Kosmos Energy (KOS) director receives RSU grant and sells shares to cover tax

Rhea-AI Filing Summary

Director Roy A. Franklin reported a mix of equity compensation and tax-related share movements in Kosmos Energy Ltd. common stock. He received a grant of 62,044 shares on May 28, 2026 at a reference value of $2.74 per share, described as restricted share units under the company’s Long Term Incentive Plan and scheduled to vest fully on the earlier of May 28, 2027 or the day before the first annual shareholder meeting after the grant date.

To cover income tax obligations from the vesting of restricted share units, 976 shares were withheld by the company at $2.85 per share, and 43,466 shares were sold in an open-market transaction at $2.73 per share. After these transactions, Franklin directly owned 212,766 shares of Kosmos Energy common stock.

Insider Trade Summary

Net Buyer: 17,602 shares

Net Buy 3 txns

Insider Franklin Roy A.

Role Director

Sold 43,466 shs ($119K)

Type	Security	Shares	Price	Value
Sale	Common Stock	43,466	$2.73	$119K
Grant/Award	Common Stock	62,044	$2.74	$170K
Exercise Price or Tax Liability	Common Stock	976	$2.85	$3K

Holdings After Transaction: Common Stock — 212,766 shares (Direct)

Footnotes (3)

1. F1. These shares were withheld by the Issuer to satisfy the tax withholding requirement arising from the vesting of restricted share units granted to the reporting person under the Issuer's Long Term Incentive Plan (the "Plan").
2. F2. These shares were sold to partially cover income tax liability from the vesting of restricted share units granted to the reporting person under the Plan.
3. F3. These restricted share units were granted under the Plan and are scheduled to vest 100% on the earlier of May 28, 2027 or the day immediately preceding the date of the Issuer's first annual shareholder meeting following the date of grant, subject to the terms of the Plan and the applicable award agreement issued thereunder.

Key Figures

RSU grant size: 62,044 shares at $2.74 Open-market sale: 43,466 shares at $2.73 Tax withholding shares: 976 shares at $2.85 +3 more

6 metrics

RSU grant size 62,044 shares at $2.74 Restricted share units granted on May 28, 2026

Open-market sale 43,466 shares at $2.73 Sale to partially cover income tax from vesting

Tax withholding shares 976 shares at $2.85 Shares withheld by issuer for tax on RSU vesting

Post-transaction holdings 150,722 shares Direct ownership after reported transactions

Net buy/sell shares 43,466 net sell Net effect of buy/sell activity in this Form 4

Tax-related dispositions 44,442 shares 43,466 sold plus 976 withheld for tax obligations

Key Terms

restricted share units, Long Term Incentive Plan, tax withholding requirement, open-market sale, +1 more

5 terms

restricted share units financial

"These restricted share units were granted under the Plan and are scheduled to vest 100%..."

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

Long Term Incentive Plan financial

"granted to the reporting person under the Issuer's Long Term Incentive Plan (the "Plan")."

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

tax withholding requirement financial

"withheld by the Issuer to satisfy the tax withholding requirement arising from the vesting..."

open-market sale financial

"Sale in open market or private transaction"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

income tax liability financial

"These shares were sold to partially cover income tax liability from the vesting..."

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 05/29/2026 - 05:01 PM Accepted by SEC EDGAR 05/29/2026 - 05:00 PM Learn about SEC filing dates

FAQ

What did Kosmos Energy (KOS) director Roy A. Franklin report on this Form 4?

He reported a mix of equity compensation and tax-related share movements. This included a grant of restricted share units, shares withheld for taxes, and an open-market sale primarily to cover income tax from vesting.

How many Kosmos Energy (KOS) shares were granted to Roy A. Franklin?

He received a grant of 62,044 shares of common stock at a reference value of $2.74 per share. These are restricted share units granted under the company’s Long Term Incentive Plan, with vesting conditions tied to future dates.

How many Kosmos Energy (KOS) shares did Roy A. Franklin sell and at what price?

He sold 43,466 shares of Kosmos Energy common stock at $2.73 per share. According to the disclosure, this open-market sale was used to partially cover income tax liabilities arising from restricted share unit vesting.

How many Kosmos Energy (KOS) shares were withheld for Roy A. Franklin’s taxes?

A total of 976 shares were withheld by Kosmos Energy at $2.85 per share. This withholding satisfied tax obligations triggered by the vesting of restricted share units previously granted under the company’s Long Term Incentive Plan.

What are the vesting terms of Roy A. Franklin’s new restricted share units in Kosmos Energy (KOS)?

The restricted share units are scheduled to vest 100% on the earlier of May 28, 2027 or the day immediately before Kosmos Energy’s first annual shareholder meeting following the grant date, subject to the plan and applicable award agreement.

How many Kosmos Energy (KOS) shares does Roy A. Franklin own after these transactions?

Following the reported grant, sale, and tax withholding, Roy A. Franklin directly owned 150,722 shares of Kosmos Energy common stock. This figure reflects his updated direct holdings after all Form 4 transactions were completed.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Franklin Roy A.

(Last) (First) (Middle)

8176 PARK LANE

SUITE 500

(Street)

DALLAS TEXAS 75231

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Kosmos Energy Ltd. [ KOS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/27/2026		F		976(1)	D	$2.85	194,188	D
Common Stock	05/28/2026		S		43,466(2)	D	$2.73	150,722	D
Common Stock	05/28/2026		A		62,044(3)	A	$2.74	212,766	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were withheld by the Issuer to satisfy the tax withholding requirement arising from the vesting of restricted share units granted to the reporting person under the Issuer's Long Term Incentive Plan (the "Plan").

2. These shares were sold to partially cover income tax liability from the vesting of restricted share units granted to the reporting person under the Plan.

3. These restricted share units were granted under the Plan and are scheduled to vest 100% on the earlier of May 28, 2027 or the day immediately preceding the date of the Issuer's first annual shareholder meeting following the date of grant, subject to the terms of the Plan and the applicable award agreement issued thereunder.

Remarks:

	/s/ Josh R. Marion, Attorney-in-Fact	05/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)