TALO 8-K
Talos Energy Inc. (TALO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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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. ☐
Introductory Note
As previously disclosed, on June 30, 2026, Talos Ocho Energy LLC (“Talos Ocho”), a Delaware limited liability company and an indirect wholly owned subsidiary of Talos Energy Inc., a Delaware corporation (“Talos” or the “Company”), and RE Fund V Holdco II Infrastructure, LLC, a Delaware limited liability company and an affiliate of Ridgewood Energy Corporation (together with Talos Ocho, the “Buyers”), entered into a purchase and sale agreement (the “Purchase Agreement”) with Shell Offshore Inc., a Delaware corporation (“Seller”), pursuant to which the Buyers agreed to acquire certain oil and gas properties and related assets located in the Outer Continental Shelf in the Mississippi Canyon area of the Gulf of America, including interests in the Na Kika and Coulomb deepwater producing assets (the “PSA Assets”), for an unadjusted aggregate cash purchase price of $1,700 million, subject to certain customary adjustments set forth in the Purchase Agreement (the “Acquisition”). The Acquisition has an economic effective date of July 1, 2025.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01.
On September 22, 2026 (the “Closing Date”), the Buyers consummated the Acquisition, with Talos Ocho acquiring a 50% working interest in and operatorship of the Coulomb field and a 25% working interest in the BP-operated Na Kika platform and related Kepler, Ariel, Fourier and Herschel fields, for closing cash consideration net to Talos Ocho of $420 million (including $42.5 million cash deposit previously paid into escrow by Talos Ocho upon execution of the Purchase Agreement).
The material terms of the Purchase Agreement were previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed on June 30, 2026, which disclosure is incorporated herein by reference. The foregoing description does not purport to be complete and is subject to and qualified in its entirety by reference to the Purchase Agreement filed herewith as Exhibit 2.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 22, 2026, the Company issued a press release regarding the closing of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information furnished in this Current Report on Form 8-K pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
In connection with the Acquisition, the Company assumed responsibility for its proportionate share of future decommissioning obligations associated with the acquired assets. Under the terms of a Decommissioning Security Agreement, the Company is required to provide financial assurance to the Seller to secure performance of these decommissioning obligations. The required security amount is generally based on the Company’s share of estimated decommissioning costs as determined using BSEE cost estimates or, in certain circumstances, an independent third-party estimate. The amount of required security is subject to periodic reassessment and may increase or decrease based on changes in regulatory estimates, field life assumptions, regulatory requirements, or the completion of decommissioning activities. Security may be provided in various forms, including surety bonds, letters of credit, parent company guarantees, cash in escrow, or a combination thereof.
The Company’s share of the initial security is estimated at approximately $195.5 million, which was satisfied through surety bonds as of the Closing Date. Commencing on December 31, 2032, 50% of the security amount is required to be provided in cash escrow.
As previously disclosed, on June 30, 2026, contemporaneously with entry by Talos Ocho into the Purchase Agreement, the Company, Talos Production Inc., a Delaware limited liability company and a wholly owned subsidiary of the Company (“Talos Production”), and certain other direct and indirect subsidiaries of the Company and Talos Production entered into the Borrowing Base Redetermination Agreement, Incremental Agreement, and First Amendment to Amended and Restated Credit Agreement (the “Credit Agreement Amendment”).
Effective upon the consummation of the Acquisition, the Credit Agreement Amendment provides for, among other things, (i) a borrowing base increase from $700 million to $850 million and (ii) an increase in the letter of credit sublimit from $250 million to $300 million. The Company expects to issue approximately $49 million in letters of credit in conjunction with closing of the Acquisition.
The material terms of the Credit Agreement Amendment were previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed on June 30, 2026. The description of the Credit Agreement Amendment herein does not purport to be complete and is subject to and qualified in its entirety by reference to the Credit Agreement Amendment filed as Exhibit 10.1 to the Form 8-K filed June 30, 2026.
On the Closing Date, Talos Production, Talos Ocho and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), entered into (i) a first supplemental indenture to the indenture, dated as of July 17, 2026 (the “2034 Indenture”), among Talos Production, the guarantors party thereto (the “Existing Guarantors”), the Trustee and the Collateral Agent governing the 8.000% Second-Priority Senior Secured Notes due 2034 issued by Talos Production and (ii) a second supplemental indenture (the “2031 Supplemental Indenture” and, together with the 2034 Supplemental Indenture, the “Supplemental Indentures”) to the indenture, dated as of February 7, 2024 (the “2031 Indenture”), among Talos Production, the Existing Guarantors, the Trustee and the Collateral Agent governing the 9.375% Second-Priority Senior Secured Notes due 2031 issued by Talos Production. Pursuant to each of the 2034 Supplemental Indenture and the 2031 Supplemental Indenture, Talos Ocho agreed to unconditionally guarantee all of Talos Production’s obligations under the 2034 Indenture and 2031 Indenture, respectively.
