DEF 14A of Talos Energy Inc., Apr 22, 2026

DEF 14A of Talos Energy Inc.

Filed Apr 22, 2026 · FY20250001193125-26-170385

Open on EDGAR

  1. William S. Moss III

    | 59 | Pension Benefits | | 59 | Nonqualified Deferred Compensation | | 59 | Potential Payments Upon Termination or a Change in Control | | 64 | CEO Pay Ratio | | 65 | Pay Versus Performance | | 66 | Narrative Disclosure to Pay vs. Performance Table | | 67 | Disclosure of Most Important Performance Measures for 2025 Fiscal Year | | 68 | Compensation Committee Interlocks and Insider Participation | | 69 | Proposal 2: Non-Binding Advisory Vote on the Company’s Named Executive Officers’ Compensation | | 70 | Proposal 3: Approval of the Second Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan | | 78 | Equity Compensation Plan Information | | 79 | Audit Committee Report | | 80 | Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm | | 82 | Security Ownership of Certain Beneficial Owners and Management | | 83 | Delinquent Section 16(a) Reports | | 84 | Certain Relationships and Related Party Transactions | | 84 | Policies and Procedures for Review of Related Party Transactions | | 84 | Slim Family Office and Affiliates | | 86 | Questions and Answers About the Annual Meeting | | 95 | Stockholders Proposals; Identification of Director Candidates for Next Year | | A-1 | Annex A – Reconciliation of Non-Gaap Measures | | B-1 | Annex B – Second Amended and Restated 2021 Long Term Incentive Plan |

  2. Board of Directors and Director Nominees

    Board of Directors and Director Nominees Independent Board: Our Board is comprised of a majority of independent directors. Non-Executive Chairman of the Board: Mr. Neal P. Goldman has served as the independent, non-executive Chairman of the Board since 2018. President, Chief Executive Officer and Executive Director: Mr. Paul R. Goodfellow has served as an executive member of the Board since March 2025, when he was appointed as President and Chief Executive Officer of the Company.

  3. Board of Directors and Director Nominees

    | 2026 PROXY STATEMENT | 1 |

  4. Board of Directors and Director Nominees

    Director Nominees: The Company has proposed the following nominees for election to the Board at the Annual Meeting, to serve for a one (1) year term until the Company’s next annual meeting of stockholders to be held in 2027. Ms. Paula R. Glover, currently a director of the Company, is not standing for re-election and her term will end at the Annual Meeting.

  5. Board of Directors and Director Nominees

    | Director Nominees | Age | Director Since | Independent(1) | Current Committee Memberships (2) | | Neal P. Goldman Chairman Managing Member SAGE Capital Investments | 56 | 2018 | ✓ | • Audit • Nominating & Governance (Chair) | | Paul R. Goodfellow Executive Director President and Chief Executive Officer Talos Energy Inc. | 60 | 2025 | Executive Director | • None | | John “Brad” Juneau Director Founder Juneau Oil and Gas, LLC | 66 | 2018 | ✓ | • Compensation • SSCR | | Richard M. Sherrill Director Senior Vice President Howard Energy Partners | 60 | 2023 | ✓ | • Audit (Chair) • Compensation | | Charles M. Sledge Director Former Chief Financial Officer Cameron International Corporation | 60 | 2018 | ✓ | • Compensation (Chair) • Nominating & Governance | | Shandell M. Szabo Director Former Vice President of US Exploration Anadarko Petroleum Corporation | 51 | 2023 | ✓ | • Audit • SSCR (Chair) |

  6. Board of Directors and Director Nominees

    | (1) As determined by the Board in accordance with the New York Stock Exchange (“NYSE”) listing standards and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). |

  7. Board of Directors and Director Nominees

    | (2) See “Governance and Board Matters—Committees of the Board” for anticipated committee changes to become effective immediately after the Annual Meeting. |

  8. Board of Directors and Director Nominees

    | 2 | |

  9. Board of Directors and Director Nominees

    Standing Committees of the Board:

  10. Board of Directors and Director Nominees

    | AUDIT | COMPENSATION | NOMINATING & GOVERNANCE | SAFETY, SUSTAINABILITY AND CORPORATE RESPONSIBILITY (“SSCR”) |

  11. Board of Directors and Director Nominees

    Independent Board Committees: Each of the Board’s standing committees are composed entirely of independent directors. Current Board Committee Membership: The table below indicates the current members and chairpersons of each standing committee of the Board as of the date of this Proxy Statement. See “Governance and Board Matters—Committees of the Board” for anticipated committee changes to become effective immediately after the Annual Meeting.

  12. Board of Directors and Director Nominees

    | Director | Audit Committee | Compensation Committee | Nominating & Governance Committee | SSCR Committee | | Goldman | ✓ | | ✓ Chair | | | Goodfellow | | | | | | Glover (1) | | ✓ | ✓ | ✓ | | Juneau | | ✓ | | ✓ | | Sherrill | ✓ Chair | ✓ | | | | Sledge | | ✓ Chair | ✓ | | | Szabo | ✓ | | | ✓ Chair |

  13. Board of Directors and Director Nominees

    | (1) Ms. Glover is not standing for re-election to the Board at the Annual Meeting and will conclude her service on the Board and each of the committees on which she serves at the expiration of her term at the Annual Meeting. The Board intends to reduce its size from seven to six directors after the Annual Meeting. |

  14. Board of Directors and Director Nominees

    | 2026 PROXY STATEMENT | 3 |

  15. Director Nominees

    Director Nominees At the recommendation of the Nominating & Governance Committee, the Board of Directors has nominated the following individuals for election as directors of the Company:

  16. Director Nominees

    | | | | | Neal P. Goldman Chairman of the Board | Paul R. Goodfellow President and Chief Executive Officer | John “Brad” Juneau Director |

  17. Director Nominees

    | | | | | Richard M. Sherrill Director | Charles M. Sledge Director | Shandell M. Szabo Director |

  18. Director Nominees

    Each of the individuals nominated by the Board has consented to serving as a director nominee, being named in this Proxy Statement, and serving on the Board if elected. Each individual elected to serve as director at the Annual Meeting will serve a one (1) year term beginning at the Annual Meeting and expiring at the next annual meeting of stockholders to be held in 2027, or until either they are re-elected, or their successors are duly elected and qualified or until their earlier death, resignation or removal. If any director nominee is unable to serve, unwilling to accept nomination or election or otherwise at the time of the Annual Meeting, the persons acting under your proxy will vote for the election of a substitute nominee, if any, designated by the present Board to fill the vacancy. The Board has no reason to believe that any director nominee will be unable or unwilling to serve as elected. See “Governance and Board Matters—Director Nominee Biographies” beginning on page 7 for biographical information regarding our director nominees.

  19. Director Nominee Biographies

    Director Nominee Biographies Set forth below is biographical information about each of our director nominees.

  20. Director Nominee Biographies

    | | Neal P. Goldman (Chair of the Board) Background: • Managing Member, SAGE Capital Investments, LLC, a consulting firm specializing in independent board of director services, restructuring, strategic planning and transformations for companies in multiple industries including energy, technology, media, retail, gaming and industrials (2013 to Present) • Managing Director, Och Ziff Capital Management, LP (2014 to 2016) • Founding Partner, Brigade Capital Management, LLC (2007 to 2012) • Portfolio Manager, MacKay Shields LLC • Various positions at Salomon Brothers Inc. (mergers and acquisitions and high yield trading) Other Current Public Boards: • Weatherford International plc (NASDAQ: WFRD) (December 2019 to Present) – Nominating and Governance Committee, Chairman – Audit Committee, Vice Chairman (audit committee financial expert) – Compensation and Human Resources Committee • TPI Composites, Inc. (formerly NASDAQ: TPIC) (May 2025 to Present) • Fat Brands Inc. (formerly NASDAQ: FAT) (January 2026 to Present) – Special Committee Prior Public Boards: • Stone Energy Corporation (formerly NYSE: SGY) (March 2017 to May 2018) – Chairman • Mallinckrodt plc (formerly NYSE: MNK) (June 2022 to November 2023) – Human Resources and Compensation Committee, Chairman – Audit Committee (audit committee financial expert) • Core Scientific, Inc. (NASDAQ: CORZ) (October 2022 to January 2024) • Garrett Motion Inc. (NASDAQ: GTX) (December 2019 to December 2020) • Sunlight Financial Holdings Inc. (formerly NYSE: SUNL) (October 2023 to December 2023) • KLDisccovery Inc. (OTC: KLDI) (March 2024 to August 2024) • Diamond Offshore Drilling, Inc. (formerly NYSE: DO) (May 2021 to September 2024 when it was acquired by Noble Corporation plc) – Chairman – Compensation Committee, Chairman – Nominating, Governance and Sustainability Committee • ModivCare Inc. (OTC: MODV) (December 2024 to February 2025) • iRobot Corp. (formerly NASDAQ: IRBT) (March 2025 to January 2026) – Strategic Process Transition Committee | | Chairman Age: 56 Director since: 2018 | | | Committees: • Audit • Nominating & Governance (Chair) | | | Education: University of Michigan, B.A. (English Literature) University of Illinois, M.B.A. | | | | We believe Mr. Goldman’s involvement in strategic and financial planning, and public company corporate governance, and his leadership experience on multiple boards, bring valuable leadership and perspective to our Board of Directors. |

  21. Director Nominee Biographies

    | 2026 PROXY STATEMENT | 7 |

  22. Director Nominee Biographies

    | | Paul R. Goodfellow (President & CEO) Background: • Series of positions held during a 30+ year career at Shell plc (NYSE: SHEL) (“Shell”) from 1991 until joining Talos in 2025 including most recently: – Executive Vice President and Group Chief Internal Auditor (August 2023 to February 2025) – Executive Vice President, Deep Water, Shell Upstream, in Houston, Texas (April 2019 to August 2023) – Executive Vice President, Wells, Shell International, in The Hague Area, Netherlands (2017 to 2019) Other Leadership and Experience: • National Petroleum Council (2026 to 2027) – Appointed by Secretary of Energy in December 2025 • National Ocean Industries Association (NOIA), Board of Directors (June 2025 to present) • Spindletop Community Impact Partners, Inc., a private non-profit organization focused on enhancing at-risk youth through funding and volunteering from the energy industry, Board of Directors (appointed April 2026) • Finance Committee of Houston Exponential (2019 to 2022) – Director and member • Sirius Well Manufacturing Systems Pte. Ltd. (joint venture between Royal Dutch Shell and China National Offshore Oil Corporation (CNOOC) in Singapore (2017 to 2021)) – Chairman • Shell UK Limited in London, UK (2015 to 2017) – Director • Oil and Gas UK (OGUK) in London, UK (2015 to 2017) – Director Other Current Public Boards: • None Prior Public Boards: • Shell Midstream Partners GP LP (formerly NYSE: SHLX) (October 2014 to August 2023) – Chairman (October 2019 to August 2023) – Director (October 2014 to October 2019) | | President and Chief Executive Officer, Director Age: 60 Director since: 2025 | | | Committees: • None | | | Education: Camborne School of Mines in the United Kingdom Bachelor of Science in Mining and Mineral Engineering Doctor of Philosophy in Rock Mechanics | | | | We believe that Mr. Goodfellow’s over 30 years of domestic and international experience in the oil and gas industry during a distinguished career at Shell, in addition to his knowledge of the global deepwater business, brings valuable perspective and technical expertise to our Board of Directors. |

