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Debt | 9 Months Ended
--- | ---
Sep. 30, 2025
Debt Disclosure [Abstract] |
Debt | Debt
| September 30, 2025 |  | December 31, 2024
| (In thousands)
Outstanding debt principal balances: |  |  |
Facility | $ | 1,125,000 |  |  | $ | 900,000 |
7.125% Senior Notes | 250,000 |  |  | 250,000 |
7.750% Senior Notes | 350,000 |  |  | 350,000 |
7.500% Senior Notes | 400,274 |  |  | 400,274 |
8.750% Senior Notes | 500,000 |  |  | 500,000 |
3.125% Convertible Senior Notes | 400,000 |  |  | 400,000 |
Total long-term debt | 3,025,274 |  |  | 2,800,274 |
Unamortized deferred financing costs and discounts(1) | (46,774) |  |  | (55,562) |
Total debt, net | 2,978,500 |  |  | 2,744,712 |
Less: Current maturities of long-term debt | (250,000) |  |  | — |
Long-term debt, net | $ | 2,728,500 |  |  | $ | 2,744,712 |
(1)Includes $25.8 million and $30.4 million of unamortized deferred financing costs related to the Facility, $11.4 million and $14.1 million of unamortized deferred financing costs and discounts related to the Senior Notes, and $9.6 million and $11.1 million of unamortized deferred financing costs related to the 3.125% Convertible Senior Notes as of September 30, 2025 and December 31, 2024, respectively. Facility The Facility supports our oil and gas exploration, appraisal and development programs and corporate activities. As of September 30, 2025, borrowings under the Facility totaled approximately $1.1 billion and the undrawn availability under the Facility was $225.0 million. Final maturity of the Facility is December 31, 2029. In September 2025, during the Fall 2025 redetermination, the Company’s lending syndicate approved a borrowing base at the full Facility size of $1.35 billion. The borrowing base amount is based on the sum of the net present values of net cash flows and relevant capital expenditures reduced by certain percentages as well as value attributable to certain assets’ reserves and/or resources in the Company’s production assets in Ghana and Equatorial Guinea. Interest on the Facility is the aggregate of the applicable margin (4.00% to 5.50%, depending on the length of time that has passed from the date the Facility was entered into), plus the term SOFR reference rate administered by CME Group Benchmark Administration Limited for the relevant period published. Interest is payable on the last day of each interest period (and, if the interest period is longer than six months, on the dates falling at six-month intervals after the first day of the interest period). We pay commitment fees on the undrawn and unavailable portion of the total commitments, if any. Commitment fees are equal to 30% per annum of the then-applicable respective margin when a commitment is available for utilization and, equal to 20% per annum of the then-applicable respective margin when a commitment is not available for utilization. We recognize interest expense in accordance with ASC 835 — Interest, which requires interest expense to be recognized using the effective interest method. We determined the effective interest rate based on the estimated level of borrowings under the Facility. The Facility provides a revolving credit and letter of credit facility. As of September 30, 2025, we had no letters of credit issued under the Facility. When our debt cover ratio exceeds 2.50x, we are required under the Facility to maintain a restricted cash balance that is sufficient to meet the payment of interest and fees for the next six-month period on the 7.125% Senior Notes, the 7.750% Senior Notes, the 7.500% Senior Notes, the 8.750% Senior Notes and the 3.125% Convertible Senior Notes or the Facility, whichever is greater. As of December 31, 2024, our debt cover ratio was 2.54x, partially due to pre-production operating costs associated with the GTA Phase 1 project. During the first quarter of 2025, the Facility lenders waived the requirement to maintain a restricted cash balance through 2025. In July 2025, the Company and the Facility lenders agreed to amend the debt cover ratio required under the Facility. The amendment makes this covenant less restrictive for the two scheduled financial covenant assessment dates in September 2025 and March 2026, up to a maximum of 4.0x and 4.25x, respectively, and thereafter returns to the originally agreed upon ratio of 3.50x for assessment dates thereafter. The change is intended to align the covenant calculation with recent business operations, lower oil prices and the impact of pre-production operating costs associated with the GTA Phase 1 project on our results of operations. We were in compliance with the financial covenants contained in the Facility as of September 30, 2025 (the most recent assessment date) including the liquidity test undertaken covering the Company’s 7.750% Senior Notes due 2027 which was carried out alongside the RBL re-determination in September 2025. The Facility contains customary cross default provisions. 