The foregoing description of the Supplemental Indentures is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the 2034 Supplemental Indenture and the 2031 Supplemental Indenture, copies of which are attached hereto as Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business to be acquired.
The Company intends to file the financial statements required to be filed pursuant to Item 9.01(a) of Form 8-K by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The Company intends to file the pro forma financial information required to be filed pursuant to Item 9.01(b) of Form 8-K by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
Exhibit No. Description
2.1* Purchase and Sale Agreement, dated as of June 30, 2026, by and among Shell Offshore Inc., Talos Ocho Energy LLC, and RE Fund V Holdco II Infrastructure, LLC. (incorporated by reference to Exhibit 2.1 to Talos Energy, Inc.’s Current Report on Form 8-K filed on June 30, 2026).
99.1 Press Release, dated September 22, 2026.
104 Cover Page Interactive Data File (embedded within Inline XBRL document)
* Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the U.S. Securities and Exchange Commission upon request.
SIGNATURES
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 hereunto duly authorized.
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TALOS ENERGY INC. |
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Date: |
September 22, 2026 |
By: |
/s/ William S. Moss III |
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William S. Moss III |
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 22, 2026, among Talos Production Inc., a Delaware corporation (the “Issuer”), Talos Ocho Energy LLC, a Delaware limited liability company (the “New Subsidiary Guarantor”), a subsidiary of the Issuer, and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”) under the indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Issuer, certain Subsidiary Guarantors, the Trustee and the Collateral Agent have heretofore executed an indenture, dated as of July 13, 2026 (the “Indenture”), governing the Issuer’s 8.000% Second-Priority Senior Secured Notes due 2034 (the “Notes”);
WHEREAS, Sections 4.10 and 12.07 of the Indenture provide that under certain circumstances the Issuer is required to cause the New Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Collateral Agent and the Issuer are authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Issuer, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee and the Collateral Agent acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.
2. Agreement to Guarantee. The New Subsidiary Guarantor hereby agrees, jointly and severally with all existing Subsidiary Guarantors, to unconditionally guarantee the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.
3. Notices. All notices or other communications to the New Subsidiary Guarantor shall be given as provided in Section 13.02 of the Indenture.
4. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
6. Trustee and Collateral Agent Make No Representation. The Trustee and the Collateral Agent make no representation as to the validity or sufficiency of this Supplemental Indenture.
7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.
TALOS PRODUCTION INC.
By: /s/ Zachary B. Dailey
Name: Zachary B. Dailey
Title: Executive Vice President and Chief
Financial Officer
[Signature Page to First Supplemental Indenture]
TALOS OCHO ENERGY LLC, as a Subsidiary Guarantor
By: /s/ Zachary B. Dailey
Name: Zachary B. Dailey
Title: Executive Vice President and Chief
Financial Officer
[Signature Page to First Supplemental Indenture]
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
By: /s/ Barry D. Somrock
Name: Barry D. Somrock
Title: Vice President
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Collateral Agent
By: /s/ Barry D. Somrock
Name: Barry D. Somrock
Title: Vice President
[Signature Page to First Supplemental Indenture]
Exhibit 4.2
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 22, 2026, among Talos Production Inc., a Delaware corporation (the “Issuer”), Talos Ocho Energy LLC, a Delaware limited liability company (the “New Subsidiary Guarantor”), a subsidiary of the Issuer, and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”) under the indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Issuer, certain Subsidiary Guarantors, the Trustee and the Collateral Agent have heretofore executed an indenture, dated as of February 7, 2024 (as amended by the first supplemental indenture, dated as of March 4, 2026, the “Indenture”), governing the Issuer’s 9.375% Second-Priority Senior Secured Notes due 2031 (the “Notes”);
WHEREAS, Sections 4.10 and 12.07 of the Indenture provide that under certain circumstances the Issuer is required to cause the New Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Subsidiary Guarantor shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Collateral Agent and the Issuer are authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantor, the Issuer, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined, except that the term “holders” in this Supplemental Indenture shall refer to the term “holders” as defined in the Indenture and the Trustee and the Collateral Agent acting on behalf of and for the benefit of such holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.
2. Agreement to Guarantee. The New Subsidiary Guarantor hereby agrees, jointly and severally with all existing Subsidiary Guarantors, to unconditionally guarantee the Issuer’s Obligations under the Notes and the Indenture on the terms and subject to the conditions set forth in Article XII of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture.
3. Notices. All notices or other communications to the New Subsidiary Guarantor shall be given as provided in Section 13.02 of the Indenture.
4. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
6. Trustee and Collateral Agent Make No Representation. The Trustee and the Collateral Agent make no representation as to the validity or sufficiency of this Supplemental Indenture.
7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as of the date first written above.
TALOS PRODUCTION INC.
