NYSE: TALO TALOS ENERGY INC. 8-K

Talos Energy to acquire Gulf deepwater assets from Shell for $850M, adding 23 MMBoe reserves

Filed June 30, 2026 · Period ending June 30, 2026 · ~1 min read

Key Changes

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Talos subsidiary agreed to jointly acquire deepwater Gulf of Mexico oil and gas assets from Shell for $850M net cash ($1.7B total with partner), adding 23 MMBoe proved reserves and 16 MBoe/d production (~77% oil).

Item 1.01 verify on EDGAR →
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BP holds 30-day preferential right to purchase the Na Kika platform interests (four fields). If exercised, Talos would only acquire the Coulomb field, materially reducing transaction scope and purchase price. Creates uncertainty about final deal parameters.

Item 1.01 verify on EDGAR →
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Talos amended its credit facility to support the acquisition, securing $150M in incremental commitments from existing lenders. Borrowing base increases from $700M to $850M upon closing (or $800M if BP exercises its preferential right).

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Purchase agreement includes price-based upside sharing with Shell and commitment to sell 100% of oil volumes to Shell trading affiliate through December 2027. If Na Kika interests are acquired, Shell receives 2.5% overriding royalty on future production from new leases using the platform.

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Each buyer deposited $42.5M in escrow ($85M total) to secure performance. Transaction expected to close by end of 2026, subject to regulatory approvals and customary closing conditions.

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Summary

Talos will become operator of the Coulomb field and hold a 25% non-operated interest in the BP-operated Na Kika platform and four associated fields.

The transaction carries material execution uncertainty: BP holds a 30-day preferential right to purchase the Na Kika interests, which if exercised would leave Talos with only the Coulomb field and a reduced purchase price. To finance the acquisition, Talos secured $150 million in incremental credit commitments, raising its borrowing base from $700 million to $850 million upon closing. The purchase agreement includes commercial terms that tie Talos to Shell post-closing, including a commitment to sell 100% of oil volumes to a Shell trading affiliate through December 2027 and potential overriding royalties on future production. Closing is expected by year-end 2026, subject to regulatory approvals and the resolution of BP's preferential right.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~2,000 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

3 Added

Added Gulf of Mexico asset acquisition high

Added in current filing · verify on EDGAR →

On June 30, 2026, Talos Ocho Energy LLC (“Talos Ocho”), a Delaware limited liability company and an indirect wholly owned subsidiary of Talos Energy Inc., a Delaware corporation (“Talos” or the “Company”), and RE Fund V Holdco II Infrastructure, LLC, a Delaware limited liability company and an affiliate of Ridgewood Energy Corporation (together with Talos Ocho, the “Buyers”), entered into a purchase and sale agreement (the “Purchase Agreement”) with Shell Offshore Inc., a Delaware corporation (“Seller”), pursuant to which the Buyers agreed to acquire certain oil and gas properties and related assets located in the Outer Continental Shelf in the Mississippi Canyon area of the Gulf of America, including interests in the Na Kika and Coulomb deepwater producing assets (the “PSA Assets”), for an unadjusted aggregate cash purchase price of $1,700 million, subject to certain customary adjustments set forth in the Purchase Agreement (as it may be adjusted, the “Purchase Price”).

Talos Ocho and a Ridgewood Energy affiliate agreed to jointly acquire deepwater Gulf of Mexico oil and gas assets from Shell Offshore for $1.7 billion total ($850 million per buyer). Each buyer will acquire a 50% undivided interest in the assets, which include working interests in the Na Kika and Coulomb fields. Talos Ocho will become operator of the Coulomb field.

Added Preferential purchase right high

Added in current filing · verify on EDGAR →

Seller’s working interests in the Kepler, Ariel, Fourier and Herschel fields operated by BP and comprising a portion of the PSA Assets (the “Na Kika Interests”) are subject to a preferential right to purchase in favor of BP (the “Preferential Right”). BP has a period of 30 days to exercise the Preferential Right following its receipt of notice of the Buyers’ intent to purchase the Na Kika Interests. Pursuant to the Purchase Agreement, if BP exercises the Preferential Right, the Na Kika Interests will be excluded from the Acquisition and the Purchase Price will be reduced by the allocated value of the Na Kika Interests.

