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Debt | 6 Months Ended
--- | ---
Jun. 30, 2026
Debt Disclosure [Abstract] |
Debt | Debt
| June 30, 2026 |  | December 31, 2025
| (In thousands)
Outstanding debt principal balances: |  |  |
Facility | $ | 773,000 |  |  | $ | 1,200,000 |
7.125% Senior Notes | — |  |  | 100,000 |
7.750% Senior Notes | 99,973 |  |  | 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 |
11.250% Senior Secured Bonds | 350,000 |  |  | — |
GoA Term Loan Facility | 196,429 |  |  | 150,000 |
Total long-term debt | 2,719,676 |  |  | 3,100,274 |
Unamortized deferred financing costs and discounts(1) | (47,501) |  |  | (47,515) |
Total debt, net | 2,672,175 |  |  | 3,052,759 |
Less: Current maturities of long-term debt | (145,303) |  |  | (132,143) |
Long-term debt, net | $ | 2,526,872 |  |  | $ | 2,920,616 |
(1)Includes $21.7 million and $24.3 million of unamortized deferred financing costs related to the Facility, $8.0 million and $10.4 million of unamortized deferred financing costs and discounts related to the Senior Notes, and $8.0 million and $9.0 million of unamortized deferred financing costs related to the 3.125% Convertible Senior Notes, $6.3 million and $0.8 million of unamortized deferred financing costs related to the 11.250% Senior Secured Bonds and $3.5 million and $3.0 million of unamortized deferred financing costs related to the GoA Term Loan Facility as of June 30, 2026 and December 31, 2025, respectively. Facility The Facility supports our oil and gas exploration, appraisal and development programs and corporate activities. The amount of funds available to be borrowed under the Facility, also known as the borrowing base amount, is determined every March and September. In April 2026, during the Spring 2026 redetermination, the Company’s lending syndicate approved a borrowing base at approximately $1.25 billion. The borrowing base amount was 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. Following the closing of the sale of all our participating interest in the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea on June 16, 2026, the Company’s production assets in Equatorial Guinea are no longer included in the borrowing base amount, and, as agreed with the lending syndicate, the borrowing base has been reduced to approximately $1.2 billion. As of June 30, 2026, borrowings under the Facility totaled approximately $0.8 billion and the undrawn availability under the Facility was approximately $440 million. Final maturity of the Facility is December 31, 2029. 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 June 30, 2026, 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 7.750% 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. During the first quarter of 2025, the Facility lenders waived the requirement to maintain a restricted cash balance until the financial covenant test date to be calculated on March 31, 2026. During the second quarter of 2026, the Facility lenders agreed to reduce the amount of the required restricted cash balance to three months of interest and fees until the September 30, 2026 financial covenant test date, after which the amount of the required restricted cash balance will be determined as usual. Our debt cover ratio for the most recent March 31, 2026 financial covenant test date exceeded 2.50x and the estimated restricted cash funding requirement is approximately $23.5 million. As of June 30, 2026 we have funded approximately $23.5 million into the debt service reserve account as required under the terms of the Facility. In July 2025, the Company and the Facility lenders agreed to amend the debt cover ratio required under the Facility. The amendment made this covenant less restrictive for the following two scheduled financial covenant assessment dates, up to a maximum of 4.0x and 4.25x, respectively, and thereafter returned to the originally agreed upon ratio of 3.50x for assessment dates thereafter. In February 2026, we further amended the debt cover ratio calculation through September 2026. This most recent amendment makes the covenant less restrictive for the following two scheduled financial covenant assessment dates, up to a maximum of 4.5x and 4.25x respectively, and for purposes of the financial covenant assessment date in March 2026, the calculation was made excluding the Company’s Mauritania and Senegal business unit. The debt cover ratio returns to the originally agreed upon ratio of 3.5x for assessment dates thereafter. We were in compliance with the financial covenants, as amended, contained in the Facility as of the most recent assessment date. 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. 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”). 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. In January 2026, we used the proceeds from funding the second tranche under the GoA Term Loan Facility, together with cash on hand, to complete the redemption of the remaining outstanding balance amount of $100.0 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 7.500% 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 7.500% 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. In the first half of 2026, the Company used a portion of the net proceeds from the Nordic bond offering to fund the repurchase of an aggregate principal amount of $250.0 million of the 7.750% Senior Notes pursuant to the Company’s cash tender offer announced on January 12, 2026 and open market repurchases. 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 7.750% 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 7.750% 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 7.750% 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 7.750% 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 7.750% 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 7.750% 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 7.750% 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 and cross default provisions. 