Kosmos Energy Ltd. (Form: 10-Q, Received: 05/05/2026 17:20:44)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-35167

Kosmos Energy Ltd.

(Exact name of registrant as specified in its charter)


Delaware		98-0686001
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

8176 Park Lane
Dallas,	Texas	75231
(Address of principal executive offices)		(Zip Code)

Title of each class

Trading Symbol

Name of each exchange on which registered:

Common Stock $0.01 par value

KOS

New York Stock Exchange

London Stock Exchange

Registrant’s telephone number, including area code: +1 214 445 9600

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

(Do not check if a smaller reporting company)

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Outstanding at April 30, 2026
Common Shares, $0.01 par value						593,189,274

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TABLE OF CONTENTS

Unless otherwise stated in this report, references to “Kosmos,” “we,” “us” or “the company” refer to Kosmos Energy Ltd. and its wholly owned subsidiaries. We have provided definitions for some of the industry terms used in this report in the “Glossary and Selected Abbreviations” beginning on page 3.


			Page
PART I. FINANCIAL INFORMATION

Glossary and Select Abbreviations			3

Item 1. Financial Statements			7
Consolidated Balance Sheets			7
Consolidated Statements of Operations			8
Consolidated Statements of Stockholders’ Equity			9
Consolidated Statements of Cash Flows			10
Notes to Consolidated Financial Statements			11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			35
Item 3. Quantitative and Qualitative Disclosures about Market Risk			48
Item 4. Controls and Procedures			50

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			51
Item 1A. Risk Factors			51
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			51
Item 3. Defaults Upon Senior Securities			51
Item 4. Mine Safety Disclosures			51
Item 5. Other Information			51
Signatures			52
Item 6. Exhibits			52
Index to Exhibits			53

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KOSMOS ENERGY LTD.

GLOSSARY AND SELECTED ABBREVIATIONS

The following are abbreviations and definitions of certain terms that may be used in this report. Unless listed below, all defined terms under Rule 4-10(a) of Regulation S-X shall have their statutorily prescribed meanings.


“2D seismic data”						Two‑dimensional seismic data, serving as interpretive data that allows a view of a vertical cross‑section beneath a prospective area.
“3D seismic data”						Three‑dimensional seismic data, serving as geophysical data that depicts the subsurface strata in three dimensions. 3D seismic data typically provides a more detailed and accurate interpretation of the subsurface strata than 2D seismic data.
“ANP-STP”						Agencia Nacional Do Petroleo De Sao Tome E Principe.
“API”						A specific gravity scale, expressed in degrees, that denotes the relative density of various petroleum liquids. The scale increases inversely with density. Thus lighter petroleum liquids will have a higher API than heavier ones.
“ASC”						Financial Accounting Standards Board Accounting Standards Codification.
“ASU”						Financial Accounting Standards Board Accounting Standards Update.
“Barrel” or “Bbl”						A standard measure of volume for petroleum corresponding to approximately 42 gallons at 60 degrees Fahrenheit.
“BBbl”						Billion barrels of oil.
“BBoe”						Billion barrels of oil equivalent.
“Bcf”						Billion cubic feet.
“Boe”						Barrels of oil equivalent. Volumes of natural gas converted to barrels of oil using a conversion factor of 6,000 cubic feet of natural gas to one barrel of oil.
“BOEM”						Bureau of Ocean Energy Management.
“Boepd”						Barrels of oil equivalent per day.
“Bopd”						Barrels of oil per day.
“BP”						BP p.l.c. and related subsidiaries.
“Bwpd”						Barrels of water per day.
“3.125% Convertible Senior Notes”						3.125% Convertible Senior Notes due 2030.
“Debt cover ratio”						The “debt cover ratio” is broadly defined in the Facility, for each applicable calculation date, as the ratio of (x) total long‑term debt and finance lease liabilities less cash and cash equivalents and restricted cash, to (y) the aggregate EBITDAX (see below) of the Company for the previous twelve months.
“Developed acreage”						The number of acres that are allocated or assignable to productive wells or wells capable of production.
“Development”						The phase in which an oil or natural gas field is brought into production by drilling development wells and installing appropriate production systems.
“DST”						Drill stem test.
“Dry hole” or “Unsuccessful well”						A well that has not encountered a hydrocarbon bearing reservoir expected to produce in commercial quantities.
“DT”						Deepwater Tano.
“EBITDAX”						Net income (loss) plus (i) exploration expense, (ii) depletion, depreciation and amortization expense, (iii) equity‑based compensation expense, (iv) unrealized (gain) loss on commodity derivatives (realized losses are deducted and realized gains are added back), (v) (gain) loss on sale of oil and gas properties, (vi) interest (income) expense, (vii) income taxes, (viii) debt modifications and extinguishments, (ix) doubtful accounts expense and (x) similar other material items which management believes affect the comparability of operating results.
“ESG”						Environmental, social, and governance.
“ESP”						Electric submersible pump.
“E&P”						Exploration and production.

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“Facility”						Facility agreement dated March 28, 2011 (as amended or as amended and restated from time to time).
“FASB”						Financial Accounting Standards Board.
“Farm‑in”						An agreement whereby a party acquires a portion of the participating interest in a block from the owner of such interest, usually in return for cash and/or for taking on a portion of future costs or other performance by the assignee as a condition of the assignment.
“Farm‑out”						An agreement whereby the owner of the participating interest agrees to assign a portion of its participating interest in a block to another party for cash and/or for the assignee taking on a portion of future costs and/or other work as a condition of the assignment.
“FEED”						Front End Engineering Design.
“Field life cover ratio”						The “field life cover ratio” is broadly defined, for each applicable forecast period, as the ratio of (x) the forecasted net present value of net cash flow through depletion plus the net present value of the forecast of certain capital expenditures incurred in relation to the Ghana and Equatorial Guinea assets, to (y) the aggregate loan amounts outstanding under the Facility.
“FLNG”						Floating liquefied natural gas vessel.
“FPS”						Floating production system.
“FPSO”						Floating production, storage and offloading vessel.
“GAAP”						Generally Accepted Accounting Principles in the United States of America.
“GEPetrol”						Guinea Equatorial De Petroleos.
“GHG”						Greenhouse gas.
“GNPC”						Ghana National Petroleum Corporation.
“GoA field life coverage ratio”						The “GoA field life coverage ratio” is broadly defined, as (a) total PV-10 of the Gulf of America business unit using the Proved or Probable Reserves as set forth in the most recently delivered reserve report to (b) outstanding principal amount of the GoA Term Loan as of such date.
“GoA net leverage ratio”						The “GoA net leverage ratio” is broadly defined, as of any date of determination, the ratio of (a) total net debt of the Gulf of America business unit, as of such date to (b) EBITDAX of the Gulf of America business unit for the rolling period ending on such date (or in the case of any calculation of the total net leverage ratio on any date other than the last day of a rolling period, for the most recently ended rolling period for which financial statements are available).
“GoA Term Loan Facility”						Senior Secured Term Loan Credit Agreement dated September 24, 2025
“Greater Tortue Ahmeyim”						Ahmeyim and Guembeul discoveries.
“GTA Nordic bonds”						11.250% senior secured bonds due in 2031 in the Nordic Market
“GTA UUOA”						Unitization and Unit Operating Agreement covering the Greater Tortue Ahmeyim Unit.
“HLS”						Heavy Louisiana Sweet.
“Jubilee UUOA”						Unitization and Unit Operating Agreement covering the Jubilee Unit.
“Interest cover ratio”						The “interest cover ratio” is broadly defined, for each applicable calculation date, as the ratio of (x) the aggregate EBITDAX (see above) of the Company for the previous twelve months, to (y) interest expense less interest income for the Company for the previous twelve months.
“LNG”						Liquefied natural gas.
“Loan life cover ratio”						The “loan life cover ratio” is broadly defined, for each applicable forecast period, as the ratio of (x) net present value of forecasted net cash flow through the final maturity date of the Facility plus the net present value of forecasted capital expenditures incurred in relation to the Ghana and Equatorial Guinea assets to (y) the aggregate loan amounts outstanding under the Facility.
“LSE”						London Stock Exchange.
“LTIP”						Long Term Incentive Plan.
“MBbl”						Thousand barrels of oil.
“MBoe”						Thousand barrels of oil equivalent.
“Mcf”						Thousand cubic feet of natural gas.

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“Mcfe”						Thousand cubic feet of natural gas equivalent.
“Mcfpd”						Thousand cubic feet per day of natural gas.
“MMBbl”						Million barrels of oil.
“MMBoe”						Million barrels of oil equivalent.
“MMBtu”						Million British thermal units.
“MMcf”						Million cubic feet of natural gas.
“MMcfd”						Million cubic feet per day of natural gas.
“MMTPA”						Million metric tonnes per annum.
“Natural gas liquid” or “NGL”						Components of natural gas that are separated from the gas state in the form of liquids. These include propane, butane, and ethane, among others.
“Net debt”						Total long-term debt less cash and cash equivalents and total restricted cash.
“NYSE”						New York Stock Exchange.
“Petroleum contract”						A contract in which the owner of hydrocarbons gives an E&P company temporary and limited rights, including an exclusive option to explore for, develop, and produce hydrocarbons from the lease area.
“Petroleum system”						A petroleum system consists of organic material that has been buried at a sufficient depth to allow adequate temperature and pressure to expel hydrocarbons and cause the movement of oil and natural gas from the area in which it was formed to a reservoir rock where it can accumulate.
“Plan of development” or “PoD”						A written document outlining the steps to be undertaken to develop a field.
“Productive well”						An exploratory or development well found to be capable of producing either oil or natural gas in sufficient quantities to justify completion as an oil or natural gas well.
“Prospect(s)”						A potential trap that may contain hydrocarbons and is supported by the necessary amount and quality of geologic and geophysical data to indicate a probability of oil and/or natural gas accumulation ready to be drilled. The five required elements (generation, migration, reservoir, seal and trap) must be present for a prospect to work and if any of these fail neither oil nor natural gas may be present, at least not in commercial volumes.
“Proved reserves”						Estimated quantities of crude oil, natural gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be economically recoverable in future years from known reservoirs under existing economic and operating conditions, as well as additional reserves expected to be obtained through confirmed improved recovery techniques, as defined in SEC Regulation S‑X 4‑10(a)(2).
“Proved developed reserves”						Those proved reserves that can be expected to be recovered through existing wells and facilities and by existing operating methods.
“Proved undeveloped reserves”						Those proved reserves that are expected to be recovered from future wells and facilities, including future improved recovery projects which are anticipated with a high degree of certainty in reservoirs which have previously shown favorable response to improved recovery projects.
“RSC”						Ryder Scott Company, L.P.
“SOFR”						Secured Overnight Financing Rate
“SEC”						Securities and Exchange Commission.
“7.125% Senior Notes”						7.125% Senior Notes due 2026.
“7.750% Senior Notes”						7.750% Senior Notes due 2027.
“7.500% Senior Notes”						7.500% Senior Notes due 2028.
“8.750% Senior Notes”						8.750% Senior Notes due 2031.
“SMH”						Societe Mauritanienne des Hydrocarbures
“Stratigraphy”						The study of the composition, relative ages and distribution of layers of sedimentary rock.
“Stratigraphic trap”						A stratigraphic trap is formed from a change in the character of the rock rather than faulting or folding of the rock and oil is held in place by changes in the porosity and permeability of overlying rocks.
“Structural trap”						A topographic feature in the earth’s subsurface that forms a high point in the rock strata. This facilitates the accumulation of oil and gas in the strata.

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“TAG GSA”						TEN Associated Gas - Gas Sales Agreement.
“TEN”						Tweneboa, Enyenra and Ntomme.
“Tortue Phase 1 SPA”						Greater Tortue Ahmeyim Agreement for a Long Term Sale and Purchase of LNG.
“Trap”						A configuration of rocks suitable for containing hydrocarbons and sealed by a relatively impermeable formation through which hydrocarbons will not migrate.
“Trident”						Trident Energy.
“Tullow”						Tullow Oil plc.
“Undeveloped acreage”						Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of natural gas and oil regardless of whether such acreage contains discovered resources.
“WCTP”						West Cape Three Points.

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KOSMOS ENERGY LTD.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)


	March 31, 2026		December 31, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	129,957	$	91,518

Receivables	110,510		103,472
Inventories	182,725		172,640
Prepaid expenses and other	11,543		12,428
Derivatives	—		47,816
Assets held for sale	18,707		—
Total current assets	453,442		427,874

Property and equipment, net	3,367,489		3,733,784

Other assets:
Restricted cash	30,630		26,226
Long-term receivables	465,649		458,793
Deferred tax assets	2,783		3,946
Derivatives	—		2,681
Non-current assets held for sale	408,895		—
Other	54,554		43,322
Total assets	$	4,783,442	$	4,696,626
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	194,969	$	202,555
Accrued liabilities	332,078		237,609
Current maturities of long-term debt	30,220		132,143
Derivatives	156,243		—
Liabilities held for sale	43,544		—
Total current liabilities	757,054		572,307
Long-term liabilities:
Long-term debt, net	2,866,043		2,920,616
Derivatives	14,915		—
Asset retirement obligations	196,297		327,016
Deferred tax liabilities	134,750		305,924
Long-term liabilities held for sale	260,601		—
Other long-term liabilities	38,673		42,173
Total long-term liabilities	3,511,279		3,595,729
Stockholders’ equity:
Preference shares, $0.01 par value; 200,000,000 authorized shares; zero issued at March 31, 2026 and December 31, 2025	—		—
Common stock, $0.01 par value; 2,000,000,000 authorized shares; 637,413,155 and 522,590,223 issued at March 31, 2026 and December 31, 2025, respectively	6,374		5,226
Additional paid-in capital	2,753,572		2,542,627
Accumulated deficit	(2,007,830)		(1,782,256)
Treasury stock, at cost, 44,263,269 shares at March 31, 2026 and December 31, 2025, respectively	(237,007)		(237,007)
Total stockholders’ equity	515,109		528,590
Total liabilities and stockholders’ equity	$	4,783,442	$	4,696,626

See accompanying notes.

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KOSMOS ENERGY LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended
	March 31,
	2026		2025
Revenues and other income:
Oil and gas revenue	$	370,728	$	290,135

Other income, net	169		296
Total revenues and other income	370,897		290,431
Costs and expenses:
Oil and gas production	130,595		167,308
Exploration expenses	19,744		9,669
General and administrative	27,710		26,255
Depletion, depreciation and amortization	119,873		120,667

Interest and other financing costs, net	58,802		51,842
Derivatives, net	251,996		6,732
Other expenses, net	3,264		1,989
Total costs and expenses	611,984		384,462
Loss before income taxes	(241,087)		(94,031)
Income tax expense (benefit)	(15,513)		16,575
Net loss	$	(225,574)	$	(110,606)

Net loss per share:
Basic	$	(0.45)	$	(0.23)
Diluted	$	(0.45)	$	(0.23)

Weighted average number of shares used to compute net loss per share:
Basic	506,198		475,681
Diluted	506,198		475,681

See accompanying notes.

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KOSMOS ENERGY LTD.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


				Additional
	Common Shares			Paid-in		Accumulated		Treasury
	Shares	Amount		Capital		Deficit		Stock		Total
2026:
Balance as of December 31, 2025	522,590	$	5,226	$	2,542,627	$	(1,782,256)	$	(237,007)	$	528,590


Equity-based compensation	—	—		5,950		—		—		5,950
Restricted stock units	2,698	27		(27)		—		—		—
Public offering of common stock	112,125	1,121		205,022		—		—		206,143

Net loss	—	—		—		(225,574)		—		(225,574)
Balance as of March 31, 2026	637,413	6,374		2,753,572		(2,007,830)		(237,007)		515,109













2025:
Balance as of December 31, 2024	516,159	$	5,162	$	2,514,739	$	(1,082,470)	$	(237,007)	$	1,200,424


Equity-based compensation	—	—		8,362		—		—		8,362
Restricted stock units	6,009	60		(60)		—		—		—

Net loss	—	—		—		(110,606)		—		(110,606)
Balance as of March 31, 2025	522,168	5,222		2,523,041		(1,193,076)		(237,007)		1,098,180

See accompanying notes.

