Kosmos Energy Ltd SEC Filings

Kosmos Energy Ltd. completed a large equity offering, issuing and selling 97,500,000 shares of common stock in a registered public offering under an effective shelf registration statement on Form S-3. The company granted underwriters an option for an additional 14,625,000 shares, which was exercised in full. The offering, led by Barclays Capital Inc. and Stifel, Nicolaus & Company, Incorporated as representatives of the underwriters, closed on March 12, 2026.

Kosmos Energy Ltd. is offering $0 for 97,500,000 shares of common stock at a public offering price of $1.90 per share. The prospectus supplement states net proceeds before expenses of $178,980,750 and that the company will use proceeds to repay $100,000,000 under its Facility and the remainder to repay additional debt.

The underwriters have a 30-day option to purchase up to an additional 14,625,000 shares. Certain directors and officers have agreed to purchase approximately 3.7 million shares at the public offering price. The prospectus supplement lists common stock outstanding after this offering: 578,524,886 shares (593,149,886 if the underwriters’ option is exercised).

Kosmos Energy Ltd. proposes a $175,000,000 offering of common stock, subject to completion. The prospectus supplement states the company intends to use net proceeds to repay $100,000,000 of borrowings under its Facility and to repay additional outstanding debt. The underwriters have a 30-day option to purchase up to an additional $26,250,000 of shares. The filing discloses indications of interest from certain directors and officers for approximately 3,000,000 shares at the public offering price, and notes affiliates of certain underwriters will receive at least 5% of the net proceeds due to Facility repayment. Pricing, number of shares to be issued and net proceeds amounts are shown as placeholders in the excerpt and the offering is made in compliance with FINRA Rule 5121.

Kosmos Energy Ltd. proposes a $175,000,000 offering of common stock, subject to completion. The prospectus supplement states the company intends to use net proceeds to repay $100,000,000 of borrowings under its Facility and to repay additional outstanding debt. The underwriters have a 30-day option to purchase up to an additional $26,250,000 of shares. The filing discloses indications of interest from certain directors and officers for approximately 3,000,000 shares at the public offering price, and notes affiliates of certain underwriters will receive at least 5% of the net proceeds due to Facility repayment. Pricing, number of shares to be issued and net proceeds amounts are shown as placeholders in the excerpt and the offering is made in compliance with FINRA Rule 5121.

Kosmos Energy Ltd. reports a detailed annual update as a deepwater oil and gas producer with assets in Ghana, Equatorial Guinea, Mauritania, Senegal, and the Gulf of America. For 2025, total sales volumes were 22.4 MMBoe with revenue of $1,288,352 thousand and average realized oil price of $66.89 per barrel.

The company achieved first LNG from the Greater Tortue Ahmeyim project in early 2025, exporting 18.5 gross LNG cargos and one condensate cargo during the year, and the Gimi FLNG reached nameplate capacity around 3.0 million tonnes per annum in December. Proved reserves at year-end 2025 were 249 MMBoe, including 120 MMBbl of liquids and 770 Bcf of natural gas.

Kosmos extended its key Ghana licenses for the Jubilee and TEN fields to 2040, enabling additional drilling, and continued to develop Gulf of America discoveries such as Winterfell and Tiberius. Liquidity was approximately $342 million as of December 31, 2025, supported by an active hedging program and a focus on leverage reduction and ESG targets, including maintaining operated Scope 1 and 2 carbon neutrality and reducing Scope 1 equity emissions.

Kosmos Energy Ltd. reported weak fourth quarter and full-year 2025 results, driven by large non-cash charges and higher costs. For Q4 2025, the company posted a net loss of $377 million, or $0.79 per diluted share, and an adjusted net loss of $78 million, or $0.16 per share. Full-year 2025 net loss was $699.8 million, or $1.47 per share, compared with net income of $189.9 million in 2024, as revenues fell to $1.29 billion from $1.68 billion and impairments and exploration costs rose sharply. Q4 net production averaged about 67,900 boepd, with strong contributions from the Greater Tortue Ahmeyim LNG project and Ghana’s Jubilee field, and year-end 1P and 2P reserves were roughly 250 mmboe and 500 mmboe, implying reserve lives of around 10 and 20 years. Kosmos exited 2025 with approximately $3.0 billion of net debt and liquidity of about $342 million, but it has refinanced near-term notes, added oil price hedges, agreed to sell its Equatorial Guinea interests for up to $220 million, and guided to 2026 production growth of around 15%, operating cost reductions of about 20%, and at least 10% debt reduction by year-end.

Kosmos Energy Ltd. has agreed to sell its 40.375% non-operating working interest in the Ceiba Field and Okume Complex offshore Equatorial Guinea to Panoro Energy for up to $219.5 million. The consideration includes an upfront $180 million cash payment, subject to adjustments, plus contingent payments of up to $39.5 million tied to production and oil price thresholds through 2029.

The deal monetizes later-life, non-core production assets and is intended to strengthen the balance sheet. Kosmos plans to use the proceeds to reduce borrowings under its reserves-based lending credit facility and expects about $100 million in capital and administrative cost savings over the two years following completion. The transaction has Government of Equatorial Guinea approval and is expected to close around mid-2026, pending CEMAC customary approval.

Kosmos Energy Ltd. received an amended Schedule 13G from American Century Investment Management, American Century Companies, and the Stowers Institute for Medical Research reporting their beneficial ownership of the company’s common stock. They report beneficial ownership of 11,300,711 shares, representing 2.4% of Kosmos Energy’s common stock.

The group reports sole voting power over 9,736,137 shares and sole dispositive power over 11,300,711 shares, with no shared voting or dispositive power. They certify the shares are held in the ordinary course of business and not for the purpose of changing or influencing control of Kosmos Energy, and state that their ownership is now 5 percent or less of the class.

Kosmos Energy Ltd. VP & Chief Accounting Officer Ronald W. Glass reported equity award vesting and related share sales. On February 3, 2026, he acquired 7,732 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.

That same day, Glass sold 19,285 shares at a weighted average price of $1.37 per share to cover tax withholding from the vesting. On February 4, 2026, he sold an additional 3,313 shares at a weighted average price of $1.42 per share. Following these transactions, he directly owned 339,632 shares of Kosmos Energy common stock.

Kosmos Energy Ltd. SVP and General Counsel Josh R. Marion reported equity transactions in company common stock. On February 3, 2026, he acquired 7,661 shares at $0 upon settlement of performance-based restricted share units granted under the company’s Long Term Incentive Plan.

Also on February 3, he sold 19,656 shares at a weighted average price of $1.37 to cover tax withholding from the vesting. On February 4, 2026, he sold an additional 3,284 shares at a weighted average price of $1.42. After these transactions, he directly owned 194,125 common shares.