What decommissioning security is required related to Talos Energy’s (TALO) acquisition?

Talos’s share of initial decommissioning security is estimated at approximately $195.5 million, satisfied through surety bonds at closing. From December 31, 2032, 50% of the required security must be provided in cash escrow, with reassessments over time.

Talos Energy closes $420M Gulf deepwater deal

Talos Energy Inc. (TALO) has closed its previously announced acquisition of certain deepwater oil and gas assets in the Gulf of America from Shell Offshore Inc. through its subsidiary Talos Ocho Energy LLC and an affiliate of Ridgewood Energy.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Talos Energy Inc. (TALO) has closed its previously announced acquisition of certain deepwater oil and gas assets in the Gulf of America from Shell Offshore Inc. through its subsidiary Talos Ocho Energy LLC and an affiliate of Ridgewood Energy.

The transaction covers a 50% working interest and operatorship in the Coulomb field and a 25% non-operated working interest in the BP-operated Na Kika platform and related Kepler, Ariel, Fourier and Herschel fields. The final net cash purchase price at closing was $420 million, including a $42.5 million deposit, with an economic effective date of July 1, 2025. Talos assumed its proportionate future decommissioning obligations and provided initial security of about $195.5 million via surety bonds.

Upon closing, the company’s revolving credit facility borrowing base increased from $700 million to $850 million and the letter of credit sublimit from $250 million to $300 million, with approximately $49 million of letters of credit expected in connection with the deal. Talos Ocho also became a guarantor of Talos Production Inc.’s 8.000% notes due 2034 and 9.375% notes due 2031. Third quarter 2026 results will include contributions from the acquired assets from the closing date.

Positive

$420 million bolt-on acquisition of producing deepwater assets adds scale, with contributions starting in third quarter 2026 and full consolidation from the fourth quarter.
Revolving credit facility borrowing base increased from $700 million to $850 million, providing additional liquidity following the acquisition.
Letter of credit sublimit under the credit facility rose from $250 million to $300 million, supporting the company’s ability to post required financial assurances.

Negative

Talos assumed its share of future decommissioning obligations and posted initial security of about $195.5 million, with 50% required to be in cash escrow starting December 31, 2032.
The company expects to issue approximately $49 million in letters of credit in conjunction with closing, increasing committed credit usage tied to the acquired assets.

Filing Explained

The acquisition is closed, while purchase-price adjustments, decommissioning security, and required financial disclosures remain subject to follow-up.

Talos Energy reports that the acquisition closed on September 22, 2026; the acquired assets contribute through the third quarter and are fully consolidated beginning in the fourth quarter.

The press release describes the $420 million net cash purchase price as final while also stating that it remains subject to customary post-closing adjustments.

The initial $195.5 million decommissioning security is provided through surety bonds, but the required amount may rise or fall with later estimates and, beginning December 31, 2032, 50% must be held in cash escrow.

The company intends to file the acquired-business financial statements and pro forma information in a later amendment, no later than 71 calendar days after this filing is required to be filed.

8-K Event Classification

5 items: 1.01, 2.01, 7.01, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Unadjusted aggregate cash purchase price: $1.7 billion Final net cash purchase price at closing: $420 million Initial decommissioning security: $195.5 million +5 more

8 metrics

Unadjusted aggregate cash purchase price $1.7 billion Agreed purchase price for PSA Assets in Purchase Agreement

Final net cash purchase price at closing $420 million Cash consideration net to Talos Ocho at closing, including $42.5 million deposit

Initial decommissioning security $195.5 million Talos’s estimated share of required security, provided via surety bonds at closing

Borrowing base increase $700 million to $850 million Credit facility borrowing base under Credit Agreement Amendment effective at acquisition close

Letter of credit sublimit increase $250 million to $300 million Credit facility LC sublimit after amendment

Expected letters of credit $49 million Letters of credit to be issued in conjunction with acquisition closing

Working interest – Coulomb field 50% Working interest and operatorship acquired by Talos Ocho

Working interest – Na Kika platform 25% Non-operated working interest in BP-operated Na Kika platform and four associated fields

Key Terms

decommissioning obligations, Decommissioning Security Agreement, borrowing base, second-priority senior secured notes, +1 more

5 terms

decommissioning obligations financial

"assumed responsibility for its proportionate share of future decommissioning obligations"

Decommissioning Security Agreement regulatory

"Under the terms of a Decommissioning Security Agreement, the Company is required"

borrowing base financial

"provides for, among other things, (i) a borrowing base increase from $700 million"

A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.

second-priority senior secured notes financial

"governing the 8.000% Second-Priority Senior Secured Notes due 2034"

Debt securities that are backed by specific company assets but rank behind another secured loan when claims are paid; think of two lenders holding the same car title, where the first lender gets paid from sale proceeds before the second. Investors care because these notes offer higher interest than top-priority debt to compensate for greater recovery risk if the company defaults, and their position affects how much principal investors are likely to recover and how the notes trade in the market.

working interest financial

"Talos Ocho acquiring a 50% working interest in and operatorship of the Coulomb field"

The working interest is the percentage ownership one party holds in an oil or gas lease that gives them the right to a share of production and also the obligation to pay a proportional share of exploration, development and operating costs. Think of it like owning a slice of a cake but also agreeing to pay part of the bill to bake it: a larger working interest means bigger potential revenue when wells produce, but also larger exposure to costs and liabilities if things go wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What acquisition did Talos Energy (TALO) complete from Shell Offshore Inc.?

Talos Energy completed the acquisition of deepwater Gulf of America assets from Shell, including a 50% working interest and operatorship in the Coulomb field and a 25% non-operated working interest in the BP-operated Na Kika platform and associated fields.

How much did Talos Energy (TALO) pay at closing for the Shell deepwater assets?

The final net cash purchase price at closing was $420 million, which includes a previously escrowed $42.5 million deposit and is subject to customary post-closing adjustments. The original unadjusted aggregate cash purchase price in the agreement was $1.7 billion.

How did the Talos Energy (TALO) credit facility change with the acquisition?

Effective upon closing, the borrowing base under Talos’s credit facility increased from $700 million to $850 million, and the letter of credit sublimit rose from $250 million to $300 million. The company expects to issue about $49 million of letters of credit related to the deal.

When will the acquired assets begin contributing to Talos Energy’s (TALO) results?

Third quarter 2026 results will include contributions from the acquired assets from the September 22, 2026 closing date through quarter-end, and the assets will be fully consolidated beginning in the fourth quarter of 2026.

What guarantees did Talos Ocho provide on Talos Energy (TALO) notes?

Talos Ocho agreed to unconditionally guarantee all of Talos Production Inc.’s obligations under the 8.000% Second-Priority Senior Secured Notes due 2034 and the 9.375% Second-Priority Senior Secured Notes due 2031 through supplemental indentures executed on September 22, 2026.

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

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Available on EDGAR 09/22/2026 - 04:55 PM Accepted by SEC EDGAR 09/22/2026 - 04:54 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): September 22, 2026

    

Talos Energy Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38497	82-3532642
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

333 Clay Street
Houston, Texas		77002
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (713) 328-3000

    

(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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TALO	New York Stock Exchange

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. ☐

Introductory Note

As previously disclosed, on June 30, 2026, Talos Ocho Energy LLC (“Talos Ocho”), a Delaware limited liability company and an indirect wholly owned subsidiary of Talos Energy Inc., a Delaware corporation (“Talos” or the “Company”), and RE Fund V Holdco II Infrastructure, LLC, a Delaware limited liability company and an affiliate of Ridgewood Energy Corporation (together with Talos Ocho, the “Buyers”), entered into a purchase and sale agreement (the “Purchase Agreement”) with Shell Offshore Inc., a Delaware corporation (“Seller”), pursuant to which the Buyers agreed to acquire certain oil and gas properties and related assets located in the Outer Continental Shelf in the Mississippi Canyon area of the Gulf of America, including interests in the Na Kika and Coulomb deepwater producing assets (the “PSA Assets”), for an unadjusted aggregate cash purchase price of $1,700 million, subject to certain customary adjustments set forth in the Purchase Agreement (the “Acquisition”). The Acquisition has an economic effective date of July 1, 2025.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the “Introductory Note” above is incorporated by reference into this Item 2.01.

On September 22, 2026 (the “Closing Date”), the Buyers consummated the Acquisition, with Talos Ocho acquiring a 50% working interest in and operatorship of the Coulomb field and a 25% working interest in the BP-operated Na Kika platform and related Kepler, Ariel, Fourier and Herschel fields, for closing cash consideration net to Talos Ocho of $420 million (including $42.5 million cash deposit previously paid into escrow by Talos Ocho upon execution of the Purchase Agreement).

