📜 What This Document Is 🗓️

This is a Definitive Proxy Statement (DEF 14A) for Talos Energy Inc.'s 2026 Annual Meeting of Stockholders. Think of this document as a highly detailed rulebook and roadmap, explaining not only the important business updates but also exactly how the company is governed and how the executives are paid.

The proxy statement is critical because it provides all the necessary information—including director nominees, executive compensation details, and corporate governance policies—that shareholders must review before casting their votes at the Annual Meeting.

👉 Key Date: The Annual Meeting is scheduled for Thursday, June 4, 2026, at 10:00 a.m. (Central time). 👉 Record Date: To vote, shareholders must own stock by the Record Date, which is Wednesday, April 8, 2026.

🌎 What Talos Energy Does 💎

Talos Energy Inc. is a technically driven, independent energy company focused on exploration and production (E&P) of offshore oil and gas. In simple terms, they are specialists in finding and safely extracting oil and gas resources from deep water.

The company operates primarily in the U.S. Gulf of America and offshore Mexico. Since its formation as a public company in May 2018, Talos has grown significantly, becoming the fifth largest operator in the Gulf of America offshore basin by total operated production.

👉 Talos’s core value comes from combining technical expertise (in geology and geophysics) with operational and corporate management skills, allowing them to acquire, evaluate, and efficiently produce valuable offshore assets.

📈 2025 Financial Performance Summary 💵

This section covers the key financial outcomes for 2025, showing the company's overall financial strength and operational performance. The results highlight stability and a disciplined approach to capital spending despite a difficult commodity price environment.

Financially, the company maintained solid performance while executing its strategic shift. In 2025, Talos generated net cash provided by operating activities of approximately $936 million. Furthermore, adjusted free cash flow (a key metric for understanding how much cash is left after necessary investments) reached about $418 million.

Key operational metrics include:

• Production: The company exceeded its 2025 production target, achieving an average of 94.6 thousand barrels of oil equivalent per day (MBoe/d).
• Financial Discipline: The company returned approximately 44% of adjusted free cash flow to shareholders through share repurchases since Q2 2025, reducing the outstanding share count by about 7%.
• Liquidity & Risk: Talos maintained a strong financial position, ending the year with approximately $1 billion in total liquidity (including $362.8 million in cash and an undrawn credit facility). The leverage ratio was 0.7x, staying well below the long-term target of less than 1.0x.

👉 These numbers signal strong financial management and a commitment to returning cash to shareholders while maintaining a protective financial cushion.

🧭 The Enhanced Corporate Strategy 🚢

Talos is undergoing a "transformational journey," focusing on restructuring itself into a pure-play offshore E&P company. This strategy is built on three core pillars, forming a disciplined plan for growth and value creation.

The strategy emphasizes a "disciplined capital allocation framework," meaning the company will only spend money on projects expected to generate strong, predictable returns.

The three strategic pillars are:

1. Improve Our Business Every Day: Focuses on increasing annualized free cash flow by improving existing operations through capital efficiency and margin enhancement.
2. Grow Production and Profitability: Involves investing in high-margin, organic projects, supplemented by carefully chosen, non-dilutive acquisitions in deepwater basins.
3. Build a Long-Lived Scaled Portfolio: This is the long-term view, aiming to find and develop large resource potential in greenfield developments across the Gulf of America and other conventional basins.

👉 The overarching goal is to build a stable, large-scale portfolio that ensures long-term, consistent free cash flow for shareholders.

💼 Leadership & Management Transitions 🧑‍💼

The company has seen significant leadership shifts in 2025 as it enacted its corporate transformation. The appointments reflect a strategic focus on deep technical and operational expertise.

The leadership team additions underscore the company's commitment to stability and specialized knowledge:

• Paul R. Goodfellow became the President and CEO in March 2025, bringing over 30 years of international oil and gas experience, notably from his career at Shell plc.
• Zachary B. Dailey was appointed Executive Vice President and CFO in August 2025, bringing nearly 10 years of experience, including time at Marathon Oil Corporation.
• William R. Langin was appointed Executive Vice President of Exploration & Development in September 2025.
• John B. Spath (EVP and Head of Operations) and Megan Dick (EVP and Chief Human Resources Officer) both joined or were promoted to their current roles in 2025, solidifying the operational structure.

👉 The hiring and promotion timeline shows a rapid effort to solidify key executive roles necessary to execute the new corporate strategy.

