GeoPark Ltd 6-K, filed May 6, 2026
GeoPark Ltd (GPRK)
About this 6-K
GeoPark Ltd filed this 6-K on May 6, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2026
Commission File Number: 001-36298
GeoPark Limited
(Exact name of registrant as specified in its charter)
Calle 94 N° 11-30 Piso 8
Bogota, Colombia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F | X |
| Form 40-F |
GEOPARK LIMITED
TABLE OF CONTENTS
ITEM
1. | Interim Condensed Consolidated Financial Statements and Explanatory Notes for the three-month periods ended March 31, 2026 and 2025. |
Item 1
GEOPARK LIMITED
INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
AND EXPLANATORY NOTES
For the three-month periods ended March 31, 2026 and 2025
CONDENSED CONSOLIDATED STATEMENT OF INCOME
| | | | Three-month | | Three-month |
| | | | period ended | | period ended |
| | | | March 31, 2026 | | March 31, 2025 |
Amounts in US$ ´000 | | Note | | (Unaudited) | | (Unaudited) |
REVENUE | | 3 | | 128,373 | | 137,349 |
Production and operating costs | | 5 | | (37,651) | | (35,437) |
Geological and geophysical expenses | | 6 | | (2,772) | | (2,453) |
Administrative expenses | | 7 | | (7,834) | | (9,056) |
Selling expenses | | 8 | | (8,760) | | (2,168) |
Depreciation | | | | (25,987) | | (32,045) |
Write-off of unsuccessful exploration efforts | | 11 | | (1,747) | | (5,883) |
Other income (expenses), net (a) | | | | 14,390 | | 109 |
OPERATING PROFIT | | | | 58,012 | | 50,416 |
Financial expenses | | 9 | | (17,513) | | (24,836) |
Financial income | | 9 | | 1,544 | | 3,224 |
Foreign exchange loss | | 9 | | (545) | | (3,288) |
PROFIT BEFORE INCOME TAX | | | | 41,498 | | 25,516 |
Income tax expense | | 10 | | (21,315) | | (12,447) |
PROFIT FOR THE PERIOD | | | | 20,183 | | 13,069 |
Earnings per share (in US$). Basic | | | | 0.36 | | 0.25 |
Earnings per share (in US$). Diluted | | | | 0.36 | | 0.25 |
| (a) | In 2026, it includes (i) a US$ 25,000,000 break-up fee received from the unconsummated acquisition of Frontera Energy’s E&P assets (see Note 19), (ii) related transactions costs incurred in connection with such unconsummated acquisition, (iii) other non-recurring costs associated with corporate transactions, including the strategic equity investment by Grupo Gilinski (see Note 13), and (iv) a temporary net worth tax applicable to legal entities in Colombia for the 2026 tax year. |
The above condensed consolidated statement of income should be read in conjunction with the accompanying notes.
3
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| | Three-month | | Three-month |
| | period ended | | period ended |
| | March 31, 2026 | | March 31, 2025 |
Amounts in US$ ´000 | | (Unaudited) | | (Unaudited) |
Profit for the period | | 20,183 | | 13,069 |
Other comprehensive (loss) income | | | | |
Items that may be subsequently reclassified to profit or loss: | | | | |
Currency translation differences | | 168 | | 19 |
(Loss) Profit on cash flow hedges (a) | | (141,522) | | 802 |
Income tax benefit (expense) relating to cash flow hedges | | 61,467 | | (498) |
Other comprehensive (loss) profit for the period | | (79,887) | | 323 |
Total comprehensive (loss) profit for the period | | (59,704) | | 13,392 |
| (a) | Unrealized result on commodity risk management contracts designated as cash flow hedges. See Note 4. |
The above condensed consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
4
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| | Note | | At March 31, | | Year ended |
| | | | 2026 | | December 31, |
Amounts in US$ ´000 | | | | (Unaudited) | | 2025 |
ASSETS | | | | | | |
NON CURRENT ASSETS | | | | | | |
Property, plant and equipment | | 11 | | 768,699 | | 775,686 |
Right-of-use assets | | | | 19,990 | | 20,496 |
Prepayments and other receivables | | 12 | | 4,084 | | 3,990 |
Other financial assets | | | | 13 | | 12 |
Deferred income tax asset | | | | 20,653 | | 20,579 |
TOTAL NON CURRENT ASSETS | | | | 813,439 | | 820,763 |
CURRENT ASSETS | | | | | | |
Inventories | | | | 14,496 | | 12,379 |
Trade receivables | | | | 69,434 | | 39,095 |
Prepayments and other receivables | | 12 | | 36,832 | | 42,394 |
Derivative financial instrument assets | | 17 | | — | | 25,498 |
Other financial assets | | | | — | | — |
Cash and cash equivalents | | | | 274,895 | | 100,318 |
TOTAL CURRENT ASSETS | | | | 395,657 | | 219,684 |
TOTAL ASSETS | | | | 1,209,096 | | 1,040,447 |
EQUITY | | | | | | |
Equity attributable to owners of the Company | | | | | | |
Share capital | | 13 | | 65 | | 52 |
Share premium | | | | 187,854 | | 79,716 |
Translation reserve | | | | (11,438) | | (11,606) |
Other reserves | | | | (52,411) | | 27,644 |
Retained earnings | | | | 168,460 | | 149,991 |
TOTAL EQUITY | | | | 292,530 | | 245,797 |
LIABILITIES | | | | | | |
NON CURRENT LIABILITIES | | | | | | |
Borrowings | | 14 | | 441,387 | | 535,080 |
Lease liabilities | | | | 20,256 | | 18,889 |
Provisions and other long-term liabilities | | 15 | | 24,727 | | 24,630 |
Derivative financial instrument liabilities | | 17 | | 13,357 | | — |
Deferred income tax liability | | | | 21,282 | | 78,821 |
TOTAL NON CURRENT LIABILITIES | | | | 521,009 | | 657,420 |
CURRENT LIABILITIES | | | | | | |
Borrowings | | 14 | | 166,576 | | 18,467 |
Lease liabilities | | | | 5,089 | | 7,106 |
Derivative financial instrument liabilities | | 17 | | 116,759 | | 620 |
Current income tax liabilities | | | | 1,952 | | — |
Trade and other payables | | 16 | | 105,181 | | 111,037 |
TOTAL CURRENT LIABILITIES | | | | 395,557 | | 137,230 |
TOTAL LIABILITIES | | | | 916,566 | | 794,650 |
TOTAL EQUITY AND LIABILITIES | | | | 1,209,096 | | 1,040,447 |
The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.
