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2025-08-22
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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):
August 22, 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 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 19, 2025, Christopher J. Ball informed
Kosmos Energy Ltd. (the “Company”) that he has decided to retire as the Company’s Chief Commercial Officer, effective
September 30, 2025.
Mr. Ball’s role and responsibilities will
be transitioned to Mr. Neal D. Shah, the Company’s Chief Financial Officer, who will assume oversight of the Company’s commercial
matters.
In connection with his decision to retire, Mr.
Ball has entered into an Advisory Agreement with the Company (the “Advisory Agreement”), pursuant to which Mr. Ball
has agreed to provide certain advisory services to the Company following his retirement in connection with the Company’s commercial
efforts, as may be requested by the Company from time to time. Mr. Ball will be entitled to receive $3,000 for each day he provides services
under the Advisory Agreement plus reimbursement for expenses incurred. In addition, in consideration for his services under the Advisory
Agreement and for entering into a transition agreement with the Company (the “Transition Agreement”), Mr. Ball will
be provided a portion of his target annual bonus for 2025, prorated through his retirement date. The Advisory Agreement will continue
in effect until terminated by either the Company or Mr. Ball.
The foregoing summary
of the Advisory Agreement and the Transition Agreement is qualified in its entirety by the full text of the Advisory Agreement and the
Transition Agreement, copies of which will be filed by the Company as exhibits to its Quarterly Report on Form 10-Q for the fiscal quarter
ending September 30, 2025.
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: August 22, 2025
| |
KOSMOS ENERGY LTD. |
| |
|
| |
|
| |
By: |
/s/ NEAL D. SHAH |
| |
|
Neal D. Shah |
| |
|
Senior Vice President and Chief Financial Officer |
