Form 8-K TALOS ENERGY INC. For: Jul 01

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 1, 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)

 

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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))

 

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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 7.01 Regulation FD Disclosure.

On July 1, 2026, Talos Production (as defined below) issued a conditional notice of redemption for all of its outstanding 9.000% second-priority senior secured notes due 2029 (the “2029 Notes”) to be redeemed on July 13, 2026 at a redemption price equal to 104.500% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date. The redemption is conditioned on the closing of the Offering (as defined below).

The information above is being furnished pursuant to this Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act, or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 8.01. Other Events.

On July 1, 2026, Talos Energy Inc., a Delaware corporation (the “Company”), issued a press release in accordance with Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), announcing that Talos Production Inc., a wholly owned subsidiary of the Company (“Talos Production”), has priced an offering of $800 million in aggregate principal amount of 8.000% second-priority senior secured notes due 2034 (the “Offering”).

A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference. Neither this Current Report on Form 8-K nor the press release constitutes a notice of redemption under the optional redemption provisions of the indenture governing the 2029 Notes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated July 1, 2026.
104		Cover Page Interactive Data File (embedded within 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 1, 2026
				TALOS ENERGY INC.
				By:		/s/ William S. Moss III
				Name:		William S. Moss III
				Title:		Executive Vice President, General Counsel and Secretary