Kosmos Energy Ltd.
For the period ended Jun 30, 2026. Filed Aug 3, 2026.
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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 3, 2026
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 2026-03-31; filed 2026-05-05.
0001509991-26-000027
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-03.
0001509991-26-000049
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 137 previous paragraphs and 128 current paragraphs.
89 unchanged; 30 reworded; 7 added; 15 removed; 3 previous and 2 current paragraphs rearranged.
Tables are not compared: 6 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 (7)
Current report
Jubilee development drilling continued to progress with a total of four producer wells successfully brought online during the year through the end of July 2026. To complete this year’s development drilling campaign, the final producer well is expected online in the coming days and a water injector well is expected online around the end of the third quarter of 2026.
Current report
On Tiberius, Kosmos (operator) continues to progress the development with our partners. We achieved a final investment decision in March 2026 with first oil targeted in the second half of 2028. Kosmos successfully completed a highly competitive farm-out process in July, with Navitas becoming a 33.33% partner in the project alongside Kosmos (33.34%) and Occidental (33.33%, owner/operator of the host facility). The consideration for the farm-down is a mix of upfront cash, carry for future development capital expenditure, which is expected to cover Kosmos’ spend on the project through 2026 into mid-2027 and future milestone payments.
Current report
Production in Mauritania and Senegal from GTA averaged approximately 64,300 Boepd gross (15,700 Boepd net) in the second quarter of 2026. Nine gross LNG cargos and one gross condensate cargo lifted in the second quarter of 2026.
Current report
Oil and gas production. Oil and gas production costs decreased by $63.7 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Oil and gas production costs are lower in 2026 across all of our business units primarily as a result of lower routine operating costs in Ghana and GTA.
Current report
Six months ended June 30, 2026 compared to six months ended June 30, 2025
Current report
Oil and gas revenue. Oil and gas revenue increased by $295.2 million during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025 primarily as a result of higher production and sales volumes at Jubilee and GTA and higher average realized oil and gas prices during the six months ended June 30, 2026, partially offset by lower sales volumes in Equatorial Guinea and in the Gulf of America business unit. We sold 13,647 MBoe at an average realized price per barrel equivalent of $71.66 during the six months ended June 30, 2026 and 11,109 MBoe at an average realized price per barrel equivalent of $61.46 during the six months ended June 30, 2025.
Current report
Income tax expense. For the six months ended June 30, 2026 and 2025, our overall effective tax rates were impacted by the difference in our 21% U.S. income tax reporting rate and the 35% statutory tax rates applicable to our Ghanaian and 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.
Removed paragraphs (15)
Previous report
On January 16, 2026, the Company announced the pricing of $350.0 million aggregate principal amount of 11.250% senior secured bonds due 2031 in the Nordic market (the “GTA Nordic bonds”). In the first quarter of 2026, the Company used the net proceeds from the Nordic bond offering to fund the repurchase of an aggregate principal amount of $249.8 million of the 7.750% Senior Notes due 2027 pursuant to the Company’s cash tender offer announced on January 12, 2026 and open market repurchases, and to make a voluntary early principal repayment of $100.0 million on outstanding borrowings under the Facility.
Previous report
Jubilee development drilling progressed in the first quarter of 2026 bringing two producer wells successfully online during the first quarter of 2026. The remaining development drilling campaign in 2026 is planned to include three additional producer wells and one additional water injector well.
Previous report
In December 2025, the Jubilee and TEN partnerships received approval from the Government of Ghana to extend to 2040 the WCTP and the DT licenses, which cover the Jubilee and TEN fields offshore Ghana. Additionally, starting from July 2036, Ghana National Petroleum Corporation’s share in the fields will increase by an additional 10% interest and the joint venture partners’ shares will decrease pro rata. As part of the extension of the Petroleum Agreements, the Jubilee plan of development is amended to include up to twenty additional wells in the fields. Additionally, in December 2025, as part of the extension of the WCTP and DT Petroleum Agreements, the Ghana partners and Government of Ghana have approved an amended gas sales agreement at a price of $2.50 per MMBtu through the extended expiration date of 2040 for the WCTP and DT licenses.
Previous report
In February 2026, Tullow Oil plc, as Operator of the TEN partnership, executed the final Sale and Purchase Agreement enabling the partnership to acquire the TEN FPSO from MODEC, Inc. at the end of its current lease in 2027 for a gross purchase price of $205.0 million.
Previous report
On Tiberius, Kosmos (operator, 50% working interest) continues to progress the development 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. We achieved a final investment decision in March 2026 with first oil targeted in the second half of 2028. We are also working on a potential farm down to reduce Kosmos’ working interest to approximately 33%, which is expected around the middle of 2026.
Previous report
In February 2026, Kosmos entered into a strategic alliance with Shell, exchanging interests in five exploration blocks in the Norphlet trend. Shell and Kosmos now have alignment covering ten blocks in the Gulf of America to explore multiple prospects, including Trailblazer. Drilling of the Trailblazer exploration well is planned for the first half of 2027, with Kosmos designated as development operator.
Previous report
Production in Equatorial Guinea averaged approximately 16,000 Bopd gross (5,600 Bopd net) in the first quarter of 2026, with remediation work on the failed subsea multiphase flow pump (MPP) at Ceiba progressing.
Previous report
In the first quarter of 2026, we withdrew from Block EG-01 offshore Equatorial Guinea.
Previous report
Production in Mauritania and Senegal from GTA averaged approximately 69,800 Boepd gross (17,000 Boepd net) in the first quarter of 2026, approximately 2.85 million tonnes per annum, or 5% above FLNG nameplate capacity.
Previous report
Sao Tome and Principe
Previous report
Block 5 offshore Sao Tome and Principe is scheduled to expire during the second quarter of 2026 and, accordingly, we wrote off related leasehold costs.
Previous report
(2)Includes results of the EG business on the basis that the transaction has not yet closed and that the Company continues to own all of the participating interest in the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea. See Note 3 - Acquisitions and Divestitures for additional information.
Previous report
General and administrative expenses. General and administrative expenses increased $1.5 million during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 primarily as a result of lower technical rate fees in the first quarter of 2026, partially offset by lower gross general and administrative costs.
Previous report
• execute facilities integrity activities in Equatorial Guinea.
Previous report
•Approximately $15 million related to facilities integrity activities in Equatorial Guinea.
Reworded paragraphs (30)
Previous wording
Kosmos Energy is a leading deepwater exploration and production company focused on meeting the world’s growing demand for energy. We have diversified oil and gas production from assets offshore Ghana, Equatorial Guinea, Mauritania, Senegal and the Gulf of America. Additionally, in the proven basins where we operate we are advancing high-quality development opportunities, which have come from our exploration success.
Current wording
Kosmos Energy is a leading deepwater exploration and production company focused on meeting the world’s growing demand for energy. We have diversified oil and gas production from assets offshore Ghana, Mauritania, Senegal and the Gulf of America. Additionally, in the proven basins where we operate, we are advancing high-quality development opportunities which have come from our exploration success.
Previous wording
In April 2026 during the Spring 2026 redetermination, the Company’s lending syndicate approved a borrowing base at approximately $1.25 billion. Following closing of the sale of all our participating interest in the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea, the Company’s production assets in Equatorial Guinea will no longer be included in the borrowing base amount, and we have agreed with the lending syndicate to further reduce the borrowing base to approximately $1.2 billion.
Current wording
In April 2026, during the Spring 2026 redetermination, the Company’s lending syndicate approved a borrowing base at approximately $1.25 billion for the Facility. Following the closing of the sale of all our participating interest in the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea on June 16, 2026, the Company’s production assets in Equatorial Guinea are no longer included in the borrowing base amount, and, as agreed with the lending syndicate, the borrowing base has been reduced to approximately $1.2 billion.
Previous wording
During the first quarter of 2026, Ghana production averaged approximately 103,300 Boepd gross (35,400 Boepd net).
