GeoPark Miranda deal, $12.22 tender, control shift

GeoPark Ltd (GPRK) received an amended Schedule 13D from Colden Investments S.A. and Jaime Gilinski outlining current ownership and a potential change of control.

Rhea-AI Filing Summary

GeoPark Ltd (GPRK) received an amended Schedule 13D from Colden Investments S.A. and Jaime Gilinski outlining current ownership and a potential change of control. As of June 30, 2026, Colden reports beneficial ownership of 17,915,791 common shares (27.6% of 64,896,377 shares outstanding), and Jaime Gilinski reports 18,115,791 common shares (27.9%).

On September 2, 2026, an affiliate, Panamerican Energy Holdings, S.A. agreed under a Share Purchase Agreement to sell 95% of Energy Assets International, S.A. to GeoPark USA, LLC in exchange for between 42,135,872 and 47,557,461 newly issued GeoPark shares, depending on Venezuela’s CIT rate at closing. A related Governance Agreement grants PEH approval rights over key corporate actions while it holds at least 15% of shares and board nomination rights at ownership thresholds from 7.5% up to 50%.

The Governance Agreement also requires PEH to launch, after closing, a post-closing tender offer for any and all outstanding GeoPark equity securities within 90 days at $12.22 per share, capped at $100 million, with a further tender offer obligation if PEH and its affiliates later exceed 70% ownership. Following closing of the “Miranda Transaction,” the reporting persons are expected to become the controlling shareholder of GeoPark.

Filing Explained

Completion would add 42,135,872 to 47,557,461 shares and activate PEH governance rights; the transaction is still conditional.

The September 2, 2026 share purchase agreement is signed but not yet closed: closing depends on approvals or licenses and the Venezuelan production contract becoming effective.

If completed, 42,135,872 to 47,557,461 newly issued shares go to PEH, increasing the share count and reducing existing holders’ percentage ownership absent offsetting changes.

The related Governance Agreement would take effect only at closing and, while PEH and its affiliates hold at least 15%, would require PEH consent for specified actions including equity issuance above 5% of fully diluted share capital, governing-document changes, certain related-party transactions, board-size changes, non-policy dividends, and redemptions.

Board nomination rights rise from one seat at 7.5% ownership to at least five at 50%.

Key Figures

Colden beneficial ownership: 17,915,791 shares (27.6%) Jaime Gilinski beneficial ownership: 18,115,791 shares (27.9%) Shares outstanding: 64,896,377 shares +5 more

8 metrics

Colden beneficial ownership 17,915,791 shares (27.6%) GeoPark common shares beneficially owned by Colden, based on 64,896,377 shares outstanding as of June 30, 2026

Jaime Gilinski beneficial ownership 18,115,791 shares (27.9%) GeoPark common shares beneficially owned by Jaime Gilinski, based on 64,896,377 shares outstanding as of June 30, 2026

Shares outstanding 64,896,377 shares GeoPark common shares issued and outstanding as of June 30, 2026

Miranda Transaction share consideration range 42,135,872–47,557,461 shares New GeoPark common shares to be issued to Panamerican Energy Holdings under the Share Purchase Agreement

Post-closing tender offer price $12.22 per share Price for required tender offer for any and all GeoPark equity securities within 90 days after closing, capped at $100 million

Tender offer cap $100 million Aggregate cap on the post-closing tender offer at $12.22 per share

Ownership threshold for consent rights 15% of outstanding shares Minimum beneficial ownership for PEH and affiliates to retain key consent rights under the Governance Agreement

Ownership threshold for maximum board nominations 50% of outstanding shares Ownership level at which PEH may nominate at least five directors to GeoPark’s board

Key Terms

Share Purchase Agreement, Governance Agreement, post-closing tender offer, Production Participation Contract, +2 more

6 terms

Share Purchase Agreement regulatory

"entered into a Share Purchase Agreement (the "SPA"), whereby PEH agreed"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

Governance Agreement regulatory

"entered into a Governance Agreement (the "Governance Agreement"), to govern"

post-closing tender offer financial

"PEH has an obligation to launch a post-closing tender offer to purchase"

Production Participation Contract regulatory

"the Production Participation Contract between Beta Resources (V), C.A. and PDVSA"

A production participation contract is an agreement where one party finances or provides services for extracting natural resources or manufacturing output in return for a fixed share of the resulting production or its revenue. For investors, it creates a direct, output-linked claim on future goods or cash flows—like buying a share of a factory’s production—so returns depend on how much is produced, commodity prices, and operational or regulatory risks.

volume weighted average trading price financial

"a further tender offer at a price no less than the 30-day volume weighted average"

Volume weighted average trading price (VWAP) is the average price of a security over a set period, calculated by giving more weight to prices where more shares were traded — in other words, prices with higher volume count more. Investors use VWAP as a benchmark to judge trade execution and market activity: it helps tell whether a buy or sell occurred at a better or worse price than the market’s typical traded level, like comparing your purchase to the crowd’s average.

piggyback registration rights regulatory

"granted customary registration rights, including certain demand and piggyback registration rights"

A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.

