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Kosmos Energy Ltd.

For the period ended Sep 30, 2026. Filed Nov 2, 2026.

View on SEC.gov

About 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, 2026 · Filed Nov 2, 2026

KOS$2.11-4.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous 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 Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-02.

0001509991-26-000061

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 128 previous paragraphs and 130 current paragraphs.

87 unchanged; 32 reworded; 10 added; 8 removed; 1 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 (10)

Current report

In October 2026, the Company amended and restated the Facility, extending the final maturity date to April 2033 from December 2029. The Facility size has been reduced to $1.2 billion in line with total commitments.

Current report

In September 2026, the Company completed redemptions of an aggregate principal amount of $50.0 million of the 7.750% Senior Notes due 2027.

Current report

During the third quarter of 2026, Ghana production averaged approximately 117,500 Boepd gross (40,500 Boepd net). Three Jubilee cargo liftings were completed during the third quarter of 2026, including one cargo that commenced lifting on June 30, 2026 and finished loading on July 2, 2026.

Current report

The recent Jubilee development drilling campaign concluded during the third quarter of 2026, with a total of five producer wells and one water injector successfully brought online during the year. Tullow Oil plc, as operator of the Jubilee partnership, has contracted a drilling rig for the next drilling campaign in Ghana, which is targeted to commence around the middle of 2027 and is planned to include up to ten wells.

Current report

In August 2026, we received approval for an extension to May 2027 for the current exploration phase for Block 5 offshore Sao Tome and Principe.

Current report

Exploration expenses. Exploration expenses decreased by $50.7 million during the three months ended September 30, 2026, as compared to the three months ended September 30, 2025 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.

Current report

Nine months ended September 30, 2026 compared to nine months ended September 30, 2025

Current report

We were in compliance with the financial covenants contained in the Facility as of September 30, 2026 (the most recent assessment date). Post the amendment and restatement of the Facility in October 2026, the debt cover ratio returns to the originally agree upon ratio of 3.5x for assessment dates going forward.

Current report

In October 2026, the Company amended and restated the Facility. The amendment includes the following material changes: an extension in the tenor by approximately 3.25 years (final maturity date now occurs April 1, 2033), a change in the applicable interest margin to 4.50% for the first three years, with subsequent increases during the amortization period, the addition of a new minimum liquidity covenant requiring the Company to maintain a minimum liquidity of $200 million, to be tested semi-annually beginning on March 31, 2027 and the functional removal of the debt service reserve account. The Facility size has been reduced to $1.2 billion in line with total commitments. The Company also has the option, subject to certain conditions and exceptions, to increase total available commitments up to an additional $550 million. The available facility amount is subject to borrowing base constraints and, beginning on October 1, 2029, outstanding borrowings will be constrained by an amortization schedule.
Removed paragraphs (8)

Previous report

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 report

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 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.

Previous report

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 report

Six months ended June 30, 2026 compared to six months ended June 30, 2025

Previous report

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 report

• drill additional infill wells in Ghana and the Gulf of America; and
Reworded paragraphs (32)

Previous wording

Production from the Gulf of America averaged approximately 14,300 Boepd net (~83% oil) for the second quarter of 2026.

Current wording

Production from the Gulf of America averaged approximately 14,100 Boepd net (~83% oil) for the third quarter of 2026.

Previous wording

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 wording

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. In July 2026, Kosmos and Occidental completed a farm-down transaction with Navitas Petroleum US, LLC, resulting in Navitas acquiring a 33.33% interest in the project alongside Kosmos (33.34%) and Occidental (33.33%), an owner and operator of the host facility. Consideration included upfront cash proceeds, a carry of future development capital expenditure that is expected to fund Kosmos’ share of project spending through 2026 and into mid-2027, and contingent future milestone payments.

Previous 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.

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. In April 2026, production from Winterfell-2 was shut-in while the partnership evaluates plans to restore production. 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

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 wording

Production in Mauritania and Senegal from GTA averaged approximately 59,800 Boepd gross (14,600 Boepd net) in the third quarter of 2026. Eight and a half gross LNG cargos lifted in the third quarter of 2026.

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, 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:

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 nine months ended September 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 $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.

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 $56.1 million and $59.4 million for the three months ended September 30, 2026 and 2025, respectively, and $177.2 million and $186.6 million for the nine months ended September 30, 2026 and 2025, respectively. Oil and gas production costs per Mcfe in Mauritania and Senegal was $7.74 and $10.01 for the three months ended September 30, 2026 and 2025, respectively, and $7.14 and $19.91 for the nine months ended September 30, 2026 and 2025. Mauritania and Senegal LNG sales are presented as gas sales in the table.

Previous 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.