Current wording
During the second quarter of 2026, Ghana production averaged approximately 105,700 Boepd gross (36,300 Boepd net). Two full Jubilee cargo liftings and one TEN lifting took place in the second quarter of 2026. A third Jubilee cargo began lifting on the last day of the quarter and was completed on July 2, 2026.
Previous wording
Production from the Gulf of America averaged approximately 16,800 Boepd net (~84% oil) for the first quarter of 2026.
Current wording
Production from the Gulf of America averaged approximately 14,300 Boepd net (~83% oil) for the second quarter of 2026.
Previous wording
At Winterfell, the partnership spud Winterfell-5 in April 2026. Winterfell-5 is designed as a twin well to Winterfell-3 and is expected to restore production from the Winterfell-3 fault block. Winterfell-5 is expected online in the third quarter of 2026. In April 2026, Winterfell-2 was shut-in pending a future intervention.
Current wording
At Winterfell, the partnership spud Winterfell-5 in April 2026. Winterfell-5 was designed as a twin well to Winterfell-3 in order to restore production from the Winterfell-3 fault block. The Winterfell-5 well was temporarily abandoned in July 2026 by the operator due to challenges experienced during drilling operations arising from issues with the production casing. The partnership is currently evaluating the cause of the casing issue in order to restore production from the Winterfell-3 fault block. In April 2026, production from the Winterfell-2 was shut-in pending a future intervention. The Company maintains insurance coverage that it expects will offset a significant portion of any remediation costs that may be incurred to restore the Winterfell-2 well to normal operations.
Previous wording
On February 24, 2026, we entered into a Share Sale and Purchase Agreement with a subsidiary of Panoro Energy ASA for the sale of all our 40.4% participating interest in the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea for upfront cash consideration of $180.0 million, subject to certain adjustments and future contingent consideration of up to $39.5 million, comprised of $12.5 million linked to future production performance at the Ceiba field and $9.0 million payable in each of the years 2027, 2028 and 2029, subject to certain production and oil price thresholds. The transaction has an effective date of January 1, 2025, has received approval from the Government of Equatorial Guinea and completion only remains subject to CEMAC customary approval. While we expect to close the transaction around the middle of 2026, there can be no assurances that closing will ultimately occur or that it may not be delayed. Operating results throughout this Form 10-Q continue to include the operating results of the EG business on the basis that the transaction has not yet closed and that the Company continues to own all of the participating interest in the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea. All such references to the Company’s future plans and expectations for the Equatorial Guinea business unit should therefore be read in light of the ongoing transaction.
Current wording
On June 16, 2026, we completed the sale of all our 40.4% participating interest in the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea to a subsidiary of Panoro Energy ASA. Pursuant to the terms of the Sale and Purchase Agreement, Kosmos received final cash consideration of approximately $127.0 million, based on the initial purchase price of $180.0 million reduced by certain purchase price adjustments totaling approximately $53.0 million. We are also entitled to future contingent consideration of up to $39.5 million, comprised of $12.5 million linked to future production performance at the Ceiba field and $9.0 million payable in each of the years 2027, 2028 and 2029, subject to certain Block G production and oil price thresholds. Upon closing, the Company recognized a gain on sale of assets of approximately $9.4 million, representing the excess of net proceeds received over the carrying value of the disposal group. Operating results throughout this Form 10-Q continue to include the operating results of the Equatorial Guinea business through the date of sale.
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 months ended March 31, 2026 and 2025 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, including the results related to the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea through the date of sale in June 2026. See Note 3 - Acquisitions and Divestitures for additional information. Certain operating results and statistics for the three and six months ended June 30, 2026 and 2025 are included in the following tables:
Previous wording
(1)Substantially all NGLs and natural gas sales in Ghana and the Gulf of America are associated production from our oil wells and, therefore, production costs metrics are presented under a common unit of measure. In Mauritania and Senegal, all condensate sales and LNG sales are associated production from our gas wells and the first LNG cargo was successfully completed in April 2025. Oil and gas production costs related to LNG production at the GTA Phase 1 project were $55.3 million and $58.1 million for the three months ended March 31, 2026 and March 31, 2025, respectively. Production costs per Mcfe in Mauritania and Senegal was $6.80 for the three months ended March 31, 2026. Mauritania and Senegal LNG sales are presented as gas sales in the table.