  23. Director Nominee Biographies

    | 8 | |

  24. Director Nominee Biographies

    | | John “Brad” Juneau Background: • Co-founder and Chairman of the Board of Directors, Contango ORE, Inc. (NYSE: CTGO), a publicly traded gold exploration company (2012 to Present) • President and Chief Executive Officer, CTGO (August 2012 to January 2020) • Founder, President/CEO and Owner, Juneau Oil and Gas, LLC, an exploration and production oil and natural gas company (1998 to Present) • Chief Operating Officer, Highlander Oil and Gas, a private company drilling ultradeep gas onshore Louisiana (August 2023 to Present) • Senior Vice President of Exploration, Zilkha Energy Company (1987 to 1998) • Staff Petroleum Engineer, Texas International Company responsible for reservoir engineering, acquisitions and evaluations • Production Engineer, Enserch Corporation Other Current Public Boards: • Contango Silver & Gold Inc. (NYSE: CTGO, the entity resulting from the merger of Contango ORE, Inc. and Dolly Varden Silver (March 2026 to Present) • Contango ORE, Inc. (NYSE: CTGO) (2012 to March 2026 when the company merged with Dolly Varden Silver) – Chairman (2013 to March 2026) Prior Public Boards: • Stone Energy Corporation (formerly NYSE: SGY) (March 2017 to May 2018) | | Director Age: 66 Director since: 2018 | | | Committees: • Compensation • SSCR | | | Education: Louisiana State University, B.S. (Petroleum Engineering) | | | | We believe that Mr. Juneau’s extensive industry background, including his expertise in reservoir engineering and exploration and production, bring valuable perspective and technical expertise to our Board of Directors. |

  25. Director Nominee Biographies

    | 2026 PROXY STATEMENT | 9 |

  26. Director Nominee Biographies

    | | Richard M. Sherrill Background: • Senior Vice President, Business Development, Howard Energy Partners, a private midstream energy infrastructure company with assets in Texas, New Mexico, Pennsylvania, Oklahoma and Mexico (November 2025 to Present) • President, Howard Low Carbon Solutions (“HLCS”), an energy transition company focused on carbon capture, transportation and sequestration of CO2, which was formed in 2023 with the merger of Clean Aire Partners (“CAP”) (November 2023 to November 2025) • Founding Partner and President, CAP, an energy transition company focused on carbon capture, processing, transportation, and sequestration of CO2, which was formed in 2021 and merged with HLCS in 2023 (2021 to 2023) • President and Director, Ceritas Energy (“Ceritas”), a midstream natural gas company focused on providing producers with midstream gathering and processing solutions in various onshore regions of the U.S. and backed by private equity firms Quantum Energy Partners and Energy Spectrum Partners (2003 to 2019) • Chief Commercial Officer, Duke Energy North America (“DENA”), a subsidiary of Duke Energy Corporation, with commercial responsibilities for nonregulated natural gas and power (1998 to 2003) • Vice President, Natural Gas Clearinghouse (ultimately Dynegy, Inc.) as well as various commercial positions in finance, physical and financial trading (1992 to 1998) • Vice President, First Interstate Bank of Texas (now part of Wells Fargo) working with upstream, midstream and energy merchant clients in the Energy Lending Group (1988 to 1992) Other Current Public Boards: • Perma-Pipe International Holdings, Inc. (NASDAQ: PPIH), a company focused on the manufacture and installation of specialized pipelines used in industrial, chemical and energy application (December 2025 to Present) – Audit Committee, Chair – Nominating and Governance Committee, Chair – Compensation Committee Current Non-Public Boards: • ARM Energy (December 2023 to Present) Prior Boards: • EnVen Energy Corporation, Lead Director (2015 until February 2023 when EnVen was acquired by Talos) – Audit Committee, Chairman – Risk and Compensation Committees • Castex Energy (2018 to 2021) – Audit Committee, Chairman – Risk Committee • Ceritas Energy, Director | | Director Age: 60 Director since: 2023 | | | Committees: • Audit (Chair) • Compensation | | | Education: The University of Texas at Austin, B.B.A. (Finance) | | | | We believe that Mr. Sherrill’s over 30 years of experience in the oil and gas industry, senior executive leadership roles, finance background, and prior board experience, including on audit and risk committees, bring valuable skills and perspective to our Board of Directors. |

  27. Director Nominee Biographies

    | 10 | |

  28. Director Nominee Biographies

    | | Charles M. Sledge Background: • Chief Financial Officer, Cameron International Corporation, an oilfield services company (2008 until its sale to Schlumberger Limited in 2016) • Corporate Controller, Cameron International Corporation (2001 to 2008) Other Current Public Boards: • Weatherford International plc (NASDAQ: WFRD) (December 2019 to Present) – Non-executive Chairman – Audit Committee, Chairman – Safety, Environment and Sustainability Committee • Noble Corporation plc (NYSE: NE) (February 2021 to Present) – Non-executive Chairman – Audit Committee – Compensation Committee – Nominating and Governance Committee • New Fortress Energy (NASDAQ: NFE) (April 2025 to Present) – Compensation Committee Prior Boards: • Stone Energy Corporation (formerly NYSE: SGY) (March 2017 to May 2018) • Vine Resources, Inc. (formerly NYSE: VEI) – Non-Executive Chairman • Expo International (NYSE: XPRO) – Non-Executive Chairman | | Director Age: 60 Director since: 2018 | | | Committees: • Compensation (Chair) • Nominating & Governance | | | Education: Louisiana State University, B.S. (Accounting) Harvard Business School Advanced Management Program | | | | We believe that Mr. Sledge’s extensive financial, public company reporting and accounting background, including 20 years of experience as a financial executive in the energy industry, and experience in M&A, capital market transactions, capital allocation strategy and evaluating cybersecurity risks, makes him a valuable member of our Board of Directors. |

  29. Director Nominee Biographies

    | 2026 PROXY STATEMENT | 11 |

  30. Director Nominee Biographies

    | | Shandell M. Szabo Background: • Nearly 20 years with Anadarko Petroleum Corporation (“Anadarko”) (formerly NYSE: APC) in various roles of steadily increasing responsibility throughout Anadarko’s U.S. onshore portfolio and deepwater Gulf of America, including: – Vice President of US Exploration (2018 to 2019) – Vice President of Lower 48 Onshore Exploration (2016 to 2018) – Director of Investor Relations (2015 to 2016) – Exploration Manager Greater Permian (2014 to 2015) – General Manager of the Anadarko’s Freestone, Chalk, and Hugoton fields (2013 to 2015) – Geoscience Manager Haynesville East Texas (2011 to 2013) – Regional Gulf of America Manager (2009 to 2010) • Prior to Anadarko, various subsurface and geoscience positions in basins in the U.S. onshore and Gulf of America • Advisor, Bain Co., consulting on energy matters (February 2024 to Present) Leadership: • Montgomery County executive leadership team for the Leukemia and Lymphoma Society (Present) • Chair - 2022 & 2023 Student Visionaries of the Year leadership program, Leukemia and Lymphoma Society • Corporate Regional Council and Board Advisory Member for the United Way of Greater Houston (Present) Other Current Public Boards: • Magnolia Oil & Gas Corp. (NYSE: MGY) (May 2024 to Present) – Audit Committee Prior Boards: • EnVen Energy Corporation (2020 until February 2023 when EnVen was acquired by Talos) – Risk/Safety Committee, Chair – Governance Committee • Biota Technologies (February 2020 to July 2024) – Chair of the Board – Compensation Committee, Chair | | Director Age: 51 Director since: 2023 | | | Committees: • Audit • SSCR (Chair) | | | Education: University of Michigan, B.S. (Environmental Science, concentration Geology) Texas Christian University, M.S. (Environmental Science, concentration Geology) | | | | We believe that Ms. Szabo’s extensive experience in the oil and gas sector at all levels of the energy industry for nearly 20 years, as well as her board service on audit, risk and safety committees, provide valuable technical and operations-level experience combined with financial, reserves, risk and safety insight, as a member of our Board of Directors. |

  31. Director Nominee Biographies

    | 12 | |

  32. Qualifications, Skills and Experience of Our Director Nominees

    Qualifications, Skills and Experience of Our Director Nominees We believe the members of our Board should possess a broad variety of personal attributes, experience and skills giving our Board the depth and breadth necessary to effectively oversee management on behalf of our stockholders. Our Board acknowledges the importance of different backgrounds, perspectives and views in achieving success. The matrix below represents some of the key skills that our Board has identified as valuable to the effective oversight of the Company and the execution of our corporate strategy. The matrix does not include all knowledge, skills, experience or other attributes of our director nominees, which may be relevant and valuable to their service on our Board.

  33. Qualifications, Skills and Experience of Our Director Nominees

    | EXPERIENCE AND SKILLS | Goldman | Goodfellow | Juneau | Sherrill | Sledge | Szabo | | Senior Executive Leadership | | | | | | | | Energy Sector | | | | | | | | Technical/Engineering/Reserves | | | | | | | | Finance/Accounting | | | | | | | | Risk Management | | | | | | | | Health/Safety/Environment | | | | | | | | Human Capital/Compensation | | | | | | | | Regulatory/Public Policy | | | | | | | | Cybersecurity | | | | | | | | Corporate Governance | | | | | | |

  34. Qualifications, Skills and Experience of Our Director Nominees

    | 14 | |

  35. Board Composition

    Board Composition Consistent with our ongoing commitment to creating a balanced Board with a wide range of viewpoints and deep industry expertise, our Board is committed to seeking varied perspectives and experiences when evaluating nominees to the Board. The Nominating & Governance Committee reviews the advisability or need for any changes in the number and composition of the Board and the Board’s committee structure on at least an annual basis. The Board believes that the appropriate composition of member backgrounds and skills is critical to provide effective oversight of strategy execution, capital allocation, and risk management, while remaining responsive to evolving business needs and stockholder perspectives.