Current wording

Oil and gas revenue. Oil and gas revenue increased by $99.1 million during the three months ended September 30, 2026 as compared to the three months ended September 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 September 30, 2026, partially offset by no sales volumes in Equatorial Guinea (post sale in June 2026) and lower sales volumes in the Gulf of America business unit. We sold 5,744 MBoe at an average realized price per barrel equivalent of $71.39 during the three months ended September 30, 2026 and 5,515 MBoe at an average realized price per barrel equivalent of $56.39 during the three months ended September 30, 2025.

Previous wording

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 wording

Oil and gas production. Oil and gas production costs decreased by $45.9 million during the three months ended September 30, 2026 as compared to the three months ended September 30, 2025 primarily as result of the sale of the Equatorial Guinea assets in June 2026 and lower routine operating costs in Ghana, GTA and the Gulf of America.

Previous wording

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 wording

Depletion, depreciation and amortization. Depletion, depreciation and amortization decreased by $29.3 million during the three months ended September 30, 2026, as compared with the three months ended September 30, 2025 primarily as a result of lower depletion rates per Boe in the Gulf of America business unit and no depletion recorded on the Equatorial Guinea assets sold in June 2026, partially offset by higher sales volumes at Jubilee and GTA.

Previous 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.

Current wording

Derivatives, net. During the three months ended September 30, 2026 and 2025, we recorded a loss of $133.9 million and a gain of $3.6 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 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 wording

Oil and gas revenue. Oil and gas revenue increased by $394.3 million during the nine months ended September 30, 2026, as compared to the nine months ended September 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 nine months ended September 30, 2026, partially offset by lower sales volumes in Equatorial Guinea and in the Gulf of America business unit. We sold 19,390 MBoe at an average realized price per barrel equivalent of $71.58 during the nine months ended September 30, 2026 and 16,624 MBoe at an average realized price per barrel equivalent of $59.78 during the nine months ended September 30, 2025.

Previous 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.

Current wording

Oil and gas production. Oil and gas production costs decreased by $146.3 million during the nine months ended September 30, 2026, as compared to the nine months ended September 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, decreased workover expense in our Gulf of America business unit, the TEN FPSO transaction, and the sale of the Equatorial Guinea assets in June 2026. This decrease is partially offset by higher sales volumes at Jubilee and GTA during the nine months ended September 30, 2026.

Previous 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.

Current wording

Exploration expenses. Exploration expenses decreased by $41.5 million during the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025 primarily related to the Winterfell-4 step out well which was plugged and abandoned during the nine months ended September 30, 2025 and decreased geological and geophysical studies and related costs for the nine months ended September 30, 2026. This decrease was partially offset by the write-off of exploration leasehold costs during 2026.

Previous 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.

Current wording

Depletion, depreciation and amortization. Depletion, depreciation and amortization decreased $60.8 million during the nine months ended September 30, 2026, as compared with the nine months ended September 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 during the nine months ended September 30, 2026.

Previous wording

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.

Current wording

Derivatives, net. During the nine months ended September 30, 2026 and 2025, we recorded a loss of $334.1 million and a gain of $18.5 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, 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.

Current wording

Income tax expense. For the nine months ended September 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.

Previous 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.

Current wording

As such, our capital budget for the last quarter 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 six months ended June 30, 2026 and 2025:

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, 2026 and 2025:

Previous 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.

Current wording

Net cash provided by operating activities. Net cash provided by operating activities for the nine months ended September 30, 2026 was $445.6 million compared with net cash provided by operating activities for the nine months ended September 30, 2025 of $98.7 million. The increase in cash provided by operating activities in the nine months ended September 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, decreased workover expense in our Gulf of America business unit, the TEN FPSO transaction and the sale of the Equatorial Guinea assets in June 2026.

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. 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.

Current wording

(1)Previously, when our debt cover ratio exceeded 2.50x, we were required under the Facility to maintain a restricted cash balance that was 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. Our debt cover ratio for the most recent September 30, 2026 financial covenant test date exceeded 2.50x. As of September 30, 2026, we had funded approximately $23.6 million into the debt service reserve account as required under the terms of the Facility. However, following the amendment and restatement of the Facility in October 2026, the requirement to fund the debt service reserve account has been removed and therefore the $23.6 million of previously restricted cash has become unrestricted in the fourth quarter of 2026.

Previous 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.

Current wording

(2)Excludes $63.9 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 capital expenditure budget for the second half of 2026, we expect to incur capital costs as we:

Current wording

For our capital expenditure budget for the last quarter of 2026, we expect to incur capital costs as we advance development efforts in Ghana, the Gulf of America and in Mauritania and Senegal.

Previous wording

We estimate we will spend in aggregate around $350 million of capital for the year ending December 31, 2026, 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 around $350 million of capital for the year ending December 31, 2026, excluding any acquisitions or divestitures of oil and gas properties during the year. This capital expenditure budget consists of:

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. 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.