🏛️ Corporate Governance & Board Oversight 📋

The board of directors is the ultimate guardian of the company's interests. This section details the professional backgrounds and committee roles of the directors, ensuring that the company is overseen by experts across various domains.

The Board emphasizes that while the majority of members must be independent, the diverse skill set is crucial for effective oversight. Key roles and expertise include:

• Neal P. Goldman: Brings significant experience in strategic and financial planning and public company governance.
• Paul R. Goodfellow (CEO): Brings 30+ years of deep, global deepwater experience at major energy companies like Shell plc.
• Charles M. Sledge: Offers deep experience in financial reporting and accounting, having previously served as CFO for Cameron International Corporation.
• Shandell M. Szabo: Provides deep technical expertise with nearly 20 years in the oil and gas sector, having worked at Anadarko Petroleum Corporation.

The Board utilizes specialized committees to manage risk:

• Audit Committee: Oversees all accounting and financial reporting, including monitoring internal and external audit functions.
• Compensation Committee: Manages executive and director pay, ensuring alignment with shareholder interests.
• Safety, Sustainability and Corporate Responsibility (SSCR): Monitors safety, environmental issues, and overall corporate responsibility.

👉 The combined experience of the directors—ranging from finance and accounting to deepwater geology and safety—is designed to protect and guide the company's complex operations.

💰 Executive Compensation & Rewards 💸

Compensation is designed to ensure that executive and shareholder interests are tightly aligned, meaning that management is incentivized to act in the best long-term interest of the owners (shareholders). This section details the rules, proposals, and metrics used to determine executive pay.

• The Philosophy: Talos aims to ensure that a substantial portion of executive compensation is "at risk" and performance-based. This means executives are rewarded based on how well the company performs, not just for showing up.
• Proposed Changes: The board proposes increasing the number of shares available for future grants by 4,500,000 shares, bringing the total available pool from 12,439,415 to 16,939,415.
• Performance Metrics (2025): The Annual Incentive Plan (AIP) was tied to safety, production, and expense reduction. Performance in 2025 exceeded target for average daily production and adjusted free cash flow, resulting in a 153.5% achievement level.
• "Say-on-Pay" Vote: Shareholders are asked to vote on, "on a non-binding advisory basis," the compensation for Named Executive Officers (NEOs). In 2025, the support for this vote was 91%.

👉 The structure emphasizes linking compensation to concrete results—operational, safety, and financial—to promote responsible management.

🛣️ Looking Ahead & Upcoming Opportunities 🌟

While the annual meeting focuses on governance and past performance, Talos is actively building future value through both exploration and financial discipline.

Management confirmed that exploration success continues to be a pillar of growth. Notable achievements include:

• Daenerys Discovery: The company successfully announced a significant discovery at the Daenerys exploration prospect, with the next appraisal well expected to be drilled in second quarter 2026.
• Lease Expansion: Talos increased its inventory with eleven new federal offshore leases, adding eight new development and exploration prospects to its portfolio.
• Financial Outlook: The company reaffirms its borrowing base of $700 million under its credit facility and has extended the maturity of this facility to January 2030.

👉 These forward-looking actions demonstrate that the company is systematically growing its resource base and solidifying its financial backbone for future development.

📞 How and When to Participate 📮

For shareholders, understanding the administrative details is crucial for voting your shares and getting more information.

Voting Method Details:

• Online: Vote at www.proxypush.com/TALO
• Phone: Call toll-free 1-866-291-6999 (in the United States)
• Mail: Return the proxy card in the postage-paid envelope to P.O. Box 8016 Cary, NC 27512-9903.
• Materials: All proxy materials, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available at www.proxydocs.com/TALO.

The Company is headquartered at 333 Clay Street, Suite 3300, Houston, Texas 77002.

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🧠 The Analogy

Think of Talos Energy like a master architect redesigning an old, sprawling, but valuable piece of real estate. They aren't just reporting on what was built last year; they are presenting a detailed renovation plan (the Strategy), showing proof that their foundations are solid (the 2025 financials), and appointing expert project managers (the new executives and board). The goal is to convince every stakeholder that the house will not only survive the next decade but will become a highly valuable, efficient, and modern landmark.

🧩 Final Takeaway

Talos is executing a strategic pivot to become a dedicated, pure-play deepwater E&P company, backed by strong financial discipline ($418M adjusted FCFF) and impressive operational successes (Daenerys discovery, expanded lease inventory). The company's focus is clear: use disciplined capital to build a scaled, long-term portfolio while ensuring executive incentives are tightly tied to superior performance.