A portion of the acquired assets (the Na Kika Interests comprising working interests in four BP-operated fields) is subject to BP's preferential right to purchase. BP has 30 days to exercise this right after receiving notice. If BP exercises the right, those interests will be excluded from the acquisition and the purchase price will be reduced accordingly. This creates uncertainty about the final scope and price of the transaction.

Added Credit facility amendment high

Added in current filing · verify on EDGAR →

The Credit Agreement Amendment, among other things, permits the incurrence of additional indebtedness in order to fund the Acquisition, with such indebtedness excluded from any reduction of the borrowing base that would otherwise result from such incurrence, and reaffirms the borrowing base at $700 million as part of the biannual redetermination of the borrowing base, effective upon closing of the Credit Agreement Amendment. The Credit Agreement Amendment also (i) provides for a borrowing base increase from $700 million to $850 million (or $800 million if BP exercises the Preferential Right) and (ii) provides for an increase in the letter of credit sublimit from $250 million to $300 million, in each case, subject to and effective upon the consummation of the Acquisition.

Talos amended its credit agreement to facilitate the acquisition financing. The amendment permits additional debt incurrence for the acquisition without reducing the borrowing base, reaffirms the current $700 million borrowing base, and provides for an increase to $850 million (or $800 million if BP exercises its preferential right) upon closing the acquisition. The letter of credit sublimit also increases from $250 million to $300 million upon closing.

Event · Exhibit 99.1

~2,000 words View exhibit on EDGAR ↗

4 Added

Added Gulf of America deepwater asset acquisition high

Added in current filing · view on EDGAR →

Talos Energy Inc. (“Talos” or the “Company”) (NYSE: TALO) today announced the execution of a definitive agreement to jointly acquire certain deepwater assets in the Gulf of America from Shell Offshore Inc. (“Shell”), alongside an affiliate of Ridgewood Energy Corporation, for cash consideration of $850 million (net to Talos), subject to customary purchase price adjustments (the “Acquisition”). Talos expects its final net cash consideration to be approximately $450—$500 million(1), based upon estimated interim cash flow from the acquired assets from the July 1, 2025 Acquisition effective date.

The assets include a 50% working interest and operatorship in the Coulomb field and a 25% non-operated interest in the BP-operated Na Kika platform and four associated fields. Talos placed a $42.5 million deposit in escrow at signing.

Added Acquired reserves and production high

Added in current filing · view on EDGAR →

Adds proved reserves of approximately 23 million barrels of oil equivalent (“MMBoe”) and 10 MMBoe of probable reserves, with additional operated Infrastructure-Led Exploration (ILX) opportunities supporting future growth. Production for the first quarter 2026 was 16 thousand barrels of oil equivilent per day (“MBoe/d”), ~77% oil.

The acquisition adds 23 MMBoe of proved reserves and 10 MMBoe of probable reserves, with first quarter 2026 production of 16 MBoe/d that is approximately 77% oil-weighted. The company highlights the assets are low-cost, high-margin, and oil-weighted, with Infrastructure-Led Exploration opportunities for future growth.

Added BP preferential purchase right high

Added in current filing · view on EDGAR →

The working interests in the BP-operated Na Kika platform and associated fields are subject to a 30-day preferential right by affiliates of BP, which, if exercised, would result in Talos only acquiring a 50% working interest and operatorship in the Coulomb field.

BP affiliates have a 30-day preferential right to purchase the Na Kika platform interests. If BP exercises this right, Talos would only acquire the Coulomb field interest, materially reducing the transaction scope. The acquisition is expected to close by end of 2026, subject to customary closing conditions including HSR clearance and expiration of preferential purchase rights.

Added Monument development well results medium

Added in current filing · view on EDGAR →

As recently announced by the operator, the first Monument development well was successfully drilled to its total measured depth of 32,250 feet and encountered 245 feet of net pay confirming pre-drill expectations. Drilling is set to commence on the second development well followed by completion operations on both wells. First oil is expected by late 2026.

The first Monument development well reached 32,250 feet total depth and encountered 245 feet of net pay, confirming pre-drill expectations. A second development well will be drilled followed by completion operations on both wells, with first oil expected by late 2026. The company also completed the Genovesa workover and returned the well to production in late second quarter 2026.