Current wording
(1)Substantially all NGLs and natural gas sales in Ghana and the Gulf of America are associated production from our oil wells and, therefore, production costs metrics are presented under a common unit of measure. In Mauritania and Senegal, all condensate sales and LNG sales are associated production from our gas wells and the first LNG cargo was successfully completed in April 2025. Oil and gas production costs related to LNG production at the GTA Phase 1 project were $65.8 million and $69.1 million for the three months ended June 30, 2026 and 2025, respectively, and $121.2 million and $127.2 million for the six months ended June 30, 2026 and 2025, respectively. Production costs per Mcfe in Mauritania and Senegal was $6.98 and $23.13 for the three months ended June 30, 2026 and 2025, respectively, and $6.89 and $36.95 for the six months ended June 30, 2026 and 2025. Mauritania and Senegal LNG sales are presented as gas sales in the table.
Previous wording
The discussion of the results of operations and the period-to-period comparisons presented below analyze our historical results. The following discussion may not be indicative of future results.
Current wording
The discussion of the results of operations and the period-to-period comparisons presented below analyze our historical results including the results related to the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea through the date of sale in June 2026. See Note 3 - Acquisitions and Divestitures for additional information. The following discussion may not be indicative of future results.
Previous wording
Oil and gas revenue. Oil and gas revenue increased by $80.6 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 primarily as a result of higher production and sales volumes at Jubilee and GTA, with GTA producing at 5% above FLNG nameplate capacity offset by lower average realized oil and gas prices. We sold 6,643 MBoe at an average realized price per barrel equivalent of $55.81 during the three months ended March 31, 2026 and 4,445 MBoe at an average realized price per barrel equivalent of $65.27 during the three months ended March 31, 2025.
Current wording
Oil and gas revenue. Oil and gas revenue increased by $214.6 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 primarily as a result of higher production and sales volumes at Jubilee and GTA and higher average realized oil and gas prices during the three months ended June 30, 2026, partially offset by lower sales volumes in Equatorial Guinea and in the Gulf of America business unit. We sold 7,005 MBoe at an average realized price per barrel equivalent of $86.68 during the three months ended June 30, 2026 and 6,663 MBoe at an average realized price per barrel equivalent of $58.93 during the three months ended June 30, 2025.
Previous wording
Derivatives, net. During the three months ended March 31, 2026 and 2025, we recorded a loss of $252.0 million and a loss of $6.7 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 June 30, 2026 and 2025, we recorded a gain of $51.8 million and a gain of $21.6 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
Oil and gas production. Oil and gas production costs decreased by $36.7 million during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025 primarily as a result of lower routine operating costs across all of our business units and decreased workover expense in our Gulf of America business unit.
Current wording
Oil and gas production. Oil and gas production costs decreased by $100.4 million during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. Oil and production costs are lower in 2026 across all of our business units primarily as a result of lower routine operating costs in Ghana and GTA and decreased workover expense in our Gulf of America business unit.
Previous wording
Exploration expenses. Exploration expenses increased by $10.1 million during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 primarily as a result of the write-off of exploration leasehold costs during the first quarter of 2026, partially offset by decreased seismic, geological and geophysical studies and related costs in the first quarter of 2026 as part of the Company’s focus on managing costs across our portfolio.
Current wording
Exploration expenses. Exploration expenses increased by $9.2 million during the six months ended June 30, 2026, as compared to the six months ended June 30, 2025 primarily as a result of the write-off of exploration leasehold costs during the first quarter of 2026, partially offset by decreased seismic, geological and geophysical studies and related costs for the six months ended June 30, 2026 as part of the Company’s focus on managing costs across our portfolio.
