issued share capital.

Negative

• None.

Filing Explained

GeoPark's issuance of the acquisition shares increases the total share count and reduces existing holders' percentage ownership absent offsetting changes.

Key Figures

Common shares issued: 42,135,872 shares Acquired share capital: 95% Share valuation: $12.22 per share +3 more

6 metrics

Common shares issued 42,135,872 shares Issued as acquisition consideration

Acquired share capital 95% Energy Assets International, S.A.

Share valuation $12.22 per share Value assigned to the shares issued

Total amount sold $514,900,356 USD Non-cash consideration

Amount remaining to be sold $0 USD Equity offering

First sale October 30, 2026 Equity offering

Key Terms

Rule 506(b), exempt offering, non-cash consideration

3 terms

Rule 506(b) regulatory

"Federal exemption claimed"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

exempt offering regulatory

"Notice of Exempt Offering of Securities"

non-cash consideration financial

"Non-cash consideration"

Non-cash consideration is payment made in a deal that does not involve cash, such as shares, assets, debt relief, services, or intellectual property. It matters to investors because it changes a company's balance sheet and ownership mix—like trading goods for goods instead of paying cash—affecting reported cash flow, potential share dilution, and how the value of a transaction is reflected in financial statements and valuations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did GeoPark Ltd issue for the GPRK acquisition?

GeoPark Ltd issued 42,135,872 common shares, valued at $12.22 per share, as non-cash consideration; the reported total amount sold was $514,900,356 USD.

What did GeoPark acquire in the GPRK transaction?

GeoPark USA, LLC, GeoPark Ltd's wholly owned subsidiary, acquired 95% of the issued share capital of Energy Assets International, S.A. Panamerican Energy Holdings S.A. received the shares as consideration.

When did the GPRK equity offering first sell shares, and what exemption did GeoPark claim?

The first sale was October 30, 2026, and GeoPark Ltd claimed the Rule 506(b) exemption for the equity offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001464591

GeoPark Holdings Ltd

	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
X	Other (Specify)

an exempted company limited by shares incorporated under the laws of Bermuda

Name of Issuer

GeoPark Ltd

Jurisdiction of Incorporation/Organization

BERMUDA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
GeoPark Ltd
Street Address 1		Street Address 2
CALLE 94 NO. 11-30 8 PISO
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
BOGOTA	COLOMBIA	00000	601-743-2337

3. Related Persons

Last Name	First Name	Middle Name
Park	James	F.
Street Address 1	Street Address 2
c/o CALLE 94 NO. 11-30 8 PISO
City	State/Province/Country	ZIP/PostalCode
BOGOTA	COLOMBIA	00000

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chair

Last Name	First Name	Middle Name
Bedingfield	Robert
Street Address 1	Street Address 2
c/o CALLE 94 NO. 11-30 8 PISO
City	State/Province/Country	ZIP/PostalCode
Bogota	COLOMBIA	00000

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Papadimitriou	Constantin
Street Address 1	Street Address 2
c/o CALLE 94 NO. 11-30 8 PISO
City	State/Province/Country	ZIP/PostalCode
Bogota	COLOMBIA	00000

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Maxted	Brian	F.
Street Address 1	Street Address 2
c/o CALLE 94 NO. 11-30 8 PISO
City	State/Province/Country	ZIP/PostalCode
Bogota	COLOMBIA	00000

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Macellari	Carlos	E.
Street Address 1	Street Address 2
c/o CALLE 94 NO. 11-30 8 PISO
City	State/Province/Country	ZIP/PostalCode
Bogota	COLOMBIA	00000

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gilinski	Gabriel
Street Address 1	Street Address 2
c/o CALLE 94 NO. 11-30 8 PISO
City	State/Province/Country	ZIP/PostalCode
Bogota	COLOMBIA	00000

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Bayon	Felipe
Street Address 1	Street Address 2
c/o CALLE 94 NO. 11-30 8 PISO
City	State/Province/Country	ZIP/PostalCode
Bogota	COLOMBIA	00000

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer; Director

Last Name	First Name	Middle Name
Caballero Uribe	Jaime
Street Address 1	Street Address 2
c/o CALLE 94 NO. 11-30 8 PISO
City	State/Province/Country	ZIP/PostalCode
Bogota	COLOMBIA	00000

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Dalle Fiore	Rodrigo
Street Address 1	Street Address 2
c/o CALLE 94 NO. 11-30 8 PISO
City	State/Province/Country	ZIP/PostalCode
Bogota	COLOMBIA	00000

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Exploration Officer

Last Name	First Name	Middle Name
Terrado	Rodolfo Martin
Street Address 1	Street Address 2
c/o CALLE 94 NO. 11-30 8 PISO
City	State/Province/Country	ZIP/PostalCode
Bogota	COLOMBIA	00000

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Operations Officer

Last Name	First Name	Middle Name
Wisky	Agustina
Street Address 1	Street Address 2
c/o CALLE 94 NO. 11-30 8 PISO
City	State/Province/Country	ZIP/PostalCode
Bogota	COLOMBIA	00000

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief People Officer

Last Name	First Name	Middle Name
Martinez	Camilo
Street Address 1	Street Address 2
c/o CALLE 94 NO. 11-30 8 PISO
City	State/Province/Country	ZIP/PostalCode
Bogota	COLOMBIA	00000

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gilinski	Dorita
Street Address 1	Street Address 2
c/o CALLE 94 NO. 11-30 8 PISO
City	State/Province/Country	ZIP/PostalCode
Bogota	COLOMBIA	00000

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

X Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-10-30				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? X Yes No

Clarification of Response (if Necessary):

Common shares issued to Panamerican Energy Holdings S.A. as consideration for the acquisition by GeoPark USA, LLC, a wholly-owned subsidiary of the issuer, of 95% of the issued share capital of Energy Assets International, S.A.

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$514,900,356	USD	or Indefinite
Total Amount Sold	$514,900,356	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Non-cash consideration. 42,135,872 common shares issued in exchange for shares of Energy Assets International, S.A., valued at US$12.22 per share (US$514,900,355.84).

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

No cash proceeds; the shares are issued as consideration for the acquisition of shares of Energy Assets International, S.A.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
GeoPark Ltd	/s/ Jaime Caballero Uribe	Jaime Caballero Uribe	Chief Financial Officer	2026-11-05

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.