Talos Energy Announces Pricing of Offering of $800 Million of Second-Priority Senior Secured Notes due 2034 (Form 8-K)

Talos Energy Announces Pricing of Offering of $800 Million of Second-Priority Senior Secured Notes due 2034

HOUSTON, July 1, 2026 - Talos Energy Inc. ("Talos") (NYSE: TALO) today announced that Talos Production Inc. (the "Company"), a wholly owned subsidiary of Talos, has priced an offering (the "Offering") of $800 million in aggregate principal amount of new 8.000% Second-Priority Senior Secured Notes due 2034 (the "New Notes"). The Company intends to use the net proceeds from the Offering to (i) fund a portion of the cash consideration for the Company's recently announced pending Gulf of America acquisition (the "Acquisition"), (ii) fund the redemption (the "Redemption") of all of the outstanding 9.000% Second-Priority Senior Secured Notes due 2029 issued by the Company (the "2029 Notes"), and (iii) pay related fees and expenses. The Offering is expected to close on or about July 13, 2026, subject to customary closing conditions.

If the Acquisition is not consummated on or before December 31, 2026, if the Company notifies the trustee of the New Notes that it will not pursue the consummation of the Acquisition, or if the third-party preferential right to purchase certain assets subject to the Acquisition is exercised, then an aggregate of $175 million principal amount of the New Notes will be subject to a "special mandatory redemption" at a redemption price equal to 100% of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

It is expected that the New Notes will be guaranteed on a senior basis by Talos and certain of the Company's existing and future subsidiaries and will initially be secured on a second-priority basis by substantially the same collateral as the Company's existing first-priority obligations under its senior reserves-based revolving credit facility.

The New Notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to persons outside the United States only in compliance with Regulation S under the Securities Act. The New Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.