Talos Energy (TALO) boosts LTIP share pool and trims board to six

Rhea-AI Filing Summary

Talos Energy Inc. reported results of its 2026 annual stockholder meeting and adoption of an updated long-term incentive plan. Stockholders approved the Second Amended and Restated 2021 Long Term Incentive Plan, which increases the common stock available for equity awards by 4,500,000 shares, from 12,439,415 to 16,939,415, and extends the plan term to the tenth anniversary of the June 4, 2026 meeting. All 16,939,415 shares may be issued as incentive stock options, and the plan continues to allow a range of equity and cash awards to employees, directors and other service providers, while keeping a non-employee director annual compensation cap of $750,000. Stockholders also elected six directors, approved on a non-binding advisory basis the compensation of named executive officers for 2025, and ratified Ernst & Young LLP as independent auditor for the fiscal year ending December 31, 2026. Following the meeting, the Board size decreased from seven to six as Paula R. Glover’s term concluded.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

LTIP share increase: 4,500,000 shares Prior LTIP pool: 12,439,415 shares Revised LTIP pool: 16,939,415 shares +4 more

7 metrics

LTIP share increase 4,500,000 shares Additional shares available under A&R LTIP

Prior LTIP pool 12,439,415 shares Shares available before A&R LTIP

Revised LTIP pool 16,939,415 shares Total shares available after A&R LTIP approval

Director compensation cap $750,000 Maximum annual compensation per non-employee director

Say-on-pay support 134,898,126.31 votes for Advisory approval of 2025 NEO compensation

LTIP approval votes 140,631,798.31 votes for Stockholder approval of A&R LTIP

Auditor ratification votes 149,839,839.13 votes for Ratification of Ernst & Young LLP for 2026

Key Terms

Second Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan, incentive stock options, non-binding advisory basis, broker non-votes, +1 more

5 terms

Second Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan financial

"The Board ... approved, subject to stockholder approval, the Second Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan"

incentive stock options financial

"All 16,939,415 shares of Common Stock will be available for issuance upon the exercise of incentive stock options"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

non-binding advisory basis regulatory

"to approve, on a non-binding advisory basis, the Company’s named executive officers’ compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

broker non-votes regulatory

"VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

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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): June 04, 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. ☐

2

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors (the “Board”) of Talos Energy Inc. (the “Company”) previously approved, subject to stockholder approval, the Second Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan (the “A&R LTIP”) on April 20, 2026. As further described below in Item 5.07 to this Current Report on Form 8-K, the Company’s stockholders approved the A&R LTIP at the Company’s 2026 Annual Meeting of Stockholders held on June 4, 2026 (the “Annual Meeting”). As a result, the A&R LTIP became effective on June 4, 2026.

The A&R LTIP increases the number of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) available for issuance thereunder by 4,500,000, from 12,439,415 to 16,939,415, subject to the share recycling and adjustment provisions of the A&R LTIP. All 16,939,415 shares of Common Stock will be available for issuance upon the exercise of incentive stock options qualified as such under U.S. federal income tax laws (“ISOs”). The A&R LTIP also extends the term of the plan to the tenth anniversary of the Annual Meeting.

Consistent with the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan (the “Prior LTIP”), the A&R LTIP provides for potential grants of: (i) ISOs, (ii) stock options that do not qualify as ISOs, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock units, (vi) awards of vested stock, (vii) dividend equivalents, (viii) other stock-based or cash awards and (ix) substitute awards. Employees, non-employee directors, and other service providers of the Company and its affiliates are eligible to receive awards under the A&R LTIP. Consistent with the Prior LTIP, the A&R LTIP provides that, subject to certain exceptions, in a single calendar year, a non-employee director may not be paid compensation, whether denominated in cash or awards, for such individual’s service on the Board in excess of $750,000.

The material terms of the A&R LTIP are described in more detail in the section entitled “Proposal 3: Approval of the Second Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan” of the Company’s definitive proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 22, 2026, as amended and supplemented by the supplement filed with the Commission on May 7, 2026 (collectively, the “Proxy Statement”), and incorporated by reference herein.

The foregoing description of the A&R LTIP is qualified in its entirety by reference to the A&R LTIP, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders were asked to consider and vote upon the following proposals: (1) to elect the director nominees to the Company’s Board, each to serve for a term of office expiring at the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”), (2) to approve, on a non-binding advisory basis, the Company’s named executive officers’ (the “NEOs’”) compensation for the fiscal year ended December 31, 2025, (3) to approve the A&R LTIP and (4) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, each as disclosed in the Proxy Statement.

