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  4. [Form 4] Kosmos Energy Ltd. Insider Trading Activity

Kosmos Energy (NYSE: KOS) CFO granted RSUs, sells shares to cover taxes

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Kosmos Energy Ltd. reported insider equity activity by SVP and CFO Nealesh D. Shah. He received a grant of 118,329 restricted share units under the company’s Long Term Incentive Plan, scheduled to vest 100% on July 1, 2026, subject to plan terms and his award agreement.

In a related move, 45,980 common shares were sold at a weighted average price of $2.05 per share, with actual sale prices ranging from $2.00 to $2.115. According to the disclosure, these shares were sold solely to satisfy tax withholding requirements arising from the vesting of restricted share units. Following these transactions, Shah directly owns 1,935,410 common shares.

Positive

  • None.

Negative

  • None.
Insider Shah Nealesh D.
Role SVP and CFO
Sold 45,980 shs ($94K)
Type Security Shares Price Value
Sale Common Stock 45,980 $2.05 $94K
Grant/Award Common Stock 118,329 $0.00 --
Holdings After Transaction: Common Stock — 1,935,410 shares (Direct, null)
Footnotes (1)
  1. These restricted share units were granted under the Issuer's Long Term Incentive Plan (the "Plan") and are scheduled to vest 100% on July 1, 2026, subject to the terms of the Plan and the applicable award agreement issued thereunder. 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. The price reported above reflects the weighted average sales price. Sales of shares took place at actual prices ranging from $2.00 to $2.115 per share.
Shares sold for tax 45,980 shares Common Stock sold to satisfy tax withholding
Weighted average sale price $2.05 per share Common Stock sale price range $2.00–$2.115
RSUs granted 118,329 units Restricted share units under Long Term Incentive Plan
Post-transaction holdings 1,935,410 shares Common Stock directly owned after transactions
RSU vesting date July 1, 2026 Restricted share units scheduled to vest 100%
restricted share units financial
"These restricted share units were granted under the Issuer's Long Term Incentive Plan"
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 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
"These shares were sold to satisfy the tax withholding requirement arising from the vesting"
weighted average sales price financial
"The price reported above reflects the weighted average sales price."
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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transactions did Kosmos Energy (KOS) report for Nealesh Shah?
Kosmos Energy reported that SVP and CFO Nealesh Shah received 118,329 restricted share units and was involved in a sale of 45,980 common shares. The sale was tied to tax withholding obligations from restricted share unit vesting, rather than a discretionary open-market liquidation.

How many Kosmos Energy shares does CFO Nealesh Shah hold after these Form 4 transactions?
After the reported transactions, CFO Nealesh Shah directly holds 1,935,410 Kosmos Energy common shares. This figure reflects his position following both the restricted share unit grant and the 45,980-share sale executed to cover tax withholding on vested equity awards.

What was the size and nature of the equity grant to Kosmos Energy’s CFO?
Nealesh Shah received 118,329 restricted share units under Kosmos Energy’s Long Term Incentive Plan. These restricted share units are scheduled to vest 100% on July 1, 2026, subject to the plan’s conditions and the specific terms of his applicable award agreement.

At what price were Kosmos Energy shares sold in the CFO’s recent Form 4 filing?
The filing reports a weighted average sales price of $2.05 per Kosmos Energy share. Footnote disclosure clarifies that actual sale prices for the 45,980 shares ranged between $2.00 and $2.115, with the transactions executed to satisfy tax withholding obligations.

Why did Kosmos Energy’s CFO sell 45,980 shares according to the Form 4 footnotes?
The footnotes state that the 45,980 Kosmos Energy shares were sold to satisfy tax withholding requirements from the vesting of restricted share units. This characterizes the sale as a tax-related transaction tied to equity compensation, rather than a purely discretionary open-market share sale.
SEC Form 4
FORM 4UNITED 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).
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 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP and CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/01/2026A118,329(1)A$01,981,390D
Common Stock07/02/2026S45,980(2)D$2.05(3)1,935,410D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These restricted share units were granted under the Issuer's Long Term Incentive Plan (the "Plan") and are scheduled to vest 100% on July 1, 2026, subject to the terms of the Plan and the applicable award agreement issued thereunder.
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 $2.00 to $2.115 per share.
Remarks:
By: /s/ Josh R. Marion, Attorney-in-Fact07/06/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR