Ecopetrol to acquire equity stake in Brava Energia

Ecopetrol (EC) 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, for the acquisition by Ecopetrol, 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 from the merger between 3R Petroleum Oleo e Gas and Enauta Participacoes, 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 as well as participates in the midstream and downstream segments. As of December 2025, according to Brava’s public information, the company reported EBITDA of $806M, with an EBITDA margin of 39%. The completion of this transaction is subject to certain customary conditions precedent, including, among others, approval by Brazil’s Administrative Council for Economic Defense, the grant of certain waivers and consents considering Brava’s financing instruments and relevant commercial agreements, as well as the purchase by Ecopetrol, 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. Therefore, Ecopetrol, or one of its affiliates or subsidiaries within the Ecopetrol Group, plans to launch a voluntary tender offer 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 interest in the company. This offer price represents a premium of approximately 27.8% over the volume-weighted average price of the company’s shares during the 90 trading days immediately preceding the date of this announcement. The tender offer is 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, subject to the fulfillment of the applicable 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 459M barrels of oil equivalent as of year-end 2025, under the Petroleum Resources Management System standard, through a 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 81,000 barrels of oil equivalent per day in 2025. The transaction is expected to contribute to metrics such as ROACE and EBITDA.