Previous wording
Depletion, depreciation and amortization. Depletion, depreciation and amortization decreased by $0.8 million during the three months ended March 31, 2026, as compared with the three months ended March 31, 2025 primarily as a result lower depletion rates per boe across our portfolio offset by higher sales volumes at Jubilee and GTA.
Current wording
Depletion, depreciation and amortization. Depletion, depreciation and amortization decreased $31.6 million during the six months ended June 30, 2026, as compared with the six months ended June 30, 2025 primarily as a result of lower depletion rates per Boe across our portfolio and no depletion recorded on the Equatorial Guinea assets sold during the period, partially offset by higher sales volumes at Jubilee and GTA.
Previous wording
Interest and other financing costs, net. Interest and other financing costs, net increased by $7.0 million during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 primarily as a result of increased debt and lower capitalized interest as a result of the Yakaar and Teranga write-off in December 2025.
Current wording
Interest and other financing costs, net. Interest and other financing costs, net increased $5.8 million during the six months ended June 30, 2026, compared with the six months ended June 30, 2025, primarily driven by higher interest rates on outstanding debt and lower capitalized interest in 2026.
Previous wording
As such, our 2026 capital budget is based on our exploitation plans for our producing assets in Ghana, Equatorial Guinea, Mauritania, Senegal and the Gulf of America, and our development activities in the Gulf of America and in Mauritania and Senegal.
Current wording
As such, our capital budget for the second half of 2026 is based on our exploitation plans for our producing assets in Ghana, Mauritania, Senegal and the Gulf of America, and our development activities in the Gulf of America and in Mauritania and Senegal.
Previous wording
The following table presents the sources and uses of our cash and cash equivalents and restricted cash for the three months ended March 31, 2026 and 2025:
Current 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, 2026 and 2025:
Previous wording
Net cash provided by (used in) operating activities. Net cash provided by operating activities for the three months ended March 31, 2026 was $106.6 million compared with net cash used in operating activities for the three months ended March 31, 2025 of $0.9 million. The increase in cash provided by operating activities in the three months ended March 31, 2026 when compared to the same period in 2025 is primarily a result of higher production and sales volumes at Jubilee and GTA, lower routine oil and gas production costs across all of our business units and decreased workover expense in our Gulf of America business unit, partially offset by lower average realized oil and gas prices for the three months ended March 31, 2026.
Current wording
Net cash provided by operating activities. Net cash provided by operating activities for the six months ended June 30, 2026 was $281.6 million compared with net cash provided by operating activities for the six months ended June 30, 2025 of $126.3 million. The increase in cash provided by operating activities in the six months ended June 30, 2026 when compared to the same period in 2025 is primarily a result of higher production and sales volumes at Jubilee and GTA, higher average realized oil and gas prices, lower routine oil and gas production costs across all of our business units and decreased workover expense in our Gulf of America business unit.
Previous wording
(1) When our debt cover ratio exceeds 2.50x, we are required under the Facility to maintain a restricted cash balance that is sufficient to meet the payment of interest and fees for the next six-month period on the 7.750% Senior Notes, the 7.500% Senior Notes, the 8.750% Senior Notes and the 3.125% Convertible Senior Notes or the Facility, whichever is greater. During the first quarter of 2025, the Facility lenders waived the requirement to maintain a restricted cash balance until the March 31, 2026 financial covenant test date. Our debt cover ratio for the most recent March 31, 2026 financial covenant test date exceeded 2.50x and the estimated restricted cash funding requirement is approximately $47.0 million. We are currently in discussions with the Facility lenders seeking approval to extend the prior waiver, but if no approval is granted then we plan to start funding the debt service reserve account in the second quarter, as required under the terms of the Facility.