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KOSMOS ENERGY LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Operating activities
Net loss	$	(225,574)	$	(110,606)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depletion, depreciation and amortization (including deferred financing costs)	122,465		122,551
Deferred income taxes	(49,013)		1,811
Unsuccessful well costs and leasehold impairments	14,541		1,903

Change in fair value of derivatives	302,976		7,586
Cash settlements on derivatives, net (including $(30.3) million and $(1.8) million on commodity hedges during 2026 and 2025)	(81,321)		494
Equity-based compensation	5,950		8,361

Debt modifications and extinguishments	(1,217)		—
Other	(7,561)		(5,597)
Changes in assets and liabilities:
(Increase) decrease in receivables	(3,144)		37,264
Increase in inventories and prepaid expenses	(20,550)		(24,452)
Increase (decrease) in accounts payable and accrued liabilities	49,004		(40,203)
Net cash provided by (used in) operating activities	106,556		(888)
Investing activities
Oil and gas assets	(87,047)		(90,245)


Notes receivable and other investing activities	(11,598)		(44,048)
Net cash used in investing activities	(98,645)		(134,293)
Financing activities
Borrowings under long-term debt	124,167		100,000
Payments on long-term debt	(277,738)		—
Net proceeds from issuance of senior notes and bonds	350,000		—
Repurchase and redemption of senior notes	(346,984)		—
Net proceeds from issuance of common stock	206,440		—

Payments on finance lease	(5,262)		—
Other financing costs	(7,731)		—
Net cash provided by financing activities	42,892		100,000
Net increase (decrease) in cash, cash equivalents and restricted cash	50,803		(35,181)
Cash, cash equivalents and restricted cash at beginning of period	117,744		85,277
Cash, cash equivalents and restricted cash at end of period(1)	$	168,547	$	50,096

Supplemental cash flow information
Cash paid for:
Interest, net of capitalized interest	$	37,851	$	18,379
Income taxes, net of refund received	$	25,458	$	45,504

(1)Includes cash reported within current assets held for sale on the Consolidated Balance Sheets relating to the Ceiba and Okume Complex production assets located in Block G offshore Equatorial Guinea cash held for sale, see Note 3 - Acquisitions and Divestitures for additional information.

See accompanying notes.

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KOSMOS ENERGY LTD.

Notes to Consolidated Financial Statements

(Unaudited)

1. Organization

Kosmos Energy Ltd. is incorporated in the State of Delaware as a holding company for Kosmos Energy Delaware Holdings, LLC, a Delaware limited liability company. As a holding company, Kosmos Energy Ltd.’s management operations are conducted through a wholly-owned subsidiary, Kosmos Energy, LLC. The terms “Kosmos,” the “Company,” “we,” “us,” “our,” “ours,” and similar terms refer to Kosmos Energy Ltd. and its wholly-owned subsidiaries, unless the context indicates otherwise.

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. Kosmos is listed on the NYSE and LSE and is traded under the ticker symbol KOS.

Kosmos is engaged in a single line of business, which is the exploration, development, and production of oil and natural gas. Substantially all of our long-lived assets and all of our product sales are related to operations in four geographic areas: Ghana, Equatorial Guinea, Mauritania/Senegal and the Gulf of America.

2. Accounting Policies

General

The interim consolidated financial statements included in this report are unaudited and, in the opinion of management, include all adjustments of a normal recurring nature necessary for a fair presentation of the results for the interim periods. The results of the interim periods shown in this report are not necessarily indicative of the final results to be expected for the full year. The interim consolidated financial statements were prepared in accordance with the requirements of the SEC for interim reporting. As permitted under those rules, certain notes or other financial information that are normally required by GAAP have been condensed or omitted from these interim consolidated financial statements. These interim consolidated financial statements and the accompanying notes should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2025, included in our annual report on Form 10-K.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current presentation. Such reclassifications had no significant impact on our reported net loss, current assets, total assets, current liabilities, total liabilities, stockholders’ equity or cash flows.

Cash, Cash Equivalents and Restricted Cash


	March 31, 2026		December 31, 2025
	(In thousands)
Cash and cash equivalents	$	129,957	$	91,518
Cash included in assets held for sale	7,960		—

Restricted cash - long-term	30,630		26,226
Total cash, cash equivalents and restricted cash in the consolidated statements of cash flows	$	168,547	$	117,744

Cash and cash equivalents include demand deposits and funds invested in highly liquid instruments with original maturities of three months or less at the date of purchase. Restricted cash – long-term primarily represents cash and cash equivalents collateralized, in accounts held by us, as required to support existing performance obligations in the GoA. 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

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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.

Joint Interest Billings

The Company’s joint interest billings consist of receivables from partners with interests in common oil and natural gas properties operated by the Company for shared costs. Joint interest billings are classified on the face of the consolidated balance sheets as current and long-term receivables based on when collection is expected to occur.

Inventories

Inventories consisted of $144.0 million and $144.9 million of materials and supplies and $38.7 million and $27.7 million of hydrocarbons as of March 31, 2026 and December 31, 2025, respectively. The Company’s materials and supplies inventory primarily consists of casing and wellheads and is stated at the lower of cost, using the weighted average cost method, or net realizable value.

Hydrocarbon inventory is carried at the lower of cost, using the weighted average cost method, or net realizable value. Hydrocarbon inventory costs include expenditures and other charges incurred in bringing the inventory to its existing condition. Selling expenses and general and administrative expenses are reported as period costs and excluded from inventory costs.

Assets and Liabilities Held for Sale

The Company classifies disposal groups as held for sale in the period in which all of the following criteria are met: (1) management, having the authority to approve the action, commits to a plan to sell the disposal group; (2) the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal groups; (3) an active program to locate a buyer or buyers and other actions required to complete the plan to sell the disposal group have been initiated; (4) the sale of the disposal group is probable, and the transfer of the disposal group is expected to qualify for recognition as a completed sale, within one year, except if events or circumstances beyond the Company’s control extended the period of time required to sell the disposal group beyond one year; (5) the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

A disposal group that is classified as held for sale is initially measured at the lower of its carrying amount or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Subsequent changes in fair value of a disposal group less any costs to sell are reported as an adjustment to the carrying amount of the disposal group, as long as the new carrying amount does not exceed the carrying amount of the assets at the time it was initially classified as held for sale. Depreciation, depletion and amortization expense is not recorded on assets to be divested once they are classified as held for sale. In the initial period in which the disposal group meets the criteria to be classified as held for sale, the assets and liabilities of the disposal group are separately presented as assets held for sale and liabilities held for sale, respectively, in the Consolidated Balance Sheets.

Revenue Recognition

Our oil and gas revenues are recognized when hydrocarbons have been sold to a purchaser at a fixed or determinable price, title has transferred and collection is probable. Certain revenues are based on contracts with provisional pricing and quantity optionality which contain a derivative that is separated from the host contract for accounting purposes. The host contract is the receivable from sales at the spot price on the date of sale. The derivative, which is not designated as a hedge, is marked to market through oil and gas revenue each period until the final settlement occurs, which generally is limited to the month of or month after the sale.

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Oil and gas revenue is composed of the following:


	Three Months Ended March 31,
	2026		2025
	(In thousands)
Revenues from contracts with customers:
Ghana	$	250,152	$	152,805
Equatorial Guinea	24,487		33,682
Mauritania\|Senegal	52,267		2,697
Gulf of America	94,802		101,778
Total revenues from contracts with customers	421,708		290,962
Provisional sales contracts	(50,980)		(827)
Oil and gas revenue	$	370,728	$	290,135

Concentration of Credit Risk

Our revenue can be materially affected by current economic conditions and the price of oil and natural gas. However, based on the current demand for crude oil and natural gas and the fact that alternative purchasers are readily available, we believe that the loss of our purchasers and/or of the purchasers identified by our marketing agents would not have a long‑term material adverse effect on our financial position or results of Ghana and Equatorial Guinea operations. Customers in our Gulf of America and Mauritania | Senegal business units that comprise 10% or more of our total consolidated oil and gas revenue for the three months ended March 31, 2026 and 2025, are shown below.


	Three Months Ended March 31,
	2026		2025
	(Percentage)
Customer
BP plc	14	%	19	%
Shell Trading (US) Company	24	%	7	%

Recent Accounting Standards

Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The amendments in ASU 2024-03 require more detailed disclosures about specified categories of costs and expenses included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of this standard on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-04, “Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments.” The amendments in ASU 2024-04 clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in the ASU are effective for annual periods beginning after December 15, 2025. Early adoption is permitted, however, we do not plan to early adopt ASU 2024-04. The Company is currently assessing the impact this standard will have on its consolidated financial statements.

3. Acquisitions and Divestitures

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Management considers the assets and liabilities in the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea included in the Share Sale and Purchase Agreement as a disposal group. As of March 31, 2026, the assets and liabilities of the disposal group were classified as held for sale. The expected cash consideration of $180.0 million, subject to certain adjustments, and future contingent consideration of up to $39.5 million per the Share Sale and Purchase Agreement exceeds the carrying value of the disposal group, and thus, no adjustment to the carrying value of the disposal group was necessary. Upon classification of the disposal group as held for sale, the Company ceased recording depletion expense for long-lived assets of the disposal group. The divestiture does not meet the criteria to be reported as discontinued operations as it did not represent a strategic shift for the Company. Therefore, the Company continued to report operating results for the assets held for sale in the Company’s Consolidated Statement of Operations.

The following is a summary of the carrying amounts of the major classes of assets and liabilities that were classified as held for sale:


	March 31, 2026
	(In thousands)
Assets held for sale
Current assets:
Cash and cash equivalents	$	7,960
Receivables	49
Inventories	36
Prepaid expenses and other	10,662
Total current assets	18,707

Non-current assets:
Property and equipment, net	408,895
Total non-current assets	408,895
Total assets held for sale	$	427,602

Liabilities held for sale
Current liabilities:
Accounts Payable	$	42,944
Accrued Liabilities	600
Total current liabilities	43,544

Long-term Liabilities
Asset retirement obligations	139,602
Deferred tax liabilities	120,999
Total long-term liabilities	260,601
Total liabilities held for sale	$	304,145

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4. Receivables

Receivables consisted of the following:


	March 31, 2026		December 31, 2025
	(In thousands)
Joint interest billings, net	$	13,770	$	17,255
Oil and gas sales	74,126		56,700
Other current receivables	22,614		29,517
Total receivables	$	110,510	$	103,472

Long-term receivables	$	465,649	$	458,793

The Company’s joint interest billings consist of receivables from partners with interests in common oil and gas properties operated by the Company for shared costs. Joint interest billings are classified as current and long-term receivables based on when collection is expected to occur.

Long-term receivables

In February 2019, Kosmos and BP signed Carry Advance Agreements with the national oil companies of Mauritania and Senegal obligating us to finance a portion of the respective national oil company’s share of certain development and production costs incurred for the GTA Phase 1 project through the Commercial Operations Date of the Gimi FLNG vessel. The Commercial Operations Date of the Gimi FLNG vessel was achieved in June 2025. As of March 31, 2026 and December 31, 2025, the balance due from the national oil companies including accrued interest was $443.9 million and $437.1 million, respectively, which is classified as Long-term receivables in our consolidated balance sheets. Interest income on the long-term notes receivable was $6.8 million and $5.4 million for the three months ended March 31, 2026 and 2025, respectively.

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5. Property and Equipment

Property and equipment is stated at cost and consisted of the following:


	March 31, 2026		December 31, 2025
	(In thousands)
Oil and gas properties:
Proved properties(1)	$	7,665,886	$	8,301,679
Unproved properties	212,030		210,161
Total oil and gas properties	7,877,916		8,511,840
Accumulated depletion	(4,512,941)		(4,780,826)
Oil and gas properties, net	3,364,975		3,731,014

Other property	68,299		68,255
Accumulated depreciation	(65,785)		(65,485)
Other property, net	2,514		2,770

Property and equipment, net	$	3,367,489	$	3,733,784

(1) As of March 31, 2026, proved properties includes $85.4 million of the TEN FPSO finance lease, see Note 7 - Leases.

We recorded depletion expense of $111.6 million and $111.3 million for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, the decrease in oil and gas properties is primarily due to oil and gas properties in the Ceiba and Okume Complex production assets located in Block G offshore Equatorial Guinea that are classified as held for sale. See Note 3 - Acquisitions and Divestitures. Additions to our proved properties during the three months ended March 31, 2026 primarily related to infill development costs in the Jubilee Field in Ghana. Additionally, 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. As a result, Kosmos recognized non-cash proved property additions of $85.4 million for our proportionate share of the finance lease asset with a corresponding finance lease liability in accrued liabilities. These non-cash impacts are excluded from the statement of cash flows.

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6. Suspended Well Costs

The following table reflects the Company’s capitalized exploratory well costs on drilled wells as of and during the three months ended March 31, 2026.


	March 31, 2026
	(In thousands)
Beginning balance	$	73,141
Additions to capitalized exploratory well costs pending the determination of proved reserves	2,297
Reclassification due to determination of proved reserves	—
Capitalized exploratory well costs charged to expense	—
Ending balance	$	75,438

The following table provides an aging of capitalized exploratory well costs based on the date drilling was completed and the number of projects for which exploratory well costs have been capitalized for more than one year since the completion of drilling:


	March 31, 2026		December 31, 2025
	(In thousands, except project counts)
Exploratory well costs capitalized for a period of one year or less	$	—	$	—
Exploratory well costs capitalized for a period of one to five years	75,438		73,141
Exploratory well costs capitalized for a period of six to ten years	—		—
Ending balance	$	75,438	$	73,141
Number of projects that have exploratory well costs that have been capitalized for a period greater than one year	1		1

As of March 31, 2026, the projects with exploratory well costs capitalized for more than one year since the completion of drilling are related to the Tiberius discovery in Keathley Canyon Block 964 in the Outer Wilcox play in the Gulf of America.

Tiberius Discovery — In July 2023, we spud the Tiberius infrastructure-led exploration prospect located in Block 964 of Keathley Canyon in the Gulf of America, which encountered hydrocarbon pay. Initial fluid and core analysis supports the production potential of the well, with characteristics analogous with similar nearby discoveries in the Wilcox trend. In March 2024, we completed the acquisition of an additional 16.7% participating interest in the Keathley Canyon Blocks 920 and 964, offshore Gulf of America. As a result of the transaction, Kosmos’ participating interest in the Tiberius discovery area increased from 33.3% to 50.0%. The Tiberius project is being progressed as a phased development with a final investment decision for the development achieved in March 2026.

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7. Leases

We have commitments under operating leases primarily related to office leases and as well as the commitment under the TEN FPSO finance lease. Our leases have initial lease terms ranging from one year to ten years. Certain lease agreements contain provisions for future rent increases.

Other information related to operating and finance leases at March 31, 2026 and December 31, 2025, is as follows:


	March 31, 2026		December 31, 2025
	(In thousands, except lease term discount rate)
Balance sheet classifications
Operating leases
Other assets (right-of-use assets)	$	9,307	$	10,059
Accrued liabilities (current maturities of leases)	2,793		2,777
Other long-term liabilities (non-current maturities of leases)	8,653		9,438
Finance leases
Property and equipment, net	85,377		—
Accrued liabilities	80,120		—

Future minimum rental commitments under our leases as of March 31, 2026, are as follows:


	Operating Leases(1)		Financing Leases(1)
	(In thousands)
2026(2)	$	2,847	$	35,820
2027	3,951		52,514
2028	3,744		—
2029	3,176		—
2030	—		—
Thereafter	—		—
Total undiscounted lease payments	$	13,718	$	88,334
Less: Imputed interest	(2,272)		(8,214)
Total lease liabilities	$	11,446	$	80,120

__________________________________

(1) Does not include purchase commitments for jointly owned fields and facilities where we are not the operator and excludes commitments for exploration activities, including well commitments, in our petroleum contracts.

