GeoPark adds Dec. 1 tax test if Miranda closes early

If the Miranda Transaction closes before December 1, 2026, two dates' Venezuelan CIT rates will factor into the additional-share calculation.

Rhea-AI Filing Summary

GeoPark Ltd (GPRK), GeoPark USA, LLC, and Panamerican Energy Holdings S.A. (PEH) amended their share purchase agreement on October 26, 2026. Under the prior agreement, at closing of the Miranda Transaction GeoPark would issue PEH 42,135,872 common shares, plus up to 5,421,589 additional shares if the Venezuelan CIT rate at closing fell within specified ranges, each below 50%. If closing occurs before December 1, 2026, the additional-share calculation will consider the CIT rates at both closing and December 1. Certain representations and warranties will also apply as of the additional-share issuance date if it differs from closing.

Reporting person Jaime Gilinski reported beneficial ownership of 18,115,791 shares, or 27.9%, including 17,915,791 shares owned by Colden Investments S.A. and 200,000 owned by Spaldy Investments Limited. The reported percentage was calculated using 64,896,377 common shares issued and outstanding as of June 30, 2026.

Key Figures

Closing Shares: 42,135,872 common shares Additional Consideration Shares: up to 5,421,589 common shares Colden Investments S.A. beneficial ownership: 17,915,791 common shares +4 more

7 metrics

Closing Shares 42,135,872 common shares Prior agreement terms; to be issued to PEH at closing of the Miranda Transaction

Additional Consideration Shares up to 5,421,589 common shares Prior agreement terms; conditional on the Venezuelan CIT rate at closing

Colden Investments S.A. beneficial ownership 17,915,791 common shares Reported beneficial ownership

Jaime Gilinski beneficial ownership 18,115,791 common shares Reported beneficial ownership

Jaime Gilinski ownership percentage 27.9% Percentage of the class reported as beneficially owned

Common shares issued and outstanding 64,896,377 common shares As of June 30, 2026; used to calculate the reported ownership percentage

Colden Investments S.A. ownership percentage 27.6% Percentage of the class reported as beneficially owned

Key Terms

CIT Rate, Additional Consideration Shares, Miranda Transaction, representations and warranties

4 terms

CIT Rate financial

"the CIT Rate applicable at closing"

Additional Consideration Shares financial

"up to 5,421,589 additional Common Shares"

Miranda Transaction financial

"at the closing of the Miranda Transaction"

representations and warranties technical

"Certain representations and warranties of the Issuer"

Representations and warranties are statements one party makes to another in a legal agreement about facts or conditions that are true at signing or will be true in the future, like ownership, financial statements, or regulatory compliance. They matter to investors because they set the factual baseline for a deal—like guarantees in a car sale—and create legal remedies or payment adjustments if those statements turn out to be false, affecting value and risk.

FAQ

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

How many shares could GeoPark issue to PEH in the Miranda Transaction?

Under the prior agreement, GeoPark would issue PEH 42,135,872 common shares at closing, plus up to 5,421,589 additional shares if the Venezuelan CIT rate at closing fell within specified ranges, each below 50%.

When do GeoPark's representations and warranties apply to the additional shares?

Certain representations and warranties of GeoPark Ltd and GeoPark USA, LLC will also be provided as of the date the additional shares are issued if that date differs from the closing date.

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

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Available on EDGAR 10/28/2026 - 11:39 AM EDT Accepted by SEC EDGAR 10/28/2026 - 11:39 AM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

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)

10/26/2026

(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) 17,915,791 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 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. 5 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, Amendment No. 3, dated April 14, 2026, Amendment No. 4, dated September 4, 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. 5 and not otherwise defined shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically amended by this Amendment No. 5, 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.
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: On October 26, 2026, the Issuer, GeoPark USA, LLC and PEH entered into Amendment No. 1 to the SPA (the "SPA Amendment"). Prior to the SPA Amendment, the SPA provided that, at the closing of the Miranda Transaction, the Issuer would issue to PEH (i) 42,135,872 Common Shares (the "Closing Shares") plus, (ii) if the Venezuelan CIT rate (the "CIT Rate") applicable at closing fell within certain specified ranges (each below 50%), up to 5,421,589 additional Common Shares (the "Additional Consideration Shares"). Pursuant to the SPA Amendment, if closing occurs before December 1, 2026, the number of Additional Consideration Shares to be issued to PEH will be determined not only by reference to the CIT Rate applicable at closing, but also to the CIT Rate applicable at December 1, 2026. Certain representations and warranties of the Issuer and GeoPark USA, LLC in the SPA will be provided also as of the date of the issuance of Additional Consideration Shares (if different from the closing date). The foregoing description of the SPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA Amendment, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	99.1. Amendment No. 1 to the Share Purchase Agreement, dated as of October 26, 2026, by and among GeoPark Limited, GeoPark USA, LLC and Panamerican Energy Holdings 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:	10/28/2026

Jaime Gilinski

Signature:	/s/ Jaime Gilinski
Name/Title:	Jaime Gilinski
Date:	10/28/2026