5
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| | Attributable to owners of the Company | ||||||||||
| | Share | | Share | | Translation | | Other | | Retained | | |
Amount in US$ ´000 | | Capital | | Premium | | Reserve | | Reserve | | earnings | | Total |
Equity at January 1, 2025 | | 51 | | 73,750 | | (11,590) | | 15,053 | | 126,027 | | 203,291 |
Comprehensive income: | | | | | | | | | | | | |
Profit for the three-month period | | — | | — | | — | | — | | 13,069 | | 13,069 |
Other comprehensive profit for the period | | — | | — | | 19 | | 304 | | — | | 323 |
Total comprehensive profit for the period ended March 31, 2025 | | — | | — | | 19 | | 304 | | 13,069 | | 13,392 |
Transactions with owners: | | | | | | | | | | | | |
Share-based payment | | — | | 751 | | — | | — | | 782 | | 1,533 |
Cash distribution | | — | | — | | — | | — | | (7,525) | | (7,525) |
Total transactions with owners for the period ended March 31, 2025 | | — | | 751 | | — | | — | | (6,743) | | (5,992) |
Balance at March 31, 2025 (Unaudited) | | 51 | | 74,501 | | (11,571) | | 15,357 | | 132,353 | | 210,691 |
| | | | | | | | | | | | |
Equity at January 1, 2026 | | 52 | | 79,716 | | (11,606) | | 27,644 | | 149,991 | | 245,797 |
Comprehensive income: | | | | | | | | | | | | |
Profit for the three-month period | | — | | — | | — | | — | | 20,183 | | 20,183 |
Other comprehensive profit (loss) for the period | | — | | — | | 168 | | (80,055) | | — | | (79,887) |
Total comprehensive profit (loss) for the period ended March 31, 2026 | | — | | — | | 168 | | (80,055) | | 20,183 | | (59,704) |
Transactions with owners: | | | | | | | | | | | | |
Issue of share capital (Note 13) | | 13 | | 106,987 | | — | | — | | — | | 107,000 |
Share-based payment | | — | | 1,151 | | — | | — | | 223 | | 1,374 |
Cash distribution | | — | | — | | — | | — | | (1,937) | | (1,937) |
Total transactions with owners for the period ended March 31, 2026 | | 13 | | 108,138 | | — | | — | | (1,714) | | 106,437 |
Balance at March 31, 2026 (Unaudited) | | 65 | | 187,854 | | (11,438) | | (52,411) | | 168,460 | | 292,530 |
The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
| | Three-month | | Three-month |
| | period ended | | period ended |
| | March 31, 2026 | | March 31, 2025 |
Amounts in US$ ´000 | | (Unaudited) | | (Unaudited) |
Operating activities | | | | |
Profit for the period | | 20,183 | | 13,069 |
Adjustments for: | | | | |
Income tax expense | | 21,315 | | 12,447 |
Depreciation | | 25,987 | | 32,045 |
Loss on disposal of property, plant and equipment | | 14 | | 29 |
Write-off of unsuccessful exploration efforts | | 1,747 | | 5,883 |
Borrowings cancellation costs | | — | | 6,240 |
Amortization of other long-term liabilities | | — | | (23) |
Accrual of borrowing interests | | 12,095 | | 11,767 |
Unwinding of long-term liabilities | | 1,099 | | 1,449 |
Accrual of share-based payment | | 1,374 | | 1,533 |
Foreign exchange loss | | 702 | | 3,288 |
Income tax paid (a) | | (348) | | (4,880) |
Change in working capital (b) | | (34,188) | | (161,610) |
Cash flows from (used in) operating activities - net | | 49,980 | | (78,763) |
Investing activities | | | | |
Purchase of property, plant and equipment | | (21,997) | | (22,614) |
Proceeds from divestment of long-term assets (c) | | — | | 15,939 |
Cash flows used in investing activities - net | | (21,997) | | (6,675) |
Financing activities | | | | |
Proceeds from issuance of shares (Note 13) | | 107,000 | | — |
Proceeds from borrowings | | 65,000 | | 550,000 |
Debt issuance costs paid | | — | | (5,034) |
Principal paid | | — | | (405,333) |
Interest paid | | (22,265) | | (14,555) |
Lease payments | | (1,267) | | (1,489) |
Cash distribution | | (1,937) | | (7,525) |
Cash flows from financing activities - net | | 146,531 | | 116,064 |
Net increase in cash and cash equivalents | | 174,514 | | 30,626 |
Cash and cash equivalents at January 1 | | 100,318 | | 276,750 |
Currency translation differences | | 63 | | 617 |
Cash and cash equivalents at the end of the period | | 274,895 | | 307,993 |
Ending Cash and cash equivalents are specified as follows: | | | | |
Cash at bank and bank deposits | | 274,893 | | 307,981 |
Cash in hand | | 2 | | 12 |
Cash and cash equivalents | | 274,895 | | 307,993 |
| (a) | Includes self-withholding taxes of US$ 348,000 and US$ 4,880,000 during the three-month periods ended March 31, 2026 and 2025, respectively. |
| (b) | Includes withholding taxes from clients of US$ 3,437,000 and US$ 4,536,000 during the three-month periods ended March 31, 2026 and 2025, respectively. In 2025, it also included a partial repayment of an advance payment drawn from the offtake and prepayment agreement with Vitol of US$ 132,769,000 (see Note 29.1 to the annual consolidated financial statements as of and for the year ended December 31, 2025). |
| (c) | In 2025, net cash received from the divestments of the Llanos 32 Block in Colombia and the Manati gas field in Brazil (see Note 34.4 and 34.2, respectively, to the annual consolidated financial statements as of and for the year ended December 31, 2025). |
The above condensed consolidated statement of cash flow should be read in conjunction with the accompanying notes.