(2) Represents the period April 1, 2026 through December 31, 2026

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8. Debt


	March 31, 2026		December 31, 2025
	(In thousands)
Outstanding debt principal balances:
Facility	$	1,000,000	$	1,200,000
7.125% Senior Notes	—		100,000
7.750% Senior Notes	100,173		350,000
7.500% Senior Notes	400,274		400,274
8.750% Senior Notes	500,000		500,000
3.125% Convertible Senior Notes	400,000		400,000
11.250% Senior Secured Bonds	350,000		—
GoA Term Loan Facility	196,429		150,000
Total long-term debt	2,946,876		3,100,274
Unamortized deferred financing costs and discounts(1)	(50,613)		(47,515)
Total debt, net	2,896,263		3,052,759
Less: Current maturities of long-term debt	(30,220)		(132,143)
Long-term debt, net	$	2,866,043	$	2,920,616

(1)Includes $23.2 million and $24.3 million of unamortized deferred financing costs related to the Facility, $8.6 million and $10.4 million of unamortized deferred financing costs and discounts related to the Senior Notes, and $8.6 million and $9.0 million of unamortized deferred financing costs related to the 3.125% Convertible Senior Notes, $6.3 million and $.8 million of unamortized deferred financing costs related to the 11.250% Senior Secured Bonds and $4.0 million and $3.0 million of unamortized deferred financing costs related to the GoA Term Loan Facility as of March 31, 2026 and December 31, 2025, respectively.

Facility

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 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. 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. 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. Final maturity of the Facility is December 31, 2029.

Interest on the Facility is the aggregate of the applicable margin (4.00% to 5.50%, depending on the length of time that has passed from the date the Facility was entered into), plus the term SOFR reference rate administered by CME Group Benchmark Administration Limited for the relevant period published. Interest is payable on the last day of each interest period (and, if the interest period is longer than six months, on the dates falling at six-month intervals after the first day of the interest period). We pay commitment fees on the undrawn and unavailable portion of the total commitments, if any. Commitment fees are equal to 30% per annum of the then-applicable respective margin when a commitment is available for utilization and, equal to 20% per annum of the then-applicable respective margin when a commitment is not available for utilization. We recognize interest expense in accordance with ASC 835 — Interest, which requires interest expense to be recognized using the effective interest method. We determined the effective interest rate based on the estimated level of borrowings under the Facility.

The Facility provides a revolving credit and letter of credit facility. As of March 31, 2026, we had no letters of credit issued under the Facility.

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 financial covenant test date to be calculated on March 31, 2026. 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

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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.

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.

We were in compliance with the financial covenants, as amended, contained in the Facility as of the most recent assessment date. The Facility contains customary cross default provisions.

7.125% Senior Notes due 2026

In April 2019, the Company issued $650.0 million of 7.125% Senior Notes and received net proceeds of approximately $640.0 million after deducting fees. The 7.125% Senior Notes mature on April 4, 2026.

On September 24, 2024, the Company completed the repurchase of an aggregate principal amount of $400.0 million of the 7.125% Senior Notes pursuant to the Company’s cash tender offers for portions of the 7.125% Senior Notes, the 7.750% Senior Notes, and the 7.500% Senior Notes announced on September 9, 2024 (the “Tender Offers”). In October 2025, we used proceeds from funding of the first tranche under the GoA Term Loan Facility to complete the partial redemption of an additional aggregate principal amount of $150.0 million of the 7.125% Senior Notes. In January 2026, we used the proceeds from funding the second tranche under the GoA Term Loan Facility, together with cash on hand, to complete the redemption of the remaining outstanding balance amount of $100.0 million of the 7.125% Senior Notes.

7.750% Senior Notes due 2027

In October 2021, the Company issued $400.0 million of 7.750% Senior Notes and received net proceeds of approximately $395.0 million after deducting fees. The 7.750% Senior Notes mature on May 1, 2027. Interest is payable in arrears each May 1 and November 1, commencing on May 1, 2022. The 7.750% Senior Notes are senior, unsecured obligations of Kosmos Energy Ltd. and rank equal in right of payment with all of its existing and future senior indebtedness (including all borrowings under the 7.500% Senior Notes, the 8.750% Senior Notes and the 3.125% Convertible Senior Notes) and rank effectively junior in right of payment to all of its existing and future secured indebtedness (including all borrowings under the Facility). The 7.750% Senior Notes are guaranteed on a senior, unsecured basis by certain subsidiaries owning the Company's Gulf of America assets, and on a subordinated, unsecured basis by certain subsidiaries that borrow under, or guarantee, the Facility and that guarantee the 7.500% Senior Notes, the 8.750% Senior Notes and the 3.125% Convertible Senior Notes.

On September 24, 2024, the Company completed the repurchase of an aggregate principal amount of $50.0 million of the 7.750% Senior Notes pursuant to the Tender Offers. In the first quarter of 2026, the Company used a portion of 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 pursuant to the Company’s cash tender offer announced on January 12, 2026 and open market repurchases. The 7.750% Senior Notes contain customary cross default provisions.

7.500% Senior Notes due 2028

In March 2021, the Company issued $450.0 million of 7.500% Senior Notes and received net proceeds of approximately $444.4 million after deducting fees. The 7.500% Senior Notes mature on March 1, 2028. Interest is payable in arrears each March 1 and September 1, commencing on September 1, 2021. The 7.500% Senior Notes are senior, unsecured obligations of Kosmos Energy Ltd. and rank equal in right of payment with all of its existing and future senior indebtedness (including all borrowings under the 7.750% Senior Notes, the 8.750% Senior Notes and the 3.125% Convertible Senior Notes) and rank effectively junior in right of payment to all of its existing and future secured indebtedness (including all borrowings under the Facility). The 7.500% Senior Notes are guaranteed on a senior, unsecured basis by certain subsidiaries owning the Company's Gulf of America assets, and on a subordinated, unsecured basis by certain subsidiaries that borrow under, or guarantee, the Facility and that guarantee the 7.750% Senior Notes, the 8.750% Senior Notes and the 3.125% Convertible Senior Notes.

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On September 24, 2024, the Company completed the repurchase of an aggregate principal amount of approximately $49.7 million of the 7.500% Senior Notes pursuant to the Tender Offers. The 7.500% Senior Notes contain customary cross default provisions.

8.750% Senior Notes due 2031

In September 2024, the Company issued $500.0 million of 8.750% Senior Notes (the “8.750% Senior Notes”) and received net proceeds of approximately $494.9 million after deducting fees. The 8.750% Senior Notes mature on October 1, 2031. Interest is payable in arrears each April 1 and October 1, commencing on April 1, 2025. The 8.750% Senior Notes are senior, unsecured obligations of Kosmos Energy Ltd. and rank equal in right of payment with all of its existing and future senior indebtedness (including all borrowings under the 7.750% Senior Notes, the 7.500% Senior Notes and the 3.125% Convertible Senior Notes) and rank effectively junior in right of payment to all of its existing and future secured indebtedness (including all borrowings under the Facility). The 8.750% Senior Notes are guaranteed on a senior, unsecured basis by certain subsidiaries owning the Company’s Gulf of America assets and on a subordinated, unsecured basis by certain subsidiaries that borrow under, or guarantee, the Facility and that guarantee the 7.750% Senior Notes, the 7.500% Senior Notes and the 3.125% Convertible Senior Notes. The 8.750% Senior Notes contain customary cross default provisions.

3.125% Convertible Senior Notes due 2030

In March 2024, the Company issued $400.0 million of 3.125% Convertible Senior Notes (the “3.125% Convertible Senior Notes”) and received net proceeds of $390.4 million after deducting fees. The 3.125% Convertible Senior Notes mature on March 15, 2030, unless earlier converted, redeemed or repurchased. Interest is payable in arrears each March 15 and September 15, commencing September 15, 2024. The 3.125% Convertible Senior Notes are senior, unsecured obligations of Kosmos Energy Ltd. and rank equal in right of payment with all of its existing and future senior indebtedness (including all borrowings under the 7.750% Senior Notes, the 7.500% Senior Notes and the 8.750% Senior Notes) and rank effectively junior in right of payment to all of its existing and future secured indebtedness (including all borrowings under the Facility, to the extent of the value of the assets securing such indebtedness). The 3.125% Convertible Senior Notes are guaranteed on a senior, unsecured basis by certain of our existing subsidiaries that guarantee on a senior basis the 7.750% Senior Notes, the 7.500% Senior Notes and the 8.750% Senior Notes, and, in certain circumstances, certain of our other existing or future subsidiaries. The 3.125% Convertible Senior Notes are guaranteed on a subordinated, unsecured basis by certain of our existing subsidiaries that borrow under or guarantee the Facility and guarantee on a subordinated basis the 7.750% Senior Notes, the 7.500% Senior Notes and the 8.750% Senior Notes, and, in certain circumstances, certain of our other existing or future subsidiaries.

The 3.125% Convertible Senior Notes indenture contains customary terms and covenants and cross default provisions.

The Company recorded the 3.125% Convertible Senior Notes, including the debt itself and all embedded derivatives, at cost less debt issuance costs of $9.6 million and has presented the 3.125% Convertible Senior Notes as a single financial instrument in Long-term debt, net in our consolidated balance sheet. No portion of the embedded derivatives required bifurcation from the host debt contract. As of March 31, 2026, the effective annual interest rate on the 3.125% Convertible Senior Notes is approximately 3.70%, including amortization of debt issuance costs.

The conversion rate for the 3.125% Convertible Senior Notes is initially 142.4501 shares of our common stock per $1,000 principal amount of 3.125% Convertible Senior Notes (which is the equivalent to an initial conversion price of approximately $7.02 per share of our common stock), subject to adjustments. As of March 31, 2026, no shares have been converted.

Capped Call Transactions

In connection with the issuance of the 3.125% Convertible Senior Notes, the Company used $49.8 million of the net proceeds from the issuance of the 3.125% Convertible Senior Notes to enter into capped call transactions (the “Capped Call Transactions”). The Capped Call Transactions are generally expected to reduce potential dilution to holders of our common stock upon any conversion of the 3.125% Convertible Senior Notes and/or offset any cash payments that we are required to make in excess of the principal amount of any 3.125% Convertible Senior Notes that are converted, as the case may be, with such reduction and/or offset subject to a cap.

The Capped Call Transactions qualify for a derivative scope exception as they are indexed to our common stock and are not required to be accounted for as a separate derivative. Consequently, the Capped Call Transactions have been included as a net reduction to additional-paid-in-capital within stockholders’ equity in our consolidated balance sheet and do not require subsequent remeasurement.

GoA Term Loan Facility

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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 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.

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.

The GoA Term Loan Facility contains customary affirmative and negative covenants, including covenants that affect our ability to incur additional indebtedness, create liens, merge, dispose of assets, and make distributions, dividends, investments or capital expenditures, among other things. The GoA Term Loan Facility requires the Company to maintain certain financial covenants including:

•the GoA field life coverage ratio (as defined in the glossary), not less than 1.50x; and

•the GoA net leverage ratio (as defined in the glossary), not more than 3.50x.

The GoA Term Loan Facility also includes certain representations and warranties, indemnities and events of default that, subject to materiality thresholds and grace periods, arise as a result of a payment of default, failure to comply with covenants, material inaccuracy of representation or warranty, and certain bankruptcy or insolvency proceedings. If there is an event of default, all or any portion of the outstanding indebtedness may be immediately due and payable and other rights may be exercised including against the collateral. We were in compliance with the covenants, representations and warranties contained in the GoA Term Loan Facility as of the most recent assessment date.

GTA Nordic bonds

In January 2026 the Company issued $350.0 million 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 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.

The GTA Nordic bonds mature in January 2031. Interest is payable semi-annually in arrears each July 29 and January 29, commencing on July 29, 2026. The GTA Nordic bonds were issued by Kosmos Energy GTA Holdings, a wholly-owned subsidiary of Kosmos Energy Ltd., and are fully and unconditionally guaranteed by the Company and the Company’s wholly-owned subsidiaries, Kosmos Energy Tortue Finance, Kosmos Energy Senegal, Kosmos Energy Investments Senegal Limited and Kosmos Energy Mauritania. The GTA Nordic bonds are also guaranteed on an unsecured basis by certain of the Company’s subsidiaries that also guarantee the Company’s existing senior unsecured notes.

At any time prior to July 29, 2028, the Company may, on any one or more occasions, redeem all or part of the GTA Nordic bonds at a redemption price equal to 100%, plus any accrued and unpaid interest, and plus a “make-whole” premium. On and after July 29, 2028, the Company may redeem all or part of the GTA Nordic bonds at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the notes redeemed:

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Year	Percentage
July 29, 2028 to, but not including, July 29, 2029	105.625	%
July 29, 2029 to, but not including, July 29, 2030	103.375	%
July 29, 2030 and thereafter	100.000	%

If the Company’s shares are no longer listed on the New York Stock Exchange or upon the occurrence of a change of control event, as defined in the Bond Terms for the GTA Nordic bonds, each Nordic bondholder shall have a right to require that the Company repurchase all or some of the GTA Nordic bonds held by that Nordic bondholder (a “Put Option”) at a repurchase price equal to 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase. If more than 90% of the outstanding GTA Nordic bonds have been repurchased as a result of the exercise of the Put Option, the Company will be entitled to repurchase all the remaining GTA Nordic bonds at a price equal to 101% of the principal amount.

The Bond Terms governing the GTA Nordic bonds restrict the ability of Kosmos Energy GTA Holdings, Kosmos Energy Tortue Finance, Kosmos Energy Senegal, Kosmos Energy Investments Senegal Limited and Kosmos Energy Mauritania to, among other things: incur or guarantee additional indebtedness, create liens, sell assets, enter into transactions with affiliates, or effect certain consolidations, mergers or amalgamations.

The Bond Terms governing the GTA Nordic bonds also require Kosmos Energy GTA Holdings to maintain certain financial covenants including:

•Minimum Liquidity (as defined in the Bond Terms) of not less than $17.5 million or 5% of the outstanding GTA Nordic bonds, whichever is greater; and

•an Asset Coverage Ratio (as defined in the Bond Terms) of at least 1.25x

We were in compliance with the financial covenants as of the most recent assessment date. The GTA Nordic bonds contains customary cross default provisions.

Principal Debt Repayments

At March 31, 2026, the estimated repayments of debt during the five fiscal year periods and thereafter are as follows:


	Payments Due by Year
	Total		2026(2)		2027		2028		2029		2030		Thereafter
	(In thousands)
Principal debt repayments(1)	$	2,946,876	$	15,110	$	281,061	$	846,222	$	554,483	$	400,000	$	850,000

__________________________________

(1)Includes the scheduled maturities for outstanding principal debt balances. The scheduled maturities of debt related to the Facility as of March 31, 2026 are based on our level of borrowings and our estimated future available borrowing base commitment levels in future periods. 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.

(2)Represents payments for the period April 1, 2026 through December 31, 2026.

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Interest and other financing costs, net

Interest and other financing costs, net incurred during the periods is comprised of the following:


	Three Months Ended March 31,
	2026		2025
	(In thousands)
Interest expense	$	61,056	$	55,846
Amortization—deferred financing costs	2,592		1,884
Debt modifications and extinguishments	(1,217)		—
Capitalized interest	(1,867)		(4,193)
Deferred interest	(2,715)		(2,042)
Interest income	(7,875)		(8,096)
Other, net	8,828		8,443
Interest and other financing costs, net	$	58,802	$	51,842

9. Derivative Financial Instruments

We use financial derivative contracts to manage exposures to commodity price and interest rate fluctuations. We do not hold or issue derivative financial instruments for trading purposes.

We manage market and counterparty credit risk in accordance with our policies and guidelines. In accordance with these policies and guidelines, our management determines the appropriate timing and extent of derivative transactions. We have included an estimate of non-performance risk in the fair value measurement of our derivative contracts as required by ASC 820 — Fair Value Measurement.

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Oil Derivative Contracts

The following table sets forth the volumes in barrels underlying the Company’s outstanding oil derivative contracts and the weighted average prices per Bbl for those contracts as of March 31, 2026. Volumes and weighted average prices are net of any offsetting derivative contracts entered into.