7.125% Senior Notes due 2026 In April 2019, the Company issued $650.0 million of 7.125% Senior Notes and received net proceeds of approximately $640.0 million after deducting fees. The 7.125% Senior Notes mature on April 4, 2026. Interest is payable in arrears each April 4 and October 4, commencing on October 4, 2019. The 7.125% Senior Notes are senior, unsecured obligations of Kosmos Energy Ltd. and rank equal in right of payment with all of its existing and future senior indebtedness (including all borrowings under the 7.750% Senior Notes, the 7.500% Senior Notes, the 8.750% Senior Notes and the 3.125% Convertible Senior Notes) and rank effectively junior in right of payment to all of its existing and future secured indebtedness (including all borrowings under the Facility). The 7.125% Senior Notes are guaranteed on a senior, unsecured basis by certain subsidiaries owning the Company's Gulf of America assets, and on a subordinated, unsecured basis by certain subsidiaries that borrow under, or guarantee, the Facility and that guarantee the 7.750% Senior Notes, the 7.500% Senior Notes, the 8.750% Senior Notes and the 3.125% Convertible Senior Notes. On September 24, 2024, the Company completed the repurchase of an aggregate principal amount of $400.0 million of the 7.125% Senior Notes pursuant to the Company’s cash tender offers for portions of the 7.125% Senior Notes, the 7.750% Senior Notes, and the 7.500% Senior Notes announced on September 9, 2024 (the “Tender Offers”). The 7.125% Senior Notes contain customary cross default provisions. In October 2025, we used proceeds from funding of the first tranche under the GoA Term Loan Facility to complete the partial redemption of an additional aggregate principal amount of $150.0 million of the 7.125% Senior Notes. 7.750% Senior Notes due 2027 In October 2021, the Company issued $400.0 million of 7.750% Senior Notes and received net proceeds of approximately $395.0 million after deducting fees. The 7.750% Senior Notes mature on May 1, 2027. Interest is payable in arrears each May 1 and November 1, commencing on May 1, 2022. The 7.750% Senior Notes are senior, unsecured obligations of Kosmos Energy Ltd. and rank equal in right of payment with all of its existing and future senior indebtedness (including all borrowings under the 7.125% Senior Notes, the 7.500% Senior Notes, the 8.750% Senior Notes and the 3.125% Convertible Senior Notes) and rank effectively junior in right of payment to all of its existing and future secured indebtedness (including all borrowings under the Facility). The 7.750% Senior Notes are guaranteed on a senior, unsecured basis by certain subsidiaries owning the Company's Gulf of America assets, and on a subordinated, unsecured basis by certain subsidiaries that borrow under, or guarantee, the Facility and that guarantee the 7.125% Senior Notes, the 7.500% Senior Notes, the 8.750% Senior Notes and the 3.125% Convertible Senior Notes. On September 24, 2024, the Company completed the repurchase of an aggregate principal amount of $50.0 million of the 7.750% Senior Notes pursuant to the Tender Offers. The 7.750% Senior Notes contain customary cross default provisions. 7.500% Senior Notes due 2028 In March 2021, the Company issued $450.0 million of 7.500% Senior Notes and received net proceeds of approximately $444.4 million after deducting fees. The 7.500% Senior Notes mature on March 1, 2028. Interest is payable in arrears each March 1 and September 1, commencing on September 1, 2021. The 7.500% Senior Notes are senior, unsecured obligations of Kosmos Energy Ltd. and rank equal in right of payment with all of its existing and future senior indebtedness (including all borrowings under the 7.125% Senior Notes, the 7.750% Senior Notes, the 8.750% Senior Notes and the 3.125% Convertible Senior Notes) and rank effectively junior in right of payment to all of its existing and future secured indebtedness (including all borrowings under the Facility). The 7.500% Senior Notes are guaranteed on a senior, unsecured basis by certain subsidiaries owning the Company's Gulf of America assets, and on a subordinated, unsecured basis by certain subsidiaries that borrow under, or guarantee, the Facility and that guarantee the 7.125% Senior Notes, the 7.750% Senior Notes, the 8.750% Senior Notes and the 3.125% Convertible Senior Notes. On September 24, 2024, the Company completed the repurchase of an aggregate principal amount of approximately $49.7 million of the 7.500% Senior Notes pursuant to the Tender Offers. The 7.500% Senior Notes contain customary cross default provisions. 