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EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1
General information
GeoPark Limited (the “Company”) is a company incorporated under the laws of Bermuda. The registered office address is Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.
The principal activity of the Company and its subsidiaries (the “Group” or “GeoPark”) is the exploration, development and production for oil and gas reserves in Latin America.
These interim condensed consolidated financial statements were authorized for issue by the Board of Directors on May 5, 2026.
Basis of Preparation
The interim condensed consolidated financial statements of GeoPark Limited are presented in accordance with IAS 34 “Interim Financial Reporting”. They do not include all of the information required for full annual financial statements and should be read in conjunction with the annual consolidated financial statements as of and for the year ended December 31, 2025, which have been prepared in accordance with IFRS.
The interim condensed consolidated financial statements have been prepared in accordance with the accounting policies applied in the most recent annual consolidated financial statements. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. The amendments and interpretations detailed in the annual consolidated financial statements as of and for the year ended December 31, 2025, that apply for the first time in 2026, do not have an impact on the interim condensed consolidated financial statements of the Group.
Whenever necessary, certain comparative amounts have been reclassified to conform to changes in presentation in the current period.
Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual profit or loss.
The activities of the Group are not subject to significant seasonal changes.
Estimates
The preparation of interim financial information requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. Actual results may differ from these estimates.
In preparing these interim condensed consolidated financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the annual consolidated financial statements as of and for the year ended December 31, 2025.
Financial risk management
The Group’s activities expose it to a variety of financial risks: currency risk, price risk, credit risk concentration, funding and liquidity risk, interest risk and capital risk. The interim condensed consolidated financial statements do not include all the financial risk management information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Group’s annual consolidated financial statements as of and for the year ended December 31, 2025.
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Note 1 (Continued)
Financial risk management (Continued)
The Group is continually reviewing its exposure to the current market conditions and adjusting its capital expenditures program which remains flexible and quickly adaptable to different oil price scenarios. GeoPark also continues to add new oil hedges, increasing its price risk protection within the upcoming fifteen months.
As of March 31, 2026, the Group maintained a cash position of US$ 274,895,000, had access to up to US$ 310,000,000 of committed prepayment facilities with Vitol C.I. Colombia S.A.S. (“Vitol”), a US$ 100,000,000 senior unsecured credit agreement with Banco BTG Pactual S.A. and Banco Latinoamericano de Comercio Exterior S.A., and US$ 133,438,000 in uncommitted credit lines (including US$ 46,000,000 in Argentina). Additionally, GeoPark Argentina S.A., the Group’s Argentine subsidiary, has approval from the Argentine securities regulator to issue up to US$ 500,000,000 in debt securities and, in February 2026, entered into an unsecured committed credit facility with Banco Galicia y Buenos Aires S.A. for up to US$ 49,000,000.
Subsidiary undertakings
The following chart illustrates the main companies of the Group structure as of March 31, 2026:
Details of the subsidiaries and joint operations of the Group are set out in Note 19 to the annual consolidated financial statements as of and for the year ended December 31, 2025.
During the three-month period ended March 31, 2026, the following changes to the Group structure took place:
| ● | On February 13, 2026, ESBUENO XXI, S.L.U., a dormant company incorporated in Spain, was acquired in connection with the unconsummated acquisition of Frontera Energy’s E&P assets in Colombia (see Note 19). The company is wholly owned by GeoPark Colombia, S.L.U. |
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Note 2
Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Committee. This committee is integrated by the Chief Executive Officer, Chief Financial Officer, Chief Exploration and Development Officer, Chief Operating Officer and Chief People Officer. This committee reviews the Group’s internal reporting to assess performance and allocate resources. Management has determined the operating segments based on these reports. The committee considers the business from a geographic perspective.
The Executive Committee assesses the performance of the operating segments based on a measure of Adjusted EBITDA. Adjusted EBITDA is defined as profit (loss) for the period (determined as if IFRS 16 Leases has not been adopted), before net finance results, income tax, depreciation, amortization, certain non-cash items such as impairments and write-offs of unsuccessful exploration efforts, accrual of share-based payment, unrealized result on commodity risk management contracts, geological and geophysical expenses allocated to capitalized projects, and other non-recurring events. Other information provided to the Executive Committee is measured in a manner consistent with that in the consolidated financial statements.
