Machine learning predictions based on historical earnings data and price patterns
1-Day Prediction
+2.75%
$16.80
100% positive prob.
5-Day Prediction
+8.52%
$17.74
100% positive prob.
20-Day Prediction
+18.44%
$19.37
95% positive prob.
| Quarter | Signal | 1D Return | 5D Return | 20D Return | Confidence | Actual 5D |
|---|---|---|---|---|---|---|
| Q3 2026 | BUY | +2.75% | +8.52% | +18.44% | 100.0% | Pending |
| Q2 2026 | BUY | +3.10% | +8.54% | +18.31% | 100.0% | Pending |
| Q1 2026 | BUY | +3.46% | +9.16% | +19.82% | 100.0% | +1.73% |
| Q4 2025 | SELL | -0.74% | -4.99% | -5.87% | 99.0% | +15.09% |
SEC 8-K filings with transcript text
Nov 3, 2026 · 100% conf.
1D
+2.75%
$16.80
Act: -3.04%
5D
+8.52%
$17.74
20D
+18.44%
$19.37
2 talo-ex99_1.htm
Exhibit 99.1
Talos Energy Announces Third Quarter 2026 Operational and Financial Results
Houston, Texas, November 3, 2026 – Talos Energy Inc. (“Talos” or the “Company”) (NYSE: TALO) today announced its operational and financial results for the three months ended September 30, 2026. Talos also provided revised full-year 2026 guidance.
Third Quarter Operational and Financial Highlights
• Production of 68.5 thousand barrels of oil per day (“MBo/d”) and 91.5 thousand barrels of oil equivalent per day (“MBoe/d”) exceeded guidance, driven by strong base business performance, no storm downtime and contributions from the completed acquisition.
• Reported net cash provided by operating activities of $325.8 million.
• Generated Adjusted Free Cash Flow(1)(2) of $186.3 million.
• Premium oil realizations of ~$1.60 above WTI supported peer-leading Adjusted EBITDA margins of ~$52/BOE.
• Repurchased 1.4 million shares for $23.6 million; returned $61.8 million to shareholders through the first three quarters of 2026.
• Recorded Net Loss(2) of $81.2 million or $0.49 Net Loss(2) per diluted share; Adjusted Net Income(1)(2) of $99.3 million or $0.58 Adjusted Net Income per diluted share(1)(2).
• Generated Adjusted EBITDA(1)(2) of $406.1 million.
• Invested $127.9 million of capital expenditures, excluding plugging and abandonment and settled decommissioning obligations.
• Maintained a strong balance sheet with $410.2 million of cash, an undrawn credit facility and Net Debt to Last Twelve Months (“LTM”) Adjusted EBITDA(1)(2) of 0.6x as of September 30, 2026.
• Achieved first oil at CPN late in the third quarter, with the well performing in line with expectations.
• Commenced drilling operations at Monument #4 in early September.
• Drilled the Daenerys appraisal well to target depth, meeting appraisal objectives.
Key Strategic Highlights
• Completed the acquisition of deepwater assets from Shell on September 22, 2026; final net cash purchase price of $420 million.
• Increased midpoint of full-year 2026 production guidance to 69 MBo/d and 93.5 MBoe/d, inclusive of the completed Gulf of America acquisition, non-core shelf divestment and impact from Hurricane Isaias in early October.
• Delivered greater than 100% of the $100 million Optimal Performance Plan 2026 target ahead of schedule.
• Commenced a deepwater 3D seismic campaign in Honduras in October, less than three months after signing the agreements.
• Awarded both leases bid on at the August 2026 BBG3 Lease Sale.
“The third quarter demonstrated the strength of the business we are building,” said Paul Goodfellow, President and Chief Executive Officer of Talos. “With the completion of our Gulf of America bolt-on acquisition, we have added high-quality, oil-weighted assets that increase free cash flow, improve margins and create additional infrastructure-led growth opportunities. Combined with strong performance from our base business, we are executing our strategy with greater scale, financial flexibility and a deeper portfolio of development and exploration opportunities to drive long-term value creation.