8.750% Senior Notes due 2031 In September 2024, the Company issued $500.0 million of 8.750% Senior Notes (the “8.750% Senior Notes”) and received net proceeds of approximately $494.9 million after deducting fees. The 8.750% Senior Notes mature on October 1, 2031. Interest is payable in arrears each April 1 and October 1, commencing on April 1, 2025. The 8.750% Senior Notes are senior, unsecured obligations of Kosmos Energy Ltd. and rank equal in right of payment with all of its existing and future senior indebtedness (including all borrowings under the 7.125% Senior Notes, the 7.750% Senior Notes, the 7.500% Senior Notes and the 3.125% Convertible Senior Notes) and rank effectively junior in right of payment to all of its existing and future secured indebtedness (including all borrowings under the Facility). The 8.750% Senior Notes are guaranteed on a senior, unsecured basis by certain subsidiaries owning the Company’s Gulf of America assets and on a subordinated, unsecured basis by certain subsidiaries that borrow under, or guarantee, the Facility and that guarantee the 7.125% Senior Notes, the 7.750% Senior Notes, the 7.500% Senior Notes and the 3.125% Convertible Senior Notes. The 8.750% Senior Notes contain customary cross default provisions. 3.125% Convertible Senior Notes due 2030 In March 2024, the Company issued $400.0 million of 3.125% Convertible Senior Notes (the “3.125% Convertible Senior Notes”) and received net proceeds of $390.4 million after deducting fees. The 3.125% Convertible Senior Notes mature on March 15, 2030, unless earlier converted, redeemed or repurchased. Interest is payable in arrears each March 15 and September 15, commencing September 15, 2024. The 3.125% Convertible Senior Notes are senior, unsecured obligations of Kosmos Energy Ltd. and rank equal in right of payment with all of its existing and future senior indebtedness (including all borrowings under the 7.125% Senior Notes, the 7.750% Senior Notes, the 7.500% Senior Notes and the 8.750% Senior Notes) and rank effectively junior in right of payment to all of its existing and future secured indebtedness (including all borrowings under the Facility, to the extent of the value of the assets securing such indebtedness). The 3.125% Convertible Senior Notes are guaranteed on a senior, unsecured basis by certain of our existing subsidiaries that guarantee on a senior basis the 7.125% Senior Notes, the 7.750% Senior Notes, the 7.500% Senior Notes and the 8.750% Senior Notes, and, in certain circumstances, certain of our other existing or future subsidiaries. The 3.125% Convertible Senior Notes are guaranteed on a subordinated, unsecured basis by certain of our existing subsidiaries that borrow under or guarantee the Facility and guarantee on a subordinated basis the 7.125% Senior Notes, the 7.750% Senior Notes, the 7.500% Senior Notes and the 8.750% Senior Notes, and, in certain circumstances, certain of our other existing or future subsidiaries. The 3.125% Convertible Senior Notes indenture contains customary terms and covenants. The Company recorded the 3.125% Convertible Senior Notes, including the debt itself and all embedded derivatives, at cost less debt issuance costs of $9.6 million and has presented the 3.125% Convertible Senior Notes as a single financial instrument in Long-term debt, net in our consolidated balance sheet. No portion of the embedded derivatives required bifurcation from the host debt contract. As of September 30, 2025, the effective annual interest rate on the 3.125% Convertible Senior Notes is approximately 3.70%, including amortization of debt issuance costs. The conversion rate for the 3.125% Convertible Senior Notes is initially 142.4501 shares of our common stock per $1,000 principal amount of 3.125% Convertible Senior Notes (which is the equivalent to an initial conversion price of approximately $7.02 per share of our common stock), subject to adjustments. As of September 30, 2025, no shares have been converted. Capped Call Transactions In connection with the issuance of the 3.125% Convertible Senior Notes, the Company used $49.8 million of the net proceeds from the issuance of the 3.125% Convertible Senior Notes to enter into capped call transactions (the “Capped Call Transactions”). The Capped Call Transactions are generally expected to reduce potential dilution to holders of our common stock upon any conversion of the 3.125% Convertible Senior Notes and/or offset any cash payments that we are required to make in excess of the principal amount of any 3.125% Convertible Senior Notes that are converted, as the case may be, with such reduction and/or offset subject to a cap. The Capped Call Transactions qualify for a derivative scope exception as they are indexed to our common stock and are not required to be accounted for as a separate derivative. Consequently, the Capped Call Transactions have been included as a net reduction to additional-paid-in-capital within stockholders’ equity in our consolidated balance sheet and do not require subsequent remeasurement. GoA Term Loan Facility On September 24, 2025, the Company entered into a senior secured term loan credit agreement secured by first