Kosmos Energy (NYSE: KOS) accepts $182.5M in 7.750% 2027 notes in early tender

Rhea-AI Filing Summary

Kosmos Energy Ltd. announced early results for its cash tender offer for up to $250,000,000 of its 7.750% Senior Notes due 2027. As of the early tender deadline on January 28, 2026, holders had validly tendered and not withdrawn $182,457,000 principal amount of these notes, and the same amount was accepted for purchase at total consideration of $990.00 per note as shown.

Kosmos has elected to make payment for all notes tendered by the early deadline and expects to complete this early settlement on or about February 3, 2026, subject to satisfaction of the specified Escrow Release Conditions.

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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 29, 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)

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))

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 Par Value		KOS		New York Stock Exchange London Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.

Early Tender Results

On January 29, 2026, Kosmos Energy Ltd. (“Kosmos” or the “Company”) announced the early tender results of its previously announced cash tender offer (the “Tender Offer”) for up to $250,000,000 aggregate principal amount of Kosmos’s outstanding 7.750% Senior Notes due 2027 (the “Notes”).

The Tender Offer is being made upon the terms and subject to the conditions set forth in the offer to purchase dated January 12, 2026 (as amended and supplemented on January 26, 2026, the “Offer to Purchase”) which is available on the transaction website https://projects.sodali.com/kosmos, subject to eligibility confirmation and registration.

As of 5:00 p.m., New York City time, on January 28, 2026 (such date and time, the “Early Tender Time”), according to information provided to Sodali & Co., the tender and information agent for the Tender Offer, the aggregate principal amount of Notes listed in the table below has been validly tendered and not validly withdrawn in the Tender Offer. Withdrawal rights in respect of tenders for the Notes expired at 5:00 p.m., New York City time, on the Early Tender Time.

The following table sets forth the results of the Early Tender Settlement:

Title of Notes	CUSIP/ISIN	Total Consideration(1)	Principal Amount Tendered at Early Tender Time	Aggregate Principal Amount Accepted for Purchase
7.750% Senior Notes due 2027	Rule 144A: 500688AF3 / US500688AF35 Regulation S: U5007TAD7 / USU5007TAD73	$990.00	$ 182,457,000	$ 182,457,000

(1) Per $1,000 principal amount of Notes validly tendered on or prior to the Early Tender Time and accepted for purchase. Excludes accrued interest, which will also be paid.

The Company has elected to exercise its right to make payment for Notes that were validly tendered at or prior to the Early Tender Time and expects to purchase all tendered Notes upon the satisfaction of the Escrow Release Conditions (as defined in the Offer to Purchase), which is expected to occur on or about February 3, 2026 (the “Early Settlement Date”).

***

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

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.

Dated: January 29, 2026

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

FAQ

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

Kosmos Energy announced early tender results for its cash offer to repurchase up to $250,000,000 of its 7.750% Senior Notes due 2027. The company detailed how many notes were tendered and accepted, and outlined timing for the expected early settlement date.

How many Kosmos Energy 7.750% 2027 notes were tendered early?

Holders tendered $182,457,000 aggregate principal amount of Kosmos Energy’s 7.750% Senior Notes due 2027 by the early tender deadline. The same $182,457,000 principal amount was accepted for purchase under the terms of the previously announced cash tender offer.

What is the maximum size of Kosmos Energy’s tender offer for its notes?

The tender offer covers up to $250,000,000 aggregate principal amount of Kosmos Energy’s outstanding 7.750% Senior Notes due 2027. Within that cap, the company is purchasing notes from holders who validly tendered them under the terms in the Offer to Purchase.

What consideration will holders receive for Kosmos Energy’s 7.750% notes?

Tendering holders are entitled to total consideration of $990.00 for each applicable note, as specified in the early tender results table. This consideration applies to notes validly tendered by the early tender deadline and accepted for purchase by Kosmos Energy.

When does Kosmos Energy expect to settle the early tendered notes?

Kosmos Energy expects to complete payment for notes tendered by the early deadline on or about February 3, 2026. This early settlement date is contingent on the satisfaction of the Escrow Release Conditions described in the Offer to Purchase.

Where can investors find the full terms of Kosmos Energy’s tender offer?

The full terms of Kosmos Energy’s tender offer are set out in its Offer to Purchase dated January 12, 2026, as amended January 26, 2026. The document is available via the transaction website https://projects.sodali.com/kosmos, subject to eligibility confirmation and registration.