ECOPETROL S.A.
For the period ended Dec 31, 2025. Filed Apr 30, 2026.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2025 · Filed Apr 30, 2026
Contents
3.3 Recent Developments
| 3.3 | Recent Developments |
Ecopetrol and Frontera Energy signed a strategic regasification agreement
On February 5, 2026, Ecopetrol and Frontera Energy announced the execution of a strategic agreement for regasification services. The agreement is intended to support the timely and reliable supply of natural gas to Colombia beginning in the third quarter of 2026. The project’s initial phase provides for early capacity of 126 mmcfpd in 2026, followed by a phased expansion to up to 370 mmcfpd by 2028. This incremental capacity is expected to strengthen Colombia’s medium‑term natural gas supply and enhance the reliability of the national energy system.
Ecopetrol and Gran Tierra Entered into an agreement to extend the development of the Tisquirama and San Roque fields
On March 17, 2026, Ecopetrol and Gran Tierra entered into an agreement to extend the development and production activities of the Tisquirama and San Roque fields, located in the department of Cesar, Colombia. The agreement contemplates total investments of approximately USD 92.4 million, to be fully funded by Gran Tierra and executed over the 40 months following the completion of the transaction. Operations will be conducted within the Tisquirama Direct Operation Area.
Ecopetrol and Petrobras confirmed offshore natural gas discovery at the Copoazú‑1 exploratory well
On March 18, 2026, Ecopetrol and Petrobras confirmed a new offshore natural gas discovery following the drilling of the Copoazú‑1 exploratory well, located in the GUA‑OFF‑0 Block in deep waters of the Colombian Caribbean. Drilling operations at the Copoazú‑1 exploratory well commenced on November 11, 2025. Gas‑bearing intervals were evaluated through well logging and fluid sampling, confirming the presence of natural gas beyond the primary exploration target. These intervals will be subject to further characterization and evaluation.
Unwinding of cross-holdings in IE Madeira and IE Maranhuns
On March 19, 2026, ISA Energía Brasil S.A., informed that it had entered into a share purchase agreement with “Centrais Elétricas Brasileiras S.A.” (“Axia Energia”) to unwind the cross-holdings in Interligação Elétrica do Madeira S.A. (“IE Madeira”) and Interligação Elétrica Garanhuns S.A., through:
| ● | Acquisition of the equity interests held by Axia Energia and Axia Nordeste in IE Madeira, totaling 49% of such subsidiary; and |
| ● | Sale of the Company’s 51% equity interest in IE Garanhuns to Axia Nordeste. |
Within the scope of the cross-shareholding unwinding, the Company shall pay a cash consideration of BRL $1,174 billion (December 2025 base date), subject to the price adjustment provisions set forth in the share purchase agreement.
Closing of the transaction is subject to the satisfaction of customary conditions precedent for transactions of this nature, including the applicable approvals/clearances from the Brazilian Electricity Regulatory Agency (“ANEEL”), the Brazilian antitrust authority (“CADE”), and the required consents from certain creditors
Agreement with the Republic of Colombia related to the FEPC
On April 1, 2026, Ecopetrol S.A. and Refinería de Cartagena S.A.S. entered into an agreement with the Republic of Colombia regarding the settlement of the outstanding balance of the FEPC corresponding to the first quarter of 2025. Through Resolutions Nos. 00368 and 00369 dated March 31, 2026, the Hydrocarbons Directorate of the Ministry of Mines and Energy ordered the payment of the outstanding FEPC balance for the first quarter of 2025 for a total amount of approximately COP 1.6 trillion, of which approximately COP 1.2 trillion corresponds to Ecopetrol S.A. and approximately COP 0.4 trillion corresponds to Refinería de Cartagena S.A.S. Under this agreement, the Nation acknowledges in favor of Ecopetrol S.A. and Refinería de Cartagena S.A.S. the cost associated with the time elapsed between the execution of the agreement and the payment scheduled for December 2026.