				Weighted Average Price per Bbl
				Net Deferred
				Premium
				Payable/				Sold
Term	Type of Contract	Index	MBbl	(Receivable)		Swap		Put		Floor		Ceiling
2026:
Apr - Jun	Two-way collars	Dated Brent	500	$	1.55	$	—	$	—	$	60.00	$	74.75
Apr - Dec	Three-way collars	Dated Brent	1,500	—		—		50.00		60.00		75.51
Apr - Jun	Swaps(1)	Dated Brent	500	—		72.90		—		—		80.00
Apr - Dec	Swaps(1)	Dated Brent	750	—		72.46		—		—		80.00
Apr - Dec	Swaps(1)	Dated Brent	1,500	—		69.70		55.00		—		—
Apr - Dec	Swaps(1)	NYMEX WTI	1,125	—		64.83		50.00		—		—
2027:
Jan - Dec	Three-way collars	Dated Brent	2,000	0.40		—		47.50		60.00		75.00
Jan - Jun	Three-way collars	Dated Brent	2,000	0.03		—		55.00		70.00		85.00

__________________________________

(1)Includes option contracts sold to counterparties to enhance Swaps.

In April 2026, we bought an $80.00 by $100.00 Dated Brent call spread on 0.6 MMBbl, which effectively raises the ceiling on a portion of our sold calls to $100.00 per barrel from June 2026 through December 2026.

The following tables disclose the Company’s derivative instruments as of March 31, 2026 and December 31, 2025, and gain/(loss) from derivatives during the three months ended March 31, 2026 and 2025, respectively:


		Estimated Fair Value
		Asset (Liability)
Type of Contract	Balance Sheet Location	March 31, 2026		December 31, 2025
		(In thousands)
Derivatives not designated as hedging instruments:
Derivative assets:
Commodity	Derivatives assets—current	$	—	$	47,816


Commodity	Derivatives assets—long-term	—		2,681
Derivative liabilities:
Commodity	Derivatives liabilities—current	(156,243)		—


Commodity	Derivatives liabilities—long-term	(14,915)		—

Total derivatives not designated as hedging instruments		$	(171,158)	$	50,497


		Amount of Gain/(Loss)
		Three Months Ended
		March 31,
Type of Contract	Location of Gain/(Loss)	2026		2025
		(In thousands)
Derivatives not designated as hedging instruments:
Provisional sales contracts	Oil and gas revenue	$	(50,980)	$	(827)
Commodity	Derivatives, net	(251,996)		(6,732)
Interest rate	Interest expense	—		(27)
Total derivatives not designated as hedging instruments		$	(302,976)	$	(7,586)

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Offsetting of Derivative Assets and Derivative Liabilities

Our derivative instruments which are subject to master netting arrangements with our counterparties only have the right of offset when there is an event of default. As of March 31, 2026 and December 31, 2025, there was not an event of default and, therefore, the associated gross asset or gross liability amounts related to these arrangements are presented on the consolidated balance sheets.

10. Fair Value Measurements

In accordance with ASC 820 — Fair Value Measurement, fair value measurements are based upon inputs that market participants use in pricing an asset or liability, which are classified into two categories: observable inputs and unobservable inputs. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect a company’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. We prioritize the inputs used in measuring fair value into the following fair value hierarchy:

•Level 1 — quoted prices for identical assets or liabilities in active markets.

•Level 2 — quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs derived principally from or corroborated by observable market data by correlation or other means.

•Level 3 — unobservable inputs for the asset or liability. The fair value input hierarchy level to which an asset or liability measurement in its entirety falls is determined based on the lowest level input that is significant to the measurement in its entirety.

The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, for each fair value hierarchy level:


	Fair Value Measurements Using:
	Quoted Prices in
	Active Markets for		Significant Other		Significant
	Identical Assets		Observable Inputs		Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
	(In thousands)
March 31, 2026
Assets:



Debt securities held in decommissioning trust fund	$	—	$	35,462	$	—	$	35,462
Liabilities:
Commodity derivatives	—		(171,158)		—		(171,158)


Total	$	—	$	(135,696)	$	—	$	(135,696)
December 31, 2025
Assets:
Commodity derivatives	$	—	$	50,497	$	—	$	50,497


Debt securities held in decommissioning trust fund	—		23,707		—		23,707




Total	$	—	$	74,204	$	—	$	74,204

The book values of cash and cash equivalents and restricted cash approximate fair value based on Level 1 inputs. Joint interest billings, oil and gas sales and other receivables, and accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. Our long-term receivables, after any allowances for credit losses, and other long-term assets approximate fair value. The estimates of fair value of these items are based on Level 2 inputs.

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Commodity Derivatives

Our commodity derivatives represent swaps, crude oil collars, put options and call options for notional barrels of oil at fixed Dated Brent and NYMEX WTI oil prices. The values attributable to our oil derivatives are based on (i) the contracted notional volumes, (ii) independent active futures price quotes for the respective index, (iii) a credit-adjusted yield curve applicable to each counterparty by reference to the credit default swap (“CDS”) market and (iv) an independently sourced estimate of volatility for the respective index. The volatility estimate was provided by certain independent brokers who are active in buying and selling oil options and was corroborated by market-quoted volatility factors. The deferred premium is included in the fair market value of the commodity derivatives. See Note 9 — Derivative Financial Instruments for additional information regarding the Company’s derivative instruments.

Provisional Sales Contracts

The value attributable to provisional sales contracts derivative is based on (i) the sales volumes and (ii) the difference in the independent active futures price quotes for the respective index over the term of the pricing period designated in the sales contract and the spot price on the date of sale.

Decommissioning Trust Fund

In April 2024, a decommissioning trust agreement with the Jubilee unit partners to cash fund future retirement costs associated with the Jubilee Field was finalized. Each partner will contribute annually to the trust in proportion to its respective paying interest of the estimated future dismantlement, abandonment and restoration costs associated with the decommissioning of the Jubilee Field. Contributions to the trust are used by the trustee of the fund, the Bank of Ghana, to purchase and sell authorized securities at the direction of the Jubilee unit partners.

As of March 31, 2026, the investments held in the decommissioning trust fund are US Treasury debt securities. We have classified the investments as trading securities and recorded such investments at fair market value as a long-term investment in our consolidated balance sheet using observable inputs including Kosmos’ share of the fund and broker/dealer bid/ask prices of the investments held by the fund at March 31, 2026. Contributions made to the decommissioning trust are reported as investing activities in our consolidated cash flows. All realized and unrealized gains and losses resulting from the sales and maturities or changes in fair value of the securities are recognized in Other income, net. During the three months ended March 31, 2026 and 2025, we contributed $11.6 million and $11.5 million to the decommissioning trust fund, respectively.

The following table summarizes the cost and fair value, purchases, proceeds from the sale and maturities, and the unrealized gains (losses) for Kosmos’ portion of the investments in debt securities held by the decommissioning trust during the three months ended March 31, 2026 and 2025:


	Three Months Ended March 31,
Type of Security	Purchases		Net Proceeds (1)		Unrealized Gain (Loss)
	(In thousands)
2026
Debt securities	$	11,843	$	—	$	(88)
Cash and cash equivalents	—		7		—
Other(1)	—		25		—
Total	$	11,843	$	32	$	(88)
2025
Debt securities	$	12,206	$	—	$	109
Cash and cash equivalents	—		(747)		—
Other(1)	—		143		—
Total	$	12,206	$	(604)	$	109

(1) Represents net receivables relating to interest.

The following table presents the costs and fair values of investments in debt securities held in the decommissioning trust fund according to the contractual maturities at March 31, 2026 and December 31, 2025:

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	March 31, 2026				December 31, 2025
	Cost		Estimated Fair Value		Cost		Estimated Fair Value
	(In thousands)
Less than 5 years	$	35,408	$	35,462	$	23,565	$	23,707
5 years to 10 years	—		—		—		—
Due after 10 years	—		—		—		—
Total	$	35,408	$	35,462	$	23,565	$	23,707

Debt

The following table presents the carrying values and fair values at March 31, 2026 and December 31, 2025:


	March 31, 2026				December 31, 2025
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(In thousands)
7.125% Senior Notes	$	—	$	—	$	99,942	$	99,303
7.750% Senior Notes	99,881		100,020		348,757		321,394
7.500% Senior Notes	398,624		384,163		398,426		270,125
8.750% Senior Notes	495,713		439,170		495,564		283,575
3.125% Convertible Senior Notes	393,479		309,600		393,097		172,704
11.250% Senior Secured Bonds	350,000		372,026		—		—
GoA Term Loan Facility	196,429		196,429		150,000		150,000
Facility	1,000,000		1,000,000		1,200,000		1,200,000
Total	$	2,934,126	$	2,801,408	$	3,085,786	$	2,497,101

The carrying values of our 7.125% Senior Notes, 7.750% Senior Notes, 7.500% Senior Notes, 8.750% Senior Notes and 3.125% Convertible Senior Notes represent the principal amounts outstanding less unamortized discounts. The fair values of our 7.125% Senior Notes, 7.750% Senior Notes, 7.500% Senior Notes, 8.750% Senior Notes, 3.125% Convertible Senior Notes and 11.250% Senior Secured Bonds are based on quoted market prices, which results in a Level 1 fair value measurement. The carrying value of the GoA Term Loan Facility and Facility approximates fair value since they are subject to short-term floating interest rates that approximate the rates available to us for those periods.

Nonrecurring Fair Value Measurements - Long-lived assets

Certain long-lived assets are reported at fair value on a non-recurring basis on the Company's consolidated balance sheet. These long-lived assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances. Our long-lived assets are reviewed for impairment when changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company calculates the estimated fair values of its long-lived assets using the income approach described in the ASC 820 — Fair Value Measurements. Significant inputs associated with the calculation of estimated discounted future net cash flows include anticipated future production, pricing estimates, capital and operating costs, market-based weighted average cost of capital, and risk adjustment factors applied to reserves. These are classified as Level 3 fair value assumptions. The Company utilizes an average of third-party industry forecasts of Dated Brent, adjusted for location and quality differentials, to determine our pricing assumptions. In order to evaluate the sensitivity of the assumptions, we analyze sensitivities to prices, production, and risk adjustment factors.

During the three months ended March 31, 2026 and 2025, the Company did not recognize impairment of proved oil and gas properties. If we experience material declines in oil pricing expectations in the future, significant increases in our estimated future expenditures or a significant decrease in our estimated production profile, our long-lived assets could be at risk of impairment.

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11. Equity-based Compensation

Restricted Stock Units

We record equity-based compensation expense equal to the fair value of share-based payments over the vesting periods of the LTIP awards. We recorded compensation expense from awards granted under our LTIP of $6.0 million and $8.4 million during the three months ended March 31, 2026 and 2025, respectively. The total tax benefit for the three months ended March 31, 2026 and 2025 was $1.0 million and $1.4 million, respectively. Additionally, we recorded a net tax shortfall (windfall) related to equity-based compensation of $7.7 million and $3.1 million for the three months ended March 31, 2026 and 2025, respectively. The fair value of awards vested during the three months ended March 31, 2026 and 2025 was $3.7 million and $19.1 million, respectively. The Company granted restricted stock units with service vesting criteria and a combination of market and service vesting criteria under the LTIP. Substantially all of these grants vest over three years. Upon vesting, restricted stock units become issued and outstanding stock.

For restricted stock units with a combination of market and service vesting criteria, the number of common shares to be issued is determined by comparing the Company’s total shareholder return with the total shareholder return of a predetermined group of peer companies over the performance period and can vest in up to 200% of the awards granted. The grant date fair value ranged from $1.94 to $13.06 per award. The Monte Carlo simulation model utilized multiple input variables that determined the probability of satisfying the market condition stipulated in the award grant and calculated the fair value of the award. The expected volatility utilized in the model was estimated using our historical volatility and the historical volatilities of our peer companies and ranged from 58.0% to 105.0%. The risk-free interest rate was based on the U.S. treasury rate for a term commensurate with the expected life of the grant and ranged from 1.3% to 4.2%.

The following table reflects the outstanding restricted stock units as of March 31, 2026:


		Weighted-		Market / Service	Weighted-
	Service Vesting	Average		Vesting	Average
	Restricted Stock	Grant-Date		Restricted Stock	Grant-Date
	Units	Fair Value		Units	Fair Value
	(In thousands)			(In thousands)
Outstanding at December 31, 2025	5,073	$	4.59	8,105	$	8.43
Granted(1)	3,201	1.04		4,188	1.94
Forfeited(1)	(804)	1.08		(195)	4.42
Vested	(2,115)	5.33		(583)	12.25
Outstanding at March 31, 2026	5,355	$	2.69	11,515	$	4.27

__________________________________

(1)The restricted stock units with a combination of market and service vesting criteria may vest between 0% and 200% of the originally granted units depending upon market performance conditions. Awards vesting over or under target shares of 100% results in additional shares granted or forfeited, respectively, in the period the market vesting criteria is determined.

As of March 31, 2026, total equity-based compensation to be recognized on unvested restricted stock units is $25.7 million over a weighted average period of 1.93 years. At March 31, 2026, the Company had approximately 2.1 million shares that remain available for issuance under the LTIP.

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12. Income Taxes

We evaluate our estimated annual effective income tax rate each quarter, based on current and forecasted business results and enacted tax laws, and apply this tax rate to our ordinary income or loss to calculate our estimated tax expense or benefit. The Company excludes zero statutory tax rate and tax-exempt jurisdictions from our evaluation of the estimated annual effective income tax rate. The tax effect of discrete items are recognized in the period in which they occur at the applicable statutory tax rate.

Income before income taxes is composed of the following:


	Three Months Ended March 31,
	2026		2025
	(In thousands)
United States	$	(51,596)	$	(60,770)
Foreign (1)	(189,491)		(33,261)
Income before income taxes	$	(241,087)	$	(94,031)

(1) Foreign tax expense includes amounts related to Ceiba and Okume Complex located in Block G offshore Equatorial Guinea, which has been classified as assets held for sale. See Note 3 - Acquisitions and Divestitures for additional information.

For the three months ended March 31, 2026 and 2025, our effective tax rate was 6% and (18)%, respectively. For the three months ended March 31, 2026 and March 31, 2025, our overall effective tax rate was impacted by:

•The difference in our 21% U.S. income tax reporting rate and the statutory income tax rates applicable to our foreign operations, primarily in Ghana and Equatorial Guinea,

•Jurisdictions that have a 0% statutory tax rate or that are exempt,

•Jurisdictions where we have incurred losses and have recorded valuation allowances against the corresponding deferred tax assets, and

•Other non-deductible expenses

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13. Net Loss Per Share

The following table is a reconciliation between net loss and the amounts used to compute basic and diluted net loss per share and the weighted average shares outstanding used to compute basic and diluted net loss per share. Potentially dilutive securities include shares issuable upon conversion of our 3.125% Convertible Senior Notes using the if-converted method and restricted stock units awards under our equity-based compensation plan.


	Three Months Ended
	March 31,
	2026		2025
	(In thousands, except per share data)
Numerator:
Net loss allocable to common stockholders	$	(225,574)	$	(110,606)




Denominator:
Weighted average number of shares outstanding:
Basic	506,198		475,681
Restricted stock units(1)	—		—
Shares issuable assuming conversion of 3.125% Convertible Senior Notes(2)	—		—
Diluted	506,198		475,681
Net loss per share:
Basic	$	(0.45)	$	(0.23)
Diluted	$	(0.45)	$	(0.23)

__________________________________

(1)We excluded restricted stock units of 14.2 million and 7.9 million for the three months ended March 31, 2026 and 2025, respectively, from the computations of diluted net loss per share because the effect would have been anti-dilutive.

(2)Represents the dilutive impact for the Company’s 3.125% Convertible Senior Notes due 2030. As of March 31, 2026, the if-converted value is less than the outstanding principal of the 3.125% Convertible Senior Notes and therefore anti-dilutive. The 3.125% Convertible Senior Notes are subject to a capped call arrangement that potentially reduces the dilutive effect. Any potential impact of the capped call arrangement is excluded from this table as any proceeds under the capped call arrangement are considered anti-dilutive.

On March 10, 2026 the Company launched and priced a registered underwritten public offering of 112.1 million shares of common stock, par value $0.01, resulting in net proceeds to Kosmos of approximately $206.4 million. The offering closed on March 12, 2026.

