Current Report · Items 2.01, 7.01, 8.01, 9.01 · 8-K
Talos Energy, Inc.
TALONYSEEQUITYCurrent
Completion of Acquisition or Disposition of Assets · Regulation FD Disclosure · Other Events
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 p…
Filed Sep 22, 2026Accepted Sep 22, 2026, 4:54 PM EDTCIK 1724965Accession 0001193125-26-398060
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)
Registered securities in this filing
Talos Energy Inc. · 8-K · Filed 2026-09-22
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Stock
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Filing context
Context: C_4890f633-8d1f-48fe-b2f1-44cddc5261fe
Dimensions: Not supplied
Accession 000119312526398060 · 1 registered-security cover member
Read the exact SEC filing ↗Disclosure sections
Items 2.01, 7.01, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 2.01Item 2.01 - Completion of Acquisition
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 7.01Item 7.01 - Regulation FD Disclosure
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 8.01Item 8.01 - Other Events
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.
Filed exhibits (3)
EX-4.1 (by filename) talo-ex4_1.htmExhibit 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 Guaran…
Open exhibit ↗EX-4.2 (by filename) talo-ex4_2.htmExhibit 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…
Open exhibit ↗EX-99.1 (by filename) talo-ex99_1.htmExhibit 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 sca…
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