The Second Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan (the “A&R LTIP”) became effective on June 4, 2026 and authorizes the Company to grant awards of up to 16,939,415 shares of the Company’s common stock, subject to the share recycling and adjustment provisions of the A&R LTIP. The A&R LTIP also extends the term of the plan to June 4, 2036.

The A&R LTIP provides for potential grants of: (i) incentive stock options qualified as such under U.S. federal income tax laws (“ISOs”), (ii) stock options that do not qualify as ISOs, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock units, (vi) awards of vested stock, (vii) dividend equivalents, (viii) other share-based or cash awards and (ix) substitute awards. Employees, non-employee directors and other service providers of the Company and its affiliates are eligible to receive awards under the A&R LTIP.

Restricted Stock Units (“RSUs”) — The following table summarizes RSU activity under the A&R LTIP for the six months ended June 30, 2026:


	Restricted Stock Units			Weighted Average Grant Date Fair Value
Unvested RSUs at December 31, 2025		4,595,755		$	10.25
Granted		2,119,949		$	13.18
Vested		(1,598,070	)	$	10.79
Forfeited		(299,821	)	$	10.58
Unvested RSUs at June 30, 2026		4,817,813		$	11.34

Performance Share Units (“PSUs”) — The following table summarizes PSU activity under the A&R LTIP for the six months ended June 30, 2026:


	Performance Share Units			Weighted Average Grant Date Fair Value
Unvested PSUs at December 31, 2025		1,114,299		$	10.02
Granted(1)(2)		561,609		$	16.68
Forfeited		(16,781	)	$	11.07
Unvested PSUs at June 30, 2026		1,659,127		$	12.27

(1)

Eligible to vest based on continued employment and the relative annualized total shareholder return (“TSR”) of the Company as compared to a peer group over a three-year performance period, as modified by the Company’s absolute annualized TSR over the same performance period.

(2)

Excludes 280,802 strategic PSUs awarded which vest over a three-year performance period, subject to continued employment of the recipients and the achievement of strategic measures. At the end of the performance period, and based on the Company’s ultimate performance, the Compensation Committee of the Board of Directors (the “Compensation Committee”) has discretion to determine the number of shares of common stock issuable, ranging from zero to 200% of the target number of PSUs awarded. Due to this level of discretion, the Company recognizes stock-based compensation expense over the requisite service period based on the estimated fair value at each reporting date until the grant date. In the period in which the grant occurs, the cumulative compensation cost will be adjusted to the fair value at the date of the grant.

The following table summarizes the assumptions used in the Monte Carlo simulations to calculate the fair value of the TSR PSUs granted at the date indicated:


	March 5, 2026
Expected term (in years)		2.8
Expected volatility		47.8	%
Risk-free interest rate		3.5	%
Dividend yield		—	%

Share-based compensation costs associated with RSUs and PSUs are reflected as “General and administrative expense,” on the Condensed Consolidated Statements of Operations, net of amounts capitalized to “Proved properties,” on the Condensed Consolidated Balance Sheets.

The following table presents the amount of costs expensed and capitalized (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Share-based compensation costs	$	8,669	$	6,362	$	15,750	$	12,302
Less: Amounts capitalized to oil and gas properties		2,260		1,959		4,005		3,758
Total share-based compensation expense	$	6,409	$	4,403	$	11,745	$	8,544