14. Commitments and Contingencies

From time to time, we are involved in litigation, regulatory examinations and administrative proceedings primarily arising in the ordinary course of our business in jurisdictions in which we do business. Although the outcome of these matters cannot be predicted with certainty, management believes that the likelihood of an unfavorable outcome having a material impact is neither reasonably possible nor probable of occurring.

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.

In April 2024, a decommissioning trust agreement with the Jubilee unit partners to cash fund future retirement costs associated with the Jubilee Field was finalized. The operator currently estimates the total remaining commitment to be approximately $111.0 million as of March 31, 2026, net to Kosmos, which will be funded annually by Kosmos over an estimated fourteen year period.

Performance Obligations

As of March 31, 2026 and December 31, 2025, the Company had performance and supplemental bonds totaling $150.5 million and $151.6 million, respectively, related to bonding requirements stipulated by the BOEM and other third parties for anticipated plugging and abandonment costs of certain wells and the removal of certain facilities in our Gulf of America fields.

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Once the Tortue Phase 1 SPA Commercial Operations Date was achieved in February 2026, we have a commitment to our buyer under the Tortue Phase 1 SPA, BP Gas Marketing Limited, to deliver our proportionate share of a minimum annual contract quantity of LNG of 127,951,000 MMBtu, which is equivalent to approximately 2.45 million tonnes per annum, subject to certain downward adjustments by the sellers. Under certain circumstances, in the event the annual quantities provided are lower than the minimum annual contract quantity, Kosmos may be obligated to credit or pay a portion of the Contract Price to BP Gas Marketing Limited for the shortfall volumes.

In February 2026, Tullow, 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. We have a commitment to Tullow for our proportionate share of the gross purchase price.

15. Additional Financial Information

Accrued Liabilities

Accrued liabilities consisted of the following:


	March 31, 2026		December 31, 2025
	(In thousands)
Accrued liabilities:
Exploration, development and production	$	42,469	$	57,007
Revenue payable	17,038		69,273
Current asset retirement obligations	10,481		10,481
Finance lease liability	80,120		—
General and administrative expenses	15,025		4,916
Interest	97,093		67,830
Income taxes	24,092		16,050
Taxes other than income	1,632		1,305
Derivatives	32,567		125
Other	11,561		10,622
Total	$	332,078	$	237,609

Asset Retirement Obligations

The following table summarizes the changes in the Company's asset retirement obligations as of and during the three months ended March 31, 2026:


	March 31, 2026
	(In thousands)
Asset retirement obligations:
Beginning asset retirement obligations	$	337,497
Liabilities incurred during period	958
Liabilities settled during period	(129)
Revisions in estimated retirement obligations	129
Accretion expense	7,925
Ending asset retirement obligations	$	346,380
Less liabilities held for sale	139,602
Ending asset retirement obligations in the consolidated balance sheets	$	206,778

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16. Business Segment Information

Kosmos is engaged in a single line of business, which is the exploration, development and production of oil and gas. At March 31, 2026, the Company had operations in four geographic reporting segments: Ghana, Equatorial Guinea, Mauritania/Senegal and the Gulf of America. The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer, who makes decisions about allocating resources and assessing performance for the entire company. To assess performance of the reporting segments, the CODM regularly reviews oil and gas revenues, oil and gas production costs, exploration expenses and capital expenditures by reporting segment in deciding how to allocate resources and in assessing performance. Capital expenditures, as defined by the Company, may not be comparable to similarly titled measures used by other companies and should be considered in conjunction with our consolidated financial statements and notes thereto. Financial information for each area is presented below:


	Ghana		Equatorial Guinea(2)		Mauritania/Senegal		Gulf of America		Corporate & Other		Eliminations		Total
	(In thousands)
Three months ended March 31, 2026
Revenues and other income:
Oil and gas revenue	$	201,264	$	22,395	$	52,267	$	94,802	$	—	$	—	$	370,728

Other income, net	169		—		—		57		291,361		(291,418)		169
Total revenues and other income	201,433		22,395		52,267		94,859		291,361		(291,418)		370,897
Costs and expenses:
Oil and gas production	28,424		14,853		55,341		31,977		—		—		130,595
Exploration expenses	3		1,114		336		4,014		14,277		—		19,744
General and administrative	3,939		1,465		2,710		5,804		53,214		(39,422)		27,710
Depletion, depreciation and amortization	53,517		4,121		30,796		31,286		153		—		119,873

Interest and other financing costs, net(1)	11,763		(34)		5,582		2,373		39,118		—		58,802
Derivatives, net	—		—		—		—		251,996		—		251,996
Other expenses, net	154,948		68,068		724		30,491		1,029		(251,996)		3,264
Total costs and expenses	252,594		89,587		95,489		105,945		359,787		(291,418)		611,984
Income (loss) before income taxes	(51,161)		(67,192)		(43,222)		(11,086)		(68,426)		—		(241,087)
Income tax expense (benefit)	(17,548)		650		—		1		1,384		—		(15,513)
Net income (loss)	$	(33,613)	$	(67,842)	$	(43,222)	$	(11,087)	$	(69,810)	$	—	$	(225,574)

Consolidated capital expenditures, net	$	69,611	$	509	$	2,050	$	18,525	$	784	$	—	$	91,479

As of March 31, 2026
Property and equipment, net	$	987,893	$	13,620	$	1,878,714	$	485,064	$	2,198	$	—	$	3,367,489
Total assets	$	3,353,013	$	2,664,929	$	6,389,681	$	3,799,340	$	29,742,908	$	(41,166,429)	$	4,783,442

______________________________________

(1)Interest expense is recorded based on actual third-party and intercompany debt agreements. Capitalized interest is recorded on the business unit where the assets reside.

(2)The Ceiba and Okume Complex production assets located in Block G offshore Equatorial Guinea have been classified as held for sale as of March 31, 2026. See Note 3 - Acquisitions and Divestitures for additional information.

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	Ghana		Equatorial Guinea		Mauritania/Senegal		Gulf of America		Corporate & Other		Eliminations		Total
	(In thousands)
Three months ended March 31, 2025
Revenues and other income:
Oil and gas revenue	$	151,253	$	34,407	$	2,697	$	101,778	$	—	$	—	$	290,135

Other income, net	252		—		—		490		46,790		(47,236)		296
Total revenues and other income	151,505		34,407		2,697		102,268		46,790		(47,236)		290,431
Costs and expenses:
Oil and gas production	41,310		16,978		58,101		50,919		—		—		167,308
Exploration expenses	45		2,361		1,618		4,495		1,150		—		9,669
General and administrative	3,285		1,821		2,528		5,184		53,941		(40,504)		26,255
Depletion, depreciation and amortization	44,817		15,100		2,917		57,675		158		—		120,667

Interest and other financing costs, net(1)	11,141		(67)		(1,014)		(2,020)		43,802		—		51,842
Derivatives, net	—		—		—		—		6,732		—		6,732
Other expenses, net	5,196		1,526		715		1,347		(63)		(6,732)		1,989
Total costs and expenses	105,794		37,719		64,865		117,600		105,720		(47,236)		384,462
Income (loss) before income taxes	45,711		(3,312)		(62,168)		(15,332)		(58,930)		—		(94,031)
Income tax expense (benefit)	16,676		(601)		—		(111)		611		—		16,575
Net income (loss)	$	29,035	$	(2,711)	$	(62,168)	$	(15,221)	$	(59,541)	$	—	$	(110,606)

Consolidated capital expenditures, net	$	18,958	$	(1,357)	$	49,013	$	18,331	$	1,243	$	—	$	86,188

As of March 31, 2025
Property and equipment, net	$	963,977	$	466,204	$	2,105,186	$	861,330	$	16,359	$	—	$	4,413,056
Total assets	$	3,652,535	$	2,470,169	$	3,231,623	$	4,101,688	$	26,285,260	$	(34,471,861)	$	5,269,414

______________________________________

(1)Interest expense is recorded based on actual third-party and intercompany debt agreements. Capitalized interest is recorded on the business unit where the assets reside.


	Three Months Ended March 31,
	2026		2025
	(In thousands)
Consolidated capital expenditures:
Consolidated Statements of Cash Flows - Investing activities:
Oil and gas assets	$	87,047	$	90,245


Adjustments:
Changes in capital accruals	380		(7,852)
Exploration expense, excluding unsuccessful well costs and leasehold impairments(1)	5,203		7,766
Capitalized interest	(1,867)		(4,193)
Other	716		222
Total consolidated capital expenditures, net	$	91,479	$	86,188

______________________________________

(1)Costs related to unsuccessful exploratory wells and leaseholds that are subsequently written off to Exploration expense are included in oil and gas assets when incurred.

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

The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto contained herein and our annual financial statements for the year ended December 31, 2025, included in our annual report on Form 10-K along with the section Management’s Discussion and Analysis of financial condition and Results of Operations contained in such annual report. Any terms used but not defined in the following discussion have the same meaning given to them in the annual report. Our discussion and analysis includes forward-looking statements that involve risks and uncertainties and should be read in conjunction with “Risk Factors” under Item 1A of this report and in the annual report, along with “Forward-Looking Information” at the end of this section for information about the risks and uncertainties that could cause our actual results to be materially different than our forward-looking statements.

Overview

Recent Developments

Corporate

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.

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.

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.

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.

Ghana

During the first quarter of 2026, Ghana production averaged approximately 103,300 Boepd gross (35,400 Boepd net).

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.

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

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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.

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.

Gulf of America

Production from the Gulf of America averaged approximately 16,800 Boepd net (~84% oil) for the first quarter of 2026.

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.

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.

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.

Equatorial Guinea

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.

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.

In the first quarter of 2026, we withdrew from Block EG-01 offshore Equatorial Guinea.

Mauritania and Senegal

Greater Tortue Ahmeyim (GTA) Field

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.

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Sao Tome and Principe

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.

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Results of Operations

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:


	Three Months Ended March 31,
	2026(2)			2025
	(In thousands, except per volume data)
Sales volumes:
Oil (MBbl)	4,414			3,659
Gas (MMcf)	12,749			4,172
NGL (MBbl)	104			91
Total (MBoe)	6,643			4,445
Total (Boepd)	73,809			49,393

Revenues:
Oil sales	$	297,011		$	270,405
Gas sales	72,104			17,629
NGL sales	1,613			2,101
Total oil and gas revenue	$	370,728		$	290,135

Average oil sales price per Bbl	$	67.29		$	73.90
Average gas sales price per Mcf	5.66			4.23
Average NGL sales price per Bbl	15.51			23.09
Average total sales price per Boe	$	55.81		$	65.27

Costs:
Oil and gas production, excluding workovers	$	127,956		$	153,627
Oil and gas production, workovers	2,639			13,681
Total oil and gas production costs	$	130,595	(1)	$	167,308	(1)

Depletion, depreciation and amortization	$	119,873		$	120,667

Average cost per Boe:
Oil and gas production, excluding workovers	$	19.26		$	34.56
Oil and gas production, workovers	0.40			3.08
Total oil and gas production costs	$	19.66	(1)	$	37.64	(1)

Depletion, depreciation and amortization	18.05			27.14
Total	$	37.71		$	64.78

______________________________________

(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.

(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.

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The following table shows the number of wells in the process of being drilled or in active completion stages, and the number of wells suspended or waiting on completion as of March 31, 2026:


	Actively Drilling or				Wells Suspended or
	Completing				Waiting on Completion
	Exploration		Development		Exploration		Development
	Gross	Net	Gross	Net	Gross	Net	Gross	Net
Ghana
Jubilee Unit	—	—	1	0.39	—	—	6	2.32
TEN	—	—	—	—	—	—	5	1.02
Equatorial Guinea
Block G	—	—	—	—	—	—	1	0.40
Gulf of America


Tiberius	—	—	—	—	1	0.50	—	—
Mauritania / Senegal
Greater Tortue Ahmeyim	—	—	—	—	1	0.27	—	—
Total	—	—	1	0.39	2	0.77	12	3.74

______________________________________

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.

Three months ended March 31, 2026 compared to three months ended March 31, 2025


	Three Months Ended
	March 31,				Increase
	2026(2)		2025		(Decrease)
	(In thousands)
Revenues and other income:
Oil and gas revenue	$	370,728	$	290,135	$	80,593

Other income, net	169		296		(127)
Total revenues and other income	370,897		290,431		80,466
Costs and expenses:
Oil and gas production	130,595		167,308		(36,713)
Exploration expenses	19,744		9,669		10,075
General and administrative	27,710		26,255		1,455
Depletion, depreciation and amortization	119,873		120,667		(794)

Interest and other financing costs, net	58,802		51,842		6,960
Derivatives, net	251,996		6,732		245,264
Other expenses, net	3,264		1,989		1,275
Total costs and expenses	611,984		384,462		227,522
Loss before income taxes	(241,087)		(94,031)		(147,056)
Income tax expense (benefit)	(15,513)		16,575		(32,088)
Net loss	$	(225,574)	$	(110,606)	$	(114,968)

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

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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.

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.

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.

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.

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.

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.

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.

Income tax expense. For the three months ended March 31, 2026 and 2025, changes to our effective tax rates are driven by which tax jurisdictions our income (loss) before income taxes is generated. The jurisdictions in which we operate have statutory tax rates ranging from 0% to 35%.

Liquidity and Capital Resources

We are actively engaged in an ongoing process of anticipating and meeting our funding requirements related to our strategy as a deepwater exploration and production company. We have historically met our funding requirements through cash flows generated from our operating activities and obtained additional funding from issuances of equity and debt, as well as partner carries.

Oil prices are historically volatile and could negatively impact our ability to generate sufficient operating cash flows to meet our funding requirements. This oil price volatility could impact our ability to comply with our financial covenants. To partially mitigate this price volatility, we maintain an active hedging program and review our capital spending program on a regular basis. Our investment decisions are based on longer-term commodity prices based on the nature of our projects and development plans. Current commodity prices, combined with our hedging program and our current liquidity position is expected to support our remaining capital program for 2026.

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.

Our future financial condition and liquidity can be impacted by, among other factors, the success of our exploration, appraisal and exploitation drilling programs, the number of commercially viable oil and natural gas discoveries made and the quantities of oil and natural gas discovered, the speed with which we can bring such discoveries to production, the reliability of our oil and gas production facilities, our ability to continuously export oil, natural gas and LNG and our ability to secure and maintain partners and their alignment with respect to capital plans, the actual cost of exploration, appraisal, exploitation and development of our oil and natural gas assets, and coverage of any claims under our insurance policies.

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Sources and Uses of Cash

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:


	Three Months Ended
	March 31,
	2026		2025
	(In thousands)
Sources of cash, cash equivalents and restricted cash:
Net cash provided by (used in) operating activities	$	106,556	$	(888)
Borrowings under long-term debt	124,167		100,000
Net proceeds from issuance of senior notes and bonds	350,000		—
Net proceeds from issuance of common stock	206,440		—

	787,163		99,112
Uses of cash, cash equivalents and restricted cash:
Oil and gas assets	87,047		90,245

Notes receivable and other investing activities	11,598		44,048
Payments on long-term debt	277,738		—

Repurchase and redemption of senior notes	346,984		—

Payments on finance lease	5,262		—
Other financing costs	7,731		—
	736,360		134,293
Increase (decrease) in cash, cash equivalents and restricted cash	$	50,803	$	(35,181)

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.

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The following table presents our liquidity and financial position as of March 31, 2026 and December 31, 2025:


	March 31, 2026		December 31, 2025
	(In thousands)
Outstanding debt principal balances:
Facility	$	1,000,000	$	1,200,000
7.125% Senior Notes	—		100,000
7.750% Senior Notes	100,173		350,000
7.500% Senior Notes	400,274		400,274
8.750% Senior Notes	500,000		500,000
3.125% Convertible Senior Notes	400,000		400,000
11.250% Senior Secured Bonds	350,000		—
GoA Term Loan Facility	196,429		150,000
Total long-term debt	2,946,876		3,100,274
Cash and cash equivalents	129,957		91,518
Cash included in assets held for sale	7,960		—
Total restricted cash (1)	30,630		26,226
Net debt(2)	$	2,778,329	$	2,982,530

Availability under the Facility	$	350,000	$	150,000
Availability under the GoA Term Loan Facility(1)	$	—	$	100,000
Available borrowings plus cash and cash equivalents	$	487,917	$	341,518

(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.