  36. Board Composition

    | ALL DIRECTOR NOMINEES (other than Mr. Goodfellow as President and CEO) ARE INDEPENDENT |

  37. Board Composition

    | * Ms. Glover is excluded from the calculations above as she is not standing for re-election to the Board at the Annual Meeting. |

  38. Board Composition

    | (1) Director nominees’ ages range from 51 to 66 years. Rounded up to the next whole number as of the date of this Proxy Statement. |

  39. Board Composition

    | (2) Director nominees’ tenures range from one to eight years. Rounded up to the next decimal point as of the date of this Proxy Statement. |

  40. Board Composition

    | 2026 PROXY STATEMENT | 15 |

  41. Corporate Governance Guidelines

    | • | director compensation; |

  42. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    2025 NON-EMPLOYEE DIRECTOR COMPENSATION Non-employee director compensation elements are designed to:

  43. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Align director compensation with long-term stockholder interests; |

  44. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Ensure the Company can attract and retain outstanding director candidates; |

  45. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Recognize substantial time commitments necessary to fulfill the responsibilities of a director and oversee the affairs of the Company; and |

  46. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | Support the independence of thought and action expected of directors. |

  47. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    Non-employee director compensation levels are reviewed by the Compensation Committee each year, and resulting recommendations are presented to the full Board for approval. The Compensation Committee’s independent compensation consultant provides information on current developments and practices in director compensation. The Compensation Committee utilizes the same independent compensation consultant retained by the committee to advise on executive compensation to provide this analysis regarding director compensation. The non-employee director compensation program includes:

  48. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | annual cash retainers; |

  49. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | annual grants of restricted stock units (“RSUs”); |

  50. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | supplemental cash retainers for chair and committee service; |

  51. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | for certain committee(s), a monthly retainer (in addition to or in lieu of supplemental committee retainers) based on the time commitment, technical nature of responsibilities and/or other factors; and |

  52. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | • | reimbursement of reasonable expenses incurred to attend Board meetings or other functions relating to responsibilities as a director. |

  53. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    The Board and Compensation Committee have not increased (i) annual cash retainers for Board service since 2018, (ii) the value of the directors’ annual equity award since 2020, (iii) Audit, Compensation, Nominating & Governance and SSCR Committees’ fees since 2018, or (iv) additional meeting fees since 2018. The tables below set forth the 2025 compensation program for our non-employee directors. Board Service—Annual Retainer and Equity Awards

  54. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Type of Payment | Amount of Annual Board Retainer & Equity | Key Features | | Annual Cash Retainer—Board Service | Non-Executive Chairman: $150,000 Directors: $80,000 | Paid in in advance quarterly installments for each subsequent quarter of Board service. | | Annual Equity Award | Non-Executive Chairman: $230,000 Directors: $160,000 | Granted RSUs that vest on the first anniversary of the grant date. Unless elected by the director to settle 100% in shares, RSUs are settled 60% in shares and 40% in cash. Directors may elect to defer RSU settlement to a later date. New non-executive directors receive a pro-rated annual equity grant. Shares issued upon RSU settlement are subject to the Company’s stock ownership requirements. |

  55. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | 26 | |

  56. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    Committee Service—Supplemental Cash Retainers Directors also received the following supplemental annual cash retainers for committee service during 2025. These supplemental committee retainers are in addition to the cash retainer for Board service and paid in advance in quarterly installments for each subsequent quarter of committee service.

  57. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Role | Amount of Supplemental Committee Retainers (1) | | Audit Committee | Chair: $25,000 Member: $12,500 | | Compensation Committee | Chair: $15,000 Member: $7,500 | | Nominating & Governance Committee | Chair: $10,000 Member: $5,000 | | Safety, Sustainability and Corporate Responsibility Committee | Chair: $15,000 Member: $7,500 |

  58. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (1) The non-executive Chairman, who currently also serves as the Chairman of the Nominating & Governance Committee, does not generally receive any supplemental retainers for committee service but may receive additional payments, if approved by the Board, for extraordinary additional services. |

  59. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    Each non-employee director may additionally receive $1,500 for each meeting of the Board or a committee for additional meetings in excess of 10 meetings (both in-person and telephonic) per year. Each director is also reimbursed for reasonable travel and miscellaneous expenses incurred to attend meetings and activities of the Board and the committees. Mr. Goldman and Ms. Szabo participate in our medical and dental plan but each director pays the full cost of the premiums out of pocket. In accordance with our non-employee director compensation program, we granted RSUs to each non-employee director on March 10, 2025, which vested in full on March 10, 2026, subject to the non-employee director’s continued service. In the year prior to any grant, each non-employee director is provided the opportunity to defer the settlement of their RSUs until a later date pursuant to the deferral election form. Following the vesting date, or such later date as elected by the director pursuant to the deferral election, RSUs awarded to non-employee directors are settled 60% in shares of our common stock and 40% in cash, unless the director timely elects for the awards to be settled 100% in shares of our common stock. Vesting of the RSUs granted in 2025 will accelerate in full upon (i) a termination of the non-employee director’s service due to death, (ii) the non-employee director not being nominated or re-elected as a director of the Company so long as the non-employee director continues to serve as a member of the Board until the date of the annual meeting at which the non-employee director is not nominated or re-elected, or (iii) a “change in control” (as defined in the applicable long-term incentive plan). Our non-employee directors are also subject to the Talos Energy Inc. Stock Ownership Policy (the “Stock Ownership Policy”), as further described below under “Executive Compensation Matters—Compensation Discussion and Analysis—Other Matters—Stock Ownership Policy.”

  60. 2025 DIRECTOR COMPENSATION TABLE

    2025 DIRECTOR COMPENSATION TABLE The table below reflects the cash compensation earned during 2025 and the value of RSUs granted during 2025 by the members of the Board that are compensated by us for their service on the Board.

  61. 2025 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Paula R. Glover | 100,000 | 155,924 | 255,924 | | Neal P. Goldman | 150,000 | 224,136 | 374,136 | | John “Brad” Juneau | 91,930 | 155,924 | 247,854 | | Donald R. Kendall, Jr. | 53,750 | 155,924 | 209,674 | | Richard Sherrill | 107,383 | 155,924 | 263,307 | | Charles M. Sledge | 108,750 | 155,924 | 264,674 | | Shandell Szabo | 99,313 | 155,924 | 255,237 |

  62. 2025 DIRECTOR COMPENSATION TABLE

    | 2026 PROXY STATEMENT | 27 |

  63. 2025 DIRECTOR COMPENSATION TABLE

    | (1) Amounts in this column include the annual cash retainer for Board service and the supplemental cash retainers for chair and/or committee service. There were no additional fees paid for extra meetings in 2025. |

  64. 2025 DIRECTOR COMPENSATION TABLE

    | (2) Amounts in this column represent the aggregate grant date fair value of the RSUs granted to the directors during the 2025 fiscal year, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The FASB ASC Topic 718 value for the RSUs was calculated using the average of the high and low price per share of our common stock on the date of grant or, to the extent the date of grant was not a trading day, the last trading day immediately prior to the date of grant ($8.68 for all directors for RSUs granted March 10, 2025) applied to the total number of RSUs granted. Additional information regarding the assumptions underlying these calculations is available in Notes 2 and 11 to our consolidated financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. As of December 31, 2025, the following unvested RSU awards were held by each non-employee directors: (i) for Mr. Goldman, 25,528 RSUs, and (ii) for Mses. Glover and Szabo and Messrs. Juneau, Sherrill and Sledge, 17,759 RSUs, each of which became fully vested on March 10, 2026. Additionally, as of December 31, 2025, certain directors held the following RSUs which are fully vested but subject to deferred settlement at the time elected by each director pursuant to the deferral election form in effect in the year prior to the year of grant: (A) for Mr. Goldman, 17,491 RSUs and (B) for Ms. Glover, 33,188 RSUs. Upon his departure from the Board and consistent with his original award agreement, Mr. Kendall received accelerated vesting of the 17,759 RSUs granted to him on March 10, 2025 and received settlement of an additional 24,122 RSUs which were already fully vested but subject to deferred settlement. |

  65. Employee Director Compensation

    Employee Director Compensation The Compensation Committee approved a compensation package for Mr. Goodfellow as President and CEO for the 2025 Fiscal Year (as defined below). Mr. Goodfellow is an employee of the Company and does not receive any additional compensation for serving as a director. Mr. Joseph Mills, who served as Interim President and CEO and member of the Board from January 1 through 5, 2025, did not receive any compensation for serving on the Board in 2025. The compensation Mr. Mills received for serving as Interim President and CEO and Mr. Goodfellow received for serving as President and CEO, in each case for 2025, is included in the Summary Compensation Table on page 54.

  66. Employee Director Compensation

    | 28 | |

  67. Employee Director Compensation

    Set forth below is biographical information about each of our executive officers. Ms. Megan Dick, the Company’s Executive Vice President and Chief Human Resources Officer, and Mr. Gregory M. Babcock, the Company’s Chief Accounting Officer, are key officers who are not deemed executive officers of the Company as such term is defined under Rule 3b-7 under the Exchange Act.

  68. Employee Director Compensation

    | President, Chief Executive Officer and Director Age: 60 Officer since: 2025 | Paul Goodfellow, President and Chief Executive Officer Mr. Goodfellow was appointed as President and Chief Executive Officer of the Company in March 2025. Mr. Goodfellow has over 34 years of domestic and international experience in the oil and gas industry during a distinguished career at Shell plc (NYSE: SHEL) where he held a series of positions from 1991 until joining Talos in 2025. During his tenure at Shell, Mr. Goodfellow held various senior executive roles, including leading Shell’s global deepwater business, which included the U.S. Gulf of America, Offshore Mexico, Brazil, West Africa, Malaysia, the North Sea and other international areas. Additionally, Mr. Goodfellow held positions overseeing Shell’s global drilling, completion and well intervention organization and served as a key member of the Projects & Technology and Upstream leadership teams. Prior to joining the Company, Mr. Goodfellow most recently served as Shell’s Executive Vice President and Group Chief Internal Auditor from August 2023 until February 2025 and Executive Vice President, Deep Water, Shell Upstream from April 2018 to August 2023. Mr. Goodfellow also served as the Chairman of the board of directors of Shell Midstream Partners GP LP (formerly NYSE: SHLX) from October 2019 to August 2023 and as a director from October 2014 to October 2019. Mr. Goodfellow received a Bachelor of Science in Mining and Mineral Engineering in 1986 and a Doctor of Philosophy in Rock Mechanics in 1990, each from the Camborne School of Mines in the United Kingdom. Mr. Goodfellow has been a Chartered Engineer since 1990, a member of the UK Institute of Mining and Metallurgy since 1991 and a member of the Society of Petroleum Engineers since 2000. |

  69. Employee Director Compensation

    | Executive VP and Chief Financial Officer Age: 44 Officer since: 2025 | Zachary B. Dailey, Executive Vice President and Chief Financial Officer Mr. Dailey was appointed as Executive Vice President and Chief Financial Officer (Principal Financial Officer) of the Company effective August 18, 2025. Mr. Dailey has over 17 years of experience in the oil and gas industry including nearly 10 years of experience at Marathon Oil Corporation (formerly NYSE: MRO) (“Marathon Oil”). Most recently, Mr. Dailey served as Marathon Oil’s Vice President, Controller and Chief Accounting Officer from May 2024 until his departure in November 2024 in connection with ConocoPhillips’ acquisition of Marathon Oil. Mr. Dailey previously served as Marathon Oil’s Vice President, Internal Audit from March 2022 until May 2024. Prior to that, Mr. Dailey served as Marathon Oil’s Growth Director—Business Development from March 2021 to March 2022, Director of Operations Planning from May 2020 to March 2021, Regional Vice President—Bakken from September 2018 to May 2020, Advisor to the President and CEO from July to September 2018, Vice President of Investor Relations from April 2017 to July 2018 and Co-Head and Director of Investor Relations from February 2015 to April 2017. Prior to joining Marathon Oil in 2015, Mr. Dailey served in various finance roles at LINN Energy (formerly NASDAQ: LINE), Berry Petroleum Company (NYSE: BRY) and Morgan Keegan & Company. Mr. Dailey received a Bachelor of Arts from Vanderbilt University in 2004 and an Executive Master of Business Administration from the University of Denver in 2014. |

