TALOS ENERGY INC.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 5, 2026
TALO$14.84+1.1%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001193125-26-207039
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001193125-26-333290
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 10 previous paragraphs and 23 current paragraphs.
7 unchanged; 1 reworded; 15 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
We may not consummate the pending transactions, including the Coulomb and Na Kika Acquisition or the Offshore Mexico Farm-In Transaction on the terms currently contemplated or at all.
Current report
We may not consummate various pending transactions on the timeline and terms currently contemplated or at all. For example, the Coulomb and Na Kika Acquisition is subject to the satisfaction of customary closing conditions. These conditions include, but are not limited to, (i) the expiration or termination of any applicable waiting period, or any extension thereof, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and (ii) the absence of any injunction or other order or applicable law preventing or making illegal the consummation of the Coulomb and Na Kika Acquisition. Neither we nor Shell can predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to the “Outside Date,” as such term is defined in the Shell Purchase Agreement, it is possible that the Coulomb and Na Kika Acquisition may be terminated. Although Talos Ocho Energy LLC, a Delaware limited liability company (“Talos Ocho”) and RE Fund V Holdco II Infrastructure, LLC, a Delaware limited liability company (“RE Fund” and together with Talos Ocho, the “Buyers”) have agreed with Shell to use commercially reasonable efforts, subject to certain limitations, to promptly complete the Coulomb and Na Kika Acquisition, these and other conditions to the completion of the Coulomb and Na Kika Acquisition may fail to be satisfied. In addition, satisfying the conditions to and completion of the Coulomb and Na Kika Acquisition may take longer, and could cost more, and require additional borrowings, than we currently expect. If additional borrowings are required to consummate the Coulomb and Na Kika Acquisition, our total debt and leverage will be greater than currently anticipated, and our availability under our bank credit facility will be reduced by a corresponding amount.
Current report
If (i) the consummation of the Coulomb and Na Kika Acquisition does not occur on or before the Outside Date, or (ii) prior thereto, the Company notifies the trustee that it will not pursue the consummation of the Coulomb and Na Kika Acquisition, the Company will be required to redeem $175.0 million aggregate principal amount of the 8.000% Notes then outstanding on a pro rata basis at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the special mandatory redemption date; provided that the Company shall not be required to effect more than one special mandatory redemption.
Current report
Additionally, the Offshore Mexico Farm-In Transaction is subject to approval by Mexico’s Secretaría de Energía and the National Anti-trust Commission of Mexico. There can be no assurance that closing conditions will be satisfied or that pending transactions, including the Coulomb and Na Kika Acquisition or Offshore Mexico Farm-In Transaction (collectively, the “Pending Transactions”) will be consummated on the terms currently contemplated or at all.
Current report
Failure to complete the Pending Transactions on the terms currently contemplated or at all could have a material adverse effect on our results of operations, cash flows and financial position.
Current report
If the Pending Transactions are not completed for any reason, including as a result of failure to obtain all requisite regulatory approvals, or if certain expectations with respect to the Pending Transactions are not fully realized (due to reasons including, but not limited to, material inaccuracies in underlying assumptions regarding future reserve and production estimates that could materially affect the benefits expected from these transactions), we may be materially adversely affected and, without realizing any of the benefits of having completed such Pending Transactions on the terms currently contemplated, we would be subject to a number of risks, including the following:
Current report
we may experience negative reactions from the financial markets;
Current report
we may experience negative reactions from our customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners;
Current report
we may still be required to pay certain significant costs relating to the Pending Transactions, such as legal, accounting, and financial advisor fees;
Current report
with respect to the Coulomb and Na Kika Acquisition, under certain circumstances, Shell may be entitled to receive the deposit (an interest-bearing amount equal to 5% of the aggregate unadjusted purchase price, with our share being $42.5 million) as liquidated damages pursuant to the Shell Purchase Agreement;
Current report
matters relating to the Pending Transactions (including integration planning) require substantial commitments of time and resources by our management, which may result in the distraction of our management from ongoing business operations and pursuing other opportunities that could be beneficial to us; and
Current report
litigation related to any failure to complete the Pending Transactions or related to any enforcement proceeding commenced against us to perform our obligations pursuant to each transaction agreement.
Current report
If the Pending Transactions are not completed, the risks described above may materialize and they may have a material adverse effect on our results of operations, cash flows, financial position and stock price.
Removed paragraphs (2)
Previous report
The following table sets forth information with respect to our repurchase of shares of common stock during the three months ended March 31, 2026 (in thousands, except for the share and per share amounts):
Previous report
Refer to Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Share Repurchase Program” for additional information regarding our authorized share repurchase program.
Reworded paragraphs (1)
Previous wording
Our business is subject to a variety of risks and uncertainties. These risks are described elsewhere in this Quarterly Report, including in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above, or in our other filings with the SEC, including Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. You should carefully consider the risks and other cautionary statements described in this Quarterly Report, our 2025 Annual Report and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There have been no material changes in our risk factors from those described in our 2025 Annual Report.
Current wording
Our business is subject to a variety of risks and uncertainties. These risks are described elsewhere in this Quarterly Report, including in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above, or in our other filings with the SEC, including Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. You should carefully consider the risks and other cautionary statements described in this Quarterly Report, our 2025 Annual Report and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. Except as described below and elsewhere in this Quarterly Report, there have been no material changes in our risk factors from those described in our 2025 Annual Report.