(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.

Capital Expenditures and Investments

For our 2026 capital expenditure budget, we expect to incur capital costs as we:

• drill additional infill wells in Ghana and the Gulf of America;

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

• execute facilities integrity activities in Equatorial Guinea.

We have relied on a number of assumptions in budgeting for our future activities. These include the number of wells we plan to drill, our paying interests in our operations including disproportionate payment amounts, the costs involved in developing or participating in the development of a prospect, the timing of third‑party projects, the availability of suitable equipment and qualified personnel and our cash flows from operations. We also evaluate potential corporate and asset acquisition opportunities to support and expand our asset portfolio which may impact our budget assumptions. These assumptions are inherently subject to significant business, political, economic, regulatory, health, environmental and competitive uncertainties, contingencies and risks, all of which are difficult to predict and many of which are beyond our control. We may need to raise additional funds more quickly if market conditions deteriorate, or one or more of our assumptions proves to be incorrect, or if we choose to expand our acquisition, exploration, appraisal, development efforts or any other activity more rapidly than we presently anticipate. We may decide to raise additional funds before we need them if the conditions for raising capital are favorable. We may seek to sell assets, equity or debt securities or obtain additional bank

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credit facilities. The sale of equity securities could result in dilution to our shareholders. The incurrence of additional indebtedness could result in increased fixed obligations and additional covenants that could restrict our operations.

2026 Capital Program

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:

•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;

•Approximately $60 million related to progressing our development programs in the Gulf of America and in Mauritania and Senegal;

•Approximately $15 million related to facilities integrity activities in Equatorial Guinea.

The ultimate amount of capital we will spend may fluctuate materially based on market conditions and the success of our exploitation and drilling results among other factors. Our future financial condition and liquidity will be impacted by, among other factors, our level of production of oil, natural gas and LNG and the prices we receive from the sale of oil, natural gas and LNG, and our ability to effectively hedge future production volumes, the success of our multi-faceted infrastructure-led exploration, appraisal and development drilling programs, the number of commercially viable oil and natural gas discoveries made and the quantities of oil and natural gas discovered, the speed with which we can bring such discoveries to production, our partners’ alignment with respect to capital plans, and the actual cost of exploration, appraisal, exploitation and development of our oil and natural gas assets, and coverage of any claims under our insurance policies.

Significant Sources of Capital

Facility

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.

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 March 31, 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.

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

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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.

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.

Senior Notes

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.

The Senior Notes are senior, unsecured obligations of Kosmos Energy Ltd. and rank equally in right of payment with all of its existing and future senior indebtedness (including the 3.125% Convertible Senior Notes) and rank effectively junior in right of payment to all of its existing and future secured indebtedness (including all borrowings under the Facility, the GoA Term Loan Facility and, with respect to certain of our subsidiaries that own our assets in Mauritania and Senegal, the GTA Nordic bonds). The GTA Nordic bonds are fully and unconditionally guaranteed by the Company, as well as the Company’s wholly-owned subsidiaries, Kosmos Energy Tortue Finance, Kosmos Energy Senegal, Kosmos Energy Investments Senegal Limited and Kosmos Energy Mauritania. The GTA Nordic bonds are also guaranteed on an unsecured basis by certain of the Company’s subsidiaries that also guarantee the Senior Notes on a senior, unsecured basis. The Senior Notes are jointly and severally guaranteed on a senior, unsecured basis by certain subsidiaries owning the Company’s Gulf of America assets, and on a subordinated, unsecured basis by entities that borrow under, or guarantee, our Facility.

3.125% Convertible Senior Notes due 2030

We have one series of senior convertible notes outstanding. Our 3.125% Convertible Senior Notes mature on March 15, 2030, unless earlier converted, redeemed or repurchased. Interest is payable in arrears each March 15 and September 15, commencing September 15, 2024.

The 3.125% Convertible Senior Notes are senior, unsecured obligations of Kosmos Energy Ltd. and rank equal in right of payment with all of its existing and future senior indebtedness (including all borrowings under the Senior Notes) and rank effectively junior in right of payment to all of its existing and future secured indebtedness (including all borrowings under the Facility, to the extent of the value of the assets securing such indebtedness). The 3.125% Convertible Senior Notes are guaranteed on a senior, unsecured basis by certain of our existing subsidiaries that guarantee on a senior basis the Senior Notes, and, in certain circumstances, certain of our other existing or future subsidiaries. The 3.125% Convertible Senior Notes are guaranteed on a subordinated, unsecured basis by certain of our existing subsidiaries that borrow under or guarantee the Facility and guarantee on a subordinated basis the Senior Notes, and, in certain circumstances, certain of our other existing or future subsidiaries.

The 3.125% Convertible Senior Notes indenture contains customary terms and covenants.

In connection with the issuance of the 3.125% Convertible Senior Notes, the Company entered into capped call transactions (the “Capped Call Transactions”). The Capped Call Transactions are generally expected to reduce potential dilution to holders of our common stock upon any conversion of the 3.125% Convertible Senior Notes and/or offset any cash payments that we are required to make in excess of the principal amount of any 3.125% Convertible Senior Notes that are converted, as the case may be, with such reduction and/or offset subject to a cap.

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GoA Term Loan Facility

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.

GTA Nordic Bonds

In January 2026, we issued one series of senior secured GTA Nordic bonds totaling $350.0 million. Our 11.250% senior secured GTA Nordic bonds mature in January 2031, unless earlier redeemed or repurchased. Interest is payable semi-annually in arrears each July 29 and January 29, commencing July 29, 2026.

The GTA Nordic bonds were issued by Kosmos Energy GTA Holdings, a wholly-owned subsidiary of Kosmos Energy Ltd., and are fully and unconditionally guaranteed by the Company, as well as the Company’s wholly-owned subsidiaries, Kosmos Energy Tortue Finance, Kosmos Energy Senegal, Kosmos Energy Investments Senegal Limited and Kosmos Energy Mauritania. The GTA Nordic bonds are also guaranteed on an unsecured basis by certain of the Company’s subsidiaries that also guarantee the Company’s existing senior unsecured notes.

The Bond Terms governing the GTA Nordic bonds also require Kosmos Energy GTA Holdings to maintain certain financial covenants including:

•Minimum Liquidity (as defined in the Bond Terms) of not less than $17.5 million or 5% of the outstanding GTA Nordic bonds, whichever is greater; and

•an Asset Coverage Ratio (as defined in the Bond Terms) of at least 1.25x.

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Equity Issuance

Contractual Obligations

The following table summarizes by period the payments due for our estimated contractual obligations as of March 31, 2026, and the weighted average interest rates expected to be paid on the Facility given current contractual terms and market conditions, and the instrument’s estimated fair value. Weighted-average interest rates are based on implied forward rates in the yield curve at the reporting date. This table does not include amortization of deferred financing costs.


																					Asset
																					(Liability)
																					Fair Value at
	Years Ending December 31,																				March 31,
	2026(2)			2027			2028			2029			2030			Thereafter			Total		2026
	(In thousands, except percentages)
Fixed rate debt:
7.750% Senior Notes	$	—		$	100,173		$	—		$	—		$	—		$	—		$	100,173	$	100,020
7.500% Senior Notes	—			—			400,274			—			—			—			400,274		384,163
8.750% Senior Notes	—			—			—			—			—			500,000			500,000		439,170
3.125% Convertible Senior Notes	—			—			—			—			400,000			—			400,000		309,600
11.250% Senior Secured Bonds	—			—			—			—			—			350,000			350,000		372,026

Variable rate debt:
Weighted average interest rate	8.54		%	8.60		%	8.96		%	9.30		%	—		%	—		%
Facility(1)	$	—		$	120,449		$	385,508		$	494,043		$	—		$	—		$	1,000,000	$	1,000,000
GoA Term Loan Facility	15,110			60,439			60,440			60,440			—			—			196,429		196,429

Total principal debt repayments	$	15,110		$	281,061		$	846,222		$	554,483		$	400,000		$	850,000		$	2,946,876
Interest & commitment fee payments on long-term debt	205,898			229,118			181,779			127,383			89,375			63,437			896,990
Operating leases(3)	2,847			3,951			3,744			3,176			—			—			13,718
Finance lease	32,784			52,047			—			—			—			—			84,831
Purchase obligations(4)	24,031			—			—			—			—			—			24,031
Decommissioning Trust Funds(5)	—			8,284			8,284			8,284			8,284			77,865			111,001
Firm transportation commitments	3,036			2,315			—			—			—			—			5,351

__________________________________

(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 March 31, 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.

(2)Represents the period April 1, 2026 through December 31, 2026.

(3)Primarily relates to corporate and foreign office leases.

(4)Represents gross contractual obligations to execute planned future capital projects. Other joint owners in the properties operated by Kosmos will be billed for their working interest share of such costs. Does not include our share of operator’s purchase commitments for jointly owned fields and facilities where we are not the operator and excludes commitments for exploration activities, including well commitments and seismic obligations, in our petroleum contracts. The Company’s liabilities for asset retirement obligations associated with the dismantlement, abandonment and restoration costs of oil and gas properties are not included. See Note 15 - Additional Financial Information for additional information regarding these liabilities.

(5)In April 2024, a decommissioning trust agreement with the Jubilee unit partners to cash fund future retirement costs associated with the Jubilee Field was finalized. The operator currently estimates the total commitment to be approximately $111.0 million as of March 31, 2026, net to Kosmos, which will be funded annually by Kosmos over an estimated fourteen year period. It is possible that our funding requirements could change based on future changes in the decommissioning plan or estimates.

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Critical Accounting Policies

We consider accounting policies related to our revenue recognition, exploration and development costs, income taxes, estimates of proved oil and gas reserves, asset retirement obligations, impairment of long-lived assets, and acquisition accounting as critical accounting policies. The policies include significant estimates made by management using information available at the time the estimates are made. However, these estimates could change materially if different information or assumptions were used. Other than items discussed in Note 2 — Accounting Policies, there have been no changes to our critical accounting policies which are summarized in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in our annual report on Form 10-K, for the year ended December 31, 2025.

Cautionary Note Regarding Forward-looking Statements

This quarterly report on Form 10-Q contains estimates and forward-looking statements, principally in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our estimates and forward-looking statements are mainly based on our current expectations and estimates of future events and trends, which affect or may affect our businesses and operations. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to us. Many important factors, in addition to the factors described in our quarterly report on Form 10-Q and our annual report on Form 10-K, may adversely affect our results as indicated in forward-looking statements. You should read this quarterly report on Form 10-Q, the annual report on Form 10-K and the documents that we have filed with the Securities and Exchange Commission completely and with the understanding that our actual future results may be materially different from what we expect. Our estimates and forward-looking statements may be influenced by the following factors, among others:

•the impact of a potential regional or global recession, inflationary pressures and other varying macroeconomic conditions on us and the overall business environment;

•the impacts of the conflict in Iran and ongoing instability in the Middle East and Latin America, the continued war in Ukraine and the effects these events have on the oil and gas industry as a whole, including increased volatility with respect to oil, natural gas and liquified natural gas (“LNG”) prices and operating and capital expenditures;

•our ability to find, acquire or gain access to other discoveries and prospects and to successfully develop and produce from our current discoveries and prospects;

•uncertainties inherent in making estimates of our oil and natural gas data;

•the successful implementation of our and our block partners’ prospect discovery and development and drilling plans;

•projected and targeted capital expenditures and other costs, commitments and revenues;

•termination of or intervention in concessions, rights or authorizations granted to us by the governments of the countries in which we operate (or their respective national oil companies) or any other federal, state or local governments or authorities;

•our dependence on our key management personnel and our ability to attract and retain qualified technical personnel;

•the ability to obtain financing and to comply with the terms under which such financing may be available;

•the volatility of oil, natural gas and LNG prices, as well as our ability to implement hedges addressing such volatility on commercially reasonable terms;

•the availability, cost, function and reliability of developing appropriate infrastructure around and transportation to our discoveries and prospects;

•the availability and cost of drilling rigs, production equipment, supplies, personnel and oilfield services;

•other competitive pressures;

•potential liabilities inherent in oil and natural gas operations, including drilling and production risks and other operational and environmental risks and hazards;

•current and future government regulation of the oil and gas industry, applicable monetary/foreign exchange sectors or regulation of the investment in or ability to do business with certain countries or regimes;

•cost of compliance with laws and regulations;

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•changes in, or new, environmental, health and safety or climate change or GHG laws, regulations and executive orders, or the implementation, or interpretation, of those laws, regulations and executive orders;

•adverse effects of sovereign boundary disputes in the jurisdictions in which we operate;

•environmental liabilities;

•geological, geophysical and other technical and operations problems, including drilling and oil and gas production and processing;

•military operations, civil unrest, outbreaks of disease, terrorist acts, wars or embargoes;

•the cost and availability of adequate insurance coverage and whether such coverage is enough to sufficiently mitigate potential losses and whether our insurers comply with their obligations under our coverage agreements;

•our vulnerability to severe weather events, including, but not limited to, tropical storms and hurricanes, and the physical effects of climate change;

•our ability to meet our obligations under the agreements governing our indebtedness;

•the availability and cost of financing and refinancing our indebtedness;

•the amount of collateral required to be posted from time to time in our hedging transactions, letters of credit, performance bonds and other secured debt;

•our ability to obtain surety or performance bonds on commercially reasonable terms;

•the result of any legal proceedings, arbitrations, or investigations we may be subject to or involved in;

•our success in risk management activities, including the use of derivative financial instruments to hedge commodity and interest rate risks; and

•other risk factors discussed in the “Item 1A. Risk Factors” section of our quarterly reports on Form 10-Q and our annual report on Form 10-K.

The words “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “plan” and similar words are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements speak only as of the date they were made, and, except to the extent required by law, we undertake no obligation to update or to review any estimate and/or forward-looking statement because of new information, future events or other factors. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. As a result of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this quarterly report on Form 10-Q might not occur, and our future results and our performance may differ materially from those expressed in these forward-looking statements due to, including, but not limited to, the factors mentioned above. Because of these uncertainties, you should not place undue reliance on these forward-looking statements.

Item 3. Qualitative and Quantitative Disclosures About Market Risk

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The term “market risks” as it relates to our currently anticipated transactions refers to the risk of loss arising from changes in commodity prices and interest rates. These disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage ongoing market risk exposures. We enter into market-risk sensitive instruments for purposes other than to speculate.

We manage market and counterparty credit risk in accordance with our policies. In accordance with these policies and guidelines, our management determines the appropriate timing and extent of derivative transactions. See “Item 8. Financial Statements and Supplementary Data — Note 2 — Accounting Policies, Note 9 — Derivative Financial Instruments and Note 10 — Fair Value Measurements” section of our annual report on Form 10-K for a description of the accounting procedures we follow relative to our derivative financial instruments.

The following table reconciles the changes that occurred in fair values of our open derivative contracts during the three months ended March 31, 2026:


	Derivative Contracts Assets (Liabilities)
	Commodities
	(In thousands)
Fair value of contracts outstanding as of December 31, 2025	$	50,497
Changes in contract fair value	(302,976)
Contract maturities	81,321
Fair value of contracts outstanding as of March 31, 2026	$	(171,158)

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Commodity Price Risk

The Company’s revenues, earnings, cash flows, capital investments, debt capacity and, ultimately, future rate of growth are highly dependent on the prices we receive for our crude oil, which have historically been very volatile. Substantially all of our oil sales are indexed against Dated Brent, and Heavy Louisiana Sweet. Oil prices in the first three months of 2026 ranged between $60.98 and $127.24 per Bbl for Dated Brent, with Heavy Louisiana Sweet experiencing similar volatility during the first three months of 2026.

Commodity Derivative Instruments

We enter into various oil derivative contracts to mitigate our exposure to commodity price risk associated with anticipated future oil production. These contracts currently consist of swaps, collars, put options and call options. In regards to our obligations under our various commodity derivative instruments, if our production does not exceed our existing hedged positions, our exposure to our commodity derivative instruments would increase. In addition, a reduction in our ability to access credit could reduce our ability to implement derivative contracts on commercially reasonable terms.

