Talos Energy (NYSE: TALO) sells $800M 2034 second-lien notes

Rhea-AI Filing Summary

Talos Energy Inc. completed a new debt financing as Talos Production Inc. issued $800,000,000 aggregate principal amount of 8.000% Second-Priority Senior Secured Notes due July 15, 2034. The notes are guaranteed by Talos Energy and certain subsidiaries and are secured on a second-priority basis by liens on substantially the same collateral as the company’s senior reserve-based revolving credit facility.

Talos plans to use the net proceeds primarily to fund part of the cash consideration for its pending Gulf of America Acquisition, redeem all outstanding 9.000% Second-Priority Senior Secured Notes due 2029, and pay related fees and expenses, with any remaining proceeds for general corporate purposes. In connection with closing, the issuer redeemed the 9.000% notes at 104.500% of principal plus accrued and unpaid interest.

The 2034 Notes bear interest at 8.000% per annum, payable semi-annually on January 15 and July 15, beginning January 15, 2027. Terms include optional redemption provisions, a $175,000,000 special mandatory redemption tied to completion of the Gulf of America Acquisition or exercise of BP’s preferential right (with a December 31, 2026 Outside Date), a change-of-control repurchase right at 101% of principal, and customary covenants and events of default.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

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, and exhibit attachments filed with this report.

Key Figures

New notes issued: $800,000,000 Coupon rate on 2034 Notes: 8.000% per annum Maturity date: July 15, 2034 +5 more

8 metrics

New notes issued $800,000,000 Aggregate principal amount of 8.000% Second-Priority Senior Secured Notes due 2034

Coupon rate on 2034 Notes 8.000% per annum Interest rate on the Second-Priority Senior Secured Notes due 2034

Maturity date July 15, 2034 Stated maturity of the 8.000% Second-Priority Senior Secured Notes

Special Mandatory Redemption amount $175,000,000 Aggregate principal of 2034 Notes subject to Special Mandatory Redemption

Redemption price of 9.000% 2029 Notes 104.500% of principal amount Price paid to redeem all outstanding 9.000% Second-Priority Senior Secured Notes due 2029

Coupon on redeemed notes 9.000% Interest rate on the Second-Priority Senior Secured Notes due 2029 that were redeemed

Change-of-control repurchase price 101% of principal amount Cash price per 2034 Note if repurchased upon a Change of Control

Equity-funded optional redemption premium 108.000% of principal amount Redemption price for up to 40% of original principal before July 15, 2029 using equity proceeds

Key Terms

Second-Priority Senior Secured Notes, Special Mandatory Redemption, Change of Control, make-whole premium, +1 more

5 terms

Second-Priority Senior Secured Notes financial

"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.

Special Mandatory Redemption financial

"such redemption, the “Special Mandatory Redemption”"

A special mandatory redemption is a contractual obligation that forces a company to repay certain debt or preferred shares early when a specific trigger event occurs (for example, a change in tax law, regulatory change, or sale). For investors it matters because it ends the expected income stream and returns principal at a pre-set price, potentially altering returns, tax outcomes and a company’s cash needs — like a lender calling a loan back when rules change.

Change of Control financial

"If a Change of Control (as defined in the Indenture) occurs"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

make-whole premium financial

"plus an applicable make-whole premium and accrued and unpaid interest"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

intercreditor agreements financial

"subject to intercreditor agreements governing the rights and priorities"

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Understanding 8-K Material Events →

Available on EDGAR 07/13/2026 - 05:15 PM Accepted by SEC EDGAR 07/13/2026 - 05:15 PM Learn about SEC filing dates

FAQ

What debt securities did Talos Energy (TALO) issue on July 13, 2026?

Talos Energy’s subsidiary issued $800,000,000 aggregate principal amount of 8.000% Second-Priority Senior Secured Notes due July 15, 2034, guaranteed by Talos Energy and certain subsidiaries and secured by second-priority liens on collateral shared with its reserve-based credit facility.

How will Talos Energy (TALO) use the net proceeds from the 2034 Notes?

Talos plans to use net proceeds to fund part of the Gulf of America Acquisition, redeem all outstanding 9.000% Second-Priority Senior Secured Notes due 2029, and pay related fees and expenses, with any remaining proceeds available for general corporate purposes.

What triggers the Special Mandatory Redemption of Talos Energy’s 2034 Notes?

A $175,000,000 Special Mandatory Redemption at 100% of principal plus accrued interest is required if the Gulf of America Acquisition is not completed by the December 31, 2026 Outside Date, is abandoned, or BP exercises its preferential right on specified Na Kika interests.

What are the interest rate and payment dates on Talos Energy’s 2034 Notes?