3

The following are the final voting results for the proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Proxy Statement:

1. The director nominees that were up for election at the Annual Meeting were each elected for a one-year term expiring at the 2027 Annual Meeting, and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Votes regarding the election of the following director nominees were as follows:

NOMINEE	VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
Mr. Neal P. Goldman	120,820,103.31	23,155,957.00	321,104.00	6,439,140.82
Mr. Paul R. Goodfellow	141,040,000.31	2,927,824.00	329,340.00	6,439,140.82
Mr. John “Brad” Juneau	137,378,342.31	6,597,332.00	321,490.00	6,439,140.82
Mr. Richard M. Sherrill	141,001,112.31	2,965,646.00	330,406.00	6,439,140.82
Mr. Charles M. Sledge	134,485,887.31	9,481,045.00	330,232.00	6,439,140.82
Ms. Shandell M. Szabo	143,101,630.31	857,047.00	338,487.00	6,439,140.82

Ms. Paula R. Glover’s term as a member of the Board expired in connection with the Annual Meeting and, accordingly, effective as of the end of the Annual Meeting, Ms. Glover’s service on the Board and each of the committees on which she served concluded, and the size of the Board was reduced from seven to six directors.

2. The Board’s proposal seeking approval, on a non-binding advisory basis, of the Company’s NEOs’ compensation for the fiscal year ended December 31, 2025 was approved. The voting results were as follows:

VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
134,898,126.31	6,416,219.00	2,982,819.00	6,439,140.82

3. The Company’s stockholders approved the A&R LTIP. The voting results were as follows:

VOTES FOR	VOTES AGAINST	VOTES ABSTAINED	BROKER NON-VOTES
140,631,798.31	3,153,680.00	511,686.00	6,439,140.82

4. The Board’s proposal seeking the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved. The voting results were as follows:

VOTES FOR	VOTES AGAINST	VOTES ABSTAINED
149,839,839.13	558,749.00	337,717.00

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1†	Second Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Identifies management contracts and compensatory plans or arrangements.

4

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:	June 9, 2026	By:	/s/ William S. Moss III
			William S. Moss III Executive Vice President, General Counsel and Secretary

5

FAQ

What did Talos Energy Inc. (TALO) change in its long-term incentive plan?

Talos Energy increased shares available under its Second Amended and Restated 2021 Long Term Incentive Plan by 4,500,000, from 12,439,415 to 16,939,415. The plan term now runs until the tenth anniversary of the June 4, 2026 annual meeting.

How many shares under Talos Energy’s plan can be issued as incentive stock options?

The company states that all 16,939,415 shares authorized under the amended long-term incentive plan are available for issuance as incentive stock options. These tax-qualified options are one of several award types permitted for eligible employees, non-employee directors and other service providers.

How did Talos Energy (TALO) stockholders vote on executive compensation for 2025?

Stockholders approved, on a non-binding advisory basis, compensation for named executive officers for 2025, with 134,898,126.31 votes for, 6,416,219.00 against, 2,982,819.00 abstaining, and 6,439,140.82 broker non-votes. This reflects broad support for the disclosed pay program.

Was the new Talos Energy long-term incentive plan (A&R LTIP) approved by shareholders?

Yes. Stockholders approved the Second Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan with 140,631,798.31 votes for, 3,153,680.00 against, 511,686.00 abstentions, and 6,439,140.82 broker non-votes at the 2026 annual meeting.

What limits apply to Talos Energy non-employee director compensation under the plan?

The plan maintains a cap that, subject to certain exceptions, a non-employee director may not receive more than $750,000 in total compensation, whether in cash or awards, for service on the Board in a single calendar year.

Who is Talos Energy’s auditor for the year ending December 31, 2026?

Stockholders ratified the appointment of Ernst & Young LLP as Talos Energy’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 149,839,839.13 votes for, 558,749.00 against, and 337,717.00 abstaining.

Did Talos Energy’s Board composition change after the 2026 annual meeting?

Yes. Paula R. Glover’s term expired at the meeting, ending her service on the Board and its committees. The Board size was reduced from seven to six directors following the conclusion of the 2026 annual meeting.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 218.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.3 KB