Three-month period ended March 31, 2026:
Amounts in US$ ´000 | | Total | | Colombia | | Argentina | | Other (a) | | Corporate |
Revenue | | 128,373 | | 120,393 | | 7,980 | | — | | — |
Sale of crude oil | | 138,568 | | 130,617 | | 7,951 | | — | | — |
Sale of gas | | 29 | | — | | 29 | | — | | — |
Commodity risk management contracts designated as cash flow hedges | | (10,224) | | (10,224) | | — | | — | | — |
Production and operating costs | | (37,651) | | (32,969) | | (4,682) | | — | | — |
Royalties in cash | | (2,690) | | (1,669) | | (1,021) | | — | | — |
Economic rights in cash | | (864) | | (864) | | — | | — | | — |
Share-based payment | | (85) | | (68) | | (17) | | — | | — |
Operating costs | | (34,012) | | (30,368) | | (3,644) | | — | | — |
Depreciation | | (25,987) | | (23,582) | | (2,405) | | — | | — |
Adjusted EBITDA | | 71,282 | | 72,446 | | 1,188 | | (277) | | (2,075) |
| (a) | Includes the Brazil and Ecuador segments. The divestments of working interests in the Manati gas field in Brazil and the Perico and Espejo Blocks in Ecuador were completed in December 2025 (see Notes 34.2 and 34.3, respectively, to the annual consolidated financial statements as of and for the year ended December 31, 2025). |
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Note 2 (Continued)
Segment information (Continued)
Three-month period ended March 31, 2025:
Amounts in US$ '000 | | Total | | Colombia | | Argentina | | Other (a) | | Corporate |
Revenue | | 137,349 | | 129,869 | | — | | 7,061 | | 419 |
Sale of crude oil | | 137,145 | | 130,084 | | — | | 7,061 | | — |
Sale of purchased crude oil | | 419 | | — | | — | | — | | 419 |
Commodity risk management contracts designated as cash flow hedges | | (215) | | (215) | | — | | — | | — |
Production and operating costs | | (35,437) | | (31,471) | | — | | (3,649) | | (317) |
Royalties in cash | | (1,191) | | (1,191) | | — | | — | | — |
Economic rights in cash | | (846) | | (846) | | — | | — | | — |
Share-based payment | | (158) | | (132) | | — | | (26) | | — |
Operating costs | | (33,242) | | (29,302) | | — | | (3,623) | | (317) |
Depreciation | | (32,045) | | (29,692) | | — | | (2,353) | | — |
Adjusted EBITDA | | 87,944 | | 88,389 | | (1,241) | | 1,906 | | (1,110) |
Total Assets | | Total | | Colombia | | Argentina | | Other (a) | | Corporate (b) |
March 31, 2026 | | 1,209,096 | | 946,520 | | 159,791 | | 9,114 | | 93,671 |
December 31, 2025 | | 1,040,447 | | 867,288 | | 158,596 | | 10,239 | | 4,324 |
| (a) | Includes the Brazil and Ecuador segments. The divestments of working interests in the Manati gas field in Brazil and the Perico and Espejo Blocks in Ecuador were completed in December 2025 (see Notes 34.2 and 34.3, respectively, to the annual consolidated financial statements as of and for the year ended December 31, 2025). |
| (b) | The increase in 2026 mainly relates to cash received from the equity investment by Grupo Gilinski (see Note 13). |
A reconciliation of Adjusted EBITDA to Profit for the period is provided as follows:
| | | Three-month | | Three-month |
| | | period ended | | period ended |
| | | March 31, 2026 | | March 31, 2025 |
Adjusted EBITDA | | | 71,282 | | 87,944 |
Depreciation (a) | | | (25,987) | | (32,045) |
Write-off of unsuccessful exploration efforts | | | (1,747) | | (5,883) |
Share-based payment | | | (1,374) | | (1,533) |
Lease accounting - IFRS 16 | | | 1,267 | | 1,489 |
Others (b) | | | 14,571 | | 444 |
Operating profit | | | 58,012 | | 50,416 |
Financial expenses | | | (17,513) | | (24,836) |
Financial income | | | 1,544 | | 3,224 |
Foreign exchange loss | | | (545) | | (3,288) |
Profit before income tax | | | 41,498 | | 25,516 |
Income tax expense | | | (21,315) | | (12,447) |
Profit for the period | | | 20,183 | | 13,069 |
| (a) | Net of capitalized costs for oil stock included in Inventories. |
| (b) | Includes allocation to capitalized projects. In 2026, it also includes (i) a US$ 25,000,000 break-up fee received from the unconsummated acquisition of Frontera Energy’s E&P assets (see Note 19), (ii) related transactions costs incurred in connection with such unconsummated acquisition, (iii) other non-recurring costs associated with corporate transactions, including the strategic equity investment by Grupo Gilinski (see Note 13), and (iv) a temporary net worth tax applicable to legal entities in Colombia for the 2026 tax year. |
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Note 3
Revenue
| | Three-month | | Three-month |
| | period ended | | period ended |
Amounts in US$ ´000 | | March 31, 2026 | | March 31, 2025 |
Sale of crude oil | | 138,568 | | 137,145 |
Sale of purchased crude oil | | — | | 419 |
Sale of gas | | 29 | | — |
Commodity risk management contracts designated as cash flow hedges (a) | | (10,224) | | (215) |
| | 128,373 | | 137,349 |
| (a) | Realized result on commodity risk management contracts designated as cash flow hedges. See Note 4. |
Note 4
Commodity risk management contracts
The Group has entered into derivative financial instruments to manage its exposure to oil price risk. These derivatives are zero-premium collars and zero-premium 3 ways (put spread plus call) and were placed with major financial institutions and commodity traders. The Group entered into the derivatives under ISDA Master Agreements and Credit Support Annexes, which provide credit lines for collateral posting, thus alleviating possible liquidity needs under the instruments and protecting the Group from potential non-performance risk by its counterparties.
The Group’s derivatives are designated and qualify as cash flow hedges. The effective portion of changes in the fair values of these derivative contracts are recognized under Other Reserves within Equity. The gains or losses relating to the ineffective portion, if any, are recognized immediately as gains or losses in the results of the periods in which they occur. The amount accumulated in Other Reserves is reclassified to profit or loss as a reclassification adjustment in the same period or periods during which the hedged cash flows affect profit or loss, and are included as part of the Revenue line item in the Condensed Consolidated Statement of Income (see Note 3).