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Commodity Price Sensitivity

The following table provides information about our oil derivative financial instruments that were sensitive to changes in oil prices as of March 31, 2026. Volumes and weighted average prices are net of any offsetting derivatives entered into.


				Weighted Average Price per Bbl										Asset
				Net Deferred										(Liability)
				Premium										Fair Value at
				Payable/				Sold						March 31,
Term	Type of Contract	Index	MBbl	(Receivable)		Swap		Put		Floor		Ceiling		2026(2)
														(In thousands)
2026:
Apr - Jun	Two-way collars	Dated Brent	500	$	1.55	$	—	$	—	$	60.00	$	74.75	$	(16,700)
Apr - Dec	Three-way collars	Dated Brent	1,500	—		—		50.00		60.00		75.51		(28,219)
Apr - Jun	Swaps(1)	Dated Brent	500	—		72.90		—		—		80.00		(30,144)
Apr - Dec	Swaps(1)	Dated Brent	750	—		72.46		—		—		80.00		(26,048)
Apr - Dec	Swaps(1)	Dated Brent	1,500	—		69.70		55.00		—		—		(32,143)
Apr - Dec	Swaps(1)	NYMEX WTI	1,125	—		64.83		50.00		—		—		(17,585)
2027:
Jan - Dec	Three-way collars	Dated Brent	2,000	$	0.40	$	—	$	47.50	$	60.00	$	75.00	$	(14,577)
Jan - Jun	Three-way collars	Dated Brent	2,000	0.03		—		55.00		70.00		85.00		(5,742)

__________________________________

(1)Includes option contracts sold to counterparties to enhance Swaps.

(2)Fair values are based on the average forward oil prices on March 31, 2026.

In April 2026, we bought an $80 by $100 Dated Brent call spread on 0.6 MMBbl, which effectively raises the ceiling on a portion of our sold calls to $100 per barrel from June 2026 through December 2026.

At March 31, 2026, our open commodity derivative instruments were in a net liability position of $171.2 million. As of March 31, 2026, a hypothetical 10% price increase in the oil price curves would decrease future pre-tax earnings by approximately $77.8 million. Similarly, a hypothetical 10% price decrease would increase future pre-tax earnings by approximately $74.2 million.

Interest Rate Sensitivity

Changes in market interest rates affect the amount of interest we pay on certain of our borrowings. Outstanding borrowings under the Facility and GoA Term Loan Facility as of March 31, 2026 total approximately $1.2 billion. The weighted average interest rate on this indebtedness was approximately 7.6%, and is subject to variable interest rates which expose us to the risk of earnings or cash flow loss due to potential increases in market interest rates. If the floating market rate increased 10%, at this level of floating rate debt, we would pay an estimated additional $4.5 million interest expense per year on the Facility and GoA Term Loan Facility. The commitment fees on the undrawn availability under the Facility are not subject to changes in interest rates. All of our other long-term indebtedness is fixed rate and does not expose us to the risk of cash flow loss due to changes in market interest rates. Additionally, a change in the market interest rates could impact interest costs associated with future debt issuances or any future borrowings and future payments associated with the GTA FPSO arrangement.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) was performed under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer. This evaluation considered the various processes carried out under the direction of our disclosure committee in an effort to ensure that information required to be

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disclosed in the SEC reports we file or submit under the Exchange Act is accurate, complete and timely. However, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Consequently, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2026, in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including that such information is accumulated and communicated to the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There have been no material changes from the information concerning legal proceedings discussed in the “Item 3. Legal Proceedings” section of our annual report on Form 10-K.

Item 1A. Risk Factors

There have been no material changes from the risks discussed in the “Item 1A. Risk Factors” sections of our annual report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

Rule 10b5-1 and Non Rule 10b5-1 Trading Arrangements

During the three months ended March 31, 2026, certain of our officers or directors adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, as follows.

On March 4, 2026, Sir John Grant, a member of our board of directors, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Sir John Grant’s plan was for the sale of up to 43,466 shares of our common stock on June 3, 2026, in order to cover income tax liability from the vesting of restricted share units that were granted to him under the Company’s Long Term Incentive Plan.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		Kosmos Energy Ltd.
		(Registrant)

Date	May 5, 2026	/s/ NEAL D. SHAH
		Neal D. Shah
		Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

Item 6. Exhibits

The information required by this Item 6 is set forth in the Index to Exhibits accompanying this quarterly report on Form 10‑Q.

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INDEX OF EXHIBITS


Exhibit Number						Description of Document
10.1 ††						S hare Sale a nd Purchase Agree ment dated February 24, 2026, be tween Kosmos Energy Operating and Panoro Energy Block G Limited and Panoro Energy ASA.
10.2						B ond Terms for 1 1.25 % Senior Secured Bonds due 20 31 , dated January 27 , 202 6 , by and between Kosmos Energy GTA Holdings and Nordic Trustee AS, as bond trustee and security agent .
						Operating Agreements
						Certain of the agreements listed below have been filed pursuant to the Company’s voluntary compliance with international transparency standards and are not material contracts as such term is used in Item 601(b)(10) of Regulation S-K.
10.3						Amendment No. 1, dated December 19, 2025, to the Petroleum Agreement in respect of West Cape Three Points Block Offshore Ghana .
10.4						Amendment No. 1, dated December 19, 2025, to the Petroleum Agreement in respect of the Deepwater Tano Contract Area .
31.1						Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2						Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						XBRL Instance Document

101.SCH						XBRL Taxonomy Extension Schema Document

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB						XBRL Taxonomy Extension Label Linkbase Document

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF						XBRL Taxonomy Extension Definition Linkbase Document

___________________________________

†† Certain confidential portions of this Exhibit have been omitted pursuant to Item 601(b) of Regulation S-K because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.


1. Interpretation			1
2. Sale and purchase			12
3. Conditions			12
4. Consideration			13
5. Pre-Completion Obligations			15
6. Final statements of accounts			18
7. Leakage			19
8. Completion			20
9. Post-completion covenants			21
10. Seller’s warranties			21
11. Seller’s limitations on liability			28
12. Purchaser's warranties and undertakings			28
13. Indemnities			29
14. Termination			30
15. Non-solicitation of employees			30
16. Mutual warranties			30
17. Withholding			32
18. Access			32
19. Effect of completion			32
20. Assurance			33
21. Insurance			33
22. Assignment			33
23. Entire agreement			33
24. Notices			34
25. Announcements			35
26. Purchaser Guarantee			35
27. Not Used			37
28. Potential Claims			37
29. Confidentiality			39
30. Costs and expenses			39
31. Counterparts and Electronic Signatures			40
32. Severance and validity			40
33. Variations			40
34. Remedies and waivers			40
35. Third party rights			41
36. Governing law and jurisdiction			41


1.Company name	:	Kosmos International Petroleum, Inc.
1.Date of incorporation and place of incorporation	:	30 October 2018, Cayman Islands
1.Registration number	:	[***]
1.Registered office address	:	Fourth Floor, Century Yard, Cricket Square Elgin Avenue, P.O. Box 32322 George Town, KY1-1209 Grand Cayman, Cayman Islands
1. 2.Type of company	:	Exempted company with limited liability
1.Authorised share capital	:	USD $50,000 consisting of 50,000 ordinary shares with a nominal value of USD $1 each
1.Shareholding of the Seller	:	Indirect holding 100% and on completion of the Reorganisation a direct legal holding of 100%
1.Shareholder – number of issued shares	:	Seller – one (1) ordinary share with a nominal value of USD $1 each (subject to Clause 5.6)
1.Directors	:	[***]


1.Company name	1.:	1.Kosmos Equatorial Guinea, Inc.
1.Date of incorporation and place of incorporation	1.:	1.30 October 2018, Cayman Islands
1.Registration number	1.:	1.[***]
1.Registered office address	1.:	1.Fourth Floor, Century Yard, Cricket Square Elgin Avenue, P.O. Box 32322 2.George Town, KY1-1209, Grand Cayman, Cayman Islands
1. 2.Type of company	1. 2.:	1. 2.Exempted company with limited liability
1.Authorised share capital	1.:	1.USD $50,000 divided into 50,000 ordinary shares with a nominal value of USD $1 each
1.Shareholding of the Company	1.:	1.100%
1.Shareholder – number of issued shares	1.:	1.Company – one (1) ordinary share with a nominal value of USD $1 each
1.Directors	1.:	1. [***]


To: Kosmos International Petroleum, Inc. Kosmos Equatorial Guinea, Inc. Address: Fourth Floor, Century Yard Cricket Square, Elgin Avenue P.O. Box 32322 George Town, KY1-1209 Grand Cayman, Cayman Islands
[_______] 202_
Dear Sirs,
I, [●] hereby resign as a Director and (if appointed as officer) officer of Kosmos International Petroleum, Inc., (registration number 344316) and Kosmos Equatorial Guinea, Inc. (registration number 344326), each having its registered office at Fourth Floor, Century Yard, Cricket Square, Elgin Avenue, P.O. Box 32322, George Town, KY1-1209, Grand Cayman, Cayman Islands (the “Companies”) with immediate effect.
I acknowledge that I have no claim whatsoever against the Companies in respect of fees, remuneration, expenses, compensation for loss of office, or otherwise arising from my resignation as a director and officer of the Companies. To the extent that any such claim exists or may exist, I irrevocably and unconditionally waive such claim and release the Companies from any liability in respect thereof. I confirm that no arrangement is outstanding under which the Companies have or may have any obligation to me. This deed and all contractual and non-contractual obligations arising out of it shall be governed by and construed in accordance with English law. In witness whereof, this letter is executed as a deed on the date first mentioned.

EXECUTED as a DEED by [Name of director] in the presence of: ………………………………………………… …………………………………………. Witness Name Address Occupation


Items			USD amount
(+) Cash (to the extent held within Group Company Bank Accounts at YE2025			[**]


(-) 50% on Cost of dispute settlement and costs incurred prior to Execution Date on Island Drilling			[***]
(-) Overlift Entitlement inventory position of [***] Barrels valued at the price of last sold cargo immediately prior to the Economic Date			[***]
(+) 2025 prepaid minimum Tax			[***]
(-) Accruals of YE 2024 Liabilities payable			0
(-) One time exceptional fixed contribution			[***]
TOTAL WORKING CAPITAL AMOUNT			([**])


Signed for and on behalf of KOSMOS ENERGY OPERATING						/s/ Mazine Kessaissia Authorised signatory

Signed for and on behalf of PANORO ENERGY BLOCK G LIMITED						/s/ Julien Balkany Authorised signatory
Signed for and on behalf of PANORO ENERGY ASA						/s/ Julien Balkany Authorised signatory


BOND TERMS between
ISSUER:			Kosmos Energy GTA Holdings, an exempted company incorporated with limited liability in the Cayman Islands, with registration number 427878 and LEI-code 984500ABK08A8BAAHB84; and
BOND TRUSTEE:			Nordic Trustee AS, a company existing under the laws of Norway with registration number 963 342 624 and LEI-code 549300XAKTM2BMKIPT85.
DATED:			27 January 2026
These Bond Terms shall remain in effect for so long as any Bonds remain outstanding.


The Issuer: Kosmos Energy GTA Holdings /s/ Nealesh Shah . By: Nealesh Shah Position: CFO			As Bond Trustee and Security Agent: Nordic Trustee AS /s/ Olav Slagsvold By: Olav Slagsvold Position: Authorised Signatory


Parties:			To establish the relative rights of the creditors under various financing arrangements, the Intercreditor Agreement will be entered into (or acceded to where relevant) by and among the following parties: 1.Kosmos Energy GTA Holdings as issuer of the Bonds (the “Issuer”); 2.Kosmos Energy Ltd as the Ultimate Parent; 3.each Senior Guarantor (including, for the avoidance of doubt, the Ultimate Parent) (together with the Issuer, the “Debtors”); 4.any Issuer Group Company that is a lender under any Intercompany Loan (the “Intra-Group Lenders”); 5.the subordinated creditors in respect of any Subordinated Loan or unsecured Permitted Hedging Obligations (the “Subordinated Creditors”); 6.any hedge counterparties in respect of the Pari Passu Hedging Liabilities (the “Hedge Counterparties”); 7.any Pari Passu Creditor (or, in the case of a Pari Passu Creditor being a bondholder, its bond trustee); 8.the Bond Trustee (in its capacity as bond trustee under the Bonds); and 9.the Security Agent.
Ranking and priority:			The Pari Passu Liabilities owed by the Debtors to the Primary Creditors shall rank in right and priority of payment pari passu and without any preference between them. Any Guarantee and the Transaction Security shall rank and secure the Pari Passu Liabilities pari passu and without any preference between them (but only to the extent that such Guarantee or Transaction Security is expressed to secure those liabilities). The Subordinated Liabilities and Intra-Group Liabilities are postponed and subordinated to the Liabilities owed by the Debtors to the Primary Creditors under the Debt Documents.
Permitted payments in respect of Intra-Group Liabilities:			The Debtors may make payments in respect of Intra-Group Liabilities from time to time when due until an event of default has occurred and is continuing and of which an acceleration notice has been served under any of the relevant Debt Documents. Prior to the final discharge date of the Primary Creditors, neither the Issuer nor any other Debtor shall make any payment of Subordinated Liabilities, other than (a) prior to the occurrence of an acceleration event under the relevant Debt Documents, to the extent permitted under the finance documents governing any Pari Passu Liabilities; or (b) following an acceleration event, with the consent of the Instructing Group. The Debt Documents shall not prohibit or restrict any roll-up or capitalisation of interest, fees or any other amount payable or conversion to equity in respect of any Intra-Group Liabilities or Subordinated Liabilities.


Effect of insolvency event:			After the occurrence of an insolvency event in relation to any Issuer Group Company or the Ultimate Parent, any party entitled to receive a distribution out of the assets of that member of the Issuer Group or Ultimate Parent Group (in the case of a Primary Creditor, only to the extent that such amount constitutes enforcement proceeds) in respect of liabilities owed to that party shall, to the extent it is able to do so, direct the person responsible for the distribution of the assets of that person to make that distribution to the Security Agent (or to such other person as the Security Agent shall direct) until the liabilities owing to the Secured Parties have been paid in full. The Security Agent shall apply such distributions made to it in accordance with section “Application of proceeds” below.
Turnover of receipts:			If at any time prior to the final discharge date of all Primary Creditors, any Creditor receives or recovers any payment on account or in respect of any Liabilities other than as permitted by the Intercreditor Agreement, that Creditor will promptly pay or distribute an amount equal to that receipt or Recovery to the Security Agent for application in accordance with section “Application of proceeds” below.
Bond Trustee protection:			Notwithstanding the foregoing or any other provision in the Intercreditor Agreement, the Bond Trustee shall not be liable for any failure by any Bondholder to comply with any obligation such Bondholder may have under the Intercreditor Agreement, including to make any payment or repayment, or any distribution or redistribution (including, without limitation, under section “Turnover of receipts” above), to the Security Agent (or any other Creditor or person) of any amount received or recovered by that Bondholder under or in respect of any Debt Document. Furthermore, the Bond Trustee shall have no obligation to pay, repay, distribute or redistribute, or ensure the payment, repayment, distribution or redistribution of, any amount received or recovered by any Bondholder under or in respect of any Debt Document which should have been paid, repaid, distributed or redistributed by such Bondholder to the Security Agent (or any other Creditor or person) pursuant to the terms of the Intercreditor Agreement, and shall not be liable for any damages, costs or losses incurred by any Creditor or any other person as result of any such failure by any Bondholder referred to above.