  70. Employee Director Compensation

    | 2026 PROXY STATEMENT | 29 |

  71. Employee Director Compensation

    | Executive VP, Exploration & Development Age: 48 Officer since: 2025 | William R. Langin, Executive Vice President of Exploration & Development Mr. Langin was appointed Executive Vice President of Exploration & Development of Talos Energy Inc. in September 2025. He has more than 22 years of domestic and international experience in the oil and gas industry, with a distinguished career spanning exploration, development, and portfolio growth across multiple global basins. Prior to joining Talos, Mr. Langin served as Vice President of Exploration Portfolio and Technology at Hess Corporation, where he was accountable for defining the company’s exploration portfolio and leading corporate planning, commercial, engineering, and seismic technology functions. Before Hess, Mr. Langin spent over two decades at Shell in a variety of senior leadership roles, including Senior Vice President of Exploration – West/Deepwater, overseeing Shell’s exploration programs in the U.S. Gulf of America, Brazil, and frontier basins across Latin America and Africa. He previously served as Vice President of Exploration for North America and Brazil and held various international leadership assignments including General Manager roles in Shell’s Australian upstream business and a secondee position in Oman with Petroleum Development Oman. Mr. Langin began his career as a geophysicist with Shell, supporting major Gulf of America subsalt exploration projects before progressing through technical and commercial leadership roles across North America, South America, and Asia-Pacific. His career is marked by a consistent focus on deepwater growth, capital efficiency, and integrated project delivery. Mr. Langin holds a Bachelor of Arts in Geology from Princeton University and a PhD in Earth Sciences with a concentration in Geophysics and additional studies in Structural Geology and Civil/Environmental Engineering from Cornell University. |

  72. Employee Director Compensation

    | Executive VP, General Counsel and Secretary Age: 56 Officer since: 2018 | William S. Moss III, Executive Vice President, General Counsel and Secretary Mr. Moss has served as our Executive Vice President, General Counsel and Secretary since May 2018. Mr. Moss previously served as Senior Vice President and General Counsel of Talos Energy LLC from May 2013 to May 2018. Effective January 6, 2025, Mr. Moss was designated and appointed as Interim Chief Executive Officer and Interim Co-President of the Company, serving under the Office of the Interim Chief Executive Officer. On March 1, 2025, in connection with the appointment of Mr. Goodfellow as the Company’s President and Chief Executive Officer, the Office of the Interim Chief Executive Officer was dissolved and Mr. Moss stepped down from his role as Interim Chief Executive Officer and Interim Co-President. Prior to Talos Energy LLC, Mr. Moss was a partner at Mayer Brown LLP in Houston where he was the head of the Houston Corporate Practice. Mr. Moss joined Mayer Brown LLP in May 2005. At Mayer Brown LLP, Mr. Moss’s practice focused on mergers and acquisitions, securities offerings and general corporate and securities matters where he represented clients throughout the energy value chain. Mr. Moss joined Talos Energy LLC after having represented Talos Energy LLC as outside counsel in its initial formation and its subsequent acquisition of Energy Resource Technology, LLC from Helix Energy Solutions Group, Inc. in February of 2013. Mr. Moss also represented Phoenix Exploration in its initial formation in April 2006, acquisitions and ultimate sale to a group of buyers led by Apache Corporation. Prior to joining Mayer Brown LLP, Mr. Moss worked at Baker Botts, L.L.P. Mr. Moss has an AB from Dartmouth College, a MPhil from Cambridge University and a J.D. from The University of Texas School of Law. Mr. Moss is licensed to practice in Texas under the State Bar of Texas. |

  73. Employee Director Compensation

    | 30 | |

  74. Employee Director Compensation

    | Executive VP and Head of Operations Age: 55 Officer since: 2023 | John B. Spath, Executive Vice President and Head of Operations Mr. Spath has served as our Executive Vice President and Head of Operations since December 2023. Effective January 6, 2025, Mr. Spath was designated and appointed as Interim Co-President of the Company serving under the Office of the Interim Chief Executive Officer. On March 1, 2025, in connection with the appointment of Mr. Goodfellow as the Company’s President and Chief Executive Officer, the Office of the Interim Chief Executive Officer was dissolved and Mr. Spath stepped down from his role as Interim Co-President. Prior to that, Mr. Spath served as Senior Vice President of Operations, overseeing Production Operations, Drilling and Completions, Facilities and Major Projects, ARO Operations and Supply Chain. Mr. Spath was promoted in May 2018 to Senior Vice President of Drilling and Production Operations, where he was responsible for several operational functions during varying times, including Production Operations, Production Engineering, Drilling and Completions, ARO Operations, Regulatory Compliance and Supply Chain. In November 2015, Mr. Spath was appointed as Vice President of Production Operations, overseeing multiple operational activities, including Production Operations, Production Engineering, ARO Operations, and Facilities Engineering. Mr. Spath joined the Company as a Drilling Manager in 2013. Mr. Spath has over 29 years of experience in the energy industry. Mr. Spath began his career at J. Ray McDermott as a Process Engineer in 1995, followed by over eight years at Marathon Oil Corporation, leading offshore projects as a Facilities Engineer, Production Foreman and Deepwater Drilling Engineer. Mr. Spath continued to hold various offshore drilling roles, as an international and independent deepwater consultant on deepwater drilling and completion projects for Mariner Energy, Inc., Stone Energy Corporation, Deep Gulf Energy LP and Helix Energy Solutions Group, Inc. before joining deepwater drilling operations at Talos. Mr. Spath graduated from the University of Louisiana at Lafayette in 1995 with a Bachelor of Science in Mechanical Engineering and is a licensed professional engineer in the State of Texas. Mr. Spath is a member of the Energy Education Council’s Board of Directors. Mr. Spath is also the Chairman of the Ronald McDonald House charity golf tournament. |

  75. Employee Director Compensation

    | Executive VP and Chief Human Resources Officer Age: 45 Officer since: 2025 | Megan Dick, Executive Vice President and Chief Human Resources Officer Ms. Dick was appointed Executive Vice President and Chief Human Resources Officer in August 2025. Ms. Dick has 23 years of experience in human resources, including more than 17 years in the oil and gas industry, and has been with the Company since July 2014. Ms. Dick previously served as Vice President, Human Resources starting in March 2022, Director, Human Resources in May 2018 and Manager Human Resources in 2014. Prior to Talos, Ms. Dick served as Human Resources Manager for Aurora Oil & Gas Limited (acquired by Baytex Energy Corp.) and held key roles of increasing responsibility at Cameron International Corporation from September 2006 to August 2013. Ms. Dick holds a Bachelor of Arts from the University of Texas at Austin. |

  76. Employee Director Compensation

    | 2026 PROXY STATEMENT | 31 |

  77. Employee Director Compensation

    | Vice President and Chief Accounting Officer Age: 42 Officer since: 2019 | Gregory M. Babcock, Vice President and Chief Accounting Officer Mr. Babcock has served as our Vice President and Chief Accounting Officer (Principal Accounting Officer) since August 2019. Previously, Mr. Babcock served as the Company’s Interim Chief Financial Officer from June 2025 to August 2025 and as Corporate Controller from May 2018 to August 2019. Prior to that, Mr. Babcock served as the Assistant Controller of Talos Energy LLC from September 2015 until May 2018 when Talos Energy LLC became a wholly owned subsidiary of the Company. Before his promotion to Assistant Controller, Mr. Babcock served as Financial Reporting Manager of Talos Energy LLC from May 2014 to September 2015. Prior to his tenure with Talos Energy LLC, Mr. Babcock worked for Deloitte & Touche, holding positions of increasing responsibility in audit and mergers and acquisitions transaction services. Mr. Babcock began his career with Deloitte & Touche in 2007. Mr. Babcock is a Certified Public Accountant and holds a MS in Finance and BBA in Accounting from Texas A&M University. |

  78. Employee Director Compensation

    | 32 | |

  79. 2025 Incentive Compensation

    | * Figures calculated utilizing annualized base salary and annualized target values for annual cash bonus and long-term incentive awards approved by the Board for 2025 and are not based on the figures reported in the Summary Compensation Table, which report actual annual cash bonus amounts paid for 2025 and the grant date fair value of the long-term incentive awards granted in 2025 calculated in accordance with FASB ASC Topic 718 and which would result in a higher percentage of at risk compensation. At risk compensation includes annual bonus and long-term incentive awards. |

  80. 2025 Incentive Compensation

    | 2025 AIP Performance. Our 2025 Annual Incentive Plan (“AIP”) was based on quantitative performance measures with an increased emphasis on expense reduction, production and safety. Actual performance for 2025 exceeded target for average daily production, adjusted free cash flow, total operating expenses, safety and environmental, resulting in a 153.5% achievement level. | 2025 AIP Payout: 153.5% of target |

  81. 2025 Incentive Compensation

    2023 PSU Performance. Performance results for 2023—2025 Performance Share Units (“PSUs”) were as follows:

  82. 2025 Incentive Compensation

    | • TSR PSUs. The performance period for the 2023-2025 PSUs that vest based on the Company’s absolute total shareholder return (“TSR”) ended as of December 31, 2025. The Compensation Committee certified performance for the 2023-2025 TSR PSUs was below 0%, the threshold level of performance required for any level of vesting, resulting in a zero percent payout. | 2023 - 2025 PSU Payout: 0% of target | | • PVI PSUs. The performance period for the 2023-2025 PSUs that vest based on the present value of the Company’s cash flow (“PVI”) ended as of December 31, 2025. The Compensation Committee certified performance for the 2023-2025 PVI PSUs was below 1.58, the threshold level of performance required for any level of vesting, resulting in a zero percent payout. | |

  83. Focus on Best Practices

    | What We Do | What We Don’t Do | | ✓ Pay for performance, including for sustained performance over multi-year performance periods ✓ Make a significant portion of compensation performance-based and at-risk ✓ Compensation Committee retains independent compensation consultant and counsel ✓ Reference an appropriate peer group in determining compensation elements and levels of pay ✓ Maintain stock ownership requirements for executives and directors ✓ Impose a clawback policy compliant with current legal requirements ✓ Perform annual risk assessment of executive compensation program | × No excessive perquisites × No tax gross-ups × No current dividend payments on unvested equity awards × No single-trigger change in control payments or vesting of equity awards under our Long Term Incentive Plan × No hedging or pledging of Company securities × No individualized severance agreements for our executive officers |

  84. Introduction to the Talos Competitive Market and Compensation Considerations

    Introduction to the Talos Competitive Market and Compensation Considerations Talos operates in a highly unique and competitive market primarily focused offshore in the deepwater Gulf of America. Our business and economic environment is strongly influenced by factors that affect decision making and company performance over extended time horizons. These factors include:

  85. Introduction to the Talos Competitive Market and Compensation Considerations

    | • | Complex operational and technical expertise requirements; |

  86. Introduction to the Talos Competitive Market and Compensation Considerations

    | • | Large capital investments with long payback periods; |

  87. Introduction to the Talos Competitive Market and Compensation Considerations

    | • | Cyclical and volatile nature of oil and gas demand and pricing; |

  88. Introduction to the Talos Competitive Market and Compensation Considerations

    | • | Competition for talent from larger, more established competitors; and |

  89. Introduction to the Talos Competitive Market and Compensation Considerations

    | • | Significant impact of legislative, political, regulatory, safety and environmental considerations. |

  90. Introduction to the Talos Competitive Market and Compensation Considerations

    These influences also impact the design and administration of our executive pay programs, including incentive compensation design and how we define our peer group for compensation comparisons.

