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TALOS ENERGY INC.

For the period ended Jun 4, 2026. Filed Apr 22, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 4, 2026 · Filed Apr 22, 2026

TALO$14.84+1.1%Stored close · as of Nov 6, 2026
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Contents

Proxy Statement Summary

This summary highlights information that you will find throughout this proxy statement (this “Proxy Statement”) in connection with the 2026 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the “Annual Meeting”) of Talos Energy Inc. (the “Company,” “Talos,” “we,” “us” or “our”). This summary does not contain all of the information that you should consider. You should read this Proxy Statement in its entirety and the information contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “Annual Report”), which is available at www.proxydocs.com/TALO. We are making this Proxy Statement available to you on or about April 22, 2026, in connection with the solicitation of proxies by our board of directors (our “Board of Directors” or the “Board”).

2026 Annual Meeting of Stockholders

Time and Date: Thursday, June 4, 2026, 10:00 a.m. (Central time)

Location: Three Allen Center, 333 Clay Street, Suite 3300, Houston, Texas 77002

Record Date: Wednesday, April 8, 2026

Voting: In accordance with our Second Amended and Restated Certificate of Incorporation, as amended, each share of our common stock, par value $0.01 per share (“common stock”), is entitled to one vote for each proposal to be voted on.

Proxy Materials: Our proxy materials, including the Notice of Annual Meeting and Proxy Statement and our Annual Report are available at www.proxydocs.com/TALO.

Voting Matters and Board Recommendations

The Board recommends that you vote on the various proposals as indicated in the “Road Map of Voting Items.”

Please see “Questions and Answers About the Annual Meeting” beginning on page 86 for additional information about the proxy materials, the Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), the Annual Meeting and voting.

Board of Directors and Director Nominees

Independent Board: Our Board is comprised of a majority of independent directors.

Non-Executive Chairman of the Board: Mr. Neal P. Goldman has served as the independent, non-executive Chairman of the Board since 2018.

President, Chief Executive Officer and Executive Director: Mr. Paul R. Goodfellow has served as an executive member of the Board since March 2025, when he was appointed as President and Chief Executive Officer of the Company.

2026 PROXY STATEMENT1

Director Nominees:

The Company has proposed the following nominees for election to the Board at the Annual Meeting, to serve for a one (1) year term until the Company’s next annual meeting of stockholders to be held in 2027. Ms. Paula R. Glover, currently a director of the Company, is not standing forre-election and her term will end at the Annual Meeting.

Director NomineesAgeDirectorSinceIndependent(1)Current Committee Memberships (2)
Neal P. Goldman Chairman Managing Member SAGE Capital Investments562018✓• Audit • Nominating & Governance (Chair)
Paul R. Goodfellow Executive Director President and Chief Executive OfficerTalos Energy Inc.602025ExecutiveDirector• None
John “Brad” Juneau Director Founder Juneau Oil and Gas, LLC662018✓• Compensation • SSCR
Richard M. Sherrill Director Senior Vice President Howard Energy Partners602023✓• Audit (Chair) • Compensation
Charles M. Sledge Director Former Chief Financial OfficerCameron International Corporation602018✓• Compensation (Chair) • Nominating & Governance
Shandell M. Szabo Director Former Vice President of US ExplorationAnadarko Petroleum Corporation512023✓• Audit • SSCR (Chair)
(1)As determined by the Board in accordance with the New York Stock Exchange (“NYSE”) listing standards and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).
(2)See “Governance and Board Matters—Committees of the Board” for anticipated committee changes to become effective immediately after the Annual Meeting.

Standing Committees of the Board:

AUDITCOMPENSATIONNOMINATING & GOVERNANCESAFETY, SUSTAINABILITY AND CORPORATE RESPONSIBILITY (“SSCR”)

Independent Board Committees: Each of the Board’s standing committees are composed entirely of independent directors.

