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424B5 1 tm268243-2_424b5.htm 424B5 tm268243-2_424b5 - none - 7.4879902s

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-280362

Prospectus Supplement
(To Prospectus dated June 20, 2024)

97,500,000 Shares of Common Stock

Kosmos Energy Ltd.

We are offering 97,500,000 shares of our common stock, par value $0.01 per share.

Our common stock is listed on The New York Stock Exchange (“NYSE”) and The London Stock Exchange (“LSE”) under the symbol “KOS.” The last reported sale price of our common stock on the NYSE on March 10, 2026 was $2.41 per share.

We intend to use the net proceeds from this offering to repay $100,000,000 of outstanding borrowings under our Facility (as defined herein) and the remainder for repayment of additional outstanding debt.

We have granted the underwriters a 30-day option to purchase up to an additional 14,625,000 shares of common stock from us, at the public offering price, less the underwriting discounts and commissions.

Investing in our common stock involves risks. See “Risk Factors” beginning on page S-7 of this prospectus supplement and on page 5 of the accompanying prospectus.

	Price to Public			Underwriting Discounts and Commissions			Proceeds to Kosmos Before Expenses
Per Share		$	1.90		$	0.0643		$	1.8357
Total		$	185,250,000		$	6,269,250		$	178,980,750

Neither the Securities and Exchange Commission, any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Certain of our directors and officers have agreed to purchase approximately 3.7 million shares of our common stock in this offering at the public offering price.

The underwriters expect to deliver the common stock to purchasers on or about March 12, 2026.

Joint Book-Running Managers

Barclays

Stifel

Standard Bank

Co-Managers

Absa Bank Limited

ING

Natixis

Nedbank Limited

Clarksons Securities

Johnson Rice & Company L.L.C.

The date of this prospectus supplement is March 10, 2026

	Page
Prospectus Supplement
About This Prospectus Supplement and the Accompanying Prospectus		S-iii
Basis of Presentation		S-iii
Non-U.S. GAAP Financial Measures		S-iii
Cautionary Note Regarding Forward-Looking Statements		S-iv
Summary		S-1
The Offering		S-3
Summary Historical Financial Data		S-5
Risk Factors		S-7
Use of Proceeds		S-9
Capitalization		S-10
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Common Stock		S-12
Certain Erisa Considerations		S-15
Underwriting (Conflicts of Interest)		S-18
Legal Matters		S-27
Independent Registered Public Accounting Firm		S-27
Independent Reserve Engineers		S-27
Where You Can Find Additional Information and Incorporation of Certain Information by Reference		S-27
Prospectus
Kosmos Energy Ltd.		1
Where You Can Find More Information		2
Special Note on Forward-Looking Statements		3
Risk Factors		5
Description of Capital Stock		6
Description of Debt Securities		11
Description of Guarantees of Debt Securities		11
Description of Warrants		11

	Page
Description of Purchase Contracts		11
Description of Units		12
Forms of Securities		12
Plan of Distribution		14
Validity of Securities		16
Experts		16

	Years Ended December 31,
	2025			2024			2023
	(In thousands)
Revenues and other income:
Oil and gas revenue		$	1,288,352		$	1,675,358		$	1,701,608
Gain on sale of assets			2,200			—			—
Other income, net			1,098			204			(73)
Total revenues and other income			1,291,650			1,675,562			1,701,535
Costs and expenses:
Oil and gas production			708,902			530,514			390,097
Exploration expenses			223,616			119,907			42,278
General and administrative			76,120			100,155			99,532
Depletion, depreciation and amortization			556,774			456,774			444,927
Impairment of long-lived assets			177,563			—			222,278
Interest and other financing costs, net			223,430			88,598			95,904
Derivatives, net			(53,665)			12,099			11,128
Other expenses, net			13,491			17,703			23,656
Total costs and expenses			1,926,231			1,325,750			1,329,800
Income (loss) before income taxes			(634,581)			349,812			371,735
Income tax expense			65,205			159,961			158,215
Net income (loss)		$	(699,786)		$	189,851		$	213,520

	As of December 31,
	2025			2024
	(In thousands)
Cash and cash equivalents(1)		$	91,518		$	84,972
Total current assets			427,874			446,132
Property and equipment, net			3,733,784			4,444,221
Total other assets			534,968			418,635
Total assets			4,696,626			5,308,988
Total current liabilities			572,307			594,948
Total long-term liabilities			3,595,729			3,513,616
Total stockholders’ equity			528,590			1,200,424
Total liabilities and stockholders’ equity			4,696,626			5,308,988

	Actual			As Adjusted			As Further Adjusted
	(In thousands, unaudited)
Cash and cash equivalents(1)		$	91,518		$	91,518		$	169,499(2)
Debt:
Facility		$	1,200,000		$	1,100,000		$	1,000,000
7.125% Senior Notes			100,000			—			—
7.750% Senior Notes(3)			350,000			100,000			100,000
7.500% Senior Notes			400,274			400,274			400,274
8.750% Senior Notes			500,000			500,000			500,000
3.125% Convertible Senior Notes			400,000			400,000			400,000
11.250% Senior Secured Notes			—			350,000			350,000
GoA Term Facility			150,000			250,000			250,000
Total Debt		$	3,100,274		$	3,100,274		$	3,000,274
Stockholders’ equity:
Preference shares, $0.01 par value; 200,000,000 authorized shares; zero issued		$	—		$	—		$	—
Common stock, $0.01 par value; 2,000,000,000 authorized shares; 522,590,223 issued (actual and as adjusted) and 620,090,223 issued (as further adjusted)			5,226			5,226			6,201
Additional paid-in capital			2,542,627			2,542,627			2,719,633
Accumulated deficit			(1,782,256)			(1,782,256)			(1,782,256)
Treasury stock, at cost, 44,263,269 (actual, as adjusted and as further adjusted)			(237,007)			(237,007)			(237,007)
Total stockholders’ equity			528,590			528,590			706,571
Total capitalization		$	3,628,864		$	3,628,864		$	3,706,845

Underwriters	Number of Shares
Barclays Capital Inc.		38,268,750
Stifel, Nicolaus & Company, Incorporated		38,268,750
The Standard Bank of South Africa Limited		4,387,500
Natixis Securities Americas LLC		3,412,500
ING Financial Markets LLC		3,412,500
Absa Bank Limited		3,412,500
Nedbank Limited (acting through its Nedbank Corporate and Investment Banking division)		3,412,500
Clarksons Securities AS		1,462,500
Johnson Rice & Company L.L.C.		1,462,500
Total		97,500,000

	No Exercise			Full Exercise
Per Share		$	0.0643		$	0.0643
Total		$	6,269,250		$	7,209,637

	Years Ended December 31,
	2025			2024			2023
	(in thousands)
Net cash provided by (used in):
Operating activities		$	134,012		$	678,249		$	765,170
Investing activities			(401,199)			(966,056)			(994,850)
Financing activities			299,654			274,323			141,620

	Years Ended December 31,
	2025			2024			2023
	(in thousands)
EBITDAX(1)		$	542,776		$	1,070,356		$	1,238,151
Capital Expenditures		$	292,188		$	828,813		$	849,999

SEC Form 424B5 filed by Kosmos Energy Ltd.