Kosmos Energy Ltd.
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
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.
Sep 30, 2025 · Filed Nov 4, 2025
KOS$2.11-4.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-04.
0001509991-25-000063
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001509991-25-000072
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 126 previous paragraphs and 139 current paragraphs.
88 unchanged; 34 reworded; 16 added; 4 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 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 (16)
Current report
During the third quarter of 2025, Ghana production averaged approximately 93,600 Boepd gross (31,300 Boepd net).
Current report
On Tiberius, Kosmos (operator, 50% working interest) continues to progress the development plan with our partner Occidental Petroleum Corporation (“Oxy”) (50% working interest). A production handling agreement for the Oxy-operated Lucius platform was signed in the third quarter of 2025. Final investment decision and a farm down to reduce Kosmos’ working interest is expected in 2026.
Current report
Winterfell-4 have been written off in the third quarter of 2025. The partnership will continue to review alternative options to access those resources with near-term activity in 2026 focused on restoring production from the Winterfell-3 fault block.
Current report
Production in Equatorial Guinea averaged approximately 17,700 Bopd gross (6,200 Bopd net) in the third quarter of 2025, impacted by multiple subsea multiphase flow pump (MPP) mechanical failures at Ceiba during the second quarter of 2025. The first pump was repaired ahead of schedule early in the fourth quarter of 2025, and the second pump is now also expected online in the fourth quarter followed by the third pump in the first quarter of 2026.
Current report
On September 24, 2025, the Company entered into a senior secured term loan credit agreement secured by first priority liens on all of the Company’s Gulf of America assets (as defined in the Credit Agreement). The GoA Term Loan Facility is structured in two tranches, with the first tranche consisting of a four-year term loan in an aggregate principal amount of $150.0 million, which was funded on October 1, 2025, and a second tranche comprising commitments to lend up to an additional $100.0 million, available for drawing until April 1, 2026. On October 1, 2025, we received net proceeds of $147.2 million from funding of the first tranche after deducting fees and other expenses. On October 6, 2025, the net proceeds were used, together with cash on hand, to fund the redemption of a portion of the 7.125% Senior Notes due 2026 totaling $150 million in aggregate. The GoA Term Loan Facility matures in 2029, with principal payments beginning June 30, 2026.
Current report
(2)Includes $39.7 million and $57.9 million for the three and nine months ended September 30, 2024, respectively, of oil and gas production costs related to the LNG production at the GTA Phase 1 project in Mauritania and Senegal.
Current report
General and administrative expenses. General and administrative expenses decreased during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024 primarily as a result of a reduction in employee compensation during 2025.
Current report
General and administrative expenses. General and administrative expenses decreased during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024 primarily as a result of a reduction in employee compensation during 2025.
Current report
(1)As of September 30, 2025, the undrawn availability under the GoA Term Loan Facility was $250 million, subject to certain conditions on borrowing. On October 1, 2025, we received net proceeds of $147.2 million after deducting fees and other expenses. On October 6, 2025, the net proceeds were used, together with cash on hand, to fund the redemption of a portion of the 7.125% Senior Notes due 2026 totaling $150.0 million in aggregate, thereby decreasing the remaining availability under the GoA Term Loan Facility to $100 million. The proceeds from any additional borrowings on the GoA Term Loan Facility is expected to be used to fund the redemption or repayment of the remainder of the 7.125% Senior Notes due 2026.
Current report
GoA Term Loan Facility
Current report
On September 24, 2025, the Company entered into a senior secured term loan credit agreement secured by first priority liens on all of the Company’s Gulf of America assets (as defined in the Credit Agreement). The GoA Term Loan Facility is structured in two tranches, with the first tranche consisting of a four-year term loan in an aggregate principal amount of $150.0 million, which was funded on October 1, 2025, and a second tranche comprising commitments to lend up to an additional $100.0 million, available for drawing until April 1, 2026. On October 1, 2025, we received net proceeds of $147.2 million from funding of the first tranche after deducting fees and other expenses. On October 6, 2025, the net proceeds were used, together with cash on hand, to fund the redemption of a portion of the 7.125% Senior Notes due 2026 totaling $150.0 million in aggregate. The proceeds from any additional borrowings on the GoA Term Loan Facility is expected be used to fund the redemption or repayment of the company’s Senior Notes.
