UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities Exchange ~~reported):~~Act of 1934

Date of Report (Date of earliest event reported): March 212, 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 28.~~02 Results~~01 ofOther ~~Operations and Financial Condition~~Events.

On March 2 10, 2026, Kosmos Energy Ltd. (~~the~~“Kosmos” or “Company”) entered ~~issued~~into aan ~~news~~underwriting ~~release~~agreement ~~announcing~~(the ~~results~~“Underwriting ~~for~~Agreement”) among the ~~fiscal~~Company, ~~quarter~~Barclays Capital Inc. and ~~year~~Stifel, Nicolaus ~~ended~~& ~~December 31~~Company, ~~2025.~~Incorporated, as representatives of the several underwriters listed in Schedule A ~~copy~~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 ~~news~~“shares”), in ~~release~~a ~~issued~~registered bypublic 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 ~~attached~~qualified ~~hereto~~in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 99 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~The~~On ~~information~~March in11, ~~this~~2026 ~~Form 8-K~~the ~~and~~Underwriters ~~Exhibit 99.1~~exercised ~~shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~Option ~~Exchange~~in ~~Act of 1934, as amended, or otherwise subject to liabilities of that Section~~full.

~~Item~~On ~~7.01~~March ~~Regulation~~12, FD2026 ~~Disclosure~~the Company closed the Offering.

OnItem ~~March 2, 2026, the Company issued a news release announcing results for the fiscal quarter and year ended December 31, 2025~~9.01 AFinancial ~~copy~~Statements ~~of the news release issued by the Company is attached hereto as Exhibit 99.1~~ and isOther ~~incorporated herein by reference~~Exhibits.

~~The~~(c) information in this Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section.Exhibits

Item 9.01 Financial Statements and 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).

(d)			Exhibits.			The following exhibit is furnished as part of this current report on Form 8-K:
			99.1			News Release dated March 2, 2026 announcing results for the fiscal quarter and year ended December 31, 2025.

SIGNATURES

2Pursuant 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.

~~SIGNATURES~~Date: March 12, 2026

~~Pursuant~~KOSMOS toENERGY ~~the~~LTD. ~~requirements~~By: of/s/ ~~the~~NEAL ~~Securities~~D. ~~Exchange~~SHAH ~~Act~~Neal ofD. ~~1934,~~Shah asSenior ~~amended,~~Vice ~~the~~President ~~registrant~~and ~~has~~Chief ~~duly~~Financial ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officer

Date: March 2, 2026

KOSMOS ENERGY LTD. By: /s/ NEAL D. SHAH Neal D. Shah Senior Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.						Description
99.1						News Release dated March 2, 2026 announcing results for the fiscal quarter and year ended December 31, 2025.

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