The 2034 Notes bear interest at 8.000% per annum, payable semi-annually in arrears on January 15 and July 15, starting January 15, 2027, to holders of record on January 1 and July 1 immediately preceding each interest payment date.

What optional redemption terms apply to Talos Energy (TALO) 2034 Notes?

Before July 15, 2029, Talos may redeem up to 40% of the original principal at 108.000% with equity offering proceeds or redeem all or part at a make-whole price. From 2029 onward, call prices step down from 104.000% to 100.000% by 2031.

What change-of-control protection do Talos Energy’s 2034 Note holders have?

If a Change of Control occurs, each holder may require Talos’s issuer subsidiary to repurchase all or part of their 2034 Notes at 101% of principal plus accrued and unpaid interest, providing downside protection in a control transaction.

false 0001724965 0001724965 2026-07-13 2026-07-13

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): July 13, 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)		(I.R.S. Employer Identification Number)

333 Clay Street, Suite 3300

Houston, Texas 77002

(Address of principal executive offices, including zip code)

(713) 328-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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		NYSE

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Indenture and the 2034 Notes

On July 13, 2026, Talos Energy Inc., a Delaware corporation (the “Company”), Talos Production Inc., a Delaware corporation and a wholly owned subsidiary of the Company (the “Issuer”), certain of the Issuer’s subsidiaries (the “Subsidiary Guarantors” and, together with the Company, the “Guarantors”) and Wilmington Trust, National Association, as trustee and as collateral agent, entered into an indenture (the “Indenture”), pursuant to which the Issuer issued $800,000,000 in aggregate principal amount of the Issuer’s 8.000% Second-Priority Senior Secured Notes due 2034 (the “2034 Notes”). The 2034 Notes are unconditionally guaranteed on a senior unsecured basis by the Company and on a second-priority senior secured basis by each of the Subsidiary Guarantors and will be unconditionally guaranteed on the same basis by certain of the Issuer’s future subsidiaries. The 2034 Notes are secured on a second-priority basis by liens on substantially the same collateral (the “Collateral”) as the Issuer’s existing first-priority obligations under its senior reserve-based revolving credit facility. Those security interests are subject to intercreditor agreements governing the rights and priorities of the secured parties under the Indenture and the holders of certain other indebtedness outstanding on July 13, 2026 and that may be incurred in the future.

The Issuer has used, or intends to use, the net proceeds from the sale of the 2034 Notes to (i) fund a portion of the cash consideration for the Company’s pending acquisition of 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 “Gulf of America Acquisition”), pursuant to that certain purchase and sale agreement, dated as of June 30, 2026 (the “Purchase Agreement”), by and among Talos Ocho Energy LLC, a Delaware limited liability company and a direct wholly owned subsidiary of the Issuer, RE Fund V Holdco II Infrastructure, LLC, a Delaware limited liability company and an affiliate of Ridgewood Energy Corporation, and Shell Offshore Inc., a Delaware corporation (“Seller”), (ii) fund the redemption of all of the Issuer’s outstanding 9.000% Second-Priority Senior Secured Notes due 2029 (the “9.000% Notes”), and (iii) pay related fees and expenses. The Issuer intends to use any remaining net proceeds for general corporate purposes.

If (i) the consummation of the Gulf of America Acquisition does not occur on or before the “Outside Date,” as such term is defined in the Purchase Agreement as in effect as of July 1, 2026, (ii) prior thereto, the Issuer notifies the trustee that it will not pursue the consummation of the Gulf of America Acquisition, or (iii) the preferential right to purchase in favor of BP (the “Preferential Right”) with respect to Seller’s 50% working interests in the Na Kika platform and related Kepler, Ariel, Fourier and Herschel fields comprising a portion of the assets to be acquired pursuant to the Purchase Agreement is exercised, the Issuer will be required to redeem $175,000,000 aggregate principal amount of the 2034 Notes then outstanding (such redemption, the “Special Mandatory Redemption”) at a redemption price equal to 100% of the principal amount of the 2034 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date upon which such 2034 Notes will be redeemed; provided that the Issuer will not be required to effect more than one Special Mandatory Redemption. The “Outside Date” under the Purchase Agreement is December 31, 2026.

Interest and Maturity

The 2034 Notes will mature on July 15, 2034, and interest on the 2034 Notes is payable semi-annually in arrears on each January 15 and July 15, commencing January 15, 2027, to holders of record on the January 1 and July 1 immediately preceding the related interest payment date, at a rate of 8.000% per annum.