Current report
Interest on outstanding loans under the GoA Term Loan Facility is payable quarterly in arrears at a rate per annum equal to 3.75% plus the term SOFR reference rate administered by CME Group Benchmark Administration Limited for the relevant period published. The GoA Term Loan Facility matures in 2029, with principal payments beginning June 30, 2026.
Current report
The GoA Term Loan Facility contains customary affirmative and negative covenants, including covenants that affect our ability to incur additional indebtedness, create liens, merge, dispose of assets, and make distributions, dividends, investments or capital expenditures, among other things. The GoA Term Loan Facility requires the Company to maintain certain financial covenants including:
Current report
•the GoA field life coverage ratio (as defined in the glossary), not less than 1.50x; and
Current report
•the GoA net leverage ratio (as defined in the glossary), not more than 3.50x.
Current report
The GoA Term Loan Facility includes certain representations and warranties, indemnities and events of default that, subject to materiality thresholds and grace periods, arise as a result of a payment of default, failure to comply with covenants, material inaccuracy of representation or warranty, and certain bankruptcy or insolvency proceedings. If there is an event of default, all or any portion of the outstanding indebtedness may be immediately due and payable and other rights may be exercised including against the collateral.
Removed paragraphs (4)
Previous report
During the second quarter of 2025, Ghana production averaged approximately 87,800 Boepd gross (29,100 Boepd net), including the partial impact on the quarter of the two week scheduled shutdown of the Jubilee FPSO.
Previous report
Production in Equatorial Guinea averaged approximately 22,000 Bopd gross (7,700 Bopd net) in the second quarter of 2025, lower than expectations due to subsea multiphase flow pump (MPP) mechanical failures at Ceiba during the quarter. The partnership has agreed a plan to repair and replace the pumps with the first replacement pump expected to be installed in the fourth quarter of 2025.
Previous report
(1)Includes the Winterfell-4 well which is considered a step out well from an accounting perspective, but is being drilled as part of the Winterfell phased development.
Previous report
In February 2019, Kosmos and BP signed Carry Advance Agreements with the national oil companies of Mauritania and Senegal, which obligate us separately to finance the respective national oil companies’ share of certain development and production costs incurred for the GTA Phase 1 project through the Commercial Operations Date of the Gimi FLNG vessel. The Commercial Operations Date was achieved in June 2025 following the successful ramp-up to the daily contracted sales volume level under the Tortue Phase 1 SPA, equivalent to approximately 2.45 million tonnes per annum. Kosmos’ total share, excluding accrued interest, for the two agreements combined as of June 30, 2025 and December 31, 2024, was $355.5 million and $280.1 million, respectively, which is classified as Long-term receivables in our consolidated balance sheets. The amount financed by Kosmos is expected to be repaid through the national oil companies’ share of future revenues.
Reworded paragraphs (34)
Previous wording
Jubilee development drilling progressed in the second quarter of 2025 with the drilling of one producer well. The well was successfully brought online in July 2025. The rig is currently undergoing scheduled maintenance and then is planned to return to drill and complete one additional producer well in the Jubilee Field in the fourth quarter of 2025 to be followed by a planned four-well drilling campaign in 2026.
Current wording
Jubilee development drilling progressed in the third quarter of 2025 bringing one producer well successfully online in July 2025. After undergoing scheduled maintenance, the rig is back in the field and currently drilling an additional producer well in the Jubilee Field in the fourth quarter of 2025 to be followed by drilling four planned producer wells and an additional water injector well in 2026.
Previous wording
In June 2025, the Jubilee and TEN partnerships entered into a Memorandum of Understanding with the Government of Ghana to extend to 2040 the WCTP and the DT licenses, which cover the Jubilee and TEN fields offshore Ghana. The partnership is currently working on a Jubilee Plan of Development Amendment to be submitted for approval, a new gas sales agreement covering future gas sales from the Jubilee Field, as well as the necessary submissions for parliamentary approval. All of which are expected to be submitted before the end of the third quarter of 2025.