FAQ

How much of GeoPark Ltd (GPRK) do Colden Investments and Jaime Gilinski currently beneficially own?

Colden Investments reports beneficial ownership of 17,915,791 GeoPark common shares (27.6%), and Jaime Gilinski reports 18,115,791 common shares (27.9%), based on 64,896,377 shares outstanding as of June 30, 2026.

What is the Miranda Transaction involving GPRK described in this Schedule 13D/A?

An affiliate, Panamerican Energy Holdings, agreed to sell 95% of Energy Assets International, S.A. to GeoPark USA, LLC in exchange for 42,135,872–47,557,461 newly issued GeoPark common shares, with the exact amount depending on Venezuela’s CIT rate at closing.

What tender offer obligations are described for GeoPark Ltd (GPRK)?

After closing, Panamerican Energy Holdings must launch a post-closing tender offer within 90 days to purchase any and all GeoPark equity securities at $12.22 per share, capped at $100 million. A further tender offer is required if ownership later exceeds 70%.

How will control of GeoPark Ltd (GPRK) change if the Miranda Transaction closes?

The filing states that, following the closing of the Miranda Transaction, the reporting persons are expected to become the controlling shareholder of GeoPark, reflecting the additional newly issued shares to an affiliate.

What governance and consent rights does Panamerican Energy Holdings get over GeoPark (GPRK)?

While PEH and affiliates own at least 15% of GeoPark shares, its consent is required for actions including issuing equity above 5% of fully diluted capital, certain charter changes, related party transactions, changing board size, non-policy dividends, and redemptions.

What board nomination rights are granted in the Governance Agreement for GPRK?

PEH may nominate one director at 7.5% ownership, two at 15%, three at 28%, four at 40%, and at least five directors at 50% or more beneficial ownership of GeoPark’s outstanding common shares.

On what outstanding share count are the reported GPRK ownership percentages based?

The percentages use 64,896,377 GeoPark common shares issued and outstanding as of June 30, 2026, as reported in GeoPark’s Current Report on Form 6-K dated August 5, 2026.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/04/2026 - 06:37 PM Accepted by SEC EDGAR 09/04/2026 - 06:37 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

GeoPark Limited

(Name of Issuer)

Common Shares, par value $0.001 per share

(Title of Class of Securities)

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)

09/02/2026

(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

CUSIP Number(s): G38327105

1

Name of reporting person

Colden Investments S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

PANAMA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,915,791.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 17,915,791.00

11

Aggregate amount beneficially owned by each reporting person

17,915,791.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.6 %

14

Type of Reporting Person (See Instructions)

CO

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.

SCHEDULE 13D

CUSIP Number(s): G38327105

1

Name of reporting person

Jaime Gilinski

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

PANAMA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 18,115,791.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,115,791.00