Ecopetrol S.A. obtained authorization to carry out a debt management transaction of up to USD $1.25 billion
On April 1, 2026, Ecopetrol S.A., as part of its comprehensive debt management strategy, through Resolution No. 0666 dated April 1, 2026, the Ministry of Finance and Public Credit (“MHCP”) authorized the execution of a loan of up to USD $1.25 billion. The lenders participating in the loan are: Banco Bilbao Vizcaya Argentaria, S.A. New York Branch (USD $350 million), Bank of America, N.A. (USD $350 million), JP Morgan Chase Bank, N.A. (USD $350 million), and Bank of China Limited – Panama Branch (USD $200 million). The term of the loan will be five (5) years as from the execution date of the agreement, repayable in four (4) equal installments and bearing a floating interest rate indexed to the SOFR rate, under the terms previously agreed with the lenders.
This loan was authorized within the framework of a request submitted by Ecopetrol to execute an external public debt management. The transaction involves: (i) repayment of the USD $1.2 billion loan authorized by the MHCP under Resolution No. 0652 dated March 20, 2024, originally entered into for the acquisition of Ecopetrol’s ownership interest in Interconexión Eléctrica S.A. E.S.P; and (ii) repayment of USD $50 million of the outstanding balance of the USD $500 million loan authorized by the MHCP under Resolution No. 0910 dated April 25, 2025.
The MHCP reviewed and authorized the terms of the loan agreement, which includes customary borrower events of default, such as failure to pay principal or interest, potential impairment of the borrower’s payment capacity, impairment of the integrity of its financial information, and breach of covenants. If any such event occurs, the lenders may demand early repayment of the debt, following the procedure set forth in the agreement. The agreement also provides Ecopetrol with the right to seek recourse against the lenders if they fail to disburse funds as required. The agreement is governed by the laws of the State of New York.
Standard & Poor’s Global Ratings (S&P) Affirmed Ecopetrol’s Stand‑Alone Credit Profile and Revised Its Global Credit Rating
On April 8, 2026, S&P Global Ratings revised Ecopetrol’s global credit rating from BB to BB- with a stable outlook, in line with the adjustment to Colombia’s sovereign credit rating. S&P also affirmed Ecopetrol’s Stand‑Alone Credit Profile (SACP) at BB+. The agency noted that Ecopetrol’s credit rating continues to be constrained by Colombia’s sovereign rating due to the company’s strategic importance, government ownership, and significant contribution to the country’s fiscal revenues. As a result, Ecopetrol’s outlook mirrors that of the Colombian sovereign.
For more information, see sectionRisk Review - Risks Related to Our Business- Our ability to access credit markets may be limited by the deterioration of these markets, changes in credit ratings, and limited offering from financial institutions to participants in the oil and gas industry
Ecopetrol entered into an Agreement to acquire an equity stake in Brava Energia S.A. a company domiciled in Brazil
On April 23, 2026, Ecopetrol announced that it entered into a Share Purchase Agreement with Jive, Yellowstone and Bloco Somah Printemps Quantum, which together constitute a group of significant shareholders holding approximately 26% of the outstanding common shares of the Brazilian company Brava Energia S.A. (B3: BRAV3) (“Brava”), for the acquisition by Ecopetrol S.A., or one of its affiliates or subsidiaries within the Ecopetrol Group, of 120,813,490 shares of Brava, representing approximately 26% of Brava’s share capital.
Brava was incorporated in 2024 as a result of the merger between 3R Petroleum Óleo e Gás S.A. and Enauta Participações S.A., two oil and gas companies operating in Brazil. Brava currently conducts crude oil and natural gas production activities in offshore and onshore fields across multiple basins in Brazil and also participates in the midstream and downstream segments. As of December 2025, according to Brava’s publicly available information, Brava reported EBITDA of USD 806 million, with an EBITDA margin of 39%. Brava is positioned as the second-largest independent company listed in the Brazilian capital market in terms of reserves and production.
The completion of this transaction is subject to certain customary conditions precedent, including, among others, approval by Brazil’s Administrative Council for Economic Defense (CADE), the receipt of certain waivers and consents under Brava’s financing instruments and relevant commercial agreements, as well as the purchase by Ecopetrol S.A., or one of its affiliates or subsidiaries within the Ecopetrol Group, of the number of shares required to achieve a 51% controlling stake of Brava’s voting share capital.
