Kosmos Energy Ltd. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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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 (
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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 | ||