Parex challenges GeoPark (NYSE: GPRK) with 11.8% stake and $500M rival asset bid

Rhea-AI Filing Summary

Parex Resources Inc. amended its ownership filing on GeoPark Ltd, confirming beneficial ownership of 6,085,086 common shares, or 11.8% of GeoPark’s 51,663,988 shares outstanding as of September 30, 2025. Parex reports having spent US$40,474,321 from working capital to acquire these shares and recently bought an additional 100 shares in the open market at US$8.09 per share.

Parex has nominated six independent director candidates for election at GeoPark’s 2026 annual meeting and plans to solicit proxies against an equal number of current board members, which could shift board control if its slate is elected. Separately, Parex submitted an all-cash US$500 million plus assumed debt acquisition proposal, with an additional contingent US$25 million, to purchase Frontera Petroleum’s Colombian oil and gas assets, on terms substantially similar to GeoPark’s previously announced agreement. Parex states this proposal is not related to its GeoPark share accumulation or nominations, but acknowledges it would prevent GeoPark from acquiring those assets and could change GeoPark’s anticipated business.

Insights

Event-driven and governance analyst

Parex combines an 11.8% stake, board slate, and a rival asset bid, creating a complex governance situation for GeoPark.

Parex Resources now holds 11.8% of GeoPark, with 6,085,086 shares acquired for US$40,474,321. It has nominated six independent directors for election at the 2026 annual meeting, potentially forming a majority if elected. This would give Parex-backed directors significant influence over GeoPark’s strategy and governance.

Parex also proposes an all-cash US$500 million acquisition of Frontera Petroleum International Holdings B.V. plus assumed debt and a contingent US$25 million payment, on terms substantially similar to GeoPark’s existing agreement. If accepted, this would block GeoPark from acquiring those Colombian assets and alter its expected business profile.

The combined effect is a contested environment: a potential shift in GeoPark’s board composition and a competing bid for a key asset package. Actual outcomes depend on GeoPark shareholders’ voting decisions at the 2026 meeting and on whether Frontera accepts Parex’s proposal, as described in the disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

GeoPark Ltd

(Name of Issuer)

Common shares, par value US$0.001 per share

(Title of Class of Securities)

G38327105

(CUSIP Number)

Cameron Grainger
585 8th Av. SW, 2700 Eighth Avenue Place, West Tower
Calgary, A0, T2P 1G1
(403) 237-1708

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/20/2026

(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).

SCHEDULE 13D

CUSIP No. G38327105

1

Name of reporting person

Parex Resources Inc.

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)

WC

5

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

6

Citizenship or place of organization

ALBERTA, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,085,086.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,085,086.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,085,086.00

12

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

13

Percent of class represented by amount in Row (11)