Our teams delivered another quarter of consistent operational execution, disciplined cost management and strong financial outcomes. Looking ahead, we are focused on fully integrating the new deepwater assets, advancing development and exploration opportunities across the portfolio, and continuing to build the scale and portfolio depth to position Talos as the leading pure-play offshore E&P.”
Footnotes:
(1) Please see “Supplemental Non-GAAP Information” for details and reconciliations of GAAP to non-GAAP financial measures.
(2) Attributable to Talos Energy Inc. exclusive of non-controlling interest.
1
333 Clay St., Suite 3300, Houston, TX 77002
Operations Update:
Production Update: During the third quarter, oil and total equivalent production exceeded guidance, driven by continued strong base business performance, the absence of storm-related downtime and contributions from acquired assets following the September 22, 2026 closing.
CPN: The Company achieved first oil in September 2026, with the well performing in line with expectations. Talos, as operator, holds a 65% W.I., Walter Oil & Gas Corp. holds a 25% W.I., and Houston Energy holds a 10% W.I.
Exploration, Development and Appraisal Update:
Monument: The first Monument development well reached target depth in June, after which the operator redeployed the rig to another asset in which Talos does not hold a working interest before returning to Monument to spud the second development well in early September. Completion operations on both Monument wells are expected to commence after the second well reaches target depth. First oil is now expected in the first quarter of 2027, with gross production expected to reach 20–30 MBoe/d. Monument is a large Wilcox oil discovery in Walker Ridge blo
Aug 4, 2026 · 100% conf.
1D
+3.10%
$14.71
Act: -0.63%
5D
+8.54%
$15.49
20D
+18.31%
$16.88
2 talo-ex99_1.htm
Exhibit 99.1
Talos Energy Announces Second Quarter 2026 Operational and Financial Results
Houston, Texas, August 4, 2026 – Talos Energy Inc. (“Talos” or the “Company”) (NYSE: TALO) today announced its operational and financial results for the three months ended June 30, 2026. Talos also provided third quarter 2026 production guidance and revised full-year 2026 guidance.
Second Quarter Operational and Financial Highlights
• Produced 68.6 thousand barrels of oil per day (“MBo/d”) and 93.7 thousand barrels of oil equivalent per day (“MBoe/d”); oil and total equivalent production exceeded guidance ranges driven by strong uptime and well performance.
• Reported net cash provided by operating activities of $300.6 million.
• Generated Adjusted Free Cash Flow(1)(2) of $231.6 million.
• Recorded Net Income(2) of $149.7 million or $0.88 Net Income(2) per diluted share; Adjusted Net Income(1)(2) of $97.8 million or $0.57 Adjusted Net Income per diluted share(1)(2).
• Generated Adjusted EBITDA(1)(2) of $402.4 million.
• Invested $112.5 million of capital expenditures, excluding plugging and abandonment and settled decommissioning obligations.
• Strengthened balance sheet with $577.6 million of cash, an undrawn credit facility, a Net Debt to Last Twelve Months (“LTM”) Adjusted EBITDA(1)(2) of 0.5x, as of June 30, 2026.
• Completed the Genovesa workover and returned the well to production late in the second quarter.
• Finished drilling operations at Monument #3 and encountered approximately 250 feet of net pay, in-line with pre-drill expectations.
• Commenced the Daenerys appraisal well program; results from the first appraisal well expected by year-end 2026.
Key Strategic Highlights
• Increased midpoint of full-year 2026 production guidance to 66 MBo/d and 89 MBoe/d; excluding the announced Gulf of America bolt-on acquisition and after adjusting for the closed non-core shelf divestment.
• Achieved greater than 65% of the Optimal Performance Plan 2026 target; on track to fully achieve by year-end 2026.
• Announced acquisition of Gulf of America deepwater oil assets from Shell; BP elected not to exercise its preferential right, with the transaction expected to close in the third quarter of 2026.
• Announced strategic development farm-in transaction with Repsol in offshore Mexico Block 29.
• Signed agreements to acquire an 80% operated interest in an offshore Honduras block spanning more than 4 million gross acres through a seismic commitment, providing access to a large-scale exploration position within a working petroleum system.
• Closed non-core shelf divestment of non-operated gas assets on July 15th; eliminates approximately $54 million of ARO and decommissioning obligations.
• Enhanced financial flexibility through issuance of $800 million of 8.000% notes due 2034; proceeds used to fully redeem $625 million of 9.000% notes due 2029 and fund a portion of the previously announced Gulf of America bolt-on acquisition.
• Upsized credit facility to $850 million from $700 million, effective upon closing of the Gulf of America bolt-on acquisition.
• Executed a rig contract for the West Vela drillship commencing in mid-2027; primary term of one year with extension options.
"The second quarter marked another meaningful step forward in the execution of our strategy and reinforces our confidence in the long-term value creation opportunities ahead," said Paul Goodfellow, President and Chief Executive Officer of Talos. "We advanced all three pillars of our strategic framework as we continue to build a long-lived, scaled portfolio by expanding our deepwater scale, enhancing our development inventory through greenfield opportunities, and adding large-scale exploration potential at low entry cost. At the same time, our teams continued delivering on the Optimal Performance Plan, achieving more than 65% of the 2026 target in the first half of the year and demonstrating our relentless focus on operational excellence, cost discipline and value creation.
1
333 Clay St., Suite 3300, Houston, TX 77002
These strategic achievements were complemented by strong execution across our base business. We exceeded the high end of our production guidance ranges, increased our full-year production outlook and generated record Free Cash Flow. We also commenced the Daenerys appraisal program, which has the potential to further enhance the longevity of our deepwater portfolio.
Taken together, these accomplishments demonstrate our ability to successfully execute on both fronts – advancing our Three Strategic Pillars while continuing to deliver exceptional operational and financial results from our base business. With strong momentum across the organization, we remain focused on building the foundation to be a leading pure-play offshore E&P and look forward to closing the previously announced Gulf of America bolt-on acquisition later in the third quarter."
Footnotes
May 6, 2026 · 100% conf.
1D
+3.46%
$15.57
Act: -0.86%
5D
+9.16%
$16.43
Act: +1.73%
20D
+19.82%
$18.03
Act: +1.66%
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Feb 25, 2026 · 99% conf.
1D
-0.74%
$11.25
Act: +2.12%
5D
-4.99%
$10.77
Act: +15.09%
20D
-5.87%
$10.67
8-K
false000172496500017249652026-02-242026-02-24
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 24, 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)
(IRS Employer Identification No.)
333 Clay Street
Houston, Texas
77002
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (713) 328-3000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐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
New York Stock Exchange
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 2.02 Results of Operations and Financial Condition. On February 24, 2026, Talos Energy Inc. (the “Company”) issued a press release announcing its financial and operational results for the fiscal quarter and full year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. In accordance with the General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 7.01 Regulation FD Disclosure. The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference as if fully set forth herein. On February 24, 2026, the Company posted a new investor presentation on its website, www.talosenergy.com. A copy of the presentation can be reviewed at the Company’s website by first selecting “Investors Relations,” then selecting the “Presentations & Webcasts – Latest Presentations” in the drop-down tab. Information on the Company’s website does not constitute a part of this Current Report on Form 8-K. In accordance with the General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under this Item 7.01 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits
Exhibit No.
Description
99.1
Press Release dated February 24, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
February 24, 2026
By:
/s/ William S. Moss III
William S. Moss III Executive Vice President, General Counsel and Secretary
Nov 6, 2025
8-K
false000172496500017249652025-11-052025-11-05
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 05, 2025
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)
(IRS Employer Identification No.)
333 Clay Street
Houston, Texas
77002
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (713) 328-3000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐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
New York Stock Exchange
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 2.02 Results of Operations and Financial Condition. On November 5, 2025, Talos Energy Inc. (the “Company”) issued a press release announcing its financial and operational results for the fiscal quarter ended September 30, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. In accordance with the General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 7.01 Regulation FD Disclosure. The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference as if fully set forth herein. On November 5, 2025, the Company posted a new investor presentation on its website, www.talosenergy.com. A copy of the presentation can be reviewed at the Company’s website by first selecting “Investors Relations,” then selecting the “Presentations & Webcasts – Latest Presentations” in the drop-down tab. Information on the Company’s website does not constitute a part of this Current Report on Form 8-K. In accordance with the General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under this Item 7.01 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits
Exhibit No.
Description
99.1
Press Release dated November 5, 2025.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
November 5, 2025
By:
/s/ William S. Moss III
William S. Moss III Executive Vice President, General Counsel and Secretary
Aug 6, 2025
8-K
false 0001724965 0001724965 2025-08-06 2025-08-06
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025
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 No.)
(IRS Employer Identification No.)
333 Clay Street, Suite 3300 Houston, Texas
77002
(Address of principal executive office)
(Zip Code) Registrant’s telephone number, including area code: (713) 328-3000 Not Applicable (Former names or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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
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 2.02. Results of Operations and Financial Condition.
On August 6, 2025, Talos Energy Inc. (the “Company”) issued a press release announcing its financial and operational results for the fiscal quarter ended June 20, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. In accordance with the General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference as if fully set forth herein. On August 6, 2025, the Company posted a new investor presentation on its website, www.talosenergy.com. A copy of the presentation can be reviewed at the Company’s website by first selecting “Investors Relations,” then selecting the “Presentations & Filings” tab. Information on the Company’s website does not constitute a part of this Current Report on Form 8-K. In accordance with the General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under this Item 7.01 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release dated August 6, 2025.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 6, 2025
By:
/s/ William S. Moss III
Name:
William S. Moss III
Title:
Executive Vice President, General Counsel and Secretary
3
May 22, 2025
8-K
false 0001724965 0001724965 2025-05-22 2025-05-22
Washington, DC 20549
PURSUANT TO SECTION 13 OR 15(d)
Date of report (Date of earliest event reported): May 22, 2025
(Exact Name of Registrant as Specified in Charter)
Delaware
001-38497
82-3532642
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
333 Clay Street, Suite 3300 Houston, Texas 77002 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (713) 328-3000 N/A (Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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
New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2.02. Results of Operations and Financial Condition.
As reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) by Talos Energy Inc. (the “Company”) on March 4, 2024, as amended on a Form 8-K/A filed with the SEC on May 3, 2024, the Company consummated the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of January 13, 2024, by and among the Company, QuarterNorth Energy Inc. (“QuarterNorth”), Compass Star Merger Sub Inc. and certain equityholders of QuarterNorth, pursuant to which QuarterNorth became a wholly owned subsidiary of the Company. This Current Report on Form 8-K provides a pro forma statement of operations of the Company, as described in Item 9.01 below and which is incorporated into this Item 2.02 by reference, giving effect to the Merger as if it has been consummated on January 1, 2024. This Current Report on Form 8-K should be read in connection with the Company’s March 4 and May 3 filings referenced above, which together provide a more complete description of the Merger. In addition, to the extent required, the information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 2.02 by reference. The information contained in this Item 2.02 shall not be deemed to be “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 of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 7.01. Regulation FD Disclosure.
The information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference. The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of 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.
Item 8.01. Other Events.
This Current Report on Form 8-K provides a pro forma statement of operations, as described in Item 9.01 below, which is incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits
(b) Pro Forma Financial Information
The following unaudited pro forma condensed combined financial information of the Company, giving effect to the Merger, attached as Exhibit 99.1 hereto:
•
Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2024; and
•
Notes to the Unaudited Pro Forma Condensed Combined Financial Statement.
(d) Exhibits
Exhibit No.
Description
99.1
Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2024.
104
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2
Pursua
May 6, 2025
8-K
false 0001724965 0001724965 2025-05-05 2025-05-05
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
Date of Report (Date of earliest event reported): May 5, 2025
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 No.)
333 Clay Street, Suite 3300 Houston, Texas
77002
(Address of principal executive offices)
(Zip Code) (713) 328-3000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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
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 2.02. Results of Operations and Financial Condition.
On May 5, 2025, Talos Energy Inc. (the “Company”) issued a press release announcing its financial and operational results for the fiscal quarter ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference as if fully set forth herein. On May 5, 2025, the Company posted a new investor presentation on its website, www.talosenergy.com. A copy of the presentation can be reviewed at the Company’s website by first selecting “Investors Relations,” then selecting the “Presentations & Filings” tab. Information on the Company’s website does not constitute a part of this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under this Item 7.01 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description of Exhibit
99.1
Press Release dated May 5, 2025.
104
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1
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: May 5, 2025
By:
/s/ William S. Moss III
Name:
William S. Moss III
Title:
Executive Vice President, General Counsel and Secretary
2
Feb 27, 2025
8-K
false 0001724965 0001724965 2025-02-26 2025-02-26
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
Date of Report (Date of earliest event reported): February 26, 2025
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 No.)
333 Clay Street, Suite 3300 Houston, Texas
77002
(Address of principal executive offices)
(Zip Code) (713) 328-3000 (Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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
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 2.02. Results of Operations and Financial Condition.
On February 26, 2025, Talos Energy Inc. (the “Company”) issued a press release announcing its financial and operational results for the fiscal quarter and year ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference as if fully set forth herein. On February 26, 2025, the Company posted a new investor presentation on its website, www.talosenergy.com. A copy of the presentation can be reviewed at the Company’s website by first selecting “Investors Relations,” then selecting the “Presentations & Filings” tab. Information on the Company’s website does not constitute a part of this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under this Item 7.01 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description of Exhibit
99.1
Press Release dated February 26, 2025.
104
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1
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: February 27, 2025
By:
/s/ William S. Moss III
Name:
William S. Moss III
Title:
Interim Co-President, Interim Chief Executive Officer, Executive Vice President, General Counsel and Secretary
2
Nov 12, 2024
8-K
false 0001724965 0001724965 2024-11-11 2024-11-11 0001724965 us-gaap:CommonStockMember 2024-11-11 2024-11-11 0001724965 us-gaap:PreferredStockMember 2024-11-11 2024-11-11
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
Date of Report (Date of earliest event reported): November 11, 2024
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 No.)
333 Clay Street, Suite 3300
Houston, Texas
77002
(Address of principal executive offices)
(Zip Code) (713) 328-3000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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
Preferred Stock Purchase Rights
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 2.02. Results of Operations and Financial Condition.
On November 11, 2024, Talos Energy Inc. (the “Company”) issued a press release announcing its financial and operational results for the fiscal quarter ended September 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure
The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference as if fully set forth herein. On November 11, 2024, the Company posted a new investor presentation on its website, www.talosenergy.com. A copy of the presentation can be reviewed at the Company’s website by first selecting “Investors Relations,” then selecting the “Presentations & Filings” tab. Information on the Company’s website does not constitute a part of this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under this Item 7.01 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description of Exhibit
99.1
Press Release dated November 11, 2024.
104
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1
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: November 11, 2024
By:
/s/ William S. Moss III
Name:
William S. Moss III
Title:
Executive Vice President, General Counsel and Secretary
2
Aug 8, 2024
8-K
false 0001724965 0001724965 2024-08-07 2024-08-07
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
Date of Report (Date of earliest event reported): August 7, 2024
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 No.)
333 Clay Street, Suite 3300 Houston, Texas
77002
(Address of principal executive offices)
(Zip Code) (713) 328-3000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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
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 2.02. Results of Operations and Financial Condition.
On August 7, 2024, Talos Energy Inc. (the “Company”) issued a press release announcing its financial and operational results for the fiscal quarter ended June 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure
The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference as if fully set forth herein. On August 7, 2024, the Company posted a new investor presentation on its website, www.talosenergy.com. A copy of the presentation can be reviewed at the Company’s website by first selecting “Investors Relations,” then selecting the “Presentations & Filings” tab. Information on the Company’s website does not constitute a part of this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under this Item 7.01 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description of Exhibit
99.1
Press Release dated August 7, 2024.
104
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1
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: August 7, 2024
By:
/s/ William S. Moss III
Name:
William S. Moss III
Title:
Executive Vice President, General Counsel and Secretary
2
May 6, 2024
8-K
false 0001724965 0001724965 2024-05-06 2024-05-06
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024
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 No.)
(IRS Employer Identification No.)
333 Clay Street, Suite 3300 Houston, Texas
77002
(Address of principal executive office)
(Zip Code) Registrant’s telephone number, including area code: (713) 328-3000 Not Applicable (Former names or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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
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 2.02 Results of Operations and Financial Condition.
On May 6, 2024, Talos Energy Inc. (the “Company”) issued a press release announcing its financial and operational results for the fiscal quarter ended March 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference as if fully set forth herein. On May 6, 2024, the Company posted a new investor presentation on its website, www.talosenergy.com. A copy of the presentation can be reviewed at the Company’s website by first selecting “Investors,” then selecting the “Events & Presentations” tab. Information on the Company’s website does not constitute a part of this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release, dated May 6, 2024.
104
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2
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 6, 2024
By:
/s/ William S. Moss III
Name:
William S. Moss III
Title:
Executive Vice President, General Counsel and Secretary
3
Feb 29, 2024
8-K
false 0001724965 0001724965 2024-02-28 2024-02-28
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
Date of Report (Date of earliest event reported): February 28, 2024
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 No.)
333 Clay Street, Suite 3300
Houston, Texas
77002
(Address of principal executive offices)
(Zip Code) (713) 328-3000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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
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 2.02. Results of Operations and Financial Condition. On February 28, 2024, Talos Energy Inc. (the “Company”) issued a press release announcing its financial and operational results for the three and twelve months ended December 31, 2023, historical and pro forma year-end 2023 reserves for the recently announced acquisition of QuarterNorth Energy Inc. and 2024 operational and financial guidance for the combined company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 7.01. Regulation FD Disclosure The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference as if fully set forth herein. On February 28, 2024, the Company posted a new investor presentation on its website, www.talosenergy.com. A copy of the presentation can be reviewed at the Company’s website by first selecting “Investors,” then selecting the “Events & Presentations” tab. Information on the Company’s website does not constitute a part of this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits.
Exhibit Number
Description of Exhibit
99.1
Press Release dated February 28, 2024.
104
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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: February 28, 2024
By:
/s/ William S. Moss III
Name:
William S. Moss III
Title:
Executive Vice President, General Counsel and Secretary
Jan 17, 2024
8-K
false 0001724965 0001724965 2024-01-17 2024-01-17
Washington, D.C. 20549
Date of report (Date of earliest event reported): January 17, 2024
(Exact Name of Registrant as Specified in 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) (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 obligation of the registrant under any of the following provisions:
☐ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication 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
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. ☐
Introductory Note. On the date of this Current Report on Form 8-K, Talos Energy Inc. (the “Company”) commenced an underwritten offering of $300.0 million of shares of its common stock, par value $0.01 per share (the “Common Stock”) made pursuant to the Company’s shelf Registration Statement on Form S-3, including a base prospectus, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on June 14, 2022 (such offering, the “Offering”). The Company will file a preliminary prospectus supplement in connection with the Offering, which will contain certain additional disclosures to potential investors, certain relevant excerpts of which are set forth herein.
Item 2.02. Results of Operations and Financial Condition.
Preliminary Operating and Financial Results As of the date hereof, the Company has not finalized its financial and operational results for the three months or year ended December 31, 2023. However, based on preliminary information, the Company estimates that, for the three months and year ended December 31, 2023, its production ranged from approximately 67 to 68 MBoe/d, and from approximately 66 to 67 MBoe/d, respectively. Similarly, the Company estimates that its revenues for the three months and year ended December 31, 2023 ranged from approximately $380 million to $395 million, and from approximately $1,450 million to $1,465 million, respectively, with direct operating expenses (consisting of lease operating expenses and production taxes) for such periods ranging from approximately $105 million to $120 million, and from approximately $390 million to $410 million, respectively. Additionally, as of December 31, 2023, the Company estimates that it had $33.6 million of cash and cash equivalents and $1,025.7 million of total indebtedness, approximately $200.0 million of indebtedness and $10.8 million in letters of credit outstanding under our Bank Credit Facility, resulting in remaining availability thereunder of approximately $754.2 million and total liquidity of $787.9 million. Although the Company’s independent petroleum engineers have yet to prepare, audit or review the Company’s proved reserve estimates as of December 31, 2023, the Company currently expects based on management estimates that, when compared to its 140.6 MMBoe of proved reserves as of December 31, 2022, its proved reserve estimates as of December 31, 2023 will include, among others, the following adjustments: (i) acquisitions of 55.9 MMBoe (including 34.4 MMBoe of proved developed producing (“PDP”) reserves), primarily attributable to the EnVen Acquisition, (ii) additions of between 6.2 MMBoe and 9.3 MMBoe (including 0.2 MMBoe of PDP reserves), primarily attributable to identification of two proved undeveloped locations and the successful drilling of the Sunspear exploration well during 2023, and (iii) downward revisions of between 26.6 MMBoe and 28.6 MMBoe (including between 10.0 MMBoe and 10.7 MMBoe of PDP reserves), approximately 15.2 MMBoe to 16.3 MMBoe of which would be attributable
Nov 7, 2023
8-K
false 0001724965 0001724965 2023-11-06 2023-11-06
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
Date of Report (Date of earliest event reported): November 6, 2023
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 No.)
333 Clay Street, Suite 3300 Houston, Texas
77002
(Address of principal executive offices)
(Zip Code) (713) 328-3000 (Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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
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 2.02. Results of Operations and Financial Condition.
On November 6, 2023, Talos Energy Inc. issued a press release announcing its financial and operational results for the fiscal quarter ended September 30, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure
The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference as if fully set forth herein. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description of Exhibit
99.1
Press Release dated November 6, 2023.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
1
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: November 6, 2023
By:
/s/ William S. Moss III
Name:
William S. Moss III
Title:
Executive Vice President, General Counsel and Secretary
2
Aug 8, 2023
8-K
false 0001724965 0001724965 2023-08-08 2023-08-08
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
Date of Report (Date of earliest event reported): August 8, 2023
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 No.)
333 Clay Street, Suite 3300 Houston, Texas
77002
(Address of principal executive offices)
(Zip Code) (713) 328-3000 (Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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
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 2.02. Results of Operations and Financial Condition.
On August 8, 2023, Talos Energy Inc. issued a press release announcing its financial and operational results for the fiscal quarter ended June 30, 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure
The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference as if fully set forth herein. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description of Exhibit
99.1
Press Release dated August 8, 2023.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
1
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: August 8, 2023
By:
/s/ William S. Moss III
Name:
William S. Moss III
Title:
Executive Vice President, General Counsel and Secretary
2
May 9, 2023
8-K
false 0001724965 0001724965 2023-05-08 2023-05-08
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
Date of Report (Date of earliest event reported): May 8, 2023
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 No.)
333 Clay Street, Suite 3300 Houston, Texas
77002
(Address of principal executive offices)
(Zip Code) (713) 328-3000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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
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 2.02. Results of Operations and Financial Condition.
On May 8, 2023, Talos Energy Inc. (the “Company” or “Talos”) issued a press release announcing its financial and operational results for the fiscal quarter ended March 31, 2023 and provided production guidance for the second quarter of 2023 as well as an update on financial guidance related to full year 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference as if fully set forth herein. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description of Exhibit
99.1
Press Release, dated May 8, 2023.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
1
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: May 8, 2023
By:
/s/ William S. Moss III
Name:
William S. Moss III
Title:
Executive Vice President, General Counsel and Secretary
2
Mar 1, 2023
8-K
false 0001724965 0001724965 2023-02-28 2023-02-28
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
Date of Report (Date of earliest event reported): February 28, 2023
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 No.)
333 Clay Street, Suite 3300 Houston, Texas
77002
(Address of principal executive offices)
(Zip Code) (713) 328-3000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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
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 2.02. Results of Operations and Financial Condition.
On February 28, 2023, Talos Energy Inc. (the “Company” or “Talos”) issued a press release announcing its financial and operational results for the three and twelve months ended December 31, 2022, pro forma year-end 2022 reserves for the recently closed acquisition, 2023 operational and financial guidance for the combined company and a major CCS acreage expansion in Southeast Texas. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference as if fully set forth herein. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description of Exhibit
99.1
Press Release dated February 28, 2023.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
1
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: February 28, 2023
By:
/s/ William S. Moss III
Name:
William S. Moss III
Title:
Executive Vice President, General Counsel and Secretary
2
Nov 3, 2022
8-K
false 0001724965 0001724965 2022-11-02 2022-11-02
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
Date of Report (Date of earliest event reported): November 2, 2022
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 No.)
333 Clay Street, Suite 3300 Houston, Texas
77002
(Address of principal executive offices)
(Zip Code) (713) 328-3000 (Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ 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
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 2.02. Results of Operations and Financial Condition.
On November 2, 2022, Talos Energy Inc. (the “Company” or “Talos”) issued a press release announcing its financial and operational results for the fiscal quarter ended September 30, 2022 and provided production guidance for the fourth quarter of 2022 as well as an update on financial guidance related to full year 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “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, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
The information set forth under Item 2.02 is incorporated into this Item 7.01 by reference as if fully set forth herein. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
In connection with the proposed merger (the “Proposed Transaction”) between Talos and EnVen Energy Corporation (“EnVen”), Talos has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”) to register the shares of Talos’s common stock to be issued in connection with the Proposed Transaction. The Registration Statement includes a document that serves as a prospectus and proxy statement of Talos and a consent solicitation statement of EnVen (the “proxy statement/consent solicitation statement/prospectus”), and each party has filed other documents regarding the Proposed Transaction with the SEC. INVESTORS AND SECURITY HOLDERS OF TALOS AND ENVEN ARE URGED TO CAREFULLY AND THOROUGHLY READ, WHEN THEY BECOME AVAILABLE, THE REGISTRATION STATEMENT, THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY TALOS AND ENVEN WIT
Aug 4, 2022
8-K
false 0001724965 0001724965 2022-08-04 2022-08-04
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
Date of Report (Date of earliest event reported): August 4, 2022
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 No.)
333 Clay Street, Suite 3300 Houston, Texas
77002
(Address of principal executive offices)
(Zip Code) (713) 328-3000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ 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
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 2.02. Results of Operations and Financial Condition.
On August 4, 2022, Talos Energy Inc. issued a press release announcing its financial and operational results for the fiscal quarter ended June 30, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 2.02 by reference. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure
The information set forth under Item 2.02 is incorporated by reference as if fully set forth herein. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description of Exhibit
99.1
Press Release dated August 4, 2022.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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: August 4, 2022
By:
/s/ William S. Moss III
Name:
William S. Moss III
Title:
Executive Vice President, General Counsel and Secretary
This page provides Talos Energy Inc. (TALO) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.
Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on TALO's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.