  91. Program Design: Aligned with Business and Talent Strategy

    | • | Align executive interests with those of our stockholders to create long-term value. |

  92. Program Design: Aligned with Business and Talent Strategy

    | • | Competitive pay: Total NEO compensation is designed to be competitive with our peer group, especially the larger companies with which we directly compete for talent. |

  93. Program Design: Aligned with Business and Talent Strategy

    | • | Annual incentives linked to key goals: Our annual incentive plan rewards management for running the business safely, efficiently, and responsibly. It balances financial, operational, safety, and environmental metrics to provide a full view of performance that is not overly dependent on commodity prices. |

  94. Program Design: Aligned with Business and Talent Strategy

    | • | Emphasis on equity compensation and shareholder returns: Equity-based compensation comprises the largest component of executive compensation; grants of performance units reward management for outstanding relative and absolute total shareholder return performance, while time-based restricted shares and multi-year vesting promote retention, a longer-term perspective, and an ownership culture that is aligned with the best interests of our stockholders. |

  95. Role of the Compensation Committee

    | • | review and modify overall compensation budgets, aggregate bonus and equity-based compensation grant values, and decisions on individual non-officer employee compensation; |

  96. Role of the Compensation Committee

    | • | review and approve our peer companies for compensation comparisons; |

  97. Role of the Compensation Committee

    | • | review and recommend director compensation to the Board; |

  98. Role of the Independent Compensation Consultant and Legal Counsel

    Role of the Independent Compensation Consultant and Legal Counsel During 2025, the Compensation Committee engaged Meridian as its independent compensation consultant. Meridian advised the committee on the Company’s 2025 compensation program, including compensation for new, transitional and promoted executives and incentive compensation design, in each case, by providing market and peer data, trends, analysis, and other information. Meridian reported only to the Compensation Committee and provided no other services to the Company. While the Compensation Committee considered Meridian’s advice, it retained sole authority for all compensation decisions. During 2025, the Compensation Committee utilized Cooley LLP (“Cooley”) as its independent legal counsel from time to time. Cooley provided various legal advice, as requested by the committee regarding the Company’s 2025 executive and director compensation program. Cooley reported only to the Compensation Committee and provided no other services to the Company. Cooley did not make compensation decisions.

  99. Independence of the Compensation Consultant and Compensation Legal Counsel

    Independence of the Compensation Consultant and Compensation Legal Counsel As is standard, when helpful or necessary, compensation consultants and counsel work directly with management to prepare materials for the Compensation Committee’s consideration. During 2025, and after taking into consideration the factors listed in Section 303A.05(c)(iv) of the NYSE Listed Company Manual, the Compensation Committee concluded that neither it nor the Company has any conflicts of interest with Meridian or Cooley and that Meridian and Cooley each are independent from management.

  100. Peer Group

    Peer Group When making compensation decisions, the Compensation Committee typically considers comparative compensation information of certain peer and industry companies as one reference point in its review and approval of compensation for NEOs. This review is done with respect to both the structure of our executive compensation program as well as the targeted amount of compensation. The companies that comprise the peer group reflect companies in the oil and gas exploration and production industry against which we generally compete for business opportunities, investor capital and/or executive talent. In selecting the Company’s peer group, the Compensation Committee reviews the peer group to determine if the number of companies is appropriate and provides statistical validity. Each year, the Compensation Committee revisits the qualifications of the current peer group, including scope of operations; geographic location; financial and operational metrics (including value of assets, enterprise value, market capitalization, and revenue); and the availability of market compensation data of the proposed peer group. The Compensation Committee may consider modifications to the peer group from time to time resulting from changes in business strategy, mergers and acquisitions, bankruptcies or other factors that may cause peer companies to no longer exist or to no longer be comparable to our business. Peers and the Industry in which We Compete for Talent. As noted above, Talos operates in a highly unique and competitive market as an independent exploration and production company focused offshore deepwater, particularly in the Gulf of America. Compared to many onshore-focused E&P companies, offshore E&P companies, such as Talos, face substantially greater operational complexity, capital requirements, long-term project development and payback periods, regulatory oversight, and technical expertise requirements. As a result, directly comparable public peers engaging in substantially similar offshore activities with similar asset profiles and size as Talos are limited. The Compensation Committee therefore selected a peer group to include companies with general industry, business and operational relevance, with additional companies that operate in comparable offshore technical, capital, and risk environments, and with whom we compete for skilled executive talent, even where company size may differ. The Compensation Committee believes this approach in selecting a peer group results in a more meaningful and appropriate market reference for evaluating executive compensation for executives with relevant specialized experience and skill sets. While the Compensation Committee utilizes peer data in its evaluation of our executive compensation program, long-term incentive design and executive pay levels, the Compensation Committee is mindful of the concern that the inclusion of substantially larger companies as peers could, if used inappropriately, result in upward pressure on compensation levels that is not supported by Talos’s size or asset profile. As a result, the Compensation Committee exercises reasonable judgement in setting executive compensation appropriate for our business, while also recognizing the needs of attracting and retaining skilled and specialized executive talent in our business niche.

  101. Peer Group

    | 2026 PROXY STATEMENT | 39 |

  102. Peer Group

    The Compensation Committee and the Board, with input from Meridian, determined that the companies listed in the table below appropriately reflect a broad peer group to help inform decisions regarding 2025 compensation structure and levels (the “2025 Peer Group”):

  103. Peer Group

    | 2025 Peer Group | | | Berry Corporation (NASDAQ: BRY) | Matador Resources Company (NYSE: MTDR) | | California Resources Corporation (NYSE: CRC) | Murphy Oil Corporation (NYSE: MUR) | | Callon Petroleum Company (NYSE: CPE) (1) | Permian Resources Corporation (NYSE: PR) | | Chord Energy Corporation (NASDAQ: CHRD) | Southwestern Energy Company (NYSE: SWN) (1) | | Civitas Resources, Inc. (NYSE: CIVI) | Vital Energy, Inc. (NYSE: VTLE) | | Kosmos Energy Ltd. (NYSE: KOS) | W&T Offshore, Inc. (NYSE: WTI) | | Magnolia Oil & Gas Corporation (NYSE: MGY) | |

  104. Peer Group

    | (1) APA Corporation acquired Callon Petroleum Company in April of 2024 and Chesapeake Energy acquired Southwestern Energy in October 2024 resulting in the creation of Expand Energy Corporation (NASDAQ: EXE), which became the largest natural gas producer in the US. The compensation data extracted from each of these peer’s 2024 proxy disclosure, which reported compensation prior to these transactions, was used in the peer analysis examined by our Compensation Committee. |

  105. Peer Group

    Changes to the 2025 Peer Group were due to mergers or acquisitions that resulted in either the elimination of a peer company or a surviving company that was no longer an appropriate peer for Talos based on the factors noted above.

  106. Use of 2025 Peer Group

    Use of 2025 Peer Group The Compensation Committee evaluated compensation of the 2025 Peer Group prepared by Meridian in making its compensation recommendations. The analysis included market data for each element of compensation and information regarding the incentive plan designs and pay practices among the 2025 Peer Group including NEO compensation at the companies in the 2025 Peer Group. Data were collected from Meridian’s proprietary oil and gas exploration and production industry survey database, supplemented by information in peer company public disclosures. The Compensation Committee used the compensation analysis as a reference point for assessing the overall competitiveness of our executive compensation program. The Compensation Committee does not target a specific market percentile when setting target compensation for our NEOs, but rather takes into account the scope of the job, complexity of the position and performance of the executive, in context of peer data and trends.

  107. Use of 2025 Peer Group

    | 40 | |

  108. Elements of Compensation for the 2025 Fiscal Year

    | | Key Compensation Elements | Primary Performance Metrics | Purpose and Key Terms | | | Base Salary | N/A | • Fixed cash component designed to attract and retain talent • Based on competitive market positioning, scope of responsibilities, expertise and tenure | | | Annual Incentive Plan | • Adjusted Free Cash Flow Generation (40%) • Total Operating Expense (5%) • General & Administrative Expense (5%) • Average Daily Production (25%) • Safety Measures (TRIR/SIFR) (20%) • GHG Emissions and Methane Reduction (5%) | • Drive achievement of key business results on an annual basis • For 2025, all metrics are quantitative and objectively measured • Payments are not guaranteed • Emphasizes financial, operational, safety and sustainability objectives • Payouts from 0% to 200% of target award | | | Long-Term Incentive Awards | | | | | TSR PSUs | • Absolute and Relative Total Shareholder Return (TSR) | • Aligns executive interests with long-term shareholder value creation • Payments are not guaranteed • Provides the right to receive a Talos share for each PSU at the end of a three-year performance period, subject to achievement of pre-established absolute and relative TSR goals • Payouts capped at 200% of target award | | | Stock Hurdle PSUs (CEO only) | • Pre-established stock price hurdles over a three-year period | • Aligns CEO interests with long-term shareholder value creation • Payments are not guaranteed • Provides the right to receive a Talos share for each PSU at the end of a three-year performance period, subject to achievement of pre-established stock price hurdles • Payouts capped at 100% of target award | | | RSUs | • Stock price appreciation over the vesting period | • Serves as a strong retention tool • Vest in equal annual installments over three years • Multi-tranche vesting bridges the gap between short and long-term compensation horizons |

  109. Elements of Compensation for the 2025 Fiscal Year

    PSU = Performance Stock Unit | RSU = Restricted Stock Unit | TSR = Total Shareholder Return TRIR = Total Recordable Incident Rate | SIFR = Serious Injury or Fatality Rate | GHG = Greenhouse Gas

  110. Base Salary

    Base Salary Base salaries for our NEOs are reviewed annually by the Compensation Committee. NEO base salaries are a fixed portion of the total compensation set at levels commensurate with their responsibilities, expertise, experience, market rate and tenure. The table below shows base salary increases, where applicable, for our NEOs in 2025. Only minor merit adjustments were made to base salary levels for existing NEOs, consistent with the minor increases adopted by other companies in the 2025 Peer Group. Base salary levels for new hires (Messrs. Goodfellow, Dailey and Langin) were established after review of each executive’s experience, responsibility associated with the role, and comparable levels of compensation for the same or similar roles at companies in our 2025 Peer Group.

  111. Annual Incentive Plan

    Annual Incentive Plan Our AIP is an annual cash incentive bonus designed to motivate our NEOs to achieve specific financial and operational performance goals, recognize contributions toward these goals, and recognize other contributions that drive creation of shareholder value. Performance is measured on an annual basis relative to pre-established performance criteria. Establishing 2025 Target Annual Incentive Plan Awards The target 2025 AIP award for each of our NEOs was approved by the Board in May 2025, consistent with the recommendation of the Compensation Committee, which was based, in part, on its review of the target AIP award opportunities for similarly situated executives at companies in our 2025 Peer Group. The individual targets for the 2025 Fiscal Year, expressed as a percentage of base salary, are set forth in the following table for each of our NEOs. There were no changes to the NEO’s target AIP levels in 2025.