The material terms of the Purchase Agreement were previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed on June 30, 2026, which disclosure is incorporated herein by reference. The foregoing description does not purport to be complete and is subject to and qualified in its entirety by reference to the Purchase Agreement filed herewith as Exhibit 2.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On September 22, 2026, the Company issued a press release regarding the closing of the Acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished in this Current Report on Form 8-K pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

In connection with the Acquisition, the Company assumed responsibility for its proportionate share of future decommissioning obligations associated with the acquired assets. Under the terms of a Decommissioning Security Agreement, the Company is required to provide financial assurance to the Seller to secure performance of these decommissioning obligations. The required security amount is generally based on the Company’s share of estimated decommissioning costs as determined using BSEE cost estimates or, in certain circumstances, an independent third-party estimate. The amount of required security is subject to periodic reassessment and may increase or decrease based on changes in regulatory estimates, field life assumptions, regulatory requirements, or the completion of decommissioning activities. Security may be provided in various forms, including surety bonds, letters of credit, parent company guarantees, cash in escrow, or a combination thereof.

The Company’s share of the initial security is estimated at approximately $195.5 million, which was satisfied through surety bonds as of the Closing Date. Commencing on December 31, 2032, 50% of the security amount is required to be provided in cash escrow.

As previously disclosed, on June 30, 2026, contemporaneously with entry by Talos Ocho into the Purchase Agreement, the Company, Talos Production Inc., a Delaware limited liability company and a wholly owned subsidiary of the Company (“Talos Production”), and certain other direct and indirect subsidiaries of the Company and Talos Production entered into the Borrowing Base Redetermination Agreement, Incremental Agreement, and First Amendment to Amended and Restated Credit Agreement (the “Credit Agreement Amendment”).

Effective upon the consummation of the Acquisition, the Credit Agreement Amendment provides for, among other things, (i) a borrowing base increase from $700 million to $850 million and (ii) an increase in the letter of credit sublimit from $250 million to $300 million. The Company expects to issue approximately $49 million in letters of credit in conjunction with closing of the Acquisition.

The material terms of the Credit Agreement Amendment were previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed on June 30, 2026. The description of the Credit Agreement Amendment herein does not purport to be complete and is subject to and qualified in its entirety by reference to the Credit Agreement Amendment filed as Exhibit 10.1 to the Form 8-K filed June 30, 2026.

On the Closing Date, Talos Production, Talos Ocho and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), entered into (i) a first supplemental indenture to the indenture, dated as of July 17, 2026 (the “2034 Indenture”), among Talos Production, the guarantors party thereto (the “Existing Guarantors”), the Trustee and the Collateral Agent governing the 8.000% Second-Priority Senior Secured Notes due 2034 issued by Talos Production and (ii) a second supplemental indenture (the “2031 Supplemental Indenture” and, together with the 2034 Supplemental Indenture, the “Supplemental Indentures”) to the indenture, dated as of February 7, 2024 (the “2031 Indenture”), among Talos Production, the Existing Guarantors, the Trustee and the Collateral Agent governing the 9.375% Second-Priority Senior Secured Notes due 2031 issued by Talos Production. Pursuant to each of the 2034 Supplemental Indenture and the 2031 Supplemental Indenture, Talos Ocho agreed to unconditionally guarantee all of Talos Production’s obligations under the 2034 Indenture and 2031 Indenture, respectively.

The foregoing description of the Supplemental Indentures is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the 2034 Supplemental Indenture and the 2031 Supplemental Indenture, copies of which are attached hereto as Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business to be acquired.

The Company intends to file the financial statements required to be filed pursuant to Item 9.01(a) of Form 8-K by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

The Company intends to file the pro forma financial information required to be filed pursuant to Item 9.01(b) of Form 8-K by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit No. Description

2.1* Purchase and Sale Agreement, dated as of June 30, 2026, by and among Shell Offshore Inc., Talos Ocho Energy LLC, and RE Fund V Holdco II Infrastructure, LLC. (incorporated by reference to Exhibit 2.1 to Talos Energy, Inc.’s Current Report on Form 8-K filed on June 30, 2026).

4.1 First Supplemental Indenture, dated as of September 22, 2026, among Talos Production Inc., Talos Ocho Energy LLC and Wilmington Trust, National Association, as trustee and as collateral agent (8.000% Second-Priority Senior Secured Notes due 2034).

4.2 Second Supplemental Indenture, dated as of September 22, 2026, among Talos Production Inc., Talos Ocho Energy LLC and Wilmington Trust, National Association, as trustee and as collateral agent (9.375% Second-Priority Senior Secured Notes due 2031).

99.1 Press Release, dated September 22, 2026.

104 Cover Page Interactive Data File (embedded within Inline XBRL document)

* Certain of the schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			TALOS ENERGY INC.