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 Jubilee and TEN Fields in Ghana. As of September 30, 2026, borrowings under the Facility totaled approximately $750.0 million and the undrawn availability under the Facility was approximately $463 million.

Previous wording

The Facility provides a revolving credit and letter of credit facility. The availability period for the revolving credit facility expires one month prior to the final maturity date. The letter of credit facility expires on the final maturity date. The available facility amount is subject to borrowing base constraints and, beginning on April 1, 2027, outstanding borrowings will be constrained by an amortization schedule. The Facility has a final maturity date of December 31, 2029. As of June 30, 2026, we had no letters of credit issued under the Facility. We have the right to cancel all the undrawn commitments under the amended and restated Facility.

Current wording

The Facility provides a revolving credit and letter of credit facility. The availability period for the revolving credit facility expires one month prior to the final maturity date. The letter of credit facility expires on the final maturity date. As of September 30, 2026, we had no letters of credit issued under the Facility. We have the right to cancel all the undrawn commitments under the amended and restated Facility.

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 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. The amended and restated Facility contains customary cross default provisions.

Previous wording

The U.S. and many foreign economies continue to experience uncertainty driven by varying macroeconomic conditions. Although some of these economies have shown signs of improvement, macroeconomic recovery remains uneven. Uncertainty in the macroeconomic environment and associated global economic conditions have resulted in extreme volatility in credit, equity, and foreign currency markets, including the European sovereign debt markets and volatility in various other markets. If any of the financial institutions within our Facility are unable to perform on their commitments, our liquidity could be impacted. We actively monitor all of the financial institutions participating in our Facility. None of the financial institutions have indicated to us that they may be unable to perform on their commitments. In addition, we periodically review our banking and financing relationships, considering the stability of the institutions and other aspects of the relationships. Based on our monitoring activities, we currently believe our banks will be able to perform on their commitments.

Current wording

The U.S. and many foreign economies continue to experience uncertainty driven by varying macroeconomic conditions. Uncertainty in the macroeconomic environment and associated global economic conditions have resulted in volatility in credit, equity, and foreign currency markets, including the European sovereign debt markets and volatility in various other markets. If any of the financial institutions within our Facility are unable to perform on their commitments, our liquidity could be impacted. We actively monitor all of the financial institutions participating in our Facility. None of the financial institutions have indicated to us that they may be unable to perform on their commitments. In addition, we periodically review our banking and financing relationships, considering the stability of the institutions and other aspects of the relationships. Based on our monitoring activities, we currently believe our banks will be able to perform on their commitments.

Previous 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.

Current wording

We have three series of senior notes outstanding as of September 30, 2026, which we collectively refer to as the “Senior Notes.” Our 7.750% Senior Notes have an outstanding balance of approximately $50.0 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

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 of an additional $100.0 million, which was funded in January 2026. The net proceeds were used, together with cash on hand, to fund the redemption of $250.0 million in aggregate of the 7.125% Senior Notes due in 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.

Current wording

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 of an additional $100.0 million, which was funded in January 2026. The net proceeds were used, together with cash on hand, to fund the redemption of $250.0 million in aggregate of the 7.125% Senior Notes due in 2026. On March 24, 2026, we made a voluntary prepayment of $53.6 million against the

Previous wording

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.

Current wording

In March 2026, the Company completed a registered underwritten public offering of 112.1 million shares of common stock, resulting in net proceeds to Kosmos of approximately $206.4 million.

Previous wording

(1)The amounts included in the table represent principal maturities only. The scheduled maturities of debt related to the Facility are based on the level of borrowings and the available borrowing base as of June 30, 2026. Any increases or decreases in the level of borrowings or increases or decreases in the available borrowing base would impact the scheduled maturities of debt during the next five years and thereafter.

Current wording

(1)The amounts included in the table represent principal maturities only. The scheduled maturities of debt related to the Facility are based on the level of borrowings and the available borrowing base as of September 30, 2026. Any increases or decreases in the level of borrowings or increases or decreases in the available borrowing base would impact the scheduled maturities of debt during the next five years and thereafter. In October 2026, the Company agreed to an amendment and restatement of the Facility. The amendment includes an extension of the amortization schedule such that amortization of principal is to commence with an initial reduction on October 1, 2029 and then continue in equal amounts every six months thereafter until the maturity date which is extended by approximately 3.25 years (final maturity date now occurs April 1, 2033).

Previous 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.

Current wording

As of September 30, 2026, the Jubilee partners 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 (1)

Current report — wording carried from elsewhere

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. On September 30, 2026, we paid the scheduled principal payment of $15.1 million against the GoA Term Loan, satisfying the remaining 2026 obligations.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

• advance development efforts in the Gulf of America and in Mauritania and Senegal.