Ecopetrol S.A. or one of its affiliates or subsidiaries within the Ecopetrol Group plans to launch a Voluntary Tender Offer (Oferta Pública de Aquisição – OPA) on the B3 stock exchange in Brazil, at a price of R$23.00 per share, to acquire the additional number of Brava shares required to secure a 51% equity and voting interest in the Company. This offer price represents a premium of approximately 27.8% over the Volume-Weighted Average Price (VWAP) of the Company’s shares during the 90 trading days immediately preceding the date of this announcement. The tender offer is planned to be addressed to all of Brava’s shareholders, ensuring equal treatment and conditions, and will be subject to applicable regulatory requirements and certain conditions precedent.
Ecopetrol S.A. or one of its affiliates or subsidiaries within the Ecopetrol Group expects to secure the funding required to consummate the transaction through a bridge loan, in accordance with the expected transaction timeline and certain conditions precedent.
Upon completion of the transaction, the Ecopetrol Group would incorporate pro-rata 1P reserves based on its ownership interest from Brava’s total reported reserves of 459 million barrels of oil equivalent (MMboe) as of year-end 2025, under the Petroleum Resources Management System (PRMS) standard, through a diversified portfolio of offshore and onshore assets. In addition, the transaction would allow the immediate addition of pro-rata production from Brava’s average reported production of approximately 81 thousand barrels of oil equivalent per day (Mboed) in 2025, strengthening production sustainability and cash flow generation in a geography where the Ecopetrol Group already has an established presence. This transaction directly supports the objectives set forth in the Ecopetrol Group’s 2040 Strategy. Moreover, the transaction is aligned with the Ecopetrol Group’s capital discipline and, upon closing, is expected to contribute to metrics such as ROACE and EBITDA. Finally, this transaction would expand the Ecopetrol Group’s footprint in Brazil, diversifying its asset base in a high-growth region and strengthening its international portfolio.
Once the applicable conditions precedent and legal requirements for closing the transaction have been satisfied, Ecopetrol will disclose the relevant information in accordance with the applicable legal and regulatory framework through this same channel and/or any other required means.
Moody’s Downgraded Ecopetrol’s Global Credit Rating to Ba2 and Affirmed Its Stand - Alone Credit Profile at b1
On April 23, 2026, the credit rating agency Moody’s Ratings downgraded the Company’s global credit rating from Ba1 to Ba2 and revised the outlook from stable to negative. In contrast, the agency affirmed Ecopetrol’s Baseline Credit Assessment (BCA), or stand-alone credit profile, at b1, highlighting the Company’s intrinsic strength.
According to Moody’s, the downgrade to Ba2 with a negative outlook is mainly driven by a less favorable view on the support from the Government of Colombia, stemming from an increased perception of potential government interference and reduced clarity regarding the timeliness and predictability of support mechanisms, particularly those related to the Fuel Price Stabilization Fund (FEPC). In this context, Moody’s also included considerations related to Ecopetrol’s corporate governance and its influence on the rating.
Additionally, Moody’s incorporated the possibility of higher refinancing risk associated to a potential material merger and acquisition transaction financed with short-term debt. Nevertheless, the agency highlighted that the Company has strong sources of liquidity that support its financial profile.
Moody’s reaffirmed Ecopetrol’s stand-alone credit profile (BCA) at b1, considering the Company’s solid business profile as Colombia’s leading integrated oil and gas company, supported by the diversification of its operations, moderate leverage levels, an adequate liquidity position, and its strategic role in ensuring the country’s energy supply.
Management
On April 6, 2026, we announced the following in relation to senior management:
Ricardo Roa Barragán, who has served as the Company’s Chief Executive Officer, requested to take his accrued and legally entitled vacation leave. Mr. Roa’s vacation period is scheduled to run from April 7, 2026, through May 27, 2026. In addition, the Board of Directors approved an unpaid leave of absence, in accordance with Section 3 of Article 23 of the Company’s Bylaws and the Decision‑Making and Authorities Matrix. The unpaid leave of absence will commence on May 28, 2026, and is expected to have a duration of 30 calendar days.
Effective April 7, 2026, Juan Carlos Hurtado Parra, the Company’s Vice President of Exploration, Development, and Production, is serving as the Company’s Acting Chief Executive Officer, in his capacity as the first alternate to the Chief Executive Officer of the Company.
See* Corporate Governance – Management*.* *
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