Talos Energy (TALO) executive receives 70,093 RSUs, 8,288 shares withheld for taxes

Rhea-AI Filing Summary

Talos Energy executive John B. Spath reported equity-related transactions. He received a grant of 70,093 restricted stock units under the 2021 Long Term Incentive Plan, vesting in three equal installments on March 5 of 2027, 2028 and 2029. To cover tax withholding on previously vested awards, 8,288 shares of common stock were disposed of at $13.24 per share. After these transactions, he directly holds 295,909 shares of Talos Energy common stock.

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)
03/05/2026

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)	03/05/2026		A		70,093	A	$0.00	304,197	D
Common Stock(2)	03/05/2026		F		8,288	D	$13.24	295,909	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. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock, par value $0.01 per share, of Talos Energy Inc. The RSUs were issued pursuant to the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan and will vest ratably on each of March 5, 2027, March 5, 2028 and March 5, 2029.

2. Represents shares 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	03/09/2026
	** 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).
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FAQ

What equity award did John B. Spath report for Talos Energy (TALO)?

John B. Spath reported receiving 70,093 restricted stock units from Talos Energy. The award was granted under the 2021 Long Term Incentive Plan and represents a contingent right to receive an equal number of common shares as the units vest over time.

How do John B. Spath’s new RSUs in Talos Energy (TALO) vest?

The 70,093 restricted stock units vest ratably over three years. One-third will vest on March 5, 2027, another third on March 5, 2028, and the final third on March 5, 2029, subject to the plan’s terms and conditions.

Why were 8,288 Talos Energy (TALO) shares disposed of in this Form 4?

The 8,288 Talos Energy shares were withheld to satisfy tax withholding obligations. These obligations arose upon vesting of previously granted restricted stock units issued under the company’s 2021 Long Term Incentive Plan, rather than from an open-market sale for investment purposes.

At what price were the 8,288 Talos Energy (TALO) shares withheld for taxes?

The 8,288 Talos Energy shares used for tax withholding were valued at $13.24 per share. This disposition is recorded under transaction code “F,” reflecting payment of tax liability by delivering shares rather than a traditional market sale.

How many Talos Energy (TALO) shares does John B. Spath hold after these transactions?

Following the reported grant and tax-withholding disposition, John B. Spath directly owns 295,909 shares of Talos Energy common stock. This figure reflects his updated direct holdings after accounting for both the award-related acquisition and the shares withheld to cover tax obligations.

What plan governs John B. Spath’s RSU transactions in Talos Energy (TALO)?

Both the newly granted restricted stock units and the tax-withholding disposition relate to the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan. This plan sets the terms for equity awards, including vesting schedules and handling of tax obligations.