Current wording
(1)When our debt cover ratio exceeds 2.50x, we are required under the Facility to maintain a restricted cash balance that is sufficient to meet the payment of interest and fees for the next six-month period on the 7.750% Senior Notes, the 7.500% Senior Notes, the 8.750% Senior Notes and the 3.125% Convertible Senior Notes or the Facility, whichever is greater. During the first quarter of 2025, the Facility lenders waived the requirement to maintain a restricted cash balance until the March 31, 2026 financial covenant test date. During the second quarter of 2026, the Facility lenders agreed to reduce the amount of the required restricted cash balance to three months of interest and fees until the September 30, 2026 financial covenant test date, after which the amount of the required restricted cash balance will be determined as usual. Our debt cover ratio for the most recent March 31, 2026 financial covenant test date exceeded 2.50x and the estimated restricted cash funding requirement is approximately $23.5 million. As of June 30, 2026, we have funded approximately $23.5 million into the debt service reserve account as required under the terms of the Facility.
Previous wording
(2) Excludes $80.1 million TEN FPSO finance lease liability. For purposes of the debt cover ratio calculation under the Facility, the finance lease liability is included in net debt.
Current wording
(2)Excludes $73.2 million TEN FPSO finance lease liability. For purposes of the debt cover ratio calculation under the Facility, the finance lease liability is included in net debt.
Previous wording
For our 2026 capital expenditure budget, we expect to incur capital costs as we:
Current wording
For our capital expenditure budget for the second half of 2026, we expect to incur capital costs as we:
Previous wording
• drill additional infill wells in Ghana and the Gulf of America;
Current wording
• drill additional infill wells in Ghana and the Gulf of America; and
Previous wording
• advance development efforts in the Gulf of America and in Mauritania and Senegal; and
Current wording
• advance development efforts in the Gulf of America and in Mauritania and Senegal.
Previous wording
•Approximately $275 million related to maintenance activities across our producing Ghana and Gulf of America assets, including infill development drilling and TEN FPSO purchase payments;
Current wording
•Approximately $290 million related to maintenance activities and infill development drilling across our producing Ghana and Gulf of America assets, including the TEN FPSO purchase payments;
Previous wording
•Approximately $60 million related to progressing our development programs in the Gulf of America and in Mauritania and Senegal;
Current wording
•Approximately $60 million related to progressing our development programs in the Gulf of America and in Mauritania and Senegal and includes first half 2026 integrity spend in Equatorial Guinea.
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 March 31, 2026, borrowings under the Facility totaled approximately $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. In April 2026 during the Spring 2026 redetermination, the Company’s lending syndicate approved a borrowing base at approximately $1.25 billion. The borrowing base amount was 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. Following the closing of the sale of all our participating interest in the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea on June 16, 2026, the Company’s production assets in Equatorial Guinea are no longer included in the borrowing base amount, and, as agreed with the lending syndicate, the borrowing base has been reduced to approximately $1.2 billion. As of June 30, 2026, borrowings under the Facility totaled approximately $0.8 billion and the undrawn availability under the Facility was approximately $440 million. Final maturity of the Facility is December 31, 2029.
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. Leverage was elevated in 2025 given lower oil prices and the impact of operation costs during the ramp-up of the GTA Phase 1 project combined with lower company production. As a result, in July 2025, the Company and the Facility lenders agreed to amend the debt cover ratio required under the Facility. The amendment made this covenant less restrictive for the following two scheduled financial covenant assessment dates, up to a maximum of 4.0x and 4.25x, respectively, and thereafter returned to the originally agreed upon ratio of 3.50x for assessment dates thereafter. In February 2026, we further amended the debt cover ratio calculation through September 2026. This most recent amendment makes the covenant less restrictive for the following two scheduled financial covenant assessment dates, up to a maximum of 4.5x and 4.25x respectively, and for purposes of the financial covenant assessment date in March 2026, the calculation was made excluding the Company’s Mauritania and Senegal business unit. The debt cover ratio returns to the originally agreed upon ratio of 3.5x for assessment dates thereafter. The change was intended to align the covenant calculation with recent business operations, lower oil prices and the impact of operating costs during the ramp-up of the GTA Phase 1 project on our results of operations. 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. Leverage was elevated in 2025 given lower oil prices and the impact of operation costs during the ramp-up of the GTA Phase 1 project combined with lower company production. As a result, in July 2025, the Company and the Facility lenders agreed to amend the debt cover ratio required under the Facility. The amendment made this covenant less restrictive for the following two scheduled financial covenant assessment dates, up to a maximum of 4.0x and 4.25x, respectively, and thereafter returned to the originally agreed upon ratio of 3.50x for assessment dates thereafter. In February 2026, we further amended the debt cover ratio calculation through September 2026. This most recent amendment makes the covenant less restrictive for the following two scheduled financial covenant assessment dates, up to a maximum of 4.5x and 4.25x respectively, and for purposes of the financial covenant assessment date in March 2026, the calculation was made excluding the Company’s Mauritania and Senegal business unit. The debt cover ratio returns to the originally agreed upon ratio of 3.5x for assessment dates thereafter. The Facility contains customary cross default provisions.