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 June 30, 2026, 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 June 30, 2026, 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 with net proceeds received of $147.2 million after deducting fees and other expenses, and a second tranche of an additional $100.0 million, which funded in January 2026 with net proceeds received of $98.5 million after deducting fees and expenses. The net proceeds were used, together with cash on hand, to fund the redemption of $250.0 million in aggregate of the 7.125% Senior Notes due 2026. On March 24, 2026, we made a voluntary prepayment of $53.6 million against the GoA Term Loan. On May 1, 2026, the GoA Term Loan Facility was amended to apply this prepayment in full satisfaction of the scheduled principal amount due on the first scheduled amortization payment date on June 30, 2026, and then ratably to all remaining scheduled principal payments of the outstanding loans. The amendment also deferred all future scheduled amortization payment dates in 2026, 2027 and 2028 such that they will now be due on October 1, January 1, April 1 and July 1 in each of 2026, 2027 and 2028. As a result of the amendment, there is only one remaining scheduled amortization payment in 2026 to be paid on October 1, 2026. 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. 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. The GoA Term Loan Facility also 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. We were in compliance with the covenants, representations and warranties contained in the GoA Term Loan Facility as of the most recent assessment date. GTA Nordic bonds In January 2026 the Company issued $350.0 million of 11.250% senior secured bonds due 2031 in the Nordic market (the “GTA Nordic bonds”). In the first quarter of 2026, the Company used the net proceeds from the Nordic bond offering to fund the repurchase of an aggregate principal amount of $249.8 million of the 7.750% Senior Notes pursuant to the Company’s cash tender offer announced on January 12, 2026 and open market repurchases, and to make a voluntary early principal repayment of $100.0 million on outstanding borrowings under the Facility. The GTA Nordic bonds mature in January 2031. Interest is payable semi-annually in arrears each July 29 and January 29, commencing on July 29, 2026. The GTA Nordic bonds were issued by Kosmos Energy GTA Holdings, a wholly-owned subsidiary of Kosmos Energy Ltd., and are fully and unconditionally guaranteed by the Company and the Company’s wholly-owned subsidiaries, Kosmos Energy Tortue Finance, Kosmos Energy Senegal, Kosmos Energy Investments Senegal Limited and Kosmos Energy Mauritania. The GTA Nordic bonds are also guaranteed on an unsecured basis by certain of the Company’s subsidiaries that also guarantee the Company’s existing senior unsecured notes. At any time prior to July 29, 2028, the Company may, on any one or more occasions, redeem all or part of the GTA Nordic bonds at a redemption price equal to 100%, plus any accrued and unpaid interest, and plus a “make-whole” premium. On and after July 29, 2028, the Company may redeem all or part of the GTA Nordic bonds at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the notes redeemed:
Year |  | Percentage
July 29, 2028 to, but not including, July 29, 2029 |  | 105.625 | %
July 29, 2029 to, but not including, July 29, 2030 |  | 103.375 | %
July 29, 2030 and thereafter |  | 100.000 | %
If the Company’s shares are no longer listed on the New York Stock Exchange or upon the occurrence of a change of control event, as defined in the Bond Terms for the GTA Nordic bonds, each Nordic bondholder shall have a right to require that the Company repurchase all or some of the GTA Nordic bonds held by that Nordic bondholder (a “Put Option”) at a repurchase price equal to 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the date of repurchase. If more than 90% of the outstanding GTA Nordic bonds have been repurchased as a result of the exercise of the Put Option, the Company will be entitled to repurchase all the remaining GTA Nordic bonds at a price equal to 101% of the principal amount. The Bond Terms governing the GTA Nordic bonds restrict the ability of Kosmos Energy GTA Holdings, Kosmos Energy Tortue Finance, Kosmos Energy Senegal, Kosmos Energy Investments Senegal Limited and Kosmos Energy Mauritania to, among other things: incur or guarantee additional indebtedness, create liens, sell assets, enter into transactions with affiliates, or effect certain consolidations, mergers or amalgamations. The Bond Terms governing the GTA Nordic bonds also require Kosmos Energy GTA Holdings to maintain certain financial covenants including: •Minimum Liquidity (as defined in the Bond Terms) of not less than $17.5 million or 5% of the outstanding GTA Nordic bonds, whichever is greater; and •an Asset Coverage Ratio (as defined in the Bond Terms) of at least 1.25x We were in compliance with the financial covenants as of the most recent assessment date. The GTA Nordic bonds contains customary cross default provisions. Principal Debt Repayments At June 30, 2026, the estimated repayments of debt during the five fiscal year periods and thereafter are as follows:
| Payments Due by Year
| Total |  | 2026(2) |  | 2027 |  | 2028 |  | 2029 |  | 2030 |  | Thereafter
| (In thousands)
Principal debt repayments(1) | $ | 2,719,676 |  |  | $ | 15,110 |  |  | $ | 304,848 |  |  | $ | 718,857 |  |  | $ | 430,861 |  |  | $ | 400,000 |  |  | $ | 850,000 |
__________________________________ (1)Includes the scheduled maturities for outstanding principal debt balances. The scheduled maturities of debt related to the Facility as of June 30, 2026 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 July 1, 2026 through December 31, 2026. Interest and other financing costs, net Interest and other financing costs, net incurred during the periods is comprised of the following:
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2026 |  | 2025 |  | 2026 |  | 2025
| (In thousands)
Interest expense | $ | 60,995 |  |  | $ | 55,825 |  |  | $ | 122,051 |  |  | $ | 111,671 |
Amortization—deferred financing costs | 2,705 |  |  | 1,889 |  |  | 5,297 |  |  | 3,773 |
Debt modifications and extinguishments | 136 |  |  | — |  |  | (1,081) |  |  | — |
Capitalized interest | (2,229) |  |  | (4,316) |  |  | (4,096) |  |  | (8,510) |
Deferred interest | (8,239) |  |  | 249 |  |  | (10,954) |  |  | (1,793) |
Interest income | (8,265) |  |  | (7,158) |  |  | (16,140) |  |  | (15,253) |
Other, net | 8,597 |  |  | 8,345 |  |  | 17,425 |  |  | 16,788 |
Interest and other financing costs, net | $ | 53,700 |  |  | $ | 54,834 |  |  | $ | 112,502 |  |  | $ | 106,676 |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477657/942-210-S45-1 Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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