Current wording
In June 2025, the Jubilee and TEN partnerships entered into a Memorandum of Understanding with the Government of Ghana to extend to 2040 the WCTP and the DT licenses, which cover the Jubilee and TEN fields offshore Ghana. The partnership has prepared amendments to the respective Petroleum Agreements, a Jubilee Plan of Development Amendment, an amendment to the Jubilee Gas Sales Agreement covering future gas sales from the Jubilee Field, as well as the other necessary documents for submission to the Government of Ghana for parliamentary approval.
Previous wording
Production from the Gulf of America averaged approximately 19,600 Boepd net (~84% oil) for the second quarter of 2025.
Current wording
Production from the Gulf of America averaged approximately 16,600 Boepd net (~84% oil) for the third quarter of 2025.
Previous wording
In July 2024, we announced start-up of oil production from the first phase of the Winterfell development in the Green Canyon area of the Gulf of America (25% working interest). In October 2024, shortly after startup of the third well, production at the field was curtailed due to sand production from the third well. Production from the first two wells was restored in December 2024. Remediation work on Winterfell-3 was performed in the first quarter of 2025, however, it was unsuccessful. Winterfell-3 was temporarily plugged and abandoned during the first quarter of 2025 while the partnership evaluates options to restore production from the Winterfell-3 fault block. The Winterfell development drilling project continued to make progress during the second quarter of 2025 with the drilling of Winterfell-4. Completion operations on Winterfell-4 are currently underway with the well expected online later in the third quarter of 2025.
Current wording
In July 2024, we announced start-up of oil production from the first phase of the Winterfell development in the Green Canyon area of the Gulf of America (25% working interest). In October 2024, shortly after startup of the third well, production at the field was curtailed due to sand production from the third well. Production from the first two wells was restored in December 2024. Remediation work on Winterfell-3 was performed in the first quarter of 2025, however, it was unsuccessful. Winterfell-3 was temporarily plugged and abandoned during the first quarter of 2025 while the partnership evaluates options to restore production from the Winterfell-3 fault block. During the second quarter of 2025, the partnership drilled the Winterfell-4 well to test a separate fault block and define the eastern extent of the Winterfell reservoir area. The Wintefell-4 well was abandoned in September 2025 by the operator due to challenges during completion operations arising from the collapse of the production casing. As a result, all associated drilling and completion capitalized costs of approximately $51.1 million related to
Previous wording
Production in Mauritania and Senegal averaged approximately 29,200 Boepd gross (7,100 Boepd net) in the second quarter of 2025, as production from the GTA field was ramping up.
Current wording
Production in Mauritania and Senegal averaged approximately 46,900 Boepd gross (11,400 Boepd net) in the third quarter of 2025, as production from the GTA field continued to ramp up.
Previous wording
The Greater Tortue Ahmeyim (GTA) liquified natural gas (LNG) project achieved first gas production from the subsea system to the FPSO on December 31, 2024. First LNG was achieved in February 2025 and the first gross LNG cargo was successfully exported in April 2025 with six gross cargoes exported through July 2025. Additionally, the Gimi FLNG vessel Commercial Operations Date was achieved in the second quarter of 2025 with successful ramp-up to the daily contracted sales volume level under the Tortue Phase 1 SPA, equivalent to approximately 2.45 million tonnes per annum.
Current wording
The Greater Tortue Ahmeyim (GTA) liquified natural gas (LNG) project achieved first gas production from the subsea system to the FPSO on December 31, 2024. First LNG was achieved in February 2025 and the first gross LNG cargo was successfully exported in April 2025 with 13.5 gross cargoes lifted through October 2025, along with the first gross condensate cargo. Additionally, the Gimi FLNG vessel Commercial Operations Date was achieved in the second quarter of 2025 with successful ramp-up to the daily contracted sales volume level under the Tortue Phase 1 SPA, equivalent to approximately 2.45 million tonnes per annum.
Previous wording
In July 2025, new U.S tax legislation was signed into law in the United States known as the "One Big Beautiful Bill Act" or "OBBBA". The legislation includes a broad range of U.S. corporate tax reform provisions affecting businesses across numerous industries. We are currently in the process of evaluating the implications of this new legislation and the potential impact to the Company. The legislation was signed into law after the close of our second quarter, and therefore no adjustments have been made in our operating results for the six months ended June 30, 2025. Additional disclosures will be provided in future periods if necessary as the impact of the legislation is determined.