priority liens on all of the Company’s Gulf of America assets (as defined in the Credit Agreement). The GoA Term Loan Facility is structured in two tranches, with the first tranche consisting of a four-year term loan in an aggregate principal amount of $150.0 million, which was funded on October 1, 2025, and a second tranche comprising commitments to lend up to an additional $100.0 million, available for drawing until April 1, 2026. On October 1, 2025, we received net proceeds of $147.2 million from funding of the first tranche after deducting fees and other expenses. On October 6, 2025, the net proceeds were used, together with cash on hand, to fund the redemption of a portion of the 7.125% Senior Notes due 2026 totaling $150.0 million in aggregate. The proceeds from any additional borrowings on the GoA Term Loan Facility is expected to be used to fund the redemption or repayment of the Company’s Senior Notes. Interest on outstanding loans under the GoA Term Loan Facility is payable quarterly in arrears at a rate per annum equal to 3.75% plus the term SOFR reference rate administered by CME Group Benchmark Administration Limited for the relevant period published. The GoA Term Loan Facility matures in 2029, with principal payments beginning June 30, 2026. The GoA Term Loan Facility contains customary affirmative and negative covenants, including covenants that affect our ability to incur additional indebtedness, create liens, merge, dispose of assets, and make distributions, dividends, investments or capital expenditures, among other things. The GoA Term Loan Facility requires the Company to maintain certain financial covenants including: •the GoA field life coverage ratio (as defined in the glossary), not less than 1.50x; and •the GoA net leverage ratio (as defined in the glossary), not more than 3.50x and The GoA Term Loan Facility includes certain representations and warranties, indemnities and events of default that, subject to materiality thresholds and grace periods, arise as a result of a payment of 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, all or any portion of the outstanding indebtedness may be immediately due and payable and other rights may be exercised including against the collateral. Principal Debt Repayments At September 30, 2025, the estimated repayments of debt during the five fiscal year periods and thereafter are as follows:
| Payments Due by Year
| Total |  | 2025(2) |  | 2026 |  | 2027 |  | 2028 |  | 2029 |  | Thereafter
| (In thousands)
Principal debt repayments(1) | $ | 3,025,274 |  |  | $ | — |  |  | $ | 250,000 |  |  | $ | 569,086 |  |  | $ | 796,761 |  |  | $ | 509,427 |  |  | $ | 900,000 |
__________________________________ (1)Includes the scheduled maturities for outstanding principal debt balances. The scheduled maturities of debt related to the Facility as of September 30, 2025 are based on our level of borrowings and our estimated future available borrowing base commitment levels in future periods. Any increases or decreases in the level of borrowings or increases or decreases in the available borrowing base would impact the scheduled maturities of debt during the next five years and thereafter. (2)Represents payments for the period October 1, 2025 through December 31, 2025. Interest and other financing costs, net Interest and other financing costs, net incurred during the periods is comprised of the following:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
| (In thousands)
Interest expense | $ | 58,393 |  |  | $ | 54,530 |  |  | $ | 170,064 |  |  | $ | 162,467 |
Amortization—deferred financing costs | 1,889 |  |  | 2,159 |  |  | 5,662 |  |  | 6,814 |
Debt modifications and extinguishments | — |  |  | 2,263 |  |  | — |  |  | 24,794 |
Capitalized interest | (4,411) |  |  | (42,081) |  |  | (12,921) |  |  | (126,007) |
Deferred interest | 1,079 |  |  | 2,571 |  |  | (714) |  |  | (411) |
Interest income | (7,390) |  |  | (5,710) |  |  | (22,643) |  |  | (16,584) |
Other, net | 8,359 |  |  | 8,380 |  |  | 25,147 |  |  | 24,766 |
Interest and other financing costs, net | $ | 57,919 |  |  | $ | 22,112 |  |  | $ | 164,595 |  |  | $ | 75,839 |
Cash payments for interest totaled $28.6 million and $42.2 million for the three months ended September 30, 2025 and 2024, respectively, and $134.4 million and $132.7 million for the nine months ended September 30, 2025 and 2024, respectively. Capitalized interest totaled $4.4 million and $42.1 million for the three months ended September 30, 2025 and 2024, respectively, and $12.9 million and $126.0 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease in capitalized interest during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 is primarily due to the achievement of first gas production on the GTA Phase 1 project on December 31, 2024, after which we no longer capitalize interest on the project.

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