11

Aggregate amount beneficially owned by each reporting person

18,115,791.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows 8, 10 and 11 include (i) 17,917,791 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 and (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.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value $0.001 per share
(b)	Name of Issuer: GeoPark Limited
(c)	Address of Issuer's Principal Executive Offices: Calle 94 No. 11-30, 8 Piso, Bogota, COLOMBIA , 00000.
Item 1 Comment: This Amendment No. 4 amends and supplements the Schedule 13D filed on March 12, 2026 (as amended by Amendment No. 1, dated March 16, 2026, Amendment No. 2, dated March 19, 2026, and Amendment No. 3, dated April 14, 2026, and as further amended from time to time, the "Schedule 13D") by Colden Investments S.A., a Panama sociedad anonima ("Colden") and Jaime Gilinski (collectively, the "Reporting Persons"), relating to common shares, par value US$0.001 per share ("Common Shares"), of GeoPark Limited, an exempted company limited by shares incorporated under the Laws of Bermuda (the "Issuer"). Capitalized terms used in this Amendment No. 4 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically amended by this Amendment No. 4, the Schedule 13D is unchanged.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: The information set forth in Item 6 to this Schedule 13D is incorporated by reference. On September 2, 2026, Panamerican Energy Holdings, S.A., a corporation incorporated under the Laws of Panama ("PEH") and an affiliate of the Reporting Persons, entered into a Share Purchase Agreement (the "SPA"), whereby PEH agreed to sell to GeoPark USA, LLC, a limited liability company incorporated under the Laws of Delaware and a wholly owned subsidiary of the Issuer, 95% of the total issued share capital of Energy Assets International, S.A., a Panama sociedad anonima ("EAI"), in exchange for a number of newly issued Common Shares of the Issuer, ranging between 42,135,872 to 47,557,461 Common Shares (the "Additional GeoPark Shares"), depending on the applicable CIT rate in Venezuela at the time of closing (the "Miranda Transaction"). The Additional GeoPark Shares will be issued to PEH upon closing of the Miranda Transaction. Closing of the Miranda Transaction will occur upon fulfillment of certain standard conditions precedent including, but not limited to, the parties obtaining appropriate governmental and other approvals or licenses, and the Production Participation Contract between Beta Resources (V), C.A. and PDVSA Petroleo S.A., with respect to the "Bare Block" located in the Orinoco Oil Belt of Venezuela, becoming effective. The SPA also includes certain customary covenants and interim operating covenants including with respect to the treatment of the Issuer's debt instruments in the event of a change of control. Following the closing of the Miranda Transaction, the Reporting Persons are expected to become the controlling shareholder of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in Rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage of Common Shares outstanding is calculated based on 64,896,377 Common Shares issued and outstanding as of June 30, 2026, as reported in the Issuer's Current Report on Form 6-K dated August 5, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information: The information set forth in Item 4 to this Schedule 13D is incorporated by reference. Simultaneously with the execution of the SPA, on September 2, 2026, the Issuer, PEH and Colden, entered into a Governance Agreement (the "Governance Agreement"), to govern the respective rights and obligations of PEH and Colden, as applicable, as Beneficial Owners of the Common Shares of the Issuer. Pursuant to the Governance Agreement, among other things (i) PEH was granted approval rights over certain corporate matters for so long as PEH and its affiliates beneficially own at least 15% of the outstanding Common Shares, (ii) subject to PEH and its affiliates meeting certain ownership thresholds described below, PEH was granted the right to nominate up to five individuals to the board of directors of the Issuer (the "Board"), and (iii) PEH was granted customary registration rights, including certain demand and piggyback registration rights with respect to underwritten offerings by the Issuer. Pursuant to the Governance Agreement, PEH has an obligation to launch a post-closing tender offer to purchase any and all issued and outstanding equity securities of the Issuer within 90 days at $12.22 per share (capped at $100 million in aggregate). If PEH or its affiliates later cross a 70% ownership threshold, they must commence a further tender offer at a price no less than the 30-day volume weighted average trading price. Pursuant to the Governance Agreement, for so long as PEH and its affiliates beneficially own at least 15% of the outstanding Common Shares, PEH's consent is required for the Issuer to (i) issue equity securities in excess of 5% of the Issuer's fully diluted share capital; (ii) make certain amendments to the governing documents of the Issuer; (iii) enter into certain related party transactions; (iv) change the size of the Board; (v) declare dividends other than pursuant to the Issuer's existing dividend policy; or (vi) redeem any of the Issuer's outstanding share capital. Additionally, pursuant to the Governance Agreement, PEH is entitled to nominate (i) one individual to the Board so long as it and its affiliates beneficially own at least 7.5% of the outstanding Common Shares, (ii) two individuals to the Board so long as it and its affiliates beneficially own at least 15% of the outstanding Common Shares, (iii) three individuals to the Board so long as it and its affiliates beneficially own at least 28% of the outstanding Common Shares, (iv) four individuals to the Board so long as it and its affiliates beneficially own at least 40% of the outstanding Common Shares, and (v) at least five individuals to the Board as long as it and its affiliates beneficially own at least 50% of the outstanding Common Shares. The Governance Agreement will be effective as of the closing of the SPA and, once effective, the governance rights and obligations of Colden and the Issuer under the Purchase Agreement will be superseded and replaced by those in the SPA. The foregoing descriptions of the SPA and the Governance Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA and Governance Agreement, each of which is respectively filed as Exhibit 99.1 and Exhibit 99.2 hereto, and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	99.1. Share Purchase Agreement, dated as of September 2, 2026, by and between GeoPark Limited, GeoPark USA, LLC and Panamerican Energy Holdings S.A. 99.2. Governance Agreement, dated as of September 2, 2026, by and between GeoPark Limited, Panamerican Energy Holdings S.A. and Colden Investments S.A.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Colden Investments S.A.

Signature:	/s/ Jaime Gilinski
Name/Title:	Jaime Gilinski, Authorized Signatory
Date:	09/04/2026

Jaime Gilinski

Signature:	/s/ Jaime Gilinski
Name/Title:	Jaime Gilinski
Date:	09/04/2026