Current wording
In July 2025, new U.S tax legislation was signed into law in the United States known as the "One Big Beautiful Bill Act" or "OBBBA". The legislation includes a broad range of U.S. corporate tax reform provisions affecting businesses across numerous industries. The necessary adjustments have been reflected for the nine months ended September 30, 2025. Based on our evaluation, we have determined that the impact of OBBBA is not material to the Company’s financial position or results.
Previous wording
All of our results, as presented in the table below, represent operations from Ghana, Equatorial Guinea, Mauritania, Senegal and the Gulf of America. Certain operating results and statistics for the three and six months ended June 30, 2025 and 2024 are included in the following tables:
Current wording
All of our results, as presented in the table below, represent operations from Ghana, Equatorial Guinea, Mauritania, Senegal and the Gulf of America. Certain operating results and statistics for the three and nine months ended September 30, 2025 and 2024 are included in the following tables:
Previous wording
(1)Includes $69.1 million and $127.2 million for the three and six months ended June 30, 2025, respectively, related to the LNG production at the GTA Phase 1 project in Mauritania and Senegal. All gas sales in Mauritania and Senegal are LNG sales. First LNG was achieved in February 2025 and the first LNG cargo was successfully completed in April 2025.
Current wording
(1)Includes $59.4 million and $186.6 million for the three and nine months ended September 30, 2025, respectively, related to the LNG production at the GTA Phase 1 project in Mauritania and Senegal. All gas sales in Mauritania and Senegal are LNG sales. First LNG was achieved in February 2025 and the first LNG cargo was successfully completed in April 2025.
Previous wording
Oil and gas revenue. Oil and gas revenue decreased by $58.3 million during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 primarily as a result of lower average realized oil and gas prices. We sold 6,663 MBoe at an average realized price per barrel equivalent of $58.93 during the three months ended June 30, 2025 and 5,954 MBoe at an average realized price per barrel equivalent of $75.73 during the three months ended June 30, 2024.
Current wording
Oil and gas revenue. Oil and gas revenue decreased by $96.8 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 primarily as a result of lower average realized oil and gas prices and lower production and sales volumes at Jubilee and Ceiba offset by an increase in production and sales volumes in Mauritania & Senegal with first LNG cargo sales beginning in 2025. We sold 5,515 MBoe at an average realized price per barrel equivalent of $56.39 during the three months ended September 30, 2025 and 5,811 MBoe at an average realized price per barrel equivalent of $70.18 during the three months ended September 30, 2024.
Previous wording
Oil and gas production. Oil and gas production costs increased by $92.4 million during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024 primarily as a result of increased sales volumes and operating costs associated with the ramp-up of LNG production at the GTA Phase 1 project in Mauritania and Senegal.
Current wording
Oil and gas production. Oil and gas production costs increased by $14.2 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 primarily as a result of operating costs associated with the ramp-up of LNG production at the GTA Phase 1 project in Mauritania and Senegal offset by lower operating costs at Jubilee and Ceiba.
Previous wording
Exploration expenses. Exploration expenses decreased by $9.2 million during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024 primarily as a result of decreased geological and geophysical studies and related costs as part of the Company’s focus on managing costs across our portfolio.
Current wording
Exploration expenses. Exploration expenses increased by $40.3 million during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024 primarily as a result of approximately $51.1 million of exploration expense for the three months ended September 30, 2025 related to the Winterfell-4 step out well which was plugged and abandoned during the third quarter of 2025 offset by decreased geological and geophysical studies and related costs as part of the Company’s focus on managing costs across our portfolio.
Previous wording
Depletion, depreciation and amortization. Depletion, depreciation and amortization increased by $61.2 million during the three months ended June 30, 2025, as compared with the three months ended June 30, 2024 primarily as a result of increased sales volumes and higher depletion rates per boe across our portfolio owing to increased cost basis related to the respective development activities in 2024.
