Kosmos Energy to Partially Redeem $150M of 7.125% Notes — Oct 6, 2025

Kosmos Energy Ltd. filed a Form 8-K reporting a conditional notice of partial redemption for $150,000,000 principal amount of its 7.125% senior notes due 2026.

Rhea-AI Filing Summary

Kosmos Energy Ltd. filed a Form 8-K reporting a conditional notice of partial redemption for $150,000,000 principal amount of its 7.125% senior notes due 2026. The notice was issued on September 25, 2025 and the company states that redemption of the specified notes will occur on October 6, 2025. The filing references Item 1.01 in relation to Item 2.03 but does not include additional details about funding source, remaining outstanding principal, or the specific terms of the redemption beyond the principal amount, coupon and redemption date.

Positive

• $150,000,000 principal amount identified for redemption provides clear, material disclosure of the company's intended debt reduction
• Redemption date (October 6, 2025) and coupon (7.125%) are specified, giving bondholders concrete timing and rate information

Negative

• None.

Insights

Debt Capital Markets Analyst

TL;DR: Kosmos has announced a conditional partial redemption of $150M of its 7.125% 2026 notes, with redemption set for October 6, 2025.

This disclosure is concise and factual: the company issued a conditional notice on September 25, 2025 to redeem $150,000,000 of its 7.125% senior notes due 2026, with the redemption date of October 6, 2025. For fixed‑rate noteholders, the announcement signals an impending reduction in outstanding debt of a known principal amount. The filing does not disclose the post‑redemption outstanding balance, the redemption price, the source of funds, or any tender mechanics, so investors cannot from this filing alone assess the transaction's funding impact or proportional scale relative to total debt.

Corporate Finance Specialist

TL;DR: The company plans a scheduled partial paydown of specified 2026 notes; the filing gives date and amount but no funding or pro rata detail.

The 8-K provides the material facts required for a notice of conditional partial redemption: issuer, coupon (7.125%), principal amount ($150,000,000), and redemption date (October 6, 2025). It references Item 1.01 by incorporation but includes no additional terms or context such as whether the redemption is optional for holders, the redemption price, or any effects on covenant calculations. As presented, the item is materially informative on timing and scale but incomplete for assessing balance sheet or liquidity implications.

8-K Event Classification

3 items: 1.01, 2.03, 7.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Kosmos Energy (KOS) report in the Form 8-K?

The company reported a conditional notice of partial redemption for $150,000,000 of its 7.125% senior notes due 2026.

When will the redemption of Kosmos Energy's 7.125% notes occur?

The filing states the redemption will occur on October 6, 2025.

When was the conditional notice of partial redemption issued?

The company issued the conditional notice on September 25, 2025.

Does the filing disclose how Kosmos will fund the redemption?

No. The 8-K does not disclose the source of funds or any financing details for the redemption.

Does the filing state the remaining outstanding principal after the partial redemption?

No. The filing specifies only the $150,000,000 principal amount to be redeemed and does not report remaining outstanding balances.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/30/2025 - 05:14 PM Learn about SEC filing dates

false000150999100015099912025-09-242025-09-24

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):

September 24, 2025

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 1.01. Entry into a Material Definitive Agreement

On September 24, 2025, Kosmos Energy Ltd. (the “Company”) announced that its wholly owned subsidiary, Kosmos Energy Gulf of Mexico Operations, LLC (the “Borrower”), and certain of Borrower’s Gulf of America related affiliates (the “Guarantors”) entered into a Senior Secured Term Loan Credit Agreement (the “Credit Agreement”) with Shell Trading (US) Company (“STUSCO”, or the “Lender”) and Ankura Trust Company, LLC, as administrative agent and collateral agent (the “Agent”).

The following is a summary of the key terms of the Credit Agreement and related agreements:

▪Amounts: The Credit Agreement provides for a term loan facility that is structured in two tranches, with the first tranche consisting of a 4-year term loan in an aggregate principal amount of $150,000,000, to be funded on October 1, 2025, and a second tranche comprising commitments to lend up to an additional $100,000,000, available for drawing until April 1, 2026 (collectively, the “Term Loan Facility”).

▪Use of Proceeds: The Borrower intends to use the proceeds from the Term Loan Facility to fund the redemption or repayment of the Company’s outstanding 7.125% senior notes due 2026. Thereafter, the Borrower may use any available proceeds from the Term Loan Facility for providing working capital and funding general operating expenses of the Borrower.

▪Interest: Interest on outstanding loans under the Term Loan Facility is payable quarterly in arrears at a rate per annum equal to the Term SOFR for such Interest Period plus the applicable rate of 3.75% per annum.

▪Guarantee: The Borrower’s obligations under the Term Loan Facility are guaranteed by the Guarantors (the Borrower and Guarantors are hereinafter referred to as the “Loan Parties”). Each Guarantor has agreed to guarantee the obligations of each other Loan Party and to grant to the Agent, for the benefit of the secured parties, first priority liens on certain collateral.

▪Security: Subject to certain exceptions, the obligations of the Loan Parties under the Term Loan Facility are secured by first priority liens on certain assets of the Loan Parties, including all Gulf of America Assets (as defined in the Credit Agreement) owned by the Loan Parties or their respective subsidiaries.

▪Covenants: The Credit Agreement contains customary affirmative and negative covenants, including covenants that affect the ability of the Loan Parties and their respective subsidiaries to incur additional indebtedness, create liens, merge, dispose of assets, and make distributions, dividends, investments or capital expenditures, among other things.

▪Events of Default: The Credit Agreement includes certain customary representations and warranties, indemnities and events of default that, subject to certain materiality thresholds and grace periods, arise as a result of a payment default, failure to comply with covenants, material inaccuracy of representation or warranty, and certain bankruptcy or insolvency proceedings. If there is an event of default, the Lender may declare all or any portion of the outstanding indebtedness to be immediately due and payable and exercise any rights they might have (including against the collateral).

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The foregoing description of the Credit Agreement is not complete and is qualified in its entirety by reference to the text of the Credit Agreement. A copy of the Credit Agreement will be filed as an exhibit to Kosmos Energy’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

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 Form 8-K is incorporated by reference to this Item 2.03.

Item 7.01 Regulation FD.

The Company issued a conditional notice of partial redemption on September 25, 2025, with respect to $150,000,000 principal amount of its 7.125% senior notes due 2026 (the “Notes”). Redemption of the Notes will occur on October 6, 2025.

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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: September 30, 2025

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

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