The following table summarizes the Group’s production hedged during the three-month period ended March 31, 2026, and for the following periods as a consequence of the derivative contracts in force as of March 31, 2026:
| | | | | | Volume | | Average |
Period | | Reference | | Type | | bbl/d | | price US$/bbl |
January 1, 2026 - December 31, 2026 | | ICE BRENT | | Zero Premium 3 Ways | | 5,000 | | 50.00-65.00 Put 70.93 Call |
January 1, 2026 - March 31, 2026 | | ICE BRENT | | Zero Premium 3 Ways | | 7,000 | | 50.00-65.00 Put 73.86 Call |
January 1, 2026 - March 31, 2026 | | ICE BRENT | | Zero Premium Collars | | 1,000 | | 68.00 Put 77.40 Call |
April 1, 2026 - June 30, 2026 | | ICE BRENT | | Zero Premium 3 Ways | | 12,000 | | 50.83-64.58 Put 73.78 Call |
April 1, 2026 - June 30, 2026 | | ICE BRENT | | Zero Premium Collars | | 2,000 | | 67.00 Put 74.06 Call |
July 1, 2026 - December 31, 2026 | | ICE BRENT | | Zero Premium 3 Ways | | 2,000 | | 50.00-65.00 Put 69.35 Call |
July 1, 2026 - September 30, 2026 | | ICE BRENT | | Zero Premium 3 Ways | | 13,000 | | 51.15-64.77 Put 71.74 Call |
October 1, 2026 - December 31, 2026 | | ICE BRENT | | Zero Premium 3 Ways | | 18,000 | | 51.11-64.28 Put 71.43 Call |
January 1, 2027 - March 31, 2027 | | ICE BRENT | | Zero Premium 3 Ways | | 18,000 | | 51.50-65.00 Put 71.25 Call |
April 1, 2027 - June 30, 2027 | | ICE BRENT | | Zero Premium 3 Ways | | 15,000 | | 50.80-65.00 Put 72.41 Call |
July 1, 2027 - September 30, 2027 | | ICE BRENT | | Zero Premium 3 Ways | | 5,000 | | 50.00-65.80 Put 77.24 Call |
October 1, 2027 - December 31, 2027 | | ICE BRENT | | Zero Premium 3 Ways | | 5,000 | | 50.00-65.80 Put 76.96 Call |
As of March 31, 2026, the Group had a derivative liability of US$ 129,799,000 related to commodity risk management contracts (see Note 17). This balance includes US$ 10,454,000 of amounts realized in March and settled in cash in April 2026, with the remaining US$ 119,345,000 corresponding to the unrealized mark-
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to-market valuation of outstanding positions as of period end, primarily driven by the increase in the forward oil price curve (see Note 20).
Note 5
Production and operating costs
| | Three-month | | Three-month |
| | period ended | | period ended |
Amounts in US$ ´000 | | March 31, 2026 | | March 31, 2025 |
Staff costs | | 5,170 | | 3,375 |
Share-based payment | | 85 | | 158 |
Royalties in cash | | 2,690 | | 1,191 |
Economic rights in cash | | 864 | | 846 |
Well and facilities maintenance | | 5,601 | | 5,288 |
Operation and maintenance | | 4,007 | | 1,432 |
Consumables | | 8,170 | | 7,725 |
Equipment rental | | 2,289 | | 1,843 |
Transportation costs | | 854 | | 1,217 |
Field camp | | 1,104 | | 1,246 |
Safety and insurance costs | | 913 | | 671 |
Personnel transportation | | 789 | | 623 |
Consultant fees | | 243 | | 530 |
Gas plant costs | | 34 | | 359 |
Non-operated blocks costs | | 4,440 | | 5,791 |
Crude oil stock variation | | (1,172) | | 1,954 |
Purchased crude oil | | — | | 317 |
Other costs | | 1,570 | | 871 |
| | 37,651 | | 35,437 |
Note 6
Geological and geophysical expenses
| | Three-month | | Three-month |
| | period ended | | period ended |
Amounts in US$ ´000 | | March 31, 2026 | | March 31, 2025 |
Staff costs | | 1,999 | | 1,871 |
Share-based payment | | 4 | | 83 |
Allocation to capitalized project | | (181) | | (335) |
Other services | | 950 | | 834 |
| | 2,772 | | 2,453 |
13
Note 7
Administrative expenses
| | Three-month | | Three-month |
| | period ended | | period ended |
Amounts in US$ ´000 | | March 31, 2026 | | March 31, 2025 |
Staff costs | | 6,631 | | 6,564 |
Share-based payment | | 1,285 | | 1,290 |
Consultant fees | | 1,428 | | 1,360 |
Safety and insurance costs | | 544 | | 775 |
Travel expenses | | 213 | | 89 |
Non-operated blocks expenses | | (47) | | 252 |
Director fees and allowance | | 118 | | 100 |
Communication and IT costs | | 67 | | 658 |
Allocation to joint operations | | (2,413) | | (2,559) |
Other administrative expenses | | 8 | | 527 |
| | 7,834 | | 9,056 |
Note 8
Selling expenses
| | Three-month | | Three-month |
| | period ended | | period ended |
Amounts in US$ ´000 | | March 31, 2026 | | March 31, 2025 |
Staff costs | | 150 | | 124 |
Share-based payment | | — | | 2 |
Transportation (a) | | 7,599 | | 1,050 |
Selling taxes and other | | 1,011 | | 992 |
| | 8,760 | | 2,168 |
| (a) | The fluctuation in transportation costs is mainly attributed to deliveries at different sales points in the CPO-5 and Llanos 123 Blocks in Colombia, including the shift to export delivery locations under a new commercial arrangement with BP Products North America Inc. since August 2025. Sales at the wellhead incur no selling costs but yield lower revenue, while transportation expenses for sales to alternative or export delivery points are recognized as selling expenses. |
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Note 9
Financial results
| | Three-month | | Three-month |
| | period ended | | period ended |
Amounts in US$ ´000 | | March 31, 2026 | | March 31, 2025 |
Financial expenses | | | | |
Bank charges and other financial costs (a) | | (4,319) | | (5,380) |
Borrowings cancellation costs (b) | | — | | (6,240) |
Interest and amortization of debt issue costs | | (12,095) | | (11,767) |
Unwinding of long-term liabilities | | (1,099) | | (1,449) |
| | (17,513) | | (24,836) |
Financial income | | | | |
Interest received | | 1,544 | | 3,224 |
| | 1,544 | | 3,224 |
Foreign exchange gains and losses | | | | |
Foreign exchange loss | | (385) | | (4,589) |
Realized result on currency risk management contracts (c) | | 157 | | — |
Unrealized result on currency risk management contracts (c) | | (317) | | 1,301 |
| | (545) | | (3,288) |
Total financial results | | (16,514) | | (24,900) |
| (a) | During the three-month period ended March 31, 2026, includes withholding taxes associated with cross-border financing of US$ 1,835,000 (US$ 1,846,000 for the same period in 2025). |
| (b) | One-off non-cash charge resulting from the accelerated amortization of deferred issuance costs associated with the Notes due 2027 following their partial repurchase in January 2025. |
| (c) | In 2026, it relates to results from a cross-currency swap used to hedge foreign exchange exposure on a local debt with Citibank in Colombia (see Note 14). |
Note 10
Income tax
The Group calculates income tax expense using the tax rate that would be applicable to the expected total annual earnings. The main components of income tax expense in the Condensed Consolidated Statement of Income are:
| | Three-month | | Three-month |
| | period ended | | period ended |
Amounts in US$ ´000 | | March 31, 2026 | | March 31, 2025 |
Current income tax expense |
| (17,459) | | (27,984) |
Deferred income tax (expense) benefit | | (3,856) | | 15,537 |
| | (21,315) | | (12,447) |
The Group’s consolidated effective tax rate was 51% and 49% for the three-month periods ended March 31, 2026 and 2025, respectively.