Current wording
Depletion, depreciation and amortization. Depletion, depreciation and amortization increased by $20.8 million during the three months ended September 30, 2025, as compared with the three months ended September 30, 2024 primarily as a result higher depletion rates per boe across our portfolio owing to increased cost basis related to the respective development activities in 2024 partially offset by lower sales volumes across our portfolio.
Previous wording
Interest and other financing costs, net. Interest and other financing costs, net increased by $17.6 million during the three months ended June 30, 2025, as compared to the three months ended June 30, 2024 primarily as a result of decreased capitalized interest related to the GTA Phase 1 project post first gas production in December 2024 partially offset by a $22.0 million loss on debt modifications and extinguishments related to the amendment and restatement of the Facility during the second quarter of 2024.
Current wording
Interest and other financing costs, net. Interest and other financing costs, net increased by $35.8 million during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024 primarily as a result of decreased capitalized interest related to the GTA Phase 1 project post first gas production in December 2024.
Previous wording
Derivatives, net. During the three months ended June 30, 2025 and 2024, we recorded a gain of $21.6 million and a gain of $2.9 million, respectively, on our outstanding hedge positions. The amounts recorded were a result of changes in the forward oil price curve during the respective periods.
Current wording
Derivatives, net. During the three months ended September 30, 2025 and 2024, we recorded a gain of $3.6 million and a gain of $15.3 million, respectively, on our outstanding hedge positions. The amounts recorded were a result of changes in the forward oil price curve during the respective periods.
Previous wording
Six months ended June 30, 2025 compared to six months ended June 30, 2024
Current wording
Nine months ended September 30, 2025 compared to nine months ended September 30, 2024
Previous wording
Oil and gas revenue. Oil and gas revenue decreased by $187.2 million during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024 primarily as a result of lower average realized oil and gas prices and lower sales volume at Jubilee driven by lower production and owing to the two week planned shutdown. We sold 11,109 MBoe at an average realized price per barrel equivalent of $61.46 during the six months ended June 30, 2025 and 11,653 MBoe at an average realized price per barrel equivalent of $74.66 during the six months ended June 30, 2024.
Current wording
Oil and gas revenue. Oil and gas revenue decreased by $284.1 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024 primarily as a result of lower average realized oil and gas prices and lower production and sales volume at Jubilee and Ceiba offset by increased sales volumes in Mauritania & Senegal with first LNG cargo sales beginning in 2025. We sold 16,624 MBoe at an average realized price per barrel equivalent of $59.78 during the nine months ended September 30, 2025 and 17,465 MBoe at an average realized price per barrel equivalent of $73.16 during the nine months ended September 30, 2024.
Previous wording
Oil and gas production. Oil and gas production costs increased by $166.1 million during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024 primarily as a result of operating costs associated with the ramp-up of LNG production at the GTA Phase 1 project in Mauritania and Senegal.
Current wording
Oil and gas production. Oil and gas production costs increased by $180.3 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024 primarily as a result of operating costs associated with the ramp-up of LNG production at the GTA Phase 1 project in Mauritania and Senegal offset by lower average oil and gas operating costs at Jubilee and Ceiba.
Previous wording
Exploration expenses. Exploration expenses decreased by $11.6 million during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024 primarily as a result of decreased geological and geophysical studies and related costs as part of the Company’s focus on managing costs across our portfolio.
Current wording
Exploration expenses. Exploration expenses increased by $28.7 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024 primarily as a result of approximately $51.1 million of exploration expense for the nine months ended September 30, 2025 related to the Winterfell-4 step out well which was plugged and abandoned during the third quarter of 2025 offset by decreased geological and geophysical studies and related costs as part of the Company’s focus on managing costs across our portfolio.
Previous wording
Depletion, depreciation and amortization. Depletion, depreciation and amortization increased $80.9 million during the six months ended June 30, 2025, as compared with the six months ended June 30, 2024 primarily as a result of higher depletion rates per boe across our portfolio owing to increased cost basis related to the respective development activities in 2024.
Current wording
Depletion, depreciation and amortization. Depletion, depreciation and amortization increased $101.7 million during the nine months ended September 30, 2025, as compared with the nine months ended September 30, 2024 primarily as a result of higher depletion rates per boe across our portfolio.
