Form 8-K
8-K — TALOS ENERGY INC.
Accession: 0001193125-26-292989
Filed: 2026-07-02
Period: 2026-07-01
CIK: 0001724965
SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)
Item: Regulation FD Disclosure
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — d115356d8k.htm (Primary)
EX-99.1 (d115356dex991.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 1, 2026
Talos Energy Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-38497
82-3532642
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
333 Clay Street, Suite 3300
Houston, Texas 77002
(Address of principal executive offices, including zip code)
(713) 328-3000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock
TALO
NYSE
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. ☐
Item 7.01 Regulation FD Disclosure.
On July 1, 2026, Talos Production (as defined below) issued a conditional notice of redemption for all of its outstanding 9.000% second-priority senior secured notes due 2029 (the “2029 Notes”) to be redeemed on July 13, 2026 at a redemption price equal to 104.500% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date. The redemption is conditioned on the closing of the Offering (as defined below).
The information above is being furnished pursuant to this Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.
Item 8.01. Other Events.
On July 1, 2026, Talos Energy Inc., a Delaware corporation (the “Company”), issued a press release in accordance with Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing that Talos Production Inc., a wholly owned subsidiary of the Company (“Talos Production”), has priced an offering of $800 million in aggregate principal amount of 8.000% second-priority senior secured notes due 2034 (the “Offering”).
A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference. Neither this Current Report on Form 8-K nor the press release constitutes a notice of redemption under the optional redemption provisions of the indenture governing the 2029 Notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release, dated July 1, 2026.
104
Cover Page Interactive Data File (embedded within Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 1, 2026
TALOS ENERGY INC.
By:
/s/ William S. Moss III
Name:
William S. Moss III
Title:
Executive Vice President, General Counsel and Secretary
EX-99.1
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EX-99.1
Exhibit 99.1
Talos Energy Announces Pricing of Offering of $800 Million of Second-Priority Senior Secured Notes due 2034
HOUSTON, July 1, 2026 — Talos Energy Inc. (“Talos”) (NYSE: TALO) today announced that Talos Production Inc. (the “Company”),
a wholly owned subsidiary of Talos, has priced an offering (the “Offering”) of $800 million in aggregate principal amount of new 8.000% Second-Priority Senior Secured Notes due 2034 (the “New Notes”). The Company intends
to use the net proceeds from the Offering to (i) fund a portion of the cash consideration for the Company’s recently announced pending Gulf of America acquisition (the “Acquisition”), (ii) fund the redemption (the
“Redemption”) of all of the outstanding 9.000% Second-Priority Senior Secured Notes due 2029 issued by the Company (the “2029 Notes”), and (iii) pay related fees and expenses. The Offering is expected to close on or
about July 13, 2026, subject to customary closing conditions.
If the Acquisition is not consummated on or before December 31, 2026, if the
Company notifies the trustee of the New Notes that it will not pursue the consummation of the Acquisition, or if the third-party preferential right to purchase certain assets subject to the Acquisition is exercised, then an aggregate of
$175 million principal amount of the New Notes will be subject to a “special mandatory redemption” at a redemption price equal to 100% of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest to, but
excluding, the redemption date.
It is expected that the New Notes will be guaranteed on a senior basis by Talos and certain of the Company’s
existing and future subsidiaries and will initially be secured on a second-priority basis by substantially the same collateral as the Company’s existing first-priority obligations under its senior reserves-based revolving credit facility.
The New Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States only in compliance with Regulation S under the Securities Act. The New Notes have not been registered under the Securities Act and may
not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release does
not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of the New Notes or any other security of the Company, in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the 2029 Notes.
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.
INVESTOR RELATIONS CONTACT
Kyle Sahni
Kyle.Sahni@talosenergy.com
CAUTIONARY STATEMENT ABOUT
FORWARD-LOOKING STATEMENTS
This communication contains “forward-looking statements” within the meaning of U.S. Private Securities
Litigation Reform Act of 1995. 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 the expected closing of the Offering and the intended use
of the net proceeds therefrom, and the pending Acquisition. 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.
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 consummate the Acquisition on the terms currently contemplated, risks and uncertainties related to economic, market or business conditions,
satisfaction of customary closing conditions related to the Offering, and the other risks discussed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025
filed with the U.S. Securities and Exchange Commission (the “SEC”), our Quarterly Reports on Forms 10-Q filed with the SEC and our other filings with the SEC, all of which can be accessed at the
SEC’s website at www.sec.gov.
TALOS ENERGY INC.
333 Clay St., Suite 3300, Houston, TX 77002
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
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