  112. Annual Incentive Plan

    | Name | 2025 Target AIP Awards (% of Base Salary) | Percentage Increase from 2024 to 2025 | | Paul R. Goodfellow | 125% | N/A | | Zachary B. Dailey (1) | 80% | N/A | | John B. Spath (2) | 80% | 0% | | William S. Moss III (2) | 80% | 0% | | William Langin (1) | 80% | N/A | | Joseph A. Mills (3) | N/A | N/A | | Sergio L. Maiworm, Jr. (2) (4) | 80% | 0% | | Gregory M. Babcock (5) | 60% | 0% |

  113. Annual Incentive Plan

    | 42 | |

  114. Annual Incentive Plan

    | (1) Because they joined the Company in 2025, the 2025 base salary for Messrs. Dailey and Langin were pro-rated to reflect the portion of the year they were employed by the Company. |

  115. Annual Incentive Plan

    | (2) There was no change to the 2025 target AIP for these executives as a result of their services as members of the Office of the Interim Chief Executive Officer and Co-Presidents of the Company for the period from the resignation of Mr. Mills through the hire of Mr. Goodfellow. |

  116. Annual Incentive Plan

    | (3) Because his service as CEO terminated on January 5, 2025, the Compensation Committee did not establish a target AIP level for Mr. Mills in his role as Interim President and Chief Executive Officer for 2025 and he was not eligible for a 2025 AIP payment. |

  117. Annual Incentive Plan

    | (4) Effective June 27, 2025, Sergio L. Maiworm, Jr. resigned from his position as Executive Vice President and Chief Financial Officer and his employment with the Company terminated as of that date. As a result, he was not eligible for a 2025 AIP payment. |

  118. Annual Incentive Plan

    | (5) There was no change to Mr. Babcock’s 2025 target AIP award percentage as a result of his service as Interim Chief Financial Officer, although the 2025 AIP payout was based on his 2025 base salary as CAO plus the incremental cash payments he received for his interim service as CFO. |

  119. Annual Incentive Plan

    2025 Annual Incentive Plan Measures and Goals The 2025 AIP was structured to payout between 50% (threshold) and 200% (maximum) of each NEO’s target bonus amount, dependent upon the level of performance for the 2025 AIP metrics. Performance below threshold on a given goal results in no payout for that component. 2025 AIP awards were based on our achievement of the following performance measures, with threshold, target and stretch goals for each of these metrics based on the Company’s budget, past performance, future drilling plans and expectations and earnings guidance.

  120. Annual Incentive Plan

    | Performance Measures | | Rationale for Selection of Performance Measure: | | Financial Performance • Adjusted Free Cash Flow Generation (40%) • Total Operating Expense (5%) • General & Administrative Expense (5%) | 50% | Provides incentive to achieve strong cash flow generation and cost reduction, which the Board believes are key drivers of stockholder value | | Operational Performance • Average Daily Production | 25% | Provides incentive to grow production | | Safety Performance • Total Recordable Incident Rate (“TRIR”) • Serious Injury or Fatality Rate (“SIFR”) | 20% | Emphasizes the importance of safety as a critical aspect of Talos’ business | | Environmental Performance • GHG emissions reduction • Methane reduction | 5% | Provides incentive to achieve short-term emissions reductions that build towards longer-term environmental goals |

  121. Annual Incentive Plan

    The Compensation Committee made the following changes to the composition and weightings of the performance measures in 2025 compared to the prior year.

  122. Annual Incentive Plan

    | Change from Prior Year AIP(1) | Rationale for Modification | | Financial Performance • Adjusted Free Cash Flow Generation: weighting reduced to 40% in 2025 from 50% in 2024 • Year-End Net Debt Balance: eliminated in 2025 from 10% weighting in 2024 • Operating Expense and G&A Expense: new metrics added in 2025; 5% weighting each | • Further emphasize disciplined cost management and capital efficiency as the Company integrated the acquired assets and positioned itself for sustainable, long-term cash flow generation. • Year-End Net Debt Balance was eliminated to add more focus on cost management and because the Company had already substantially paid down its debt under the credit facility. | | Operational Performance • Average Daily Production: Increased weighting from 20% in 2024 to 25% in 2025 | • Further emphasize the importance of production as a core operational driver of near-term performance and value creation and to focus management on operational priorities. | | Safety Performance • Safety metrics (TRIR and SIFR): Increased weighting from 15% in 2024 to 20% in 2025 | • Further emphasize the importance of continuous improvement in safety performance and the advancement of the Company’s safety initiatives. • Safety remains a core tenet of Talos’s operating culture and a key focus across all our offshore operations. |

  123. Annual Incentive Plan

    | (1) No changes were made to the weight placed on emissions performance. |

  124. Annual Incentive Plan

    | 2026 PROXY STATEMENT | 43 |

  125. Annual Incentive Plan

    Rigor of AIP Goals Our business is cyclical and heavily influenced by commodity price fluctuations. Each year, the Compensation Committee rigorously evaluates the threshold, target and stretch goals, as well as the weightings, for each performance metric in the AIP to ensure they remain appropriately challenging and aligned with our focus on continuous improvement. The Compensation Committee considers the threshold, target and stretch goals for each metric in light of the Company’s current business strategy, operational outlook, capital allocation priorities, prior years’ performance, management’s budget estimates, and expected market and economic conditions including commodity price projections. The Compensation Committee begins with the operating plan for the year, which takes into account the expected commodity price projections, the natural decline profile of existing production, the timing of additional production that is expected to come online, and the Company’s anticipated capital expenditures for the year. Based on these considerations, the Company’s operating plan for 2025 established at the beginning of 2025 anticipated lower commodity prices, production declines, and increased capital expenditures. Given the Company’s continued focus on safety and its strong prior-year performance, the Compensation Committee determined that the 2025 AIP should continue to raise the bar on improvement in safety outcomes. Accordingly, the Compensation Committee made each of the threshold, target and stretch goals for TRIR and SIFR more challenging for 2025 and increased the weighting for safety performance. Emissions goals remained at the same rigorous level year over year to promote consistent progress and sustained accountability while maintaining alignment with operational priorities. The Compensation Committee recognized that the 2025 AIP goals for average daily production and adjusted free cash flow were lower than (or in the case of the stretch goal for 2025 production, the same as) the corresponding 2024 goals, and in the case of adjusted free cash flow, the goals were also lower than actual performance in 2024. However, the Compensation Committee determined that, based upon the Company’s 2025 operating plan approved by the Board, which was based on industry expectations of lower commodity prices in 2025 compared to price expectations in 2024, the 2025 adjusted free cash flow and average daily production goals continued to represent challenging outcomes that required sustained operational discipline and performance at or above plan expectations to achieve target or above-target payouts, even though the absolute goals were generally lower 2025 to 2024. Further, the Compensation Committee determined these goals remained aligned with the Company’s corporate strategy. In setting the goals for average daily production, the Compensation Committee believed that such goals reflected a meaningful performance expectation, with above-target payout achieved only as a result of performance that exceeded those expectations. Further, the Compensation Committee set the 2025 AIP target production higher than 2024 actual production, notwithstanding the Company’s expected decline of existing production and timing of new production coming online. As a result, the 2025 production target was intended to require performance above maintenance levels and to reward efficient execution, including timely project delivery and operational reliability, with limited margin for underperformance against plan assumptions. The 2025 adjusted free cash flow goals similarly reflected the Company’s operating plan for 2025 and did not represent a relaxation of performance standards based on strategic and financial planning assumptions. The adjusted free cash flow target was intentionally calibrated to reflect anticipated market conditions, capital allocation priorities, and an elevated focus on balance sheet resilience. Although the goals were below the prior year’s target and actual results, the goals were consistent with the 2025 operating plan and the Compensation Committee viewed the target as a demanding goal that required sustained operational and financial discipline, with above-target results driven by outperformance relative to the operating plan. Compared to 2024, the 2025 AIP also contemplated increased capital expenditures in future projects intended to replace reserves, support future production and generate long-term cash flow, which necessarily reduced near-term free cash flow without adding immediate production or cash flow in 2025. In addition, consistent with the Compensation Committee’s objective of setting goals that were supportable under expected market conditions, the 2025 adjusted free cash flow goals were based on the then prevailing view of commodity prices, which were generally lower than price expectations used for the 2024 operating plan. The goals based on the prevailing view of commodity price were intended to reinforce disciplined decision-making during a challenging and volatile commodity environment. Actual adjusted free cash flow performance in 2025 exceeded the maximum goal despite realized oil prices coming in below budget assumptions, reflecting management’s strong operational execution and disciplined hedging strategy. Actual production exceeded expectations as the timing, startup, and performance of key offshore wells, as well as potential downtime from reservoir-related challenges in legacy assets, outperformed the 2025 operating plan. In addition, under our new Chief Executive Officer’s leadership, management implemented an optimal performance plan beginning in the second quarter of 2025 that emphasized cost discipline, operational reliability, and proactive risk management. Adjusted free cash flow performance ultimately exceeded the original assumptions as a result of the Company’s enhanced operational execution, cost saving improvements, including $72 million of free cash flow enhancements, and effective mitigation of operational risks, which collectively drove stronger-than-anticipated cash flow

  126. Annual Incentive Plan

    | 44 | |

  127. Annual Incentive Plan

    generation. As a result of management’s successful initiatives, adjusted free cash flow in 2025 exceeded the maximum goal as well as the Company’s 2025 operating plan upon which the goals were originally set. 2025 Achieved Performance and Payout The framework of the 2025 AIP and results and payout percentages for the 2025 Fiscal Year are set forth in the table below. The Compensation Committee’s long-standing philosophy is to align annual incentive compensation with management’s performance. Consistent with this philosophy, the Compensation Committee retains discretion to make adjustments to performance results and payments thereunder (including the flexibility not to pay any amounts thereunder) to ensure that annual incentive payouts reflect management performance and the underlying business results, rather than the impact, positive or negative, of significant external factors outside management’s control. For 2025 AIP performance, the Compensation Committee’s discretion was applied conservatively and resulted in a slightly lower overall calculated performance outcome, reinforcing alignment with the Company’s pay-for-performance principles. In particular, the Compensation Committee determined that 2025 AIP results should not be unduly influenced by atypically favorable weather conditions in the Gulf of America during 2025 that differed materially from budgeted assumptions. This included adjustments to the performance results to normalize for budgeted but unutilized weather downtime and hurricane repairs, as well as to account for resulting adjustments to AIP accruals. Following the completion of 2025, the Company’s internal audit team confirmed the Company’s performance for each metric in the 2025 AIP. The Compensation Committee reviewed and then certified the Company’s performance results relative to the quantitative goals established at the beginning of the year with a resulting performance level of 153.5% as set forth in the table below.

