kos-20260126

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):

January 26, 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 7.01 Regulation FD Disclosure.

Tender Offer Early Tender Time Extension

On January 26, 2026, Kosmos Energy Ltd. (“Kosmos” or the “Company”) announced that it is extending the Early Tender Time and Withdrawal Deadline (each as defined in the Company’s Offer to Purchase dated January 12, 2026, as amended and supplemented (the “Offer to Purchase”)) relating to the Company’s cash tender offer (the “Tender Offer”) of up to $250.0 million aggregate principal amount of its outstanding 7.750% Senior Notes due 2027 (the “Notes”).

Each of the Early Tender Time and Withdrawal Deadline is extended from 5:00 p.m., New York City time, on January 26, 2026, to 5:00 p.m., New York City time, on January 28, 2026, to provide holders of Notes additional time to submit tender instructions and remain eligible to receive the Total Consideration (as defined in the Offer to Purchase).

***

This report does not constitute an offer to purchase or a solicitation to sell the Notes subject to the Tender Offer.

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: January 26, 2026


KOSMOS ENERGY LTD.


By:			/s/ Neal D. Shah
			Neal D. Shah
			Senior Vice President, Chief Financial Officer

Kosmos Energy Ltd. filed SEC Form 8-K: Regulation FD Disclosure