As of March 31, 2026 and 2025, the statutory income tax rate in Colombia was 35%, though a tax surcharge is also applicable, impacting companies engaged in the extraction of crude oil like GeoPark. The tax surcharge varies from zero to 15%, depending on different Brent oil prices. The Group currently estimates a tax surcharge of 10% for 2026, and therefore, the applicable statutory income tax rate in Colombia for 2026 would be 45%.
The Group’s consolidated effective tax rate of 51% for the three-month period ended March 31, 2026, which is higher than the applicable statutory income tax rate in Colombia, is mainly driven by the effect of the increase in the estimated tax surcharge in Colombia on deferred income taxes and non-deductible tax losses in non-taxable jurisdictions.
15
Note 11
Property, plant and equipment
| | | | Furniture, | | | | | | | | Exploration | | |
| | | | equipment | | Production | | Buildings | | | | and | | |
| | Oil & gas | | and | | facilities and | | and | | Construction | | evaluation | | |
Amounts in US$ ´000 | | properties | | vehicles | | machinery | | improvements | | in progress | | assets | | Total |
Cost at January 1, 2025 | | 1,034,846 | | 14,231 | | 192,502 | | 4,363 | | 24,117 | | 100,955 | | 1,371,014 |
Additions | | 327 | (a) | 465 | | — | | 4 | | 12,499 | | 9,646 | | 22,941 |
Write-offs | | — | | — | | — | | — | | — | | (5,883) | (b) | (5,883) |
Transfers | | 15,014 | | — | | 11,501 | | — | | (26,388) | | (127) | | — |
Currency translation differences | | 3,023 | | 38 | | 253 | | 7 | | 20 | | 8 | | 3,349 |
Disposals | | — | | (538) | | — | | (94) | | — | | — | | (632) |
Divestment of long-term assets (c) | | (69,699) | | — | | (8,148) | | — | | (329) | | — | | (78,176) |
Cost at March 31, 2025 | | 983,511 | | 14,196 | | 196,108 | | 4,280 | | 9,919 | | 104,599 | | 1,312,613 |
| | | | | | | | | | | | | | |
Cost at January 1, 2026 | | 1,090,004 | | 14,508 | | 204,017 | | 4,301 | | 32,489 | | 96,009 | | 1,441,328 |
Additions | | (257) | (a) | 565 | | — | | — | | 21,286 | | 146 | | 21,740 |
Write-offs | | — | | — | | — | | — | | — | | (1,747) | (d) | (1,747) |
Transfers | | 10,227 | | — | | 7,670 | | — | | (17,616) | | (281) | | — |
Currency translation differences | | — | | — | | — | | — | | — | | 13 | | 13 |
Disposals | | — | | (98) | | — | | — | | — | | — | | (98) |
Cost at March 31, 2026 | | 1,099,974 | | 14,975 | | 211,687 | | 4,301 | | 36,159 | | 94,140 | | 1,461,236 |
| | | | | | | | | | | | | | |
Depreciation and write-down at January 1, 2025 | | (529,718) | | (11,809) | | (85,759) | | (3,237) | | — | | — | | (630,523) |
Depreciation | | (26,598) | | (386) | | (3,363) | | (63) | | — | | — | | (30,410) |
Currency translation differences | | (2,665) | | (37) | | (235) | | (7) | | — | | — | | (2,944) |
Disposals | | — | | 509 | | — | | 94 | | — | | — | | 603 |
Divestment of long-term assets (c) | | 52,523 | | — | | 7,498 | | — | | | | | | 60,021 |
Depreciation and write-down at March 31, 2025 | | (506,458) | | (11,723) | | (81,859) | | (3,213) | | — | | — | | (603,253) |
| | | | | | | | | | | | | | |
Depreciation and write-down at January 1, 2026 | | (556,226) | | (12,700) | | (93,318) | | (3,398) | | — | | — | | (665,642) |
Depreciation | | (22,505) | | (359) | | (4,068) | | (47) | | — | | — | | (26,979) |
Disposals | | — | | 84 | | — | | — | | — | | — | | 84 |
Depreciation and write-down at March 31, 2026 | | (578,731) | | (12,975) | | (97,386) | | (3,445) | | — | | — | | (692,537) |
| | | | | | | | | | | | | | |
Carrying amount at March 31, 2025 | | 477,053 | | 2,473 | | 114,249 | | 1,067 | | 9,919 | | 104,599 | | 709,360 |
Carrying amount at March 31, 2026 | | 521,243 | | 2,000 | | 114,301 | | 856 | | 36,159 | | 94,140 | | 768,699 |
| (a) | Corresponds to the effect of the change in the estimate of asset retirement obligations. |
| (b) | Corresponds to one exploration well drilled in the PUT-8 Block in Colombia. |
| (c) | Corresponds to the divestments of non-operated working interests in the Llanos 32 Block in Colombia and the Manati gas field in Brazil (see Note 34.4 and 34.2, respectively, to the annual consolidated financial statements as of and for the year ended December 31, 2025). |
| (d) | Corresponds to one exploration well drilled in the Llanos 104 Block in Colombia. |
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Note 12
Prepayments and other receivables
| | At | | Year ended |
Amounts in US$ ´000 | | March 31, 2026 | | December 31, 2025 |
V.A.T. | | 2,195 | | 2,264 |
Income tax payments in advance | | 4,039 | | 13,153 |
Other prepaid taxes | | 1,280 | | 965 |
To be recovered from co-venturers | | 12,765 | | 14,610 |
Prepayments and other receivables | | 20,637 | | 15,392 |
| | 40,916 | | 46,384 |
Classified as follows: | | | | |
Current | | 36,832 | | 42,394 |
Non-current | | 4,084 | | 3,990 |
| | 40,916 | | 46,384 |
Note 13
Equity
Share capital
| | At | | Year ended |
Issued share capital | | March 31, 2026 | | December 31, 2025 |
Common stock (US$ ´000) | | 65 | | 52 |
The share capital is distributed as follows: | | | | |
Common shares, of nominal US$ 0.001 | | 64,683,076 | | 51,707,198 |
Total common shares in issue | | 64,683,076 | | 51,707,198 |
| | | | |
Authorized share capital | | | | |
US$ per share | | 0.001 | | 0.001 |
| | | | |
Number of common shares (US$ 0.001 each) | | 5,171,949,000 | | 5,171,949,000 |
Amount in US$ | | 5,171,949 | | 5,171,949 |
GeoPark’s share capital only consists of common shares. The authorized share capital consists of 5,171,949,000 common shares, par value US$ 0.001 per share. All of the Company’s issued and outstanding common shares are fully paid and nonassessable.