  128. Annual Incentive Plan

    | Performance Measure | Weighting for Each Measure | 2025 Fiscal Year Threshold (50%) | 2025 Fiscal Year Target (100%) | 2025 Fiscal Year Maximum (200%) | Adjusted Results for 2025 Fiscal Year | 2025 Fiscal Year Weighted Payout Percentage | | Financial Performance | | | | | | | | Adjusted Free Cash Flow Generation (MM) (1) | 40% | $138 | $238 | $357 | $387 | 80.00% | | Total Operating Expenses (MM) (2) | 5% | $625 | $595 | $535 | $552 | 8.56% | | General & Administrative Expenses (MM) (3) | 5% | $134 | $124 | $104 | $133 | 2.76% | | Operational Performance | | | | | | | | Average Daily Production (Mboe/d) (4) | 25% | 86 | 91 | 96 | 92.4 | 31.92% | | Safety Performance | | | | | | | | Total Recordable Incident Rate (TRIR) (5) | | <0.46 | <0.39 | <0.32 | 0.38 | | | | 20% | | | | | 22.86% | | Serious Injury or Fatality Rate (SIFR) (hurdle metric) (4) | | N/A | <0.10 | 0.00 | 0.00 | | | Environmental Performance | | | | | | | | Absolute GHG Emissions Reduction (Scope 1 and 2) (MT Co2 Equiv) (6) | | 0.0% | (2.5)% | (5.0)% | (3.7)% | | | | 5% | | | | | 7.40% | | Absolute Methane Reduction (mT CH4) (hurdle metric) (6) | | N/A | (5.0)% | N/A | (7.1)% | | | PAYOUT PERCENTAGE | 100% | | | | | 153.5% |

  129. Annual Incentive Plan

    | (1) Adjusted Free Cash Flow of $417.7 million as reported in the earnings release furnished as an exhibit to the Current Report on Form 8-K filed on February 25, 2026 (the “2025 Earnings Release”), excludes cash taxes, working capital and one-time and transaction-related costs, but includes corporate items and Talos Mexico. Under the 2025 AIP, Adjusted Free Cash Flow is subject to a $60.00 WTI realized pricing floor and a $80.00 WTI realized pricing ceiling for oil and a $2.00 Henry Hub realized pricing floor and a $4.00 Henry Hub realized pricing ceiling for gas calculated on an annual basis consistent with the Form 10-K, excluding hedges. |

  130. Annual Incentive Plan

    | For purposes of determining Adjusted Free Cash Flow performance under the 2025 AIP, the Compensation Committee made further adjustments to Adjusted Free Cash Flow reported in the 2025 Earnings Release which net reduced Adjusted Free Cash Flow to approximately $387 million, resulting in achievement of 225.3% (80.0% on a weighted basis). |

  131. Annual Incentive Plan

    | 2026 PROXY STATEMENT | 45 |

  132. Annual Incentive Plan

    | Under the 2025 AIP, Adjusted Free Cash Flow is subject to a $60.00 WTI realized pricing floor and a $80.00 WTI realized pricing ceiling for oil and a $2.00 Henry Hub realized pricing floor and a $4.00 Henry Hub realized pricing ceiling for gas calculated on an annual basis consistent with the Form 10-K, excluding hedges. |

  133. Annual Incentive Plan

    | (2) For the 2025 AIP, Total Operating Expenses refers to Lease Operating Expenses. Lease Operating Expenses were $546.7 million, as reported in the 2025 Earnings Release and include workover, maintenance and insurance costs. |

  134. Annual Incentive Plan

    | For purposes of determining Lease Operating Expense performance under the 2025 AIP, the Compensation Committee made further adjustments to Lease Operating Expenses reported in the 2025 Earnings Release which net increased Lease Operating Expenses to approximately $552 million, resulting in achievement of 171.2% (8.6% on a weighted basis). |

  135. Annual Incentive Plan

    | (3) Adjusted General & Administrative Expenses of $134 million, as reported in the 2025 Earnings Release, are adjusted for one-time transaction-related costs and non-cash equity-based compensation. |

  136. Annual Incentive Plan

    | For purposes of determining Adjusted General & Administrative Expense performance under the 2025 AIP, Adjusted General & Administrative Expenses reported in the 2025 Earnings Release was slightly adjusted to account for resulting adjustments to AIP accruals, which slightly net reduced General & Administrative Expenses to approximately $133 million, resulting in achievement of 55.2% (2.8% on a weighted basis). |

  137. Annual Incentive Plan

    | (4) Average Daily Production measures the average daily production volume in thousands of barrels of oil equivalent produced per day. Average Daily Production for the full year 2025, as reported in the 2025 Earnings Release, was 94.6 Mboe/d. |

  138. Annual Incentive Plan

    | For purposes of evaluating Average Daily Production performance under the 2025 AIP, the Compensation Committee made further adjustments to Average Daily Production reported in the 2025 Earnings Release which reduced Average Daily Production to approximately 92.4 Mboe (between target and stretch), resulting in achievement of 127.7% (31.9% on a weighted basis). |

  139. Annual Incentive Plan

    | (5) TRIR is a standard safety measure that can be compared across companies. TRIR measures the number of recordable incidents per 100 full-time workers during a one-year period, using the number of all recordable incidents multiplied by 200,000 (100 employees working 40 hours a week for 50 weeks a year to represent a group of 100 full time employees), then divided by the total number of employee hours worked in a year. The Company measures SIFR as the number of serious injuries or fatalities, using the same underlying methodology as TRIR. TRIR, SIFR was introduced as a supplemental safety performance measure beginning with the 2023 AIP in order to gage the severity of incidents in evaluating the Company’s safety performance. The Company continued to set threshold, target and maximum goals for TRIR, but structured the AIP to provide a single SIFR hurdle as a supplemental metric used as an additional component in measuring the Company’s overall safety performance. Under the 2025 AIP, if TRIR is between threshold and target, but the SIFR goal of <0.10 is achieved, target (100%) is achieved for the overall safety performance metric. The Company’s TRIR and SIFR were 0.38 (above target) and 0.00 (above target), respectively, for the year 2025, resulting in achievement of 114.3% (22.9% on a weighted basis). |

  140. Annual Incentive Plan

    | (6) In 2025, the Company maintained the same threshold, target, and maximum GHG emissions reduction goals and supplemental methane emissions reduction metric in the 2024 AIP. Environmental performance can be achieved by either meeting the 2.5% GHG emissions reduction target or exceeding the 0% GHG threshold while achieving at least a 5% methane emissions reduction. GHG emissions include Scope 1 emissions calculated using the Bureau of Ocean Energy Management’s Outer Continental Shelf Air Quality System (OCS AQS) software for Talos operated U.S. Federal water facilities, incorporating the BOEM-approved alternative method for fugitive emissions added in 2023. Scope 2 emissions are calculated using a location based methodology with EPA eGRID emissions factors for U.S. operations and IEA emissions factors for Mexico. 2024 baseline figures reflect absolute GHG emissions disclosed in the Company’s 2025 Sustainability Report, and 2025 emissions were calculated using consistent methodologies. All emissions are reported in metric tons of CO₂ equivalent. In 2025, absolute GHG emissions and methane emissions were reduced by 4.5% and 9.9%, respectively; for AIP purposes, reductions attributable to data corrections were excluded, resulting in adjusted reductions of 3.7% and 7.1%. |

  141. Annual Incentive Plan

    Executive 2025 AIP Award Payments Following the completion of 2025, the Compensation Committee reviewed and certified the Company’s actual performance results relative to the quantitative goals established at the beginning of the year. AIP awards for our NEOs are calculated by multiplying the payout percentage by each NEO’s target award. The Compensation Committee retains the discretion to increase (including above 200%) or reduce the payout percentage of each NEO’s AIP award. The Compensation Committee approved, and the Board ratified, the 2025 AIP payouts for NEOs as follows:

  142. Annual Incentive Plan

    | Name | 2025 Target AIP Award | Payout Percentage | Actual AIP Award Payment | | Paul Goodfellow | $1,218,750 | 153.5% | $1,870,781 | | Zachary B. Dailey (1) | $134,137 | 153.5% | $205,900 | | John B. Spath | $400,000 | 153.5% | $614,000 | | William S. Moss III | $380,000 | 153.5% | $583,300 | | William Langin (1) | $103,014 | 153.5% | $158,126 | | Joseph A. Mills (2) | — | — | — | | Sergio Maiworm, Jr. (2) | $400,000 | — | — | | Gregory Babcock (3) | $252,750 | 153.5% | $387,971 |

  143. Annual Incentive Plan

    | (1) 2025 Target AIP Award and Actual AIP Award Payments are pro-rated for the portion of 2025 during which such officer served. |

  144. Annual Incentive Plan

    | (2) Messrs. Mills and Maiworm were not eligible for an AIP award payment, as they separated from service during 2025. |

  145. Annual Incentive Plan

    | (3) The 2025 Target AIP Award is based on Mr. Babcock’s base salary plus additional monthly cash compensation he received for May through July 2025 for service as interim Chief Financial Officer. |

  146. Annual Incentive Plan

    | 46 | |

  147. Long-Term Incentive Awards

    Long-Term Incentive Awards The long-term incentive plan, as amended from time to time, provides the Company with the flexibility to grant a wide range of equity and equity-based awards. The Company’s AIP is also administered pursuant to the LTIP. Long-term incentive (“LTI”) awards are intended to balance retention of our executive team and alignment of our NEOs’ interests with those of our stockholders. Each year, the Compensation Committee sets the total targeted LTI value appropriate for each NEO, taking into account Peer Group data and each NEO’s contribution to our success, level of responsibility, personal performance, and experience. For the 2025 Fiscal Year, each NEO’s total targeted annual LTI value was allocated 1/2 to grants of time-based RSUs and 1/2 to grants of performance share units (“PSUs”) based on relative and absolute TSR, except for the sign-on awards to Mr. Goodfellow (which were 1/3 RSUs and 2/3 PSUs). A summary of the terms and purpose of the various awards granted in 2025 to our NEOs is included below. Please see “Executive Compensation Tables—Summary Compensation Table” and “Executive Compensation Tables— Grants of Plan-Based Awards Table” below for more information on the number and value of RSU awards and PSU awards granted during the 2025 Fiscal Year.