Date:	September 22, 2026	By:	/s/ William S. Moss III
			William S. Moss III Executive Vice President, General Counsel and Secretary

Exhibit 99.1

Talos Energy Completes Strategic Bolt-On Acquisition of Gulf of America Deepwater Oil Assets

Company schedules earnings conference call to announce third quarter 2026 results

Houston, Texas, September 22, 2026 – Talos Energy Inc. (“Talos” or the “Company”) (NYSE: TALO) today announced the closing of its previously announced acquisition of certain deepwater assets in the Gulf of America from Shell Offshore Inc. (“Shell”), alongside an affiliate of Ridgewood Energy Corporation. The transaction includes a 50% working interest and operatorship in the Coulomb field and a 25% non-operated working interest in the BP-operated Na Kika platform and four associated fields (the “Acquisition”). The final net cash purchase price at closing was $420 million, which includes the previously escrowed $42.5 million deposit, and is subject to customary post-closing adjustments.

Talos President and Chief Executive Officer Paul Goodfellow commented, “The closing of this transaction marks another important step in executing our strategy to build a long-lived, scaled portfolio and become the leading pure-play offshore E&P. These high-quality, oil-weighted assets immediately enhance our scale, increase free cash flow generation, improve our margins, and provide infrastructure-led growth opportunities that leverage our core strengths in the Gulf of America.”

Third quarter 2026 results will include contributions from the acquired assets from the closing date through quarter-end, with the acquired assets fully consolidated beginning in the fourth quarter of 2026. Updated full-year 2026 guidance will be provided in conjunction with the Company's third quarter 2026 earnings release.

THIRD QUARTER 2026 RESULTS AND EARNINGS CONFERENCE CALL

The Company intends to release third quarter 2026 results for the period ended September 30, 2026, on Tuesday, November 3, 2026, after the U.S. financial market closes. In addition to this release, Talos will host a conference call, broadcast live over the internet, on Wednesday, November 4, 2026, at 10:00 AM Eastern Time (9:00 AM Central Time).

Listeners can access the conference call through a webcast link on the Company’s website at: Talos Third Quarter 2026 Webcast. Alternatively, the conference call can be accessed by dialing (800) 836-8184 (North American toll-free) or (646) 357-8785 (international). Please dial in approximately 15 minutes before the teleconference is scheduled to begin and ask to be joined into the Talos Energy call. A replay of the call will be available one hour after the conclusion of the conference until November 11, 2026 and can be accessed by dialing (888) 660-6345 and using access code 30408#.

ABOUT TALOS ENERGY

Talos Energy (NYSE: TALO) is a technically driven, innovative, independent energy company focused on safely maximizing long-term value through its Exploration & Production business in the United States Gulf of America and offshore Mexico. We leverage decades of technical and offshore operational expertise to acquire, explore, and produce assets in key geological trends while maintaining a focus on safe and efficient operations, environmental responsibility, and community impact. For more information, visit www.talosenergy.com.

INVESTOR RELATIONS CONTACT

Kyle Sahni

Kyle.Sahni@talosenergy.com

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This communication may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this communication, the words “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,” “may,” “objective,” “plan” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All statements, other than statements of historical fact included in this communication, are forward-looking statements, including, but not limited to, statements regarding our plans and expectations regarding the Acquisition, including our ability to realize the anticipated financial, operational, reserve, production and free cash flow benefits of the Acquisition, the anticipated impact of the Acquisition on our financial position, growth opportunities and competitive position, and our projected costs, prospects, plans and objectives of management. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

TALOS ENERGY INC. 333 Clay St., Suite 3300, Houston, TX 77002

We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, our ability to integrate the assets and realize the anticipated benefits of the Acquisition; the risk that actual production, operating costs, capital expenditures, reserves, recoverable resources or cash flows associated with the acquired assets differ materially from current estimates; changes in market conditions affecting the oil and gas industry or long-term oil and gas price levels; political or regulatory developments; reservoir performance, including faster-than-expected production declines, lower recoveries or unexpected reservoir behavior; risks related to third-party operatorship of the related platform; environmental, technical or operating factors; the uncertainty inherent in projecting future rates of production, cash flows and access to capital; the timing of expenditures; risks associated with future decommissioning, abandonment and asset retirement obligations that may exceed current estimates; risks associated with future financial assurance, supplemental bonding or other regulatory requirements applicable to the assets; risks and uncertainties related to economic, market or business conditions; and the other risks and uncertainties discussed in our most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other Securities and Exchange Commission filings.

Should one or more of the risks or uncertainties described herein occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this communication are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this communication.