Previous wording
Interest and other financing costs, net. Interest and other financing costs, net increased $52.9 million during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024, primarily as a result of decreased capitalized interest related to the GTA Phase 1 project post first gas production in December 2024 partially offset by a $22.0 million loss on debt modifications and extinguishments related to the amendment and restatement of the Facility during the second quarter of 2024.
Current wording
Interest and other financing costs, net. Interest and other financing costs, net increased $88.8 million during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily as a result of decreased capitalized interest related to the GTA Phase 1 project post first gas production in December 2024 partially offset by a $24.8 million loss on debt modifications and extinguishments related to the amendment and restatement of the Facility during the second quarter of 2024.
Previous wording
Derivatives, net. During the six months ended June 30, 2025 and 2024, we recorded a gain of $14.8 million and a loss of $21.0 million, respectively, on our outstanding hedge positions. The changes recorded were a result of changes in the forward curve of oil prices during the respective periods.
Current wording
Derivatives, net. During the nine months ended September 30, 2025 and 2024, we recorded a gain of $18.5 million and a loss of $5.7 million, respectively, on our outstanding hedge positions. The changes recorded were a result of changes in the forward curve of oil prices during the respective periods.
Previous wording
Income tax expense. For the six months ended June 30, 2025 and 2024, our overall effective tax rates were impacted by the difference in our 21% U.S. income tax reporting rate and the 35% statutory tax rate applicable to our Ghanaian and 25% statutory tax rate applicable to our Equatorial Guinean operations, jurisdictions that have a 0% statutory tax rate or where we have incurred losses and have recorded valuation allowances against the corresponding deferred tax assets, and other non-deductible expenses, primarily in the U.S.
Current wording
Income tax expense. For the nine months ended September 30, 2025 and 2024, our overall effective tax rates were impacted by the difference in our 21% U.S. income tax reporting rate and the 35% statutory tax rate applicable to our Ghanaian and 25% statutory tax rate applicable to our Equatorial Guinean operations, jurisdictions that have a 0% statutory tax rate or where we have incurred losses and have recorded valuation allowances against the corresponding deferred tax assets, and other non-deductible expenses, primarily in the U.S.
Previous wording
As of June 30, 2025, borrowings under the Facility totaled $1.0 billion and the undrawn availability under the Facility was $350.0 million. In March 2025, during the Spring 2025 redetermination, the Company’s lending syndicate approved a borrowing base at the full Facility size of $1.35 billion. In July 2025, the Company and the Facility lenders agreed to amend the debt cover ratio required under the Facility. The amendment makes this covenant less restrictive for the next two scheduled financial covenant assessment dates in September 2025 and March 2026, up to a maximum of 4.0x and 4.25x, respectively, and thereafter returns to the originally agreed upon ratio of 3.50x for assessment dates thereafter. The change is intended to align the covenant calculation with recent business operations, lower oil prices and the impact of pre-production operating costs associated with the GTA Phase 1 project on our results of operations.
Current wording
As of September 30, 2025, borrowings under the Facility totaled approximately $1.1 billion and the undrawn availability under the Facility was $225.0 million. In September 2025, during the Fall 2025 redetermination, the Company’s lending syndicate approved a borrowing base at the full Facility size of $1.35 billion. In July 2025, the Company and the Facility lenders agreed to amend the debt cover ratio required under the Facility. The amendment makes this covenant less restrictive for the two scheduled financial covenant assessment dates in September 2025 and March 2026, up to a maximum of 4.0x and 4.25x, respectively, and thereafter returns to the originally agreed upon ratio of 3.50x for assessment dates thereafter. The change is intended to align the covenant calculation with recent business operations, lower oil prices and the impact of pre-production operating costs associated with the GTA Phase 1 project on our results of operations.
