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GeoPark: Jaime Gilinski reports 56.3% ownership

The ownership update puts Jaime Gilinski’s reported beneficial ownership at 56.3%, while the reporting persons may be deemed to control GeoPark.

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

GeoPark Limited (GPRK) issued 42,135,872 common shares to Panamerican Energy Holdings S.A. (PEH) in a private placement on November 2, 2026, following the October 30 closing of the Miranda Transaction. In exchange, PEH transferred to GeoPark USA, LLC 95% of EAI’s total issued share capital; PEH and the other reporting persons paid no cash consideration for the shares.

Based on 107,032,249 common shares outstanding following closing, PEH reported beneficial ownership of 42,135,872 shares (39.4%), Colden Investments S.A. reported 17,915,791 shares (16.7%), and Jaime Gilinski reported 60,251,663 shares (56.3%). Gilinski’s reported amount includes shares held by PEH, Colden and Spaldy Investments Limited. The Governance Agreement became effective following closing, and the reporting persons may be deemed to control GeoPark. PEH may be entitled to Additional Consideration Shares; none were due at closing, and none had been issued as of the amendment.

Common shares issued to PEH 42,135,872 shares Private placement on November 2, 2026
EAI share capital transferred 95% of total issued share capital Transferred by PEH to GeoPark USA, LLC
PEH beneficial ownership 42,135,872 shares; 39.4% Percentage based on common shares outstanding following closing
Colden beneficial ownership 17,915,791 shares; 16.7% Percentage based on common shares outstanding following closing
Jaime Gilinski beneficial ownership 60,251,663 shares; 56.3% Includes shares held by Colden, Spaldy Investments Limited and PEH
Common shares outstanding 107,032,249 shares Following closing of the Miranda Transaction
private placement financial
"issued 42,135,872 Common Shares to PEH in a private placement"
A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.
beneficially owned regulatory
"may be deemed to be beneficially owned by Jaime Gilinski"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Governance Agreement regulatory
"the Governance Agreement became effective in accordance with its terms"
Additional Consideration Shares financial
"PEH may be entitled to receive Additional Consideration Shares"

FAQ

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

How many GPRK shares did PEH receive in the Miranda Transaction?

PEH received 42,135,872 GeoPark common shares on November 2, 2026, in a private placement, in exchange for transferring 95% of EAI’s total issued share capital to GeoPark USA, LLC. PEH and the other reporting persons paid no cash consideration for the shares.

How many GPRK shares did Jaime Gilinski beneficially own after the Miranda Transaction?

Jaime Gilinski reported beneficial ownership of 60,251,663 common shares, or 56.3%, based on 107,032,249 common shares outstanding following closing. His reported amount includes 17,915,791 shares held by Colden, 200,000 held by Spaldy Investments Limited, and 42,135,872 held by PEH.

Could PEH receive additional GPRK shares under the SPA Amendment?

PEH may be entitled to Additional Consideration Shares; none were due at the Miranda Transaction closing, and none had been issued as of the amendment.

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

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G38327105

(CUSIP Number)
Oliverio Lew
1170 Kane Concourse, Suite 500,
Bay Harbor Islands, FL, 33154
305-861-9477

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
10/30/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 8, 10 and 11 reflect the 17,915,791 common shares of GeoPark Limited, an exempted company limited by shares incorporated under the Laws of Bermuda (the "Issuer"), owned by Colden Investments S.A., a Panama sociedad anonima ("Colden"). These shares may be deemed to be beneficially owned by Jaime Gilinski, the sole shareholder and ultimate beneficial owner of Colden. The percentage in Row 13 is calculated based on 107,032,249 common shares of the Issuer outstanding following the closing of the Miranda Transaction, as described in Item 5.


SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 8, 10 and 11 reflect the 42,135,872 common shares of the Issuer, owned by PEH. These shares may be deemed to be beneficially owned by Jaime Gilinski, the sole shareholder and ultimate beneficial owner of PEH. The percentage in Row 13 is calculated based on 107,032,249 common shares of the Issuer outstanding following the closing of the Miranda Transaction, as described in Item 5.


SCHEDULE 13D




Comment for Type of Reporting Person:
Rows 8, 10 and 11 include (i) 17,915,791 common shares of the Issuer owned by Colden, which may be deemed to be beneficially owned by Jaime Gilinski, the sole shareholder and ultimate beneficial owner of Colden, (ii) 200,000 common shares of the Issuer owned by Spaldy Investments Limited, a BVI Business Company existing and operating under the laws of the British Virgin Islands ("Spaldy"), which may be deemed to be beneficially owned by Jaime Gilinski, the sole shareholder and ultimate beneficial owner of Spaldy and (iii) 42,135,872 common shares of the Issuer owned by Panamerican Energy Holdings S.A., a corporation incorporated under the Laws of Panama ("PEH"), which may be deemed to be beneficially owned by Jaime Gilinski, the sole shareholder and ultimate beneficial owner of PEH. The percentage in Row 13 is calculated based on 107,032,249 common shares of the Issuer outstanding following the closing of the Miranda Transaction, as described in Item 5.


SCHEDULE 13D


Colden Investments S.A.
Signature:/s/ Jaime Gilinski
Name/Title:Jaime Gilinski, Authorized Signatory
Date:11/03/2026
Panamerican Energy Holdings S.A.
Signature:/s/ Jaime Gilinski
Name/Title:Jaime Gilinski, Authorized Signatory
Date:11/03/2026
Jaime Gilinski
Signature:/s/ Jaime Gilinski
Name/Title:Jaime Gilinski
Date:11/03/2026

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