GeoPark Ltd — Form SCHEDULE 13D/A

GeoPark Limited agreed to sell its 95% stake in Energy Assets International S.A. (which owns Venezuelan oil production rights via the CPP) to Panamerican Energy Holdings S.A. (PEH) for 42.1–47.5 million GeoPark common shares, depending on Venezuelan corporate income tax rates (48–50%). The consideration is tiered: base 42,135,872 shares plus up to 5,421,589 additional shares if CIT falls below 50%. PEH simultaneously acquired ~18.1M shares from Colden (dated March 5, 2026) and will receive governance rights (board seats, tender offer obligations, registration rights) scaled to its ownership stake.