Previous wording
The following table presents the sources and uses of our cash and cash equivalents and restricted cash for the six months ended June 30, 2025 and 2024:
Current wording
The following table presents the sources and uses of our cash and cash equivalents and restricted cash for the nine months ended September 30, 2025 and 2024:
Previous wording
Net cash provided by operating activities. Net cash provided by operating activities for the six months ended June 30, 2025 was $126.3 million compared with net cash provided by operating activities for the six months ended June 30, 2024 of $496.2 million. The decrease in cash provided by operating activities in the six months ended June 30, 2025 when compared to the same period in 2024 is primarily a result of lower average realized oil and gas prices, lower sales volumes in Ghana and higher oil and gas production costs related to the ramp-up of LNG production at the GTA Phase 1 project for the six months ended June 30, 2025.
Current wording
Net cash provided by operating activities. Net cash provided by operating activities for the nine months ended September 30, 2025 was $98.7 million compared with net cash provided by operating activities for the nine months ended September 30, 2024 of $502.5 million. The decrease in cash provided by operating activities in the nine months ended September 30, 2025 when compared to the same period in 2024 is primarily a result of lower average realized oil and gas prices, lower sales volumes in Ghana and Equatorial Guinea partially offset by increased sales volumes in Mauritania & Senegal with first LNG cargo sales beginning in 2025 and higher oil and gas production costs related to the ramp-up of LNG production at the GTA Phase 1 project for the nine months ended September 30, 2025.
Previous wording
We estimate we will spend approximately $350 million of capital for the year ending December 31, 2025, excluding any acquisitions or divestiture of oil and gas properties during the year. This capital expenditure budget consists of:
Current wording
We estimate we will spend in aggregate less than $350 million of capital for the year ending December 31, 2025, excluding any acquisitions or divestiture of oil and gas properties during the year. This capital expenditure budget consists of:
Previous wording
•Approximately $275 million related to maintenance activities across our producing Ghana, Equatorial Guinea and Gulf of America assets, including infill development drilling and facilities integrity spend;
Current wording
•Approximately $250 million related to maintenance activities across our producing Ghana, Equatorial Guinea and Gulf of America assets, including infill development drilling and facilities integrity spend;
Previous wording
•Approximately $50 million related to the completion of the first phase of the GTA development in Mauritania and Senegal;
Current wording
•Approximately $75 million related to the completion of the first phase of the GTA development in Mauritania and Senegal;
Previous wording
The Facility supports our oil and gas exploration, appraisal and development programs and corporate activities. The amount of funds available to be borrowed under the Facility, also known as the borrowing base amount, is determined every March and September. The borrowing base amount is based on the sum of the net present values of net cash flows and relevant capital expenditures reduced by certain percentages as well as value attributable to certain assets’ reserves and/or resources in the Company’s production assets in Ghana and Equatorial Guinea. As of June 30, 2025, borrowings under the Facility totaled $1.0 billion and the undrawn availability under the Facility was $350.0 million.
Current wording
The Facility supports our oil and gas exploration, appraisal and development programs and corporate activities. The amount of funds available to be borrowed under the Facility, also known as the borrowing base amount, is determined every March and September. The borrowing base amount is based on the sum of the net present values of net cash flows and relevant capital expenditures reduced by certain percentages as well as value attributable to certain assets’ reserves and/or resources in the Company’s production assets in Ghana and Equatorial Guinea. As of September 30, 2025, borrowings under the Facility totaled approximately $1.1 billion and the undrawn availability under the Facility was $225.0 million.
Previous wording
In March 2025, during the Spring 2025 redetermination, the Company’s lending syndicate approved a borrowing base at the full Facility size of $1.35 billion.
Current wording
In September 2025, during the Fall 2025 redetermination, the Company’s lending syndicate approved a borrowing base at the full Facility size of $1.35 billion.
Previous wording
If an event of default exists under the Facility, the lenders can accelerate the maturity and exercise other rights and remedies, including the enforcement of security granted pursuant to the Facility over certain assets. In July 2025, the Company and the Facility lenders agreed to amend the debt cover ratio required under the Facility. The amendment makes this covenant less restrictive for the next two scheduled financial covenant assessment dates in September 2025 and March 2026, up to a maximum of 4.0x and 4.25x, respectively, and thereafter returns to the originally agreed upon ratio of 3.50x for assessment dates thereafter. The change is intended to align the covenant calculation with recent business operations, lower oil prices and the impact of pre-production operating costs associated with the GTA Phase 1 project on our results of operations. We were in compliance with the financial covenants contained in the Facility as of March 31, 2025 (the most recent assessment date). The Facility contains customary cross default provisions.
