タロスエナジーの適時開示・重要契約・その他

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): December 08, 2025

    

Talos Energy Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38497	82-3532642
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

333 Clay Street
Houston, Texas		77002
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (713) 328-3000

    

     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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TALO	New York Stock Exchange

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 1.01 Entry into a Material Definitive Agreement.

Amendment to Extend Cooperation Agreement

On December 8, 2025, Talos Energy Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Cooperation Agreement dated as of December 16, 2024 (“Cooperation Agreement”) with Control Empresarial de Capitales, S.A. de C.V. (“Control Empresarial”), an entity controlled by the family of Carlos Slim, which entity beneficially owns more than 5% of a class of the Company’s voting securities. The parties to the Cooperation Agreement entered into the Amendment to extend the period of the Cooperation Agreement for an additional year, to December 16, 2026.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description

10.1*		Amendment to Cooperation Agreement effective as of December 8, 2025, Control Empresarial de Capitales, S.A. de C.V. between Talos Energy, Inc. and Control Empresarial de Capitales, S.A. de C.V.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			TALOS ENERGY INC.

Date:	December 11, 2025	By:	/s/ William S. Moss III
			William S. Moss III Executive Vice President, General Counsel and Secretary

EX-10.1 2 talo-ex10_1.htm EX-10.1 EX-10.1

AMENDMENT TO COOPERATION AGREEMENT

This Amendment (the “Amendment”) to the Cooperation Agreement dated as of December 16, 2024 (the “Cooperation Agreement”) is entered into as of December 8, 2025, by and among Control Empresarial de Capitales, S.A. de C.V. (the “Investor”) and Talos Energy Inc. (the “Company”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Cooperation Agreement.

WHEREAS, the Company and the Investor (together with their respective affiliates) have maintained a constructive and collaborative relationship, working together in good faith with regard to certain Company-related matters; and

WHEREAS, the Company and the Investor desire to continue this positive engagement and cooperation; and

WHEREAS, in furtherance of that shared commitment, the parties wish to extend the duration of the Standstill Period under the Cooperation Agreement.

NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Extension of Standstill Period.
Section 1 of the Cooperation Agreement (Contests; Standstill; and Other Matters) is hereby amended solely to extend the expiration of the Standstill Period until December 16, 2026; accordingly, all references in the Cooperation Agreement to the “Standstill Period” now refer to such period as extended to such later date.

No Other Amendments.
Except for the amendment set forth in Section 1 above, all terms, conditions, covenants and provisions of the Cooperation Agreement shall remain in full force and effect and are hereby ratified and confirmed.

Miscellaneous.

(a) This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(b) Signatures transmitted electronically (including via .pdf or other digital means) shall be deemed to have the same effect as original signatures.

(c) When this Amendment is executed and delivered by the parties hereto, the Cooperation Agreement and this Amendment shall be considered one document, and all of the provisions of Section 5 of the Cooperation Agreement shall apply to this Amendment in the same manner as it applies to the Cooperation Agreement.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.


	TALOS ENERGY INC.
	By: /s/ Paul Goodfellow
	Name: Paul Goodfellow
	Title: President and Chief Executive Officer


	CONTROL EMPRESARIAL DE CAPITALES, S.A. DE C.V.
	By: /s/ Víctor Manuel Gutierrez Lopez
	Name: Víctor Manuel Gutierrez Lopez
	Title: Attorney-in-Fact