UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2026 (March 10, 2026)
KOSMOS ENERGY LTD.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-35167 | 98-0686001 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer 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 or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 8.01 Other Events.
On March 10, 2026, Kosmos Energy Ltd. (“Kosmos” or “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) among the Company, Barclays Capital Inc. and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters listed in Schedule A thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters 97,500,000 shares of common stock, par value $0.01 (the “shares”), in a registered public offering (the “Offering”) pursuant to an effective shelf registration statement on Form S-3 (Registration File No. 333-280362) (the “Shelf Registration Statement”). Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option to purchase an additional 14,625,000 shares of common stock of the Company (the “Option”). The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On March 11, 2026 the Underwriters exercised the Option in full.
On March 12, 2026 the Company closed the Offering.
Item 9.01 Financial Statements and Other Exhibits.
(c) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated March 10, 2026, between Kosmos Energy Ltd., Barclays Capital Inc., and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters listed in Schedule A thereto. | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 12, 2026
| KOSMOS ENERGY LTD. | ||
| By: | /s/ NEAL D. SHAH | |
| Neal D. Shah | ||
| Senior Vice President and Chief Financial Officer | ||