[Form 4] Talos Energy, Inc. Insider Trading Activity

Rhea-AI Filing Summary

John B. Spath, Executive Vice President and Head of Operations at Talos Energy Inc. (TALO), had 5,269 shares of common stock withheld to satisfy tax withholding obligations tied to the vesting of previously granted restricted stock units under the company’s 2021 Long Term Incentive Plan. The transaction price per share was reported at $9.52, and following the withholding the reporting person beneficially owns 234,230 shares of Talos common stock. The Form 4 indicates this was a non-derivative acquisition event recorded as a tax withholding on vested RSUs and the ownership is reported in a direct form.

Positive

• RSU vesting confirmed by withholding rather than an open-market sale, indicating equity compensation delivered as designed
• Substantial direct ownership remains: 234,230 shares beneficially owned after the withholding

Negative

• None.

Insights

Securities Analyst

TL;DR: Officer withheld shares to cover taxes on vested RSUs, leaving substantial direct ownership; transaction is routine and not materially market-moving.

The Form 4 shows a non-derivative transaction where 5,269 shares were withheld at $9.52 to satisfy tax obligations on vested restricted stock units. The withholding mechanism confirms compensation-related equity vesting rather than an open-market sale. Post-transaction beneficial ownership is 234,230 shares, reported as direct ownership. For investors, this reflects executive equity compensation activity and ongoing alignment with shareholders, but it does not represent a liquidity event or an indicated change in control.

Corporate Governance Expert

TL;DR: Disclosure is standard: RSU vesting taxed via share withholding; filing is compliant and provides clear ownership update.

The Explanation clarifies that the shares were withheld to satisfy tax withholding obligations upon RSU vesting under the Amended and Restated 2021 Long Term Incentive Plan. The reporting person is identified as an officer (Executive Vice President and Head of Operations). The filing is a routine Section 16 report updating beneficial ownership after compensation-related vesting and does not indicate discretionary trading or a change in board/officer status.

SEC Form 4

FORM 4

UNITED 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Spath John B.

(Last) (First) (Middle)

333 CLAY STREET, SUITE 3300

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TALOS ENERGY INC. [ TALO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	09/09/2025		F		5,269	A	$9.52	234,230	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of common stock, par value $0.01 per share, of Talos Energy Inc., withheld to satisfy tax withholding obligations upon the vesting of previously granted restricted stock units under the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan.

Remarks:

Executive Vice President and Head of Operations

	/s/ William S. Moss III, attorney-in-fact	09/11/2025
	** Signature of Reporting Person	Date
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.

FAQ

What transaction did Talos Energy (TALO) reporting person John B. Spath disclose on the Form 4?

The Form 4 reports that 5,269 shares were withheld to satisfy tax withholding obligations on vested restricted stock units.

At what price were the withheld Talos shares recorded on the Form 4?

The transaction price reported for the withheld shares was $9.52 per share.

How many Talos shares does John B. Spath beneficially own after the transaction?

Following the reported transaction, the Form 4 shows 234,230 shares beneficially owned.

What was the reason given for the share withholding on the Form 4 for TALO?

The Explanation states the shares were withheld to satisfy tax withholding obligations upon the vesting of previously granted restricted stock units under the 2021 Long Term Incentive Plan.

What is John B. Spath’s role at Talos Energy as shown on the Form 4?

The Form 4 identifies him as Executive Vice President and Head of Operations and files the transaction as an officer reporting person.