Current wording
If an event of default exists under the Facility, the lenders can accelerate the maturity and exercise other rights and remedies, including the enforcement of security granted pursuant to the Facility over certain assets. In July 2025, the Company and the Facility lenders agreed to amend the debt cover ratio required under the Facility. The amendment makes this covenant less restrictive for the two scheduled financial covenant assessment dates in September 2025 and March 2026, up to a maximum of 4.0x and 4.25x, respectively, and thereafter returns to the originally agreed upon ratio of 3.50x for assessment dates thereafter. The change is intended to align the covenant calculation with recent business operations, lower oil prices and the impact of pre-production operating costs associated with the GTA Phase 1 project on our results of operations. We were in compliance with the financial covenants contained in the Facility as of September 30, 2025 (the most recent assessment date). The Facility contains customary cross default provisions.
Previous wording
We have four series of senior notes outstanding as of June 30, 2025, which we collectively refer to as the “Senior Notes.” Our 7.125% Senior Notes have an outstanding balance of $250.0 million and mature on April 4, 2026. Interest is payable on the 7.125% Senior Notes each April 4 and October 4. Our 7.750% Senior Notes have an outstanding balance of $350.0 million and mature on May 1, 2027. Interest is payable on the 7.750% Senior Notes each May 1 and November 1. Our 7.500% Senior Notes have an outstanding balance of approximately $400.3 million and mature on March 1, 2028. Interest is payable on the 7.500% Senior Notes each March 1 and September 1. Our 8.750% Senior Notes have an outstanding balance of $500.0 million and mature on October 1, 2031. Interest is payable on the 8.750% Senior Notes each April 1 and October 1.
Current wording
We have four series of senior notes outstanding as of September 30, 2025, which we collectively refer to as the “Senior Notes.” Our 7.125% Senior Notes had an outstanding balance of $250.0 million as of September 30, 2025, and mature on April 4, 2026. In October 2025, we used net proceeds from the GoA Term Loan Facility, together with cash on hand, to fund the repurchase of $150.0 million of the 7.125% Senior Notes resulting in $100.0 million remaining outstanding. Interest is payable on the 7.125% Senior Notes each April 4 and October 4. Our 7.750% Senior Notes have an outstanding balance of $350.0 million and mature on May 1, 2027. Interest is payable on the 7.750% Senior Notes each May 1 and November 1. Our 7.500% Senior Notes have an outstanding balance of approximately $400.3 million and mature on March 1, 2028. Interest is payable on the 7.500% Senior Notes each March 1 and September 1. Our 8.750% Senior Notes have an outstanding balance of $500.0 million and mature on October 1, 2031. Interest is payable on the 8.750% Senior Notes each April 1 and October 1.
Previous wording
We have a commitment to our buyer under the Tortue Phase 1 SPA, BP Gas Marketing Limited, to deliver our proportionate share of a minimum annual contract quantity of LNG of 127,951,000 MMBtu, which is equivalent to approximately 2.45 million tonnes per annum, subject to certain downward adjustments by the sellers. Under certain circumstances, in the event the annual quantities provided are lower than the minimum annual contract quantity, Kosmos may be obligated to credit or pay a portion of the Contract Price to BP Gas Marketing Limited for the shortfall volumes.
Current wording
Once the Tortue Phase 1 SPA Commercial Operations Date is achieved, we have a commitment to our buyer under the Tortue Phase 1 SPA, BP Gas Marketing Limited, to deliver our proportionate share of a minimum annual contract quantity of LNG of 127,951,000 MMBtu, which is equivalent to approximately 2.45 million tonnes per annum, subject to certain downward adjustments by the sellers. Under certain circumstances, in the event the annual quantities provided are lower than the minimum annual contract quantity, Kosmos may be obligated to credit or pay a portion of the Contract Price to BP Gas Marketing Limited for the shortfall volumes.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
In October 2025, we received approval from the Ministry of Hydrocarbons and Mining Development for a twelve month extension to December 2026 for the current exploration phase of Block EG-24.