11.8 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common shares, par value US$0.001 per share
(b)	Name of Issuer: GeoPark Ltd
(c)	Address of Issuer's Principal Executive Offices: Calle 94 No 11-30, 8 Piso, Bogota, COLOMBIA , 00000.
Item 1 Comment: This Amendment No. 2 to Schedule 13D ("Amendment No. 2") relates to the Schedule 13D filed on October 29, 2025 (as amended by Amendment No. 1, dated December 11, 2025, the "Schedule 13D") by Parex Resources Inc., an Alberta corporation (the "Reporting Person"), relating to the Common Shares, par value US$0.001 per share (the "Common Shares"), of GeoPark Limited, an exempted company incorporated under the laws of Bermuda (the "Company"), whose principal executive offices are located at Calle 94 No 11-30, 8 Piso, Bogota, Colombia, 00000. Except as specifically amended by this Amendment No. 2, the Schedule 13D is unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and restated to read in full as follows: The information disclosed under Item 4 below is hereby incorporated by reference into this Item 3. The aggregate purchase price of the Common Shares reported herein as being beneficially owned by the Reporting Person was US$40,474,321. The Common Shares beneficially owned by the Reporting Person were purchased using funds out of its working capital.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: On February 20, 2026, the Reporting Person submitted a nomination notice to the Company, pursuant to which the Reporting Person nominated six independent, highly qualified candidates to stand for election to the Board of Directors of the Company (the "Board") at the Company's 2026 annual general meeting (the "Nomination"). In connection with the Nomination, the Reporting Person intends to solicit proxies against an equal number of current members of the Board to prevent their reelection to the Board, which members have not yet been determined. In connection with the Nomination, each director nominee has entered into a director nomination and indemnification agreement in the form filed as Exhibit 99.1 hereto, pursuant to which, among other things, each such nominee has agreed to serve as a director of the Company if elected to the Board. The foregoing summary of the director nomination and indemnification agreements is not intended to be complete and is qualified in its entirety by reference to the full text of Exhibit 99.1, which is incorporated herein by reference. On February 20, 2026, the Reporting Person issued a press release announcing the Nomination. The foregoing summary of the press release is not intended to be complete and is qualified in its entirety by reference to the full text of the press release, which is filed as Exhibit 99.2 hereto and is incorporated herein by reference. If the nominees are elected to the Board pursuant to the Nomination, such nominees would comprise a majority of the newly constituted Board, which may result in the newly constituted Board determining to take certain actions including, among other things (i) the election of a new chair of the Board, (ii) changes to the composition of the committees of the Board, (iii) removal of, or revisions to, the Company's existing shareholder rights plan or (iv) reengagement with the Reporting Person regarding a potential transaction or one or more of the other actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D. On February 23, 2026, the Reporting Person issued a press release announcing that it had submitted an acquisition proposal to acquire Frontera Petroleum International Holdings B.V. ("Frontera Petroleum"), a wholly-owned subsidiary of Frontera Energy Corporation ("Frontera") with oil and gas exploration and production assets in Colombia, in an all-cash offer for consideration of US$500 million, plus the assumption of debt, in addition to a contingent payment of US$25 million with terms that are substantially the same as the existing acquisition agreement previously announced by the Company. The foregoing summary of the press release is not intended to be complete and is qualified in its entirety by reference to the full text of the press release, which is filed as Exhibit 99.3 hereto and is incorporated herein by reference. The purpose of the acquisition proposal is to acquire the assets of Frontera Petroleum, and is not related to the Reporting Person's acquisition of Common Shares, the Nomination or the Reporting Person's plans or proposals relating thereto. However, if Frontera accepts the acquisition proposal, it would have the effect of (i) preventing the Company from acquiring such assets and (ii) changing the Company's anticipated business, and also may result in one or more of the other actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number and percentage of the Common Shares that are beneficially owned by the Reporting Person and as to which the Reporting Person has sole voting power, shared voting power, sole dispositive power and shared dispositive power are set forth on the cover page of this Statement, and such information is incorporated herein by reference. The percentage used herein is calculated based on an aggregate of 51,663,988 Common Shares outstanding as of September 30, 2025, based on the information contained in the Company's Interim Condensed Consolidated Financial Statements for the three and nine-month periods ended September 30, 2025 and 2024, included in the Company's Form 6-K dated November 5, 2025.
(b)	The information in Item 5(a) of this Statement is incorporated herein by reference.
(c)	Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information: On February 17, 2026, the Reporting Person acquired 100 Common Shares on the open market at a price of US$8.09 per share.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1: Form of Director Nomination and Indemnification Agreement Exhibit 99.2: Press Release of the Reporting Person, dated February 20, 2026 Exhibit 99.3: Press Release of the Reporting Person, dated February 23, 2026

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.

Parex Resources Inc.

Signature:	/s/ Cameron Grainger
Name/Title:	Cameron Grainger
Date:	02/23/2026

FAQ

How many GeoPark (GPRK) shares does Parex Resources now beneficially own?

Parex Resources beneficially owns 6,085,086 GeoPark common shares, representing 11.8% of the company. This percentage is based on 51,663,988 shares outstanding as of September 30, 2025, according to GeoPark’s interim financial statements referenced in the disclosure.

What is Parex Resources’ strategy toward GeoPark (GPRK)’s board of directors?

Parex has nominated six independent, highly qualified candidates for election to GeoPark’s board at the 2026 annual general meeting. It intends to solicit proxies against an equal number of current directors, aiming for its nominees to form a majority on the newly constituted board if elected.

How much has Parex Resources spent acquiring GeoPark (GPRK) shares?

Parex reports an aggregate purchase price of US$40,474,321 for the GeoPark common shares it beneficially owns. These shares were purchased using funds from Parex’s working capital, showing a substantial financial commitment to its 11.8% ownership position in GeoPark.

What recent GeoPark (GPRK) share transaction did Parex Resources disclose?

Parex disclosed that on February 17, 2026, it acquired 100 GeoPark common shares in the open market at a price of US$8.09 per share. This transaction supplements its larger existing position of 6,085,086 shares reported as beneficially owned in the same disclosure.

What acquisition proposal did Parex make involving Frontera Petroleum’s assets?

On February 23, 2026, Parex announced an all-cash proposal to acquire Frontera Petroleum International Holdings B.V. for US$500 million plus assumed debt and a contingent US$25 million. Terms are substantially the same as GeoPark’s existing acquisition agreement for those Colombian oil and gas assets.

How could Parex’s Frontera proposal affect GeoPark (GPRK)’s business plans?

If Frontera accepts Parex’s proposal, it would prevent GeoPark from acquiring Frontera Petroleum’s assets and change GeoPark’s anticipated business. The disclosure also notes this outcome may lead to other actions described in Item 4’s subparagraphs regarding potential strategic changes.