Current Board Committee Membership: The table below indicates the current members and chairpersons of each standing committee of the Board as of the date of this Proxy Statement. See “Governance and Board Matters—Committees of the Board” for anticipated committee changes to become effective immediately after the Annual Meeting.

DirectorAudit CommitteeCompensationCommitteeNominating &GovernanceCommitteeSSCRCommittee
Goldman✓✓ Chair
Goodfellow
Glover (1)✓✓✓
Juneau✓✓
Sherrill✓ Chair✓
Sledge✓ Chair✓
Szabo✓✓ Chair
(1)Ms. Glover is not standing for re-election to the Board at the Annual Meeting and will conclude her service on the Board and each of the committees on which she serves at the expiration of her term at the Annual Meeting. The Board intends to reduce its size from seven to six directors after the Annual Meeting.
2026 PROXY STATEMENT3

Board and Governance Practices and Highlights

The Company is committed to good corporate governance as part of our efforts to promote the long-term interests of stockholders, maintain strong Board and management accountability, and continue building public trust in the Company. Our current Board and governance practices include:

BOARD AND GOVERNANCE PRACTICES
Current Size of Board (1)7 members
Average Age of Director Nominees (2)59 years
Average Tenure of Director Nominees (3)5.2 years
Current Independent Directors (4)6 of 7
Independent Standing Board CommitteesYes
Annual Election of DirectorsYes
Majority Voting for DirectorsYes
Director Resignation PolicyYes
Supermajority Voting ProvisionsNo
Independent Non-Executive ChairmanYes
Regular Executive Sessions of Independent DirectorsYes
Strong Board and Committee Meeting AttendanceYes
Annual Board and Committee Self-EvaluationsYes
Annual Stockholder EngagementYes
Active Board RefreshmentYes
Equity Grants to Non-Employee DirectorsYes
Number of Board Meetings Held in 202510
Code of Conduct Applicable to DirectorsYes
Board Oversight of Enterprise Risk Management and Long-Term StrategyYes
Full and Free Access for Directors to Officers, Employees and Company Books and RecordsYes
Board-Level Oversight of Safety, Sustainability and Corporate Responsibility MattersYes
Management-Level Disclosure Committee for Financial ReportingYes
Annual Non-Binding Advisory Vote on Executive CompensationYes
Poison Pill (5)No
Related Persons Transaction PolicyYes
Insider Trading PolicyYes
Stock Ownership Policy for Senior Executives and Non-Employee DirectorsYes
Anti-Hedging and Anti-Pledging PoliciesYes
Clawback PolicyYes
Directors Sit on the Board of More than Three Other Public Companies in Addition to our BoardNo
(1)The Board intends to reduce its size from seven to six directors after the Annual Meeting.
(2)Director nominees’ ages range from 51 to 66 years. Rounded up to the next whole number as of the date of this Proxy Statement.
(3)Director nominees’ tenures range from one to eight years. Rounded up to the next decimal point as of the date of this Proxy Statement.
(4)All non-employee directors, other than Mr. Paul Goodfellow, the Company’s President and Chief Executive Officer, have been deemed independent by the Board in accordance with NYSE listing standards and SEC regulations. Following the Annual Meeting, we anticipate that five out of six of our directors will be deemed independent.
(5)See “Certain Relationships and Related Party Transactions—Slim Family Office and Affiliates—Cooperation Agreement” for further information regarding our Cooperation Agreement with Control Empresarial de Capitales, S.A. de C.V. (“Control Empresarial”), an entity controlled by the family of Carlos Slim Helú, a beneficial owner of approximately 24.7% of the outstanding shares of the Company’s common stock as of March 31, 2026, based on the Schedule 13D/A filed by the Slim Family and Control Empresarial on March 30, 2026.

The Board recognizes the importance of maintaining strong corporate governance practices for both effective oversight of the Company’s business and helping to fulfill the Board’s responsibilities to the Company’s stockholders. The Board is therefore committed to continuing to monitor and implement, where practicable, best practices for corporate governance.

2026 PROXY STATEMENT5
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.