SEC Form S-8 filed by Talos Energy Inc.

As filed with the Securities and Exchange Commission on February 25, 2026

Registration No. 333-    

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

TALOS ENERGY INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		82-3532642
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
333 Clay St., Suite 3300 Houston, Texas		77002
(Address of Principal Executive Offices)		(Zip Code)

AMENDED AND RESTATED TALOS ENERGY INC. 2021 LONG TERM INCENTIVE PLAN

(Full title of the plan)

Willian S. Moss III

Executive Vice President and General Counsel

333 Clay Street, Suite 3300

Houston, Texas 77002

(Name and address of agent for service)

(713) 328-3000

(Telephone number, including area code, of agent for service)

 

 

Copies to:

Jackson O’Maley

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700

Houston, Texas 77002

(713) 758-2222

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		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 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). ☐

 

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Talos Energy Inc., a Delaware corporation (the “Company”), to register an additional 2,882,149 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), issuable under the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan (the “Plan”).

The Company previously filed Registration Statements on Form S-8 (File No. 333-256554) on May 27, 2021 and (File No. 333-281398) on August 8, 2024 to register shares of Common Stock for issuance under the Plan and those Registration Statements are incorporated herein by reference except as modified, amended, or superseded by the information set forth in this Registration Statement.

The filing of this Registration Statement does not reflect any amendment to the Plan or any increase in the number of shares of Common Stock authorized for issuance under the Plan. Rather, this Registration Statement is being filed solely to register additional shares of Common Stock that are already available for issuance pursuant to the terms of the Plan but were not previously registered under the Securities Act, to ensure that a sufficient number of shares are registered under the Securities Act to satisfy the Company’s anticipated equity award obligations under the Plan.

The Company is filing this Registration Statement on the short form available under General Instruction E to Form S-8, which permits the registration of additional securities of the same class as other securities for which a registration statement filed on Form S-8 relating to the same employee benefit plan is effective.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

 

Exhibit Number		Exhibit Description
4.1		Second Amended and Restated Certificate of Incorporation of Talos Energy Inc. (incorporated by reference herein to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 14, 2023).
4.2		Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Talos Energy Inc. (incorporated by reference herein to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed with the Commission on May 23, 2024).
4.3		Second Amended and Restated Bylaws Talos Energy Inc. (incorporated by reference herein to Exhibit 3.2 to Registrant’s Current Report on Form 8-K filed with the Commission on February 14, 2023).
4.4		Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan (incorporated by reference herein to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the Commission on May 23, 2024).
5.1*		Opinion of Vinson & Elkins L.L.P.
23.1*		Consent of Ernst & Young LLP.
23.2*		Consent of Netherland, Sewell & Associates, Inc.
23.3*		Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 to this Registration Statement).
24.1*		Power of Attorney (included in the signature page of this Registration Statement).
107.1*		Calculation of Filing Fee Table.

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on February 25, 2026.

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below appoints William S. Moss III and Zachary B. Dailey, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement and any registration statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on February 25, 2026.

 

Signatures		Title
/s/ Paul Goodfellow Paul Goodfellow		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Zachary B. Dailey Zachary B. Dailey		Chief Financial Officer and Executive Vice President (Principal Financial Officer)
/s/ Gregory Babcock Gregory Babcock		Chief Accounting Officer and Vice President (Principal Accounting Officer)
/s/ Neal P. Goldman Neal P. Goldman		Chairman of the Board
/s/ Paula R. Glover Paula R. Glover		Director
/s/ John “Brad” Juneau John “Brad” Juneau		Director

/s/ Richard Sherrill Richard Sherrill		Director
/s/ Charles M. Sledge Charles M. Sledge		Director
/s/ Shandell Szabo Shandell Szabo		Director