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):

~~September~~November 243, 2025

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 12.~~01.~~02 Results ~~Entry~~of ~~into~~Operations aand ~~Material~~Financial ~~Definitive Agreement~~Condition.

On ~~September 24~~November 3, 2025, Kosmos Energy Ltd. (the “Company”) ~~announced~~issued ~~that~~a ~~its~~news ~~wholly~~release ~~owned~~announcing ~~subsidiary,~~results ~~Kosmos~~for ~~Energy~~the ~~Gulf~~fiscal ofquarter ~~Mexico~~ended ~~Operations~~September 30, ~~LLC~~2025. ~~(the~~A ~~“Borrower”),~~copy ~~and certain~~ of ~~Borrower’s Gulf of America related affiliates (~~the ~~“Guarantors”)~~news ~~entered~~release ~~into~~issued aby ~~Senior Secured Term Loan Credit Agreement (~~the ~~“Credit Agreement”) with Shell Trading (US)~~ Company ~~(“STUSCO”,~~is orattached ~~the~~hereto ~~“Lender”) and Ankura Trust Company, LLC,~~ as ~~administrative~~Exhibit 99.1 ~~agent~~ and ~~collateral~~is ~~agent~~incorporated ~~(the~~herein ~~“Agent”).~~by reference.

The ~~following~~information isin athis ~~summary~~Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the ~~key~~Securities ~~terms~~Exchange Act of ~~the~~1934, ~~Credit~~as ~~Agreement~~amended, ~~and~~or ~~related~~otherwise ~~agreements:~~subject to liabilities of that Section.

~~▪Amounts:~~Item ~~The~~7.01 ~~Credit~~Regulation ~~Agreement~~FD provides for a term loan facility that is structured in two tranches, with the first tranche consisting of a 4-year term loan in an aggregate principal amount of $150,000,000, to be funded on October 1, 2025, and a second tranche comprising commitments to lend up to an additional $100,000,000, available for drawing until April 1, 2026 (collectively, the “Term Loan Facility”)Disclosure.

~~▪Use~~On ofNovember 3, ~~Proceeds:~~2025, ~~The Borrower intends to use~~ the ~~proceeds~~Company ~~from~~issued ~~the~~a ~~Term~~news ~~Loan~~release ~~Facility~~announcing toresults ~~fund~~for the ~~redemption~~fiscal orquarter ~~repayment~~ended ofSeptember 30, ~~the Company’s outstanding 7~~2025.~~125%~~ ~~senior~~A ~~notes~~copy ~~due~~of ~~2026. Thereafter,~~ the ~~Borrower~~news ~~may~~release ~~use~~issued ~~any~~by ~~available proceeds from~~ the ~~Term~~Company ~~Loan~~is ~~Facility~~attached ~~for~~hereto ~~providing~~as ~~working~~Exhibit 99.1 ~~capital~~ and ~~funding~~is ~~general~~incorporated ~~operating~~herein ~~expenses~~by ~~of the Borrower~~reference.

~~▪Interest:~~The ~~Interest~~information onin ~~outstanding~~this ~~loans~~Form 8-K ~~under~~and ~~the~~Exhibit 99.1 ~~Term~~shall ~~Loan~~not ~~Facility~~be isdeemed ~~payable~~“filed” ~~quarterly~~for inpurposes ~~arrears~~of atSection 18 aof ~~rate~~the ~~per~~Securities ~~annum~~Exchange ~~equal~~Act toof ~~the~~1934, ~~Term~~as ~~SOFR~~amended, ~~for~~or ~~such~~otherwise ~~Interest~~subject ~~Period~~to ~~plus~~liabilities ~~the applicable rate~~ of ~~3.75%~~that ~~per annum~~Section.

~~▪Guarantee:~~Item ~~The Borrower’s obligations under the Term Loan Facility are guaranteed by the Guarantors (the Borrower and Guarantors are hereinafter referred to as the “Loan Parties”)~~9.01 ~~Each~~Financial ~~Guarantor~~Statements ~~has agreed to guarantee the obligations of each other Loan Party~~ and ~~to grant to the Agent, for the benefit of the secured parties, first priority liens on certain collateral~~Exhibits.

▪Security: Subject to certain exceptions, the obligations of the Loan Parties under the Term Loan Facility are secured by first priority liens on certain assets of the Loan Parties, including all Gulf of America Assets (as defined in the Credit Agreement) owned by the Loan Parties or their respective subsidiaries.



(d)	Exhibits.	The following exhibit is furnished as part of this current report on Form 8-K:

	99.1	News Release dated November 3, 2025 announcing results for the fiscal quarter ended September 30, 2025.

▪Covenants: The Credit Agreement contains customary affirmative and negative covenants, including covenants that affect the ability of the Loan Parties and their respective subsidiaries to incur additional indebtedness, create liens, merge, dispose of assets, and make distributions, dividends, investments or capital expenditures, among other things.

▪Events of Default: The Credit Agreement includes certain customary representations and warranties, indemnities and events of default that, subject to certain materiality thresholds and grace periods, arise as a result of a payment default, failure to comply with covenants, material inaccuracy of representation or warranty, and certain bankruptcy or insolvency proceedings. If there is an event of default, the Lender may declare all or any portion of the outstanding indebtedness to be immediately due and payable and exercise any rights they might have (including against the collateral).

The foregoing description of the Credit Agreement is not complete and is qualified in its entirety by reference to the text of the Credit Agreement. A copy of the Credit Agreement will be filed as an exhibit to Kosmos Energy’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Form 8-K is incorporated by reference to this Item 2.03.

Item 7.01 Regulation FD.

The Company issued a conditional notice of partial redemption on September 25, 2025, with respect to $150,000,000 principal amount of its 7.125% senior notes due 2026 (the “Notes”). Redemption of the Notes will occur on October 6, 2025.

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: ~~September 30~~November 3, 2025

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

INDEX TO EXHIBITS


Exhibit No.						Description
99.1						News Release dated November 3, 2025 announcing results for the fiscal quarter ended September 30, 2025.

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