Kosmos Energy (NYSE: KOS) extends early tender for $250M 7.750% notes

Rhea-AI Filing Summary

Kosmos Energy Ltd. has extended the early participation window for its ongoing debt tender offer. The company is conducting a cash tender offer for up to $250.0 million aggregate principal amount of its outstanding 7.750% Senior Notes due 2027.

The Early Tender Time and Withdrawal Deadline, originally set for 5:00 p.m. New York City time on January 26, 2026, are now extended to 5:00 p.m. New York City time on January 28, 2026. This change gives noteholders more time to tender their notes and still be eligible to receive the Total Consideration described in the Offer to Purchase dated January 12, 2026. The filing clarifies that this notice itself is not an offer to purchase or a solicitation to sell the notes.

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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):

January 26, 2026

KOSMOS ENERGY LTD.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-35167

98-0686001

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

8176 Park Lane
Dallas,			Texas						75231
(Address of Principal Executive Offices)									(Zip Code)

Title of each class

Trading Symbol

Name of each exchange on which registered:

Common Stock $0.01 par value

KOS

New York Stock Exchange

London Stock Exchange

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):

☐  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))

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.

Tender Offer Early Tender Time Extension

On January 26, 2026, Kosmos Energy Ltd. (“Kosmos” or the “Company”) announced that it is extending the Early Tender Time and Withdrawal Deadline (each as defined in the Company’s Offer to Purchase dated January 12, 2026, as amended and supplemented (the “Offer to Purchase”)) relating to the Company’s cash tender offer (the “Tender Offer”) of up to $250.0 million aggregate principal amount of its outstanding 7.750% Senior Notes due 2027 (the “Notes”).

Each of the Early Tender Time and Withdrawal Deadline is extended from 5:00 p.m., New York City time, on January 26, 2026, to 5:00 p.m., New York City time, on January 28, 2026, to provide holders of Notes additional time to submit tender instructions and remain eligible to receive the Total Consideration (as defined in the Offer to Purchase).

***

This report does not constitute an offer to purchase or a solicitation to sell the Notes subject to the Tender Offer.

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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.

Date: January 26, 2026

KOSMOS ENERGY LTD.
By:			/s/ Neal D. Shah
			Neal D. Shah
			Senior Vice President, Chief Financial Officer

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FAQ

What did Kosmos Energy (KOS) announce in this 8-K?

Kosmos Energy announced an extension of the Early Tender Time and Withdrawal Deadline for its cash tender offer for up to $250.0 million of its 7.750% Senior Notes due 2027, moving the deadlines from January 26, 2026 to January 28, 2026 at 5:00 p.m. New York City time.

Which securities are covered by Kosmos Energy's tender offer?

The tender offer applies to up to $250.0 million aggregate principal amount of Kosmos Energy's outstanding 7.750% Senior Notes due 2027.

Why did Kosmos Energy extend the Early Tender Time and Withdrawal Deadline?

The company extended the Early Tender Time and Withdrawal Deadline to January 28, 2026 to provide holders of the notes additional time to submit tender instructions and remain eligible to receive the Total Consideration described in the Offer to Purchase.

Does this 8-K itself constitute an offer to purchase Kosmos Energy notes?

No. The filing explicitly states that it does not constitute an offer to purchase or a solicitation to sell the notes subject to the tender offer.

Where are the full terms of Kosmos Energy's tender offer described?

The full terms are set out in the company’s Offer to Purchase dated January 12, 2026, as amended and supplemented, which defines items such as the Early Tender Time, Withdrawal Deadline, and Total Consideration.

What is the new Early Tender Time for Kosmos Energy's 7.750% Senior Notes due 2027?

The new Early Tender Time is 5:00 p.m., New York City time, on January 28, 2026, which is the same time as the extended Withdrawal Deadline.