As of March 31, 2026, the Company held 11,248,937 (11,348,762 as of December 31, 2025) common shares in treasury, which had been repurchased under the share buyback programs. Treasury shares are recorded as a deduction from equity and are not entitled to vote or receive dividends. Accordingly, the number of shares outstanding used for earnings-per-share calculations excludes treasury shares. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of treasury shares.
17
Note 13 (Continued)
Equity (Continued)
Strategic equity investment by Grupo Gilinski
On March 5, 2026, GeoPark Limited entered into a share purchase agreement (the “SPA”) with Colden Investments S.A. (“Colden”), an affiliate of Jaime Gilinski, who leads Grupo Gilinski. Under the SPA, Colden invested US$ 107,000,000 to acquire 12,876,053 newly issued common shares of the Company at a price of US$ 8.31 per share. Following the closing of the transaction, Colden held approximately 20% of the Company’s outstanding common shares and became the Company’s largest shareholder.
Pursuant to the SPA, Colden is entitled to nominate two directors to the Company’s nine-member Board of Directors at that ownership level, subject to applicable corporate governance procedures and NYSE requirements. In addition, the SPA includes, among other provisions, an eighteen-month lock-up commitment, certain approval rights while maintaining a minimum 15% ownership stake, and ownership limitations requiring Board approval for increases above 32% during the first twelve months. Gabriel Gilinski was appointed to fill a vacancy on the Board.
During March 2026, Colden and Spaldy Investments Limited, both controlled by Jaime Gilinski, increased their ownership through open market purchases and, as of March 31, 2026, held approximately 25.8% of the Company’s outstanding common shares. In April 2026, their combined ownership further increased to approximately 28%. Under the SPA, upon reaching 28% or more of the Company’s outstanding common shares, Colden becomes entitled to nominate up to three directors to the Company’s nine-member Board, subject to customary corporate governance procedures, applicable law and NYSE requirements. If entitled to nominate three directors, at least one of the Colden nominees must qualify as an independent director under applicable standards.
Cash distributions
In February 2026, the Company’s Board of Directors declared cash dividends of US$ 0.03 per share which were paid on March 31, 2026.
Other reserves
GeoPark applies hedge accounting for the derivative financial instruments entered to manage its exposure to oil price risk. Consequently, the Group’s derivatives are designated and qualify as cash flow hedges and, therefore, the effective portion of changes in the fair values of these derivative contracts and the income tax relating to those results are recognized under Other Reserves within Equity. The amount accumulated in Other Reserves is reclassified to profit or loss as a reclassification adjustment in the same period or periods during which the hedged cash flows affect profit or loss. During the three-month period ended March 31, 2026, a realized loss of US$ 10,224,000 on commodity risk management contracts was reclassified to the Condensed Consolidated Statement of Income.
18
Note 14
Borrowings
The outstanding amounts are as follows:
| | At | | Year ended |
Amounts in US$ ´000 | | March 31, 2026 | | December 31, 2025 |
Notes due 2030 | | | | |
Nominal amount | | 441,679 | | 441,679 |
Unamortized debt issuance costs | | (3,292) | | (3,469) |
Accrued interests | | 6,434 | | 16,095 |
| | 444,821 | | 454,305 |
Notes due 2027 | | | | |
Nominal amount | | 94,667 | | 94,667 |
Unamortized debt issuance costs | | (610) | | (797) |
Accrued interests | | 1,070 | | 2,372 |
| | 95,127 | | 96,242 |
| | | | |
Local debt in Colombia (a) | | 68,015 | | 3,000 |
| | | | |
Total borrowings | | 607,963 | | 553,547 |
Classified as follows:
Current | | 166,576 | | 18,467 |
Non-Current | | 441,387 | | 535,080 |
| (a) | Includes local borrowings in Colombia as described below. |
In December 2025, GeoPark Colombia S.A.S. executed a loan agreement with Bancolombia Panamá, S.A. for an amount of US$ 3,000,000 to finance sustainable capital requirements associated with the Orinoquia Regenera project in Colombia. The loan carries a variable interest rate of SOFR risk-free rate plus a margin of 1.8% per annum and matures on December 20, 2029. Principal is repayable semi-annually in equal installments following a grace period of two years, and interest is payable semi-annually on the outstanding balance.
In January 2026, GeoPark Colombia S.A.S. obtained two short-term loans from Bancolombia Panamá, S.A. totaling US$ 25,000,000 (US$ 17,000,000 and US$ 8,000,000) to fund the advance payment related to the unconsummated acquisition of Frontera Energy’s E&P assets in Colombia (see Note 19). The loans were disbursed on January 23, 2026. In February 2026, the terms of these loans were amended, and the loans were restructured to bear interest at a fixed annual rate of 5.06320% and to mature on February 3, 2027.
