Talos Energy CEO acquires 88,790 shares on vesting

The CEO's PSUs were granted under Talos Energy's 2021 Long Term Incentive Plan and were subject to continued employment and stock-price hurdles through March 10, 2028.

Rhea-AI Filing Summary

Talos Energy Inc. director and President and Chief Executive Officer Paul R. A. Goodfellow had 88,790 performance share units vest on October 26, 2026, after the Compensation Committee certified achievement of the first performance hurdle; 88,790 common shares were acquired. On October 28, 2026, 34,939 common shares were withheld to satisfy tax obligations. The remaining 88,791 PSUs are subject to vesting based on achievement of the second stock-price hurdle.

Insider Trade Summary

88,790 shares exercised/converted

Exercise 3 txns

Insider Goodfellow Paul R A

Role See Remarks

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F2	34,939	$18.19	$636K
Exercise	Performance Share Units F1	88,790	--	--
Exercise	Common Stock F1	88,790	--	--

Holdings After Transaction: Performance Share Units — 88,791 contracts (Direct); Common Stock — 519,301 shares (Direct)

Footnotes (2)

1. F1. 177,581 performance share units ("PSUs") were granted under the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan (as amended, the "LTIP") on March 10, 2025. Each PSU represents a contingent right to receive one common share ("Share") of Talos Energy Inc. (the "Issuer"). Between 0% and 100% of the PSUs originally granted were eligible to vest based on continued employment and the achievement of certain stock-price hurdles over the period from March 10, 2025 through March 10, 2028. On October 26, 2026 the Compensation Committee of the Board of Directors of the Issuer certified the achievement of the first performance hurdle, resulting in the vesting of 50% of the PSUs (88,790 PSUs). The other 50% of the PSUs granted (88,791 PSUs) remain outstanding and subject to vesting based on achievement of the second stock price hurdle.
2. F2. Represents shares withheld to satisfy tax withholding obligations upon the vesting of 88,790 previously granted PSUs.

Key Figures

PSUs vested: 88,790 PSUs Common shares acquired: 88,790 shares Common shares withheld: 34,939 shares +4 more

7 metrics

PSUs vested 88,790 PSUs October 26, 2026; first performance hurdle certified

Common shares acquired 88,790 shares Upon vesting of PSUs on October 26, 2026

Common shares withheld 34,939 shares October 28, 2026, to satisfy tax withholding obligations

Remaining PSUs 88,791 PSUs Subject to vesting based on achievement of the second stock-price hurdle

PSUs originally granted 177,581 PSUs Granted March 10, 2025

Portion of original PSUs vested 50% Following certification of the first performance hurdle

Reported price per share $18.19 per share 34,939 shares withheld on October 28, 2026

Key Terms

Performance Share Units, Long Term Incentive Plan, stock-price hurdles, tax withholding obligations

4 terms

Performance Share Units technical

"177,581 performance share units ("PSUs")"

Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.

Long Term Incentive Plan financial

"2021 Long Term Incentive Plan (as amended, the "LTIP")"

A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.

stock-price hurdles financial

"achievement of certain stock-price hurdles"

Predetermined share-price thresholds that must be reached or exceeded before certain contractual rights or payments take effect, such as option vesting, earnouts, performance-based awards, or conversion of securities. They matter to investors because they shape when and whether equity gets issued or cash is paid, affecting dilution, company incentives and the timing of value transfer — like a speed bump that must be crossed before a payoff occurs.

tax withholding obligations financial

"satisfy tax withholding obligations"

FAQ

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

How many TALO performance share units vested?

Paul R. A. Goodfellow had 88,790 performance share units vest on October 26, 2026, after the Compensation Committee certified achievement of the first performance hurdle. The vesting resulted in the acquisition of 88,790 common shares.

How many shares did TALO's CEO have withheld for taxes?

Talos Energy withheld 34,939 common shares on October 28, 2026, to satisfy tax withholding obligations upon vesting of previously granted PSUs. The reported price was $18.19 per share.

What conditions governed TALO's performance share units?

The PSUs were eligible to vest based on continued employment and achievement of stock-price hurdles during the period from March 10, 2025, through March 10, 2028. On October 26, 2026, the Compensation Committee certified achievement of the first hurdle.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/28/2026 - 04:40 PM EDT Accepted by SEC EDGAR 10/28/2026 - 04:39 PM EDT Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Goodfellow Paul R A

(Last) (First) (Middle)

333 CLAY STREET, SUITE 3300

(Street)

HOUSTON TEXAS 77002

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/26/2026

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

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

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

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)	10/26/2026		M		88,790	A	(1)	554,240	D
Common Stock(2)	10/28/2026		F		34,939	D	$18.19	519,301	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
Performance Share Units	(1)	10/26/2026		M			88,790	(1)	(1)	Common Stock	88,790	(1)	88,791	D

Explanation of Responses:

1. 177,581 performance share units ("PSUs") were granted under the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan (as amended, the "LTIP") on March 10, 2025. Each PSU represents a contingent right to receive one common share ("Share") of Talos Energy Inc. (the "Issuer"). Between 0% and 100% of the PSUs originally granted were eligible to vest based on continued employment and the achievement of certain stock-price hurdles over the period from March 10, 2025 through March 10, 2028. On October 26, 2026 the Compensation Committee of the Board of Directors of the Issuer certified the achievement of the first performance hurdle, resulting in the vesting of 50% of the PSUs (88,790 PSUs). The other 50% of the PSUs granted (88,791 PSUs) remain outstanding and subject to vesting based on achievement of the second stock price hurdle.

2. Represents shares withheld to satisfy tax withholding obligations upon the vesting of 88,790 previously granted PSUs.

Remarks:

President and Chief Executive Officer

	/s/ William S. Moss III, attorney-in-fact	10/28/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)