8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported):

October7, 2024

KOSMOS

ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

Securities registered pursuant to Section 12(b) of the Act:

Registrant’s

telephone number, including area code: +1 214 445 9600

Not

Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item7.01 Regulation FD Disclosure.

On October 7, 2024, the International Chamber of Commerce informed Kosmos Energy Ltd. (the “Company”) that a final award had been issued in the arbitration proceedings with BP Gas Marketing regarding future LNG sales from the Greater Tortue Ahmeyim project in Mauritania and Senegal. The final, binding award prohibits the Company from selling LNG cargos to third party buyers during the contract term of the LNG sales agreement, which the Company has an option to end in 2033. The final award does not change the terms of the LNG sales agreement as presently performed by the parties and is therefore not expected to have an impact on the Company’s long-term expectations and financial condition.

The information in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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