In February 2026, GeoPark Colombia S.A.S. obtained a short-term loan from Citibank Colombia S.A. for an aggregate principal amount of Colombian Pesos 145,280,000,000 (equivalent to US$ 40,000,000) to support liquidity and working capital requirements in Colombia following the advance payment related to the unconsummated acquisition of Frontera Energy’s E&P assets in Colombia (see Note 19). The loan was disbursed on February 6, 2026, bears interest at a floating rate of IBR (the Colombian interbank reference rate) plus 1.53% per annum, and matures on February 3, 2027. In connection with this borrowing, the Group entered into a cross-currency swap arrangement with Citibank N.A., New York to hedge the foreign exchange exposure associated with the loan and to secure the Colombian peso cash flows required to service principal and interest payments.
19
Provisions and other long-term liabilities
The outstanding amounts are as follows:
| | At | | Year ended |
Amounts in US$ ´000 | | March 31, 2026 | | December 31, 2025 |
Assets retirement obligation | | 13,406 | | 13,397 |
Deferred income | | 626 | | 611 |
Other | | 10,695 | | 10,622 |
| | 24,727 | | 24,630 |
Trade and other payables
The outstanding amounts are as follows:
| | At | | Year ended |
Amounts in US$ ´000 | | March 31, 2026 | | December 31, 2025 |
V.A.T. | | 796 | | 3,683 |
Trade payables | | 71,836 | | 80,649 |
Customer advance payments | | 12,477 | | 2,182 |
Staff costs to be paid | | 7,707 | | 14,177 |
Royalties to be paid | | 1,838 | | 1,307 |
Taxes and other debts to be paid | | 10,358 | | 8,331 |
To be paid to co-venturers | | 169 | | 708 |
| | 105,181 | | 111,037 |
Note 17
Fair value measurement of financial instruments
Fair value hierarchy
The following table presents the Group’s financial assets and financial liabilities measured and recognized at fair value as of March 31, 2026, and December 31, 2025, on a recurring basis:
| | | | | | At |
Amounts in US$ ´000 | | Level 1 | | Level 2 | | March 31, 2026 |
Liabilities | | | | | | |
Derivative financial instrument liabilities | | | | | | |
Commodity risk management contracts | | — | | 129,799 | | 129,799 |
Currency risk management contracts | | — | | 317 | | 317 |
Total Liabilities | | — | | 130,116 | | 130,116 |
| | | | | | At |
Amounts in US$ ´000 | | Level 1 | | Level 2 | | December 31, 2025 |
Assets | | | | | | |
Derivative financial instrument assets | | | | | | |
Commodity risk management contracts | | — | | 25,474 | | 25,474 |
Energy cost risk management contracts | | | | 24 | | 24 |
Total Assets | | — | | 25,498 | | 25,498 |
Liabilities | | | | | | |
Derivative financial instrument liabilities | | | | | | |
Energy cost risk management contracts | | — | | 620 | | 620 |
Total Liabilities | | — | | 620 | | 620 |
20
Note 17 (continued)
Fair value measurement of financial instruments (continued)
Fair value hierarchy (continued)
There were no transfers between Level 2 and 3 during the period. The Group did not measure any financial assets or financial liabilities at fair value on a non-recurring basis as of March 31, 2026.
Fair values of other financial instruments (unrecognized)
The Group also has a number of financial instruments which are not measured at fair value in the balance sheet. For the majority of these instruments, the fair values are not materially different to their carrying amounts, since the interest receivable/payable is either close to current market rates or the instruments are short-term in nature.
Borrowings are comprised of fixed rate debt and are measured at their amortized cost. The Group estimates that the fair value of its financial liabilities is approximately 98% of its carrying amount, including interest accrued as of March 31, 2026. Fair value was calculated based on market price for the Notes and is within Level 1 of the fair value hierarchy.
Capital commitments
Capital commitments are detailed in Note 32.2 to the annual consolidated financial statements as of December 31, 2025. No material updates have taken place during the three-month period ended March 31, 2026.
Note 19
Business transactions
Proposed acquisition of Frontera Energy’s Colombian E&P assets (not consummated)
On January 29, 2026, GeoPark entered into an agreement with Frontera Energy Corporation (“Frontera”) to acquire 100% of Frontera Petroleum International Holdings B.V. (“Frontera International”), which consisted exclusively of oil and gas exploration and production assets in Colombia. On February 2, 2026, GeoPark paid an initial deposit of US$ 75,000,000, with the remaining balance payable at closing, subject to regulatory approvals and customary closing conditions.
On March 5, 2026, Frontera announced that its board of directors had determined that a binding offer from Parex Resources Inc. to acquire the Frontera E&P Assets constituted a “Superior Proposal” under the arrangement agreement with GeoPark, and that the five-business-day matching period had commenced.
Following such notification and after evaluating its match right, on March 9, 2026, GeoPark announced its decision not to raise its offer. As a result, on March 11, 2026, GeoPark received a US$ 25,000,000 break-up fee, which was recognized as a gain within the ‘Other income (expenses), net’ line item in the Condensed Consolidated Statement of Income. On March 13, 2026, the escrow deposit of US$ 75,000,000 was returned together with accrued interest of US$ 258,000.
21
Note 20
Oil price volatility
In March 2026, oil prices experienced increased volatility, including a sharp rise in Brent crude oil prices, driven primarily by heightened geopolitical tensions in the Middle East and concerns regarding potential disruptions to global oil supply and transportation routes.
Brent crude oil prices increased from approximately US$ 60 per barrel as of December 31, 2025 to an average of approximately US$ 100 per barrel during March 2026, with most of the increase occurring during that month.
While higher oil prices have resulted in increased revenues, the overall financial effect on the Group has been partially offset by the combined impact of existing hedging arrangements and price-linked contractual and fiscal mechanisms. In particular, higher price environments have led to increased royalties, contractual mechanisms and tax surcharges, while realized prices have been partially capped by hedge ceilings. The extent to which these factors may continue to affect future results will depend on market conditions.
22
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GeoPark Limited | |
| | |
| | |
| | |
| By: | /s/ Jaime Caballero Uribe . |
| | Name: Jaime Caballero Uribe |
| | Title: Chief Financial Officer |
Date: May 6, 2026
23