Kosmos Energy (KOS) CFO Shah logs RSU vesting and tax-related share sales

Rhea-AI Filing Summary

Kosmos Energy Ltd. SVP and CFO Nealesh D. Shah reported equity awards vesting and related share sales. On February 3, 2026, he acquired 65,567 shares of common stock at $0 upon settlement of restricted share units granted under the company’s Long Term Incentive Plan, which vested based on performance.

On the same day, he sold 54,434 shares at a weighted average price of $1.37, and on February 4, 2026, he sold an additional 24,690 shares at a weighted average price of $1.42. According to the footnotes, these sales were made to cover tax withholding obligations from the RSU vesting. After these transactions, he directly owned 1,705,167 common shares.

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

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

X

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^*

Shah Nealesh D.

(Last) (First) (Middle)

8176 PARK LANE, SUITE 500

(Street)

DALLAS TX 75231

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2026

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

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

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

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	02/03/2026		A		65,567(1)	A	$0	1,784,291	D
Common Stock	02/03/2026		S		54,434(2)	D	$1.37(3)	1,729,857	D
Common Stock	02/04/2026		S		24,690(2)	D	$1.42(4)	1,705,167	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. Represents shares issued on settlement of restricted share units granted to the reporting person on January 31, 2023 under the Issuer's Long Term Incentive Plan (the "Plan") that vested based on the level of achievement of the applicable performance condition.

2. These shares were sold to satisfy the tax withholding requirement arising from the vesting of restricted share units granted to the reporting person under the Plan.

3. The price reported above reflects the weighted average sales price. Sales of shares took place at actual prices ranging from $1.34 to $1.405 per share.

4. The price reported above reflects the weighted average sales price. Sales of shares took place at actual prices ranging from $1.395 to $1.465 per share.

Remarks:

	By: /s/ Josh R. Marion, Attorney-in-Fact	02/05/2026
	** 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.

FAQ

What insider transactions did Kosmos Energy (KOS) report for Nealesh D. Shah?

Nealesh D. Shah reported RSU vesting and related share sales. He received 65,567 common shares at $0 from performance-based RSUs, then sold 54,434 shares at a $1.37 average and 24,690 shares at a $1.42 average, mainly to cover tax obligations.

How many Kosmos Energy (KOS) shares does CFO Nealesh D. Shah own after the Form 4?

After the reported transactions, Shah directly owns 1,705,167 shares. This figure reflects his holdings following RSU settlement of 65,567 shares and two tax-related sales totaling 79,124 shares at weighted average prices of $1.37 and $1.42.

Why did Kosmos Energy (KOS) CFO sell shares in early February 2026?

The reported share sales were to satisfy tax withholding obligations. Footnotes state that the 54,434-share sale on February 3, 2026 and 24,690-share sale on February 4, 2026 related to taxes from vesting restricted share units under the Long Term Incentive Plan.

What equity award vested for Kosmos Energy (KOS) CFO Nealesh D. Shah?

Shah received 65,567 common shares from vested restricted share units. These RSUs were granted on January 31, 2023 under Kosmos Energy’s Long Term Incentive Plan and vested based on the level of achievement of a specified performance condition, then settled in shares.

At what prices did the Kosmos Energy (KOS) insider share sales occur?

The reported prices are weighted averages for each sale date. The February 3, 2026 sale averaged $1.37 per share, with actual prices between $1.34 and $1.405. The February 4, 2026 sale averaged $1.42, with trades from $1.395 to $1.465.

Who is the reporting person on this Kosmos Energy (KOS) Form 4 filing?

The reporting person is Nealesh D. Shah, SVP and CFO of Kosmos Energy. He is listed as an officer, not a director or 10% owner. The reported transactions involve common stock held directly, with no indirect ownership entities disclosed in the footnotes.