By: /s/ Zachary B. Dailey
Name: Zachary B. Dailey
Title: Executive Vice President and Chief
Financial Officer
[Signature Page to Second Supplemental Indenture]
TALOS OCHO ENERGY LLC, as a Subsidiary Guarantor
By: /s/ Zachary B. Dailey
Name: Zachary B. Dailey
Title: Executive Vice President and Chief
Financial Officer
[Signature Page to Second Supplemental Indenture]
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Trustee
By: /s/ Barry D. Somrock
Name: Barry D. Somrock
Title: Vice President
WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Collateral Agent
By: /s/ Barry D. Somrock
Name: Barry D. Somrock
Title: Vice President
[Signature Page to Second Supplemental Indenture]
Exhibit 99.1
Talos Energy Completes Strategic Bolt-On Acquisition of Gulf of America Deepwater Oil Assets
Company schedules earnings conference call to announce third quarter 2026 results
Houston, Texas, September 22, 2026 – Talos Energy Inc. (“Talos” or the “Company”) (NYSE: TALO) today announced the closing of its previously announced acquisition of certain deepwater assets in the Gulf of America from Shell Offshore Inc. (“Shell”), alongside an affiliate of Ridgewood Energy Corporation. The transaction includes a 50% working interest and operatorship in the Coulomb field and a 25% non-operated working interest in the BP-operated Na Kika platform and four associated fields (the “Acquisition”). The final net cash purchase price at closing was $420 million, which includes the previously escrowed $42.5 million deposit, and is subject to customary post-closing adjustments.
Talos President and Chief Executive Officer Paul Goodfellow commented, “The closing of this transaction marks another important step in executing our strategy to build a long-lived, scaled portfolio and become the leading pure-play offshore E&P. These high-quality, oil-weighted assets immediately enhance our scale, increase free cash flow generation, improve our margins, and provide infrastructure-led growth opportunities that leverage our core strengths in the Gulf of America.”
Third quarter 2026 results will include contributions from the acquired assets from the closing date through quarter-end, with the acquired assets fully consolidated beginning in the fourth quarter of 2026. Updated full-year 2026 guidance will be provided in conjunction with the Company's third quarter 2026 earnings release.
THIRD QUARTER 2026 RESULTS AND EARNINGS CONFERENCE CALL
The Company intends to release third quarter 2026 results for the period ended September 30, 2026, on Tuesday, November 3, 2026, after the U.S. financial market closes. In addition to this release, Talos will host a conference call, broadcast live over the internet, on Wednesday, November 4, 2026, at 10:00 AM Eastern Time (9:00 AM Central Time).
Listeners can access the conference call through a webcast link on the Company’s website at: Talos Third Quarter 2026 Webcast. Alternatively, the conference call can be accessed by dialing (800) 836-8184 (North American toll-free) or (646) 357-8785 (international). Please dial in approximately 15 minutes before the teleconference is scheduled to begin and ask to be joined into the Talos Energy call. A replay of the call will be available one hour after the conclusion of the conference until November 11, 2026 and can be accessed by dialing (888) 660-6345 and using access code 30408#.
ABOUT TALOS ENERGY
Talos Energy (NYSE: TALO) is a technically driven, innovative, independent energy company focused on safely maximizing long-term value through its Exploration & Production business in the United States Gulf of America and offshore Mexico. We leverage decades of technical and offshore operational expertise to acquire, explore, and produce assets in key geological trends while maintaining a focus on safe and efficient operations, environmental responsibility, and community impact. For more information, visit www.talosenergy.com.
INVESTOR RELATIONS CONTACT
Kyle Sahni
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This communication may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this communication, the words “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,” “may,” “objective,” “plan” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All statements, other than statements of historical fact included in this communication, are forward-looking statements, including, but not limited to, statements regarding our plans and expectations regarding the Acquisition, including our ability to realize the anticipated financial, operational, reserve, production and free cash flow benefits of the Acquisition, the anticipated impact of the Acquisition on our financial position, growth opportunities and competitive position, and our projected costs, prospects, plans and objectives of management. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.
TALOS ENERGY INC. 333 Clay St., Suite 3300, Houston, TX 77002
We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, our ability to integrate the assets and realize the anticipated benefits of the Acquisition; the risk that actual production, operating costs, capital expenditures, reserves, recoverable resources or cash flows associated with the acquired assets differ materially from current estimates; changes in market conditions affecting the oil and gas industry or long-term oil and gas price levels; political or regulatory developments; reservoir performance, including faster-than-expected production declines, lower recoveries or unexpected reservoir behavior; risks related to third-party operatorship of the related platform; environmental, technical or operating factors; the uncertainty inherent in projecting future rates of production, cash flows and access to capital; the timing of expenditures; risks associated with future decommissioning, abandonment and asset retirement obligations that may exceed current estimates; risks associated with future financial assurance, supplemental bonding or other regulatory requirements applicable to the assets; risks and uncertainties related to economic, market or business conditions; and the other risks and uncertainties discussed in our most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other Securities and Exchange Commission filings.
Should one or more of the risks or uncertainties described herein occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this communication are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this communication.
TALOS ENERGY INC. 333 Clay St., Suite 3300, Houston, TX 77002