Form 8-K
8-K — TALOS ENERGY INC.
Accession: 0001193125-26-401182
Filed: 2026-09-24
Period: 2026-09-22
CIK: 0001724965
SIC: 1311 (CRUDE PETROLEUM & NATURAL GAS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — talo-20260922.htm (Primary)
EX-99.1 (talo-ex99_1.htm)
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8-K
8-K (Primary)
Filename: talo-20260922.htm · Sequence: 1
8-K
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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): September 22, 2026
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
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Director
On September 22, 2026, the Board of Directors (the “Board”) of Talos Energy Inc. (the “Company”) appointed Barbara J. Faulkenberry, Major General, U.S. Air Force (Retired), as a member of the Board, effective October 1, 2026. General Faulkenberry will serve as a director until her successor is duly elected and qualified, or if earlier, until her death, disability, resignation, disqualification or removal. General Faulkenberry's appointment will expand the Board to seven directors.
General Faulkenberry is a retired U.S. Air Force two-star general recognized for her leadership in global operations, logistics, strategy, and risk management. During a distinguished military career spanning more than 30 years, General Faulkenberry served in a variety of operational, strategic and command leadership roles throughout the United States and internationally from 1982 until her retirement in 2014.
General Faulkenberry served on the board of Callon Petroleum Company (formerly NYSE: CPE) from 2018 to April 2024 when it was acquired by APA Corporation. She also served on the boards of Target Hospitality Corp. (NASDAQ Capital Market: TH), a national provider of vertically integrated modular accommodation and hospitality services, from 2021 to 2023 and USA Truck Inc. (formerly NASDAQ Stock Market LLC: USAK), a publicly traded provider of trucking services, from 2016 to 2022 when it was acquired by DB Schenker.
General Faulkenberry received a Bachelor of Science from the United States Air Force Academy, a Master of Business Administration from Georgia College & State University, a Master of Airpower Art and Science from the School of Advanced Airpower Studies, and a Master of National Security from the National Defense University.
Committee assignments for General Faulkenberry have not yet been determined.
General Faulkenberry is not related to any officer or director of the Company. There are no arrangements or understandings between General Faulkenberry and any other person pursuant to which General Faulkenberry was selected as a director and there are no transactions between General Faulkenberry and the Company that would require disclosure under Item 404(a) of Regulation S-K. The Board has affirmatively determined that General Faulkenberry satisfies the independence requirements of the New York Stock Exchange and the Company's Corporate Governance Guidelines.
Consistent with the Company's non-employee director compensation program, General Faulkenberry will be entitled to receive the Company's customary compensation for service on the Board. A description of the Company’s non-employee director compensation program is included in the Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 22, 2026 and such description is hereby incorporated by reference into this Item 5.02.
Director Indemnification Agreement
In connection with the appointment of General Faulkenberry to the Board, the Company will enter into a customary indemnification agreement (the “Indemnification Agreement”), substantially in the form previously approved by the Board and filed as Exhibit 10.12 to the Company’s Form 10-K, filed with the SEC on February 29, 2024. The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference into this Item 5.02.
Item 7.01 Regulation FD Disclosure.
On September 23, 2026, the Company issued a press release announcing General Faulkenberry’s appointment to the Board. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Description
10.1
Form of Indemnification Agreement (Directors and Officers) (incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K (File No. 001-38497) filed with the SEC on February 29, 2024).
99.1
Press Release, dated September 23, 2026.
Exhibit
Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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:
September 24, 2026
By:
/s/ William S. Moss III
William S. Moss III
Executive Vice President, General Counsel and Secretary
EX-99.1
EX-99.1
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EX-99.1
Exhibit 99.1
Talos Energy Appoints Barbara Faulkenberry to Board of Directors
Houston, Texas, September 23, 2026 – Talos Energy Inc. (“Talos” or the “Company”) (NYSE: TALO) today announced the appointment of Barbara J. Faulkenberry, Major General, U.S. Air Force (Retired), to its Board of Directors, effective October 1, 2026. General Faulkenberry's appointment will expand the Board to seven directors.
Talos Chairman of the Board Neal P. Goldman commented, "We are very pleased to add Barbara to Talos's Board. Barbara brings more than three decades of leadership experience and a unique combination of global operations, logistics, strategy, and risk management expertise developed during a distinguished military career and prior public company board service. We believe her background and perspective will be a valuable asset as we continue executing our long-term strategy to strengthen Talos's position as the leading pure-play offshore E&P company."
General Faulkenberry retired from the United States Air Force in 2014 as a Major General (2-stars) after a 32-year career. Her last assignment was as Vice Commander (COO) overseeing rapid global mobility operations of 37,000 personnel and 1,100 aircraft. General Faulkenberry received a Bachelor of Science from the United States Air Force Academy, a Master of Business Administration from Georgia College & State University, and a Master of National Security from the National Defense University. She has also completed strategic leadership courses at Harvard University, University of Cambridge, and Syracuse University.
General Faulkenberry brings to the Company senior leadership experience in the areas of global operations, logistics, and risk management, as well as extensive public company board experience, including six years of service on the board of Callon Petroleum Company, a publicly traded exploration and production company, where she served on the Audit and Compensation Committees and chaired the Nominating and ESG Committee. She also served on the boards of Target Hospitality Corp. and USA Truck, Inc., where she chaired the Technology and Strategy & Risk Committees.
ABOUT TALOS ENERGY
Talos Energy (NYSE: TALO) is a technically driven, innovative, independent energy company focused on safely maximizing long-term value through its Exploration & Production business in the United States Gulf of America and offshore Mexico. We leverage decades of technical and offshore operational expertise to acquire, explore, and produce assets in key geological trends while maintaining a focus on safe and efficient operations, environmental responsibility, and community impact. For more information, visit www.talosenergy.com.
INVESTOR RELATIONS CONTACT
Kyle Sahni
Kyle.Sahni@talosenergy.com
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This communication may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this communication, the words “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,” “may,” “objective,” “plan” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All statements, other than statements of historical fact included in this communication, are forward-looking statements, including, but not limited to, statements regarding our plans and expectations regarding the Company’s long-term strategy to strengthen its position as the leading pure-play offshore E&P company, the director’s contributions to the Board, and the Company’s prospects, plans and objectives of management. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.
We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, our ability to successfully execute our strategy; integrate and realize the anticipated benefits of our acquisitions; the risk that actual production, operating costs, capital expenditures, reserves, recoverable resources or cash flows differ materially from current estimates; changes in market conditions affecting the oil and gas industry or long-term oil and gas price levels; political or regulatory developments; reservoir performance; environmental, technical or operating factors; the uncertainty inherent in projecting future rates of production, cash flows and access to capital; the timing of expenditures; risks associated with future decommissioning, abandonment and asset retirement obligations that may exceed current estimates; risks associated with future financial assurance or other regulatory requirements applicable to our assets;
TALOS ENERGY INC. 333 Clay St., Suite 3300, Houston, TX 77002
risks and uncertainties related to economic, market or business conditions; and the other risks and uncertainties discussed in our most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other Securities and Exchange Commission filings.
Should one or more of the risks or uncertainties described herein occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this communication are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this communication.
TALOS ENERGY INC. 333 Clay St., Suite 3300, Houston, TX 77002
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