Optional Redemption

At any time prior to July 15, 2029, the Issuer may, from time to time, redeem up to 40% of the original aggregate principal amount of the 2034 Notes, upon not less than 10 or more than 60 days’ notice, at a redemption price of 108.000% of the principal amount of the 2034 Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more equity offerings by the Issuer or, subject to certain requirements, any direct or indirect parent of the Issuer, provided that the redemption occurs within 180 days of the date of the closing of each such equity offering. In addition, prior to July 15, 2029, the Issuer may redeem the 2034 Notes, in whole at any time or in part from time to time, upon not less than 10 or more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the 2034 Notes redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date.

On or after July 15, 2029, the Issuer may redeem the 2034 Notes, in whole at any time or in part from time to time, upon not less than 10 or more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the 2034 Notes redeemed to, but excluding, the applicable redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on July 15 of the years indicated below:

YEAR		REDEMPTION PRICE
2029			104.000	%
2030			102.000	%
2031 and thereafter			100.000	%

Change of Control

If a Change of Control (as defined in the Indenture) occurs, each holder of the 2034 Notes may require the Issuer to repurchase all or any part of that holder’s 2034 Notes for cash at a price equal to 101% of the aggregate principal amount of the 2034 Notes repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the date of repurchase, on the 2034 Notes repurchased (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Certain Covenants

The Indenture contains covenants that, among other things, limit the Issuer’s ability and the ability of its restricted subsidiaries to: (i) incur, assume or guarantee additional indebtedness or issue certain convertible or redeemable equity securities; (ii) create liens to secure indebtedness; (iii) pay distributions or dividends on equity interests, redeem or repurchase equity securities or redeem junior lien, unsecured or subordinated indebtedness; (iv) make investments; (v) restrict distributions, loans or other asset transfers from the Issuer’s restricted subsidiaries; (vi) consolidate with or merge with or into, or sell substantially all of the Issuer’s properties to, another person; (vii) sell or otherwise dispose of assets, including equity interests in subsidiaries; and (viii) enter into transactions with affiliates.

Events of Default

The Indenture contains customary events of default, including, but not limited to:

• default in any payment of interest on the 2034 Notes, when due, which continues for 30 days;

• default in payment when due of the principal of, or premium, if any, on the 2034 Notes when due;

• failure by the Issuer or any of its Restricted Subsidiaries (as defined in the Indenture) to comply with certain of their respective obligations, covenants or agreements contained in the 2034 Notes, the Indenture or the Security Documents (as defined in the Indenture), subject to certain notice and grace periods;

• failure of liens on Collateral with a Fair Market Value (as defined in the Indenture) in excess of $100.0 million to be valid or enforceable for 30 days or the assertion by the Issuer or any Subsidiary Guarantor in any pleading that any such security interest is invalid and unenforceable and, in the case of any Subsidiary Guarantor, such assertions are not rescinded within 30 days;

• failure by the Issuer or certain of its subsidiaries (including its Restricted Subsidiaries) to pay indebtedness within any applicable grace period or the acceleration of any such indebtedness if the total amount of such indebtedness exceeds $50.0 million;

• failure by the Issuer or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $50.0 million, which judgments are not discharged, waived or stayed for a period of 60 days;

• except as permitted by the Indenture, any guarantee of the 2034 Notes is held in any judicial proceeding to be unenforceable or invalid, or ceases for any reason to be in full force and effect, or is denied or disaffirmed by a Guarantor;

• failure to consummate the Special Mandatory Redemption, to the extent required; and

• certain events of bankruptcy, insolvency or reorganization described in the Indenture with respect to the Issuer and certain of its subsidiaries (including its Restricted Subsidiaries) that, taken as a whole, would constitute a significant subsidiary of the Issuer.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture and the form of 8.000% Second-Priority Senior Secured Note due 2034, which are filed with this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 relating to the 2034 Notes and the Indenture is contained in Item 1.01 of this Current Report on Form 8-K above and is incorporated into this Item 2.03 by reference.

Item 8.01 Other Events.

On July 13, 2026, in connection with the closing of the issuance and sale of the 2034 Notes, the Issuer redeemed all of its outstanding 9.000% Notes at a redemption price of 104.500% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, July 13, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Indenture, dated as of July 13, 2026, among the Issuer, the Guarantors named therein and Wilmington Trust, National Association, as trustee and as collateral agent, pursuant to which the 2034 Notes were issued.
4.2		Form of 8.000% Second-Priority Senior Secured Note due 2034 (included as Exhibit A in Exhibit 4.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

Date: July 13, 2026
				TALOS ENERGY INC.
				By:		/s/ William S. Moss III
				Name:		William S. Moss III
				Title:		Executive Vice President, General Counsel and Secretary

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EX-4.1 886.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB