TALOS ENERGY INC.
For the period ended Jun 4, 2026. Filed Apr 22, 2026.
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Jun 4, 2026 · Filed Apr 22, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Fellow Shareholders,
It is my privilege to invite you to attend the 2026 Annual Meeting of Shareholders, which will be held on Thursday, June 4, 2026 at 10:00 a.m. (CDT), at our Houston corporate offices, 333 Clay Street, Suite 3300, Houston, Texas 77002. The accompanying proxy statement provides details on the matters to be voted upon and instructions for participating in the meeting.
Reflecting on the Start of Our Journey
2025 was a pivotal year for Talos Energy. We began a transformation defined by a revamped corporate strategy, continued focus on operational excellence, strong execution, and a strengthened leadership team. Importantly, we delivered solid performance while navigating a challenging commodity price environment. These results reflect the resilience of our employees and a culture grounded in safety, accountability, and continuous improvement.
Building the Foundation
In June 2025, we introduced an enhanced corporate strategy designed to position Talos as a leading pure-play offshore E&P company. The strategy is anchored by three core pillars with a disciplined capital allocation framework designed to deliver results today while positioning Talos for sustainable long-term shareholder value creation.
The three strategic pillars of Talos’s enhanced strategy are:
| • | Improve Our Business Every Day – We target increased annualized free cash flow by improving our existing operations through capital efficiency, margin enhancement, commercial opportunities and general organizational improvements. |
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| • | Grow Production and Profitability – We seek to invest in high-margin organic projects, complemented by disciplined, accretive bolt-on acquisitions in deepwater basins to enhance production and profitability. |
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| • | Build a Long-Lived Scaled Portfolio – We aim to participate in greenfield developments, explore for large resource potential, acquire and develop projects with significant reserves, and evaluate opportunities within the Gulf of America and other conventional basins to create a scaled portfolio providing significant growth potential and ultimately the ability to generate long-term consistent free cash flow. |
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Strengthening Our Leadership Team
In March 2025, the Board appointed me as President and Chief Executive Officer. To further support execution of our strategy, Talos also made two key additions to its executive management team during 2025:
| • | Zachary B. Dailey, Executive Vice President & Chief Financial Officer, who brings extensive experience in financial strategy, accounting oversight, investor relations, and capital allocation. |
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| • | Bill Langin, Executive Vice President—Exploration and Development, who brings extensive experience in exploration and development efforts with a strong emphasis on operational excellence, technical rigor, and value-driven growth. |
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Our experienced senior management team, including John Spath – Executive Vice President and Head of Operations, William S. Moss III – Executive Vice President and General Counsel, and Megan Dick – Executive Vice President and Chief Human Resources Officer, enhances our ability to execute effectively, reliably and responsibly, while our Board of Directors remains actively engaged in overseeing our strategy, capital allocation, and risk management as we execute on our strategic priorities.
Delivering on Our Commitments in 2025
During 2025, Talos delivered solid performance across the business, including safety, environmental, production and free cash flow. We had zero serious injuries or fatalities and a spill rate significantly below industry average, while delivering approximately 95 thousand barrels of oil per day, net cash provided by operating activities of $935.8 million, and $418 million in adjusted free cash flow(1). In addition, we expanded our current portfolio and future opportunities through exploration success, including the Daenerys discovery, and new prospects around existing infrastructure acquired in the federal lease sale in December 2025.
Building on the Momentum
Our strategic accomplishments in 2025 underscore the momentum we are building and reinforce our confidence in the path ahead in 2026 and beyond. Our focus will remain on executing the three strategic pillars while delivering on our steadfast commitment to safety, environmental stewardship, operational excellence, and creating long term value for our shareholders.
Your Voice Matters
Your engagement is critical to our success. Please review the proxy materials and vote your shares promptly. Instructions for voting online, by phone, or by mail are included in this statement. Thank you for your continued trust and support as we shape the future of Talos together.
Sincerely,
Paul Goodfellow
President and Chief Executive Officer
April 22, 2026
| (1) | Please see “Annex A – Reconciliation of Non-GAAP Measures” for details and reconciliations of GAAP to non-GAAP financial measures. |
Building the Foundation to be a Leading Pure-PlayOffshore Exploration and Production Company
Talos Energy Inc. (the “Company” or “Talos”) is a publicly traded Delaware corporation listed on the New York Stock Exchange (the “NYSE”) under the symbol “TALO.” Headquartered in Houston, Texas, Talos is a technically driven, innovative, independent energy company focused on offshore oil and gas exploration and production (“E&P”) primarily in the U.S. Gulf of America and offshore Mexico.
Since becoming a public company in May 2018, Talos has evolved from a private company started in 2012 to the fifth largest operator in the Gulf of America offshore basin in terms of total operated production.
We leverage decades of technical and operational expertise to acquire, explore, and produce offshore assets while maintaining a focus on safe and efficient operations, environmental responsibility, good governance and ethics, and community impact. We combine our technical experience in geology, geophysics, engineering and seismic imaging expertise to discover, evaluate, develop and efficiently produce our resources. We rely on our operational experience to optimize our assets’ production and reserve recovery, safely and responsibly. Finally, we leverage our commercial and corporate management experience to effectively allocate our capital to balance risk and reward, grow our business and maximize long-term stockholder value.
New Leadership and Corporate Strategy
2025 was a year of new leadership, a renewed corporate strategy, and continued focus on operational excellence and strong execution. Mr. Paul Goodfellow joined the Company as President and Chief Executive Officer in March 2025, with over three decades of domestic and international oil and natural gas experience, including senior leadership roles at Shell overseeing global deepwater operations. Mr. Goodfellow added key leadership with the appointments of Mr. Zachary B. Dailey as EVP and Chief Financial Officer in August 2025 and Mr. William R. Langin as EVP – Exploration and Development in September 2025.
In June 2025, Talos introduced an enhanced corporate strategy anchored by three core pillars:(1) Improve our business every day, (2) Grow production and profitability, and (3) Build a long-lived scaled portfolio, each as described in more detail in the CEO letter at the beginning of this proxy statement.
This strategy is underpinned by a disciplined capital allocation framework which prioritizes investing in projects expected to generate robust returns through commodity cycles, returning cash to shareholders, maintaining a strong balance sheet, and growing through selective opportunities.
Primary Area of Operation — Deepwater Gulf of America
Talos Energy Inc. 2026 Annual Meeting of Stockholders Information
| Time 10:00 a.m. Central time | Date Thursday, June 4, 2026 | Place Three Allen Center 333 Clay Street, Suite 3300 Houston, Texas 77002 | Record Date Wednesday, April 8, 2026 |
Voting Methods
Even if you plan to attend the Talos Energy Inc. 2026 annual meeting of stockholders in person (including any adjournments or postponements thereof, the “Annual Meeting”), we urge you to vote in advance of the meeting using one of the advance voting methods below. If you choose to attend the Annual Meeting, you may still vote your shares in person, even if you have previously voted or returned your proxy card by any of the voting methods described below. If your shares are held in a bank or brokerage account, please refer to the materials provided by your bank or broker for voting instructions.
| By Internet: Cast your vote online at www.proxypush.com/TALO | By Phone: Call toll-free 1-866-291-6999 in the United States using any touch-tone phone | By Mail: If you received a printed version of the proxy materials, mark, sign and date your proxy card and fold and return your proxy card in the postage-paid envelope to P.O. Box 8016 Cary, NC 27512-9903 | In Person: Attend the Annual Meeting in person and complete a written ballot as directed during the Annual Meeting |
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For further instructions on voting, please see the “Questions and Answers About the Annual Meeting” section of the accompanying Proxy Statement, refer to the Notice of Internet Availability of Proxy Materials you received in the mail, or, if you received a printed version of the proxy materials by mail, refer to the enclosed proxy card. Please refer to the accompanying Proxy Statement for a detailed explanation of the matters being submitted to a vote of the stockholders at the Annual Meeting.
The Annual Meeting is being held for the following purposes:
| Matter · Page Reference(For More Detail) · Board Recommendation | |||
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| 1 | To elect to the Company’s Board of Directors the director nominees set forth in the accompanying Proxy Statement, each of whom will hold office for a one (1) year term until the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. | 6 | FOR each nominee ☑ |
| 2 | To approve, on a non-binding advisory basis, the Company’s Named Executive Officers’ compensation for the fiscal year ended December 31, 2025. | 69 | FOR ☑ |
| 3 | To approve the Company’s Second Amended and Restated 2021 Long Term Incentive Plan. | 70 | FOR ☑ |
| 4 | To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. | 80 | FOR ☑ |
| 5 | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | — | — |
Each outstanding share of common stock, par value $0.01 per share (“common stock”) of Talos Energy Inc. (NYSE: TALO), entitles the holder of record at the close of business on Wednesday, April 8, 2026 to receive notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.
ALL STOCKHOLDERS ARE EXTENDED A CORDIAL INVITATION TO ATTEND THE ANNUAL MEETING.
By Order of the Board of Directors,
William S. Moss III
Executive Vice President, General Counsel and Secretary
April 22, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 4, 2026: WE ENCOURAGE YOU TO ACCESS AND REVIEW ALL OF THE IMPORTANT INFORMATION CONTAINED IN THE PROXY MATERIALS BEFORE VOTING. THIS NOTICE OF ANNUAL MEETING AND PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 ARE AVAILABLE ATWWW.PROXYDOCS.COM/TALO.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.