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Current Report · Items 1.01, 2.03, 7.01, 9.01 · 8-K

Talos Energy, Inc.

TALONYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure

Item 1.01. Entry Into a Material Definitive Agreement. On July 22, 2026, contemporaneously with entry into the Farm-Out Agreement (as defined below), Talos Energy Inc., a Delaware corporation (“Talos”), Talos Production Inc., a Delaware corporation and a wholly owned subsidiary of Talos (“Talos Production”), and certain other direct and indirect subsidiaries of Talos and Talos Production entered i…

Filed Jul 27, 2026Accepted Jul 27, 2026, 4:30 PM EDTCIK 1724965Accession 0001193125-26-318158
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Company context

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.

Current securities

Historical securities (1)

Recent company filings

  1. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureSep 24, 2026
  2. Completion of Acquisition or Disposition of Assets · Regulation FD Disclosure · Other EventsSep 22, 2026
  3. 4 filingSep 17, 2026
  4. SD filingSep 17, 2026
  5. 4 filingSep 11, 2026

Disclosure sections

Items 1.01, 2.03, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry Into a Material Definitive Agreement. On July 22, 2026, contemporaneously with entry into the Farm-Out Agreement (as defined below), Talos Energy Inc., a Delaware corporation (“Talos”), Talos Production Inc., a Delaware corporation and a wholly owned subsidiary of Talos (“Talos Production”), and certain other direct and indirect subsidiaries of Talos and Talos Production entered into the Second Amendment to the Amended and Restated Credit Agreement (the “Second Amendment,” and the Amended and Restated Credit Agreement, as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”). Effective upon the consummation of the transactions in connection with the Block 29 Project (as defined below), the Second Amendment, among other things, (i) increases the capacity of restricted foreign subsidiaries to incur up to $350 million of project financing indebtedness to finance assets in Mexico by $50 million (all of which indebtedness is excluded from the calculation of Consolidated Total Debt (as defined in the Credit Agreement)), provided that such incremental $50 million of indebtedness is incurred by the Block 29 Entity (as defined in the Credit Agreement) and is non-recourse to Talos, Talos Production and the other restricted subsidiaries, and (ii) increases the maximum Consolidated Total Debt to EBITDAX Ratio (as defined in the Credit Agreement) for making investments without regard to Available Free Cash Flow (as defined in the Credit Agreement) from 1.25 to 1.50, but solely with respect to investments in the Block 29 Entity prior to December 31, 2027 to finance the development, construction, expansion or improvement of the Block 29 Project. The foregoing description of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report and incorporated into this Item 1.01 by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On July 27, 2026, Talos issued a press release regarding the entry into a farm-out agreement (the “Farm-Out Agreement”) by a wholly owned subsidiary of Talos with Repsol Exploración México S.A. de C.V. (“Repsol”) pursuant to which such subsidiary has agreed to acquire a 50% participating interest in Block 29 offshore Mexico (the “Block 29 Project”), operated by Repsol. 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 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 of Talos under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) d151426dex991.htm

EX-99.1 3 d151426dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Talos Energy Announces Strategic Offshore Mexico Development Farm-In Houston, Texas, July 27, 2026 - Talos Energy Inc. (“Talos” or the “Company”) (NYSE: TALO) today announced the execution of a definitive agreement to farm into the Block 29 development offshore Mexico, operated by Repsol, S.A. (“Repsol”). Talos will acquire a 50% working interest for a contingent $30 million payment at final investment decision (“FID”), a cash carry of up to $20 million on the next exploration well, and reimbursement of certain pre-closing costs (the “Transaction”). Strategic Rationale: Expands Resource Base with Material Greenfield Development: Adds a 50% working interest in a pre-FID development containing the Polok and Chinwol oil discoveries, which are estimated to contain more than 200 million barrels of oil equivalent (“MMBoe”) of gross recoverable resource. Strategic Infrastructure: Features a floating production, storage and offloading (“FPSO”) based development concept anchored by existing oil discoveries that is well-positioned to serve as a hub for future developments and nearby discoveries in the area. Future Ex…

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