Previous wording
We have three series of senior notes outstanding as of March 31, 2026, which we collectively refer to as the “Senior Notes.” In January 2026, we used the net proceeds of $98.5 million from funding the second tranche of the GoA Term Loan Facility, together with cash on hand, to fund the redemption of the remaining $100.0 million of the 7.125% Senior Notes due 2026. Our 7.750% Senior Notes have an outstanding balance of $100.2 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 three series of senior notes outstanding as of June 30, 2026, which we collectively refer to as the “Senior Notes.” In January 2026, we used the net proceeds of $98.5 million from funding the second tranche of the GoA Term Loan Facility, together with cash on hand, to fund the redemption of the remaining $100.0 million of the 7.125% Senior Notes due 2026. Our 7.750% Senior Notes have an outstanding balance of $100.0 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
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 wording
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.
Previous wording
As of March 31, 2026, we have a commitment to drill one development well related to our assets held for sale in Equatorial Guinea. As part of the license extensions of WCTP and DT Petroleum Agreements in Ghana, we have a commitment to drill a minimum of ten development wells under the amended Jubilee plan of development.
Current wording
As of June 30, 2026, we have a commitment to drill a minimum of ten development wells under the amended Jubilee plan of development as part of the license extensions of WCTP and DT Petroleum Agreements in Ghana.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Depletion, depreciation and amortization. Depletion, depreciation and amortization decreased by $30.8 million during the three months ended June 30, 2026, as compared with the three months ended June 30, 2025 primarily as a result of lower depletion rates per Boe at Jubilee and in the Gulf of America business unit and no depletion recorded on the Equatorial Guinea assets sold during the quarter, partially offset by higher sales volumes at Jubilee and GTA.
Current report — wording carried from elsewhere
Derivatives, net. During the six months ended June 30, 2026 and 2025, we recorded a loss of $200.2 million and a gain of $14.8 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.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
On January 12, 2026, we received net proceeds of $98.5 million from the funding of the second tranche of the GoA Term Loan after deducting fees and expenses. On January 13, 2026, the net proceeds were used, together with cash on hand, to complete the redemption of the remaining outstanding balance of $100.0 million of the 7.125% Senior Notes due 2026. On March 24, 2026, we made a voluntary prepayment of $53.6 million against the GoA Term Loan. On May 1, 2026, the GoA Term Loan Facility was amended to apply this prepayment in full satisfaction of the scheduled principal amount due on the first scheduled amortization payment date on June 30, 2026, and then ratably to all remaining scheduled principal payments of the outstanding loans. The amendment also deferred all future scheduled amortization payment dates in 2026, 2027 and 2028 such that they will now be due on October 1, January 1, April 1 and July 1 in each of 2026, 2027 and 2028. As a result of the amendment, there is only one remaining scheduled amortization payment in 2026 to be paid on October 1, 2026.
Previous report — wording carried elsewhere
In April 2026, during the Spring 2026 redetermination, the Company’s lending syndicate approved a borrowing base at approximately $1.25 billion for the Facility, and a further reduction to approximately $1.2 billion upon the close of the sale of all our participating interest in the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea.
Previous report — wording carried elsewhere
On March 10, 2026, the Company launched and priced a registered underwritten public offering of 112.1 million shares of common stock, resulting in net proceeds to Kosmos of approximately $206.4 million. The offering closed on March 12, 2026.