Enforcement of Transaction Security:			Following notification to the Security Agent of the occurrence of an Event of Default which is continuing (other than, for the avoidance of doubt, an Event of Default under and as defined in any Pari Passu Hedging Agreement with respect to any Hedge Counterparty), if any of the Pari Passu Creditors (the “Instructing Pari Passu Creditors”) wish to issue instructions as to enforcement of any Transaction Security or Guarantee, the Pari Passu Creditor Representatives representing that group of Instructing Pari Passu Creditors shall deliver a copy of those proposed Enforcement Instructions (an “Initial Enforcement Notice”) to the Security Agent and the Security Agent shall promptly forward such Initial Enforcement Notice to each Pari Passu Creditor Representative and each Hedge Counterparty which did not deliver such Initial Enforcement Notice. Subject to the exceptions set out below, the Security Agent will act in accordance with such instructions as received from the Majority Pari Passu Creditors (“Enforcement Instructions”). If the Majority Pari Passu Creditors have not instructed the Security Agent in writing to initiate enforcement of the Transaction Security in accordance with the Enforcement Principles within 60 days of the date of the Initial Enforcement Notice and in accordance with Enforcement Instructions received from the Majority Pari Passu Creditor as regards method of enforcement, the Security Agent will act in accordance with the Initial Enforcement Notice, provided that the Initial Enforcement Notice is consistent with the Enforcement Principles. If an insolvency event is continuing with respect to a Debtor then the Security Agent shall enforce the Transaction Security or Guarantee or take other action as to Enforcement in such manner as the Majority Pari Passu Creditors shall instruct or, in the absence of any such instructions, as the Security Agent considers in its discretion to be appropriate and consistent with the Enforcement Principles. No independent enforcement rights for any Hedge Counterparty.
Manner of enforcement:			If the Transaction Security is being enforced, the Security Agent shall enforce the Transaction Security in such manner as the Instructing Group shall instruct (provided that such instructions are consistent with section “Enforcement principles” below) or, in the absence of any such instructions, as the Security Agent considers in its discretion to be appropriate and consistent with those principles. The other Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the documents evidencing the terms of the Transaction Security except through the Security Agent.


Non-distressed disposals:			If a disposal of an asset is a non-distressed disposal, the Security Agent shall be irrevocably authorised (without any consent or authority of any Creditor) to, among others, release the Transaction Security or any claim over the relevant asset or the relevant Issuer Group Company’s and/or Ultimate Parent Group Company’s other property and execute and deliver or enter into any release of the Transaction Security or claim and issue any letters of non-crystallisation. If any disposal proceeds are required to be applied in mandatory prepayment of the Pari Passu Liabilities, then those disposal proceeds shall be applied in accordance with the Debt Documents and the consent of any other party shall not be required for that application.
Distressed disposals:			If a disposal of an asset is a distressed disposal, the Security Agent shall be irrevocably authorised: (a)to release the Transaction Security and any other claim over the relevant asset; and (b)if the relevant asset consists of shares or ownership interests in a Debtor or a holding company of a Debtor (each, a “Disposed Entity”): (i)to release any Transaction Security granted by the Disposed Entity, or any subsidiary of the Disposed Entity, over any of its assets; (ii)to release the Disposed Entity, or any subsidiary of the Disposed Entity, from all or any part of its liabilities; (iii)to release any other claim of any Creditor or another Debtor over that Disposed Entity’s assets or over the assets of any subsidiary of that Disposed Entity; (iv)to release the Disposed Entity and any other Issuer Group Company or Ultimate Parent Group Company from all or any part of its liabilities arising out of or in connection with that distressed disposal, or dispose of (including by way of appropriation) all or any part of those liabilities; (v)to dispose of (including by way of appropriation) all or any part of the liabilities owing by the Disposed Entity, or any subsidiary of the Disposed Entity; and/or (vi)to dispose of (including by way of appropriation) all or any part of the liabilities owing to the Disposed Entity, or any subsidiary of the Disposed Entity, in each case, (A) that may, in the discretion of the Security Agent, be considered necessary or desirable and (B) on behalf of the relevant Creditors, Secured Parties and Debtors. The net proceeds of each distressed disposal (and each debt disposal) shall be paid, or distributed, to the Security Agent for application in accordance with section “Application of proceeds” below. For the purposes of distressed disposals, the Security Agent (a) shall act on the instructions of the Instructing Group, or in the absence of any such instructions, as the Security Agent sees fit and (b) may engage, or approve the engagement of, pay for and rely on the services of a financial adviser in accordance with section “Enforcement principles” below.


Application of proceeds:			All amounts from time to time received or recovered by the Security Agent (a) pursuant to the terms of any Debt Document, (b) in connection with the realisation or enforcement of all or any part of the Transaction Security or (c) in connection with the making of any demand under any Guarantee (collectively, the “Recoveries”) shall be applied by the Security Agent in the following order of priority: (a)in discharging any sums owing to the Security Agent and the Bond Trustee, any receiver, any delegate or any other Primary Creditor representatives (for its own account); (b)in payment or distribution to the Pari Passu Creditor Representatives on its own behalf and on behalf of the Pari Passu Creditors for application towards the Pari Passu Liabilities on a pro rata basis; (c)if none of the Debtors is under any further actual or contingent liability under any document evidencing the terms of any Pari Passu Liabilities, in payment or distribution to any person to whom the Security Agent is obliged to pay or distribute in priority to any Debtor; and (d)the balance, if any, in payment or distribution to the relevant Debtor.
Enforcement principles:			The main enforcement principles are as follows: (a)it shall be the primary and over-riding aim of any enforcement of any Transaction Security to maximise, to the extent consistent with a prompt and expeditious realisation of value, the value realised from any such enforcement; (b)the Security Agent shall be under no obligation to appoint a financial adviser or to seek the advice of a financial adviser unless expressly required to do so by the Intercreditor Agreement; and (c)any fairness opinion from a financial adviser will be conclusive evidence that the enforcement objective set out above has been met.
Additional Debt:			The Intercreditor Agreement and the Transaction Security will not prevent, or otherwise inhibit, the refinancing, replacement, increase or restructuring of any of the Liabilities in whole or in part (including by way of additional permitted indebtedness) (each, a “Debt Refinancing”), which is undertaken in accordance with the terms of the Debt Documents and customary provisions will be included to allow any relevant agent, trustee and the Security Agent to make necessary amendments to the Debt Documents and Transaction Security to enable the establishment of each new Debt Refinancing on the basis described above.


Governing law and jurisdiction:			The Intercreditor Agreement shall be (a) governed by Norwegian law and be subject to the jurisdiction of the Oslo District Court (Oslo tingrett) or (b) governed by English law and be subject to the jurisdiction of the English Courts.
Definitions:			“Creditors” means the Primary Creditors, the Intra-Group Lenders and the Subordinated Creditors. “Debt Document” means the Intercreditor Agreement, any documents evidencing the terms of any Pari Passu Liabilities, any Intra-Group Liabilities, any Subordinated Liabilities any Guarantee or any Transaction Security and any other document designated as such by the Security Agent and a Debtor. “Distress Event” means (a) any exercise of any rights under any acceleration provisions, or any acceleration provisions being automatically invoked, in each case under any Debt Document evidencing the terms of any Pari Passu Liabilities, (b) the enforcement of any Transaction Security or (c) (unless the context otherwise requires) the making of any demand under any Guarantee. “Guarantee” means any guarantee, indemnity or other assurance against loss granted by any Debtor in respect of the obligations of any of the Debtors under any of the Debt Documents. “Instructing Group” means: (a)subject to paragraph (b) below, each Pari Passu Creditor (and where the Bond Trustee shall act (and be considered to act) on behalf of all the pari passu bondholders); and (b)in relation to instructions as to the enforcement of any Transaction Security, the Pari Passu Creditor or group of Pari Passu Creditors entitled to give instructions as to such enforcement under section “Enforcement of Transaction Security” above. “Intra-Group Liabilities” means the liabilities owed by any member of the Issuer Group to any of the Intra-Group Lenders. “Majority Pari Passu Creditors” means, at any time, the Pari Passu Creditors whose pari passu credit participations at that time aggregate more than 50.00 per cent. of the total pari passu credit participations at that time, and where the Bond Trustee shall act (and be considered to act) on behalf of all the pari passu bondholders represented by it regardless of whether all or only the required majority of those pari passu bondholders voted in favour or against the decision to be made by the Majority Pari Passu Creditors under the Intercreditor Agreement at any relevant preceding meeting(s) of those pari passu bondholders. “Pari Passu Creditor Representative” means the Bond Trustee, each Hedge Counterparty and any bondholder (or in the event any trustee or agent has been appointed to act on its behalf, such trustee or agent) under the Pari Passu Liabilities. “Pari Passu Creditors” means the Bondholders, the Bond Trustee, the Hedge Counterparties and each other creditor which pursuant to section “Ranking and priority” above shall rank (a) in right and priority of payment and (b) in respect of any Guarantee and Transaction Security pari passu with the Bondholders and the Bond Trustee and without any preference between them. “Pari Passu Hedging Liabilities” means any liabilities incurred by a Debtor under a Pari Passu Hedging Agreement. “Pari Passu Liabilities” means the liabilities owed by the Debtors to the Pari Passu Creditors under or in connection with the relevant Debt Documents. “Primary Creditors” means the Pari Passu Creditors. “Secured Parties” means the Security Agent, the Bond Trustee (on behalf of itself and the Bondholders), the Hedge Counterparties, any receiver or delegate and each of the Primary Creditors from time to time but, in the case of each Primary Creditor, only if it (or, in the case of a Pari Passu Creditor being a bondholder, its bond trustee) is a party or has acceded to the Intercreditor Agreement in the proper capacity pursuant to the terms thereof. “Subordinated Liabilities” means the liabilities owed to the Subordinated Creditors by the Issuer. “Transaction Security” means the security granted by any Debtor in respect of the obligations of any of the Debtors under any of the Debt Documents (other than any Escrow Account Pledge).


Payments in respect of Junior Liabilities:			Prior to the final discharge date of the Senior Liabilities, the Subordinated Guarantors shall not make any payment of Junior Liabilities other than: (a) scheduled payments of interest, fees costs and expenses (not including repayment of principal) provided that no Junior Payment Stop Event is outstanding; (b) payments made with the prior written consent of the Senior Facility Agent; or (c) if an insolvency event has occurred in relation to a Subordinated Guarantor. Any failure to make a payment due to the Junior Finance Parties as a result of a Junior Payment Stop Event shall not prevent: (a) the occurrence of an event of default; or (b) the issue of an enforcement notice on behalf of the Junior Finance Parties. The accrual and capitalisation of interest in accordance with the Junior Finance Documents shall continue notwithstanding the occurrence of a Junior Payment Stop Event. The Junior Liabilities may not be converted to shares in any Subordinated Guarantor.
Amendments and waivers in respect of the Junior Finance Documents:			The Junior Finance Parties may amend or waive the terms of the Junior Finance Documents at any time unless such amendment or waiver: (a) would make (or would have the effect of making) the maturity date of the Junior Finance Documents earlier than the final maturity date under the Facility Agreement; (b) increases the margin relating to the Junior Liabilities, or increases any fees or commission, in each case other than as contemplated by the Junior Finance Documents or which is permitted in accordance with section “Permitted Refinancing of the Junior Liabilities” below; or (c) would otherwise be prejudicial to the interests of the Senior Finance Parties (including any group of them) under the Senior Finance Documents.
Enforcement of Junior Liabilities:			Prior to the final discharge date of the Senior Liabilities, no Junior Finance Party shall be entitled to take any enforcement action against any Subordinated Guarantor in respect of the Junior Liabilities other than: (a) if an insolvency event has occurred in relation to a Subordinated Guarantor; (b) if an acceleration event has occurred in relation to the Facility Agreement, taking the same enforcement action as constitutes that acceleration event in relation to the Facility Agreement; (c) if the Junior Agent has notified each Senior Agent that an event of default has occurred and is continuing and 179 days have passed thereafter; or (d) with the prior written consent of the Senior Facility Agent.
Effect of insolvency event:			After the occurrence of an insolvency event in relation to any Subordinated Guarantor, any Junior Finance Party entitled to receive a distribution out of the assets of that Subordinated Guarantor in respect of Liabilities owed to that Junior Finance Party shall, to the extent it is able to do so, direct the person responsible for the distribution of the assets of that Subordinated Guarantor to pay that distribution to the Proceeds Agent until the Liabilities owing to the Senior Finance Parties have been unconditionally and irrevocably paid in full. The Proceeds Agent shall apply such distributions made to it in accordance with section “Application of proceeds” below.


Permitted Refinancing of the Senior Liabilities:			In the event the Senior Liabilities are amended, restated, refinanced, replaced or restructured in whole or in part (including in the case of any increase in commitments under or pursuant to the Senior Finance Documents) (a “New Senior Financing”), then that New Senior Financing and any reconstituted, new, amended or replacement security, guarantees and other assurances of whatever kind given in support of such New Senior Financing will rank senior in priority in terms of payment and security to the Junior Liabilities.
Permitted Refinancing of the Junior Liabilities:			In the event the Junior Liabilities are amended, restated, refinanced, replaced or restructured in whole or in part (a “New Junior Financing”), then any Junior Guarantee may be reconstituted, amended or replaced (the “New Junior Guarantee”), provided that: (i)the New Junior Guarantee is on substantially the same terms as the Junior Guarantee and does not contain any new terms that are prejudicial to the interests of the Senior Finance Parties (or any group of them) relative to those under the Junior Guarantee; and (j)the Junior Liabilities will rank junior in priority to the Senior Liabilities on the same terms and conditions as set out in the Subordination Deed.
Junior Finance Parties’ indemnity:			Each Junior Finance Party shall (in the proportion that the Junior Liabilities due to it bears to the aggregate of the Junior Liabilities due to all the Junior Finance Parties for the time being (or, if the Junior Liabilities due to each of those Junior Finance Parties is zero, immediately prior to their being reduced to zero)), indemnify the Proceeds Agent, within three (3) business days of demand, against any cost, loss or liability incurred by any of them (otherwise than by reason of the Proceeds Agent’s gross negligence or wilful misconduct in acting as the Proceeds Agent and unless the Proceeds Agent has already been reimbursed by a Subordinated Guarantor under the Subordination Deed).


Governing law and jurisdiction:			The Subordination Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and be subject to the jurisdiction of the courts of England and Wales.
Definitions:			“Distressed Disposal” means a disposal of an asset of a Subordinated Guarantor (or a disposal of a Subordinated Guarantor) which is: (a) being effected at the request of a Senior Agent in circumstances where the Senior Transaction Security has become enforceable in accordance with the terms of the Senior Finance Documents; or (b) being effected by enforcement of the Senior Transaction Security in accordance with the terms of the Senior Finance Documents. “Facility Agreement” means a facility agreement dated 28 March 2011 entered into between, amongst others, the Borrower as original Borrower, the Senior Facility Agent as facility agent and the Senior Security Agent as security agent. “Finance Documents” means the Junior Finance Documents and the Senior Finance Documents, as the context requires. “Finance Party” means a Junior Finance Party, a Senior Finance Party and the Proceeds Agent. “Liabilities” means the Junior Liabilities and the Senior Liabilities. “Junior Finance Document” means the Subordination Deed, the Bond Terms, the Junior Guarantee and any document designated as a “Finance Document” by the Issuer and the Bond Trustee. “Junior Finance Party” means the Junior Agent, the Bond Trustee (on behalf of itself and the Bondholders), any receiver or delegate and each of the Bondholders. “Junior Guarantee” means the guarantee provided by the Guarantors in favour of the Junior Finance Parties under a deed of guarantee. “Junior Liabilities” means all present and future liabilities and obligations at any time owing to any Junior Finance Party under the Junior Finance Documents. “Junior Payment Stop Event” shall occur if: (a) a funding shortfall has occurred as determined by the terms of the Facility Agreement; (b) in connection with a payment that is proposed to be made in respect of the Junior Liabilities, a default or event of default has occurred or is continuing or could result from the making of such payment; or (c) aggregate outstandings exceed the borrowing base amount under the Facility Agreement. “Senior Finance Document” means a “Finance Document” as defined under the Facility Agreement. “Senior Finance Party” means a “Finance Party” as defined in the Facility Agreement. “Senior Liabilities” means all present and future liabilities and obligations at any time owing to any Senior Finance Party under the Senior Finance Documents. “Senior Transaction Security” means the Security created or evidenced or expressed to be created or evidenced under or pursuant to a “Security Document” as defined under the Facility Agreement.


Date: May 5, 2026			/s/ ANDREW G. INGLIS
			Andrew G. Inglis
			Chairman of the Board of Directors and Chief Executive Officer
			(Principal Executive Officer)