  148. Long-Term Incentive Awards

    | Type of Award | Terms | Purpose | | Annual RSU Awards | Vest 1/3 in each of March 2026, 2027 and 2028 | Annual LTI award; retention; shareholder alignment | | Annual PSU Awards | Vest based on absolute and relative TSR over 3-year performance period from January 1, 2025 through December 31, 2027 with a maximum payout of 200% of target | Annual LTI award; drive stock price performance; retention; shareholder alignment | | CEO Sign-On Awards | 1/3 of the awards are RSUs that vest 1/3 in each of March 2026, 2027, and 2028; 2/3 of the awards are PSUs that vest based on stock price hurdles, with a maximum payout of 100% of target | Attract qualified talent; reward sustained stock price performance | | Additional Officer Awards | For Messrs. Moss and Babcock, 1/2 of the awards are RSUs that vest on the first three anniversaries of the date of grant. 1/2 of the awards have the same terms as the Annual (TSR) PSUs. For Mr. Mills, the Compensation Committee approved the grant of RSUs in anticipation that Mr. Mills would continue as Interim CEO during 2025 until a permanent CEO had been appointed. All of the RSUs approved by the Compensation Committee for Mr. Mills’s interim CEO service in 2025 were forfeited shortly after the grant as a result of his resignation from the Company. | One-time awards designed to reward additional responsibilities associated with serving in an interim executive position, critical to a seamless executive team transition, and/or to ensure retention by aligning with market compensation levels when initial compensation was inadvertently below appropriate market level |

  149. Long-Term Incentive Awards

    2025 Annual RSU Awards In March 2025, the Board, upon approval by the Compensation Committee, ratified the grant of annual RSUs to all of the NEOs employed with the Company on the date of grant. Messrs. Dailey and Langin received their annual RSU award for 2025 in September and October 2025, respectively, after joining the Company. The RSUs vest ratably on each of the first three anniversaries of the grant date, subject to each NEO’s continued employment through each vesting date. Following vesting, each RSU that vests is settled in one share of our common stock. 2025 Annual PSU Awards In March 2025, the Board, upon approval by the Compensation Committee, ratified the grant of PSUs to each NEO that was employed with the Company on the date of grant. Messrs. Dailey and Langin received their annual PSU award for 2025 in September and

  150. Long-Term Incentive Awards

    | 2026 PROXY STATEMENT | 47 |

  151. Long-Term Incentive Awards

    October 2025, respectively, after joining the Company. In 2025, as in 2024, Talos granted PSUs that vest based on the Company’s achievement of both absolute and relative TSR metrics over a three-year performance period (the “2025 TSR PSUs”). The relative TSR component is measured against a specified performance peer group. The Compensation Committee adopted this hybrid approach to provide a more balanced assessment of the Company’s performance relative to peers and to mitigate the impact of external market forces on total shareholder return results. The final payout under the 2025 TSR PSUs will range from 0% to 200% of the target 2025 TSR PSUs granted based on the Company’s cumulative three-year absolute and cumulative three-year relative TSR, as set forth in the table below.

  152. Long-Term Incentive Awards

    | | Relative TSR Performance (Annualized) (Percentile Rank vs. Peers) | | | | | Absolute TSR (Annualized) | < 25th | 25th ≥ < 50th | 50th ≥ < 75th | ≥ 75th | | 20% | 100% | 150% | 200% | 200% | | 15% | 100% | 125% | 150% | 200% | | 10% | 75% | 100% | 125% | 150% | | 5% | 50% | 75% | 100% | 125% | | ≤ 0% | 0% | 25% | 75% | 100% |

  153. Long-Term Incentive Awards

    The performance peer group used to measure our relative performance for our 2025 TSR PSUs consists of the companies listed in the table below, which is different from the 2025 Peer Group used to evaluate other executive compensation. The Compensation Committee selected these companies as TSR performance peers primarily due to similarity of business focus, capital structure and nature of drilling operations. We consider our performance peers to be companies with whom we compete for capital and which our stockholders might consider as alternative investments whereas the 2025 Peer Group is used to evaluate the competitiveness of our executive and director compensation programs compared to companies with which we compete for executive and director talent.

  154. Long-Term Incentive Awards

    | Ticker Symbol | Company Name | | BRY | Berry Corporation | | CRC | California Resources Corporation | | CRGY | Crescent Energy Company | | HPK | HighPeak Energy, Inc. | | KOS | Kosmos Energy Ltd.* | | MGY | Magnolia Oil & Gas Corporation | | MTDR | Matador Resources Company | | MUR | Murphy Oil Corporation* | | EGY | VAALCO Energy, Inc. | | VTLE | Vital Energy, Inc. | | XOP | SPDR S&P Oil & Gas Exploration and Production ETF | | WTI | W&T Offshore, Inc.* |

  155. Long-Term Incentive Awards

    *The following entities in the Performance Peer Group are each included twice for purposes of determining the Company’s percentile rank: Kosmos Energy Ltd. (KOS), Murphy Oil Corporation (MUR) and W&T Offshore, Inc. (WTI) in order to more heavily weigh the peers whose business is most similar to ours. CEO Sign-On Awards In tandem with the 2025 annual awards granted in the normal course, the Compensation Committee approved the grant of additional sign-on awards to our new CEO as follows: (a) RSUs that vest at the same time as the 2025 annual RSUs and (b) PSUs that vest based on the achievement of certain stock price hurdles as follows: (i) 50% of the PSUs vest on the date that the volume-weighted average price of a share of the Company’s stock equals or exceeds $14.00 for sixty (60) consecutive trading days during the performance period and (ii) the remaining 50% of the PSUs vest on the date that the volume-weighted average price of a share of stock equals or exceeds $16.00 for sixty (60) consecutive trading days during the performance period. These one-time sign-on awards were designed as both inducement awards and to compensate Mr. Goodfellow for the significant compensation value he forfeited upon leaving his prior

  156. Long-Term Incentive Awards

    | 48 | |

  157. Long-Term Incentive Awards

    company to lead Talos. One-third of the sign-on award was in the form of RSUs vesting annually in thirds over three years. Two-thirds of the award was in the form of PSUs as described above, with aggressive stock price hurdles based on long-term, sustained share price performance. The Compensation Committee expects Mr. Goodfellow’s future compensation to align with the Company’s standard annual CEO compensation framework, without additional discretionary or non-recurring awards. Additional Officer Awards to Align Compensation with Market Data and Recognize Additional Interim Executive Service The Compensation Committee generally does not make off-cycle awards to our NEOs and does so only in compelling circumstances. In February 2025, the Compensation Committee determined the annual 2025 LTI award value for all NEOs, including Mr. Moss, and he received an annual grant in March 2025. After Mr. Goodfellow joined the Company as President and CEO, he and the Compensation Committee reviewed 2025 executive compensation as a whole. The Compensation Committee determined that a limited, one-time incremental RSU and PSU grant to Mr. Moss was appropriate to align his compensation relative to the market for similar positions and for retention purposes. The Compensation Committee approved a one-time incremental grant of additional RSUs and PSUs to Mr. Babcock in September 2025 to recognize the additional responsibilities he undertook as Interim CFO. These limited awards were modest relative to the Officer and annual equity grants, were intended to bring Mr. Moss’s compensation in line with the market and to reward Mr. Babcock for his service as Interim CFO, in addition to maintaining his ongoing role as Chief Accounting Officer, and were intended as one-time actions not reflective of the Company’s ongoing executive compensation practices. The vesting provisions for the additional officer awards granted to each of Messrs. Moss and Babcock are the same as the Annual RSUs (including the vesting commencement date for Mr. Moss) and the Annual PSUs (including the performance period). In late December 2024, the Compensation Committee approved a one-time grant of RSUs to Mr. Mills in anticipation that during 2025, Mr. Mills would continue to serve as the Interim Chief Executive Officer, a short-term role he had agreed to assume while the Company conducted a search for a permanent Chief Executive Officer, until a permanent CEO had been appointed. 1/2 of the RSUs would have vested on the earlier of January 31, 2025 and the appointment of a new CEO and the remaining 1/2 would have vested on the earlier of February 28, 2025 and the completion of certain tasks related to the CEO transition. Although Mr. Mills never accepted these RSUs or executed the award agreement, for accounting purposes, these RSUs were deemed granted effective January 2, 2025, and then forfeited on January 5, 2025 upon Mr. Mills’s resignation from the Company. This award to Mr. Mills was granted off-cycle as the Compensation Committee and Board expected to identify a permanent Chief Executive Officer prior to the normal grant cycle in March 2025, such that Mr. Mills would no longer be serving in such role as of the typical grant date.

  158. Executive Severance Plan

    Executive Severance Plan In 2020, the Board adopted the Severance Plan which provides each of our NEOs with severance benefits following qualifying terminations of employment. Each participant in the Severance Plan is subject to certain confidentiality, non-solicitation and non-disparagement covenants. The Board maintains the Severance Plan to align the severance benefits with the severance benefits provided by companies with which we compete for executive talent. Our Compensation Committee and Board believe that a Severance Plan is preferable to individually negotiated agreements because it ensures continuity of terms between members of our executive team and provides for ease of administration. Please see “Executive Compensation Tables—Potential Payments Upon Termination or a Change in Control—Amended and Restated Executive Severance Plan” for more information.

  159. Tax and Accounting Implications of Executive Compensation Decisions

    Tax and Accounting Implications of Executive Compensation Decisions The Compensation Committee and the Board review and consider the tax, accounting, and securities law implications of our executive compensation program when making determinations. As a public corporation, we are subject to the deduction limitations under Section 162(m) of the Code (“Section 162(m)”). Section 162(m) prohibits deductions for compensation paid in excess of $1 million during a single fiscal year to certain executive officers. The Compensation Committee is mindful of these limitations but reserves the right to pay non-deductible compensation to our executive officers if the Compensation Committee determines that such compensation is in the best interests of the Company. We account for RSU awards and PSU awards in accordance with FASB ASC Topic 718, which requires us to estimate the expense of an award over the vesting period applicable to such award.

  160. Grant Practices Specific to Stock Options and Similar Awards

    Grant Practices Specific to Stock Options and Similar Awards We do not currently grant stock options or similar awards as part of our equity compensation programs and did not grant any such awards in 2025. If stock options or similar awards were granted in the future, the Company would not grant such options in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock. During the 2025 Fiscal Year, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  161. Risk Assessment and Mitigation – Compensation Programs

    | ✓ | Payments under our AIP are based upon a variety of performance metrics, thereby diversifying the risk associated with any single performance indicator |

  162. Risk Assessment and Mitigation – Compensation Programs

    | ✓ | Our PSUs vest based on both absolute and relative TSR and have performance periods of three years, which encourages executives to focus on sustaining stock price over a period of years |

  163. Risk Assessment and Mitigation – Compensation Programs

    | ✓ | Our compensation mix is balanced among fixed and variable components, annual and long-term compensation, and cash and equity that reward performance in the Company’s and our executives’ long-term best interests |

  164. Risk Assessment and Mitigation – Compensation Programs

    | ✓ | Our incentive compensation plans include a cap on the maximum payout, subject to the Compensation Committee’s discretion, and implement design features that do not encourage excessive risk-taking |

  165. Risk Assessment and Mitigation – Compensation Programs

    | ✓ | Our Compensation Committee retains discretion to increase or decrease payments under our annual incentive plan, which provides them with flexibility to respond to factors outside of the program if necessary and discourages executives from achieving performance of certain short-term goals at the expense of the Company’s long-term financial and operational health |

  166. Summary Compensation Table

    Summary Compensation Table The table below sets forth the annual compensation earned by the NEOs during the fiscal years ended December 31, 2025, December 31, 2024, and December 31, 2023.

  167. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) (3) | Total ($) | | Paul R. Goodfellow (4) President & CEO | 2025 | 819,555 | 100,000 | 6,513,948 | 1,870,781 | 46,810 | 9,351,093 | | Zachary B. Dailey (5) EVP & CFO | 2025 | 170,564 | — | 628,352 | 205,900 | — | 1,004,816 | | John B. Spath (6) EVP, Head of Operations | 2025 | 500,966 | — | 1,974,825 | 614,000 | 21,000 | 3,110,791 | | | 2024 | 486,492 | — | 1,780,939 | 504,400 | 34,161 | 2,805,967 | | William S. Moss III (6) EVP, General Counsel | 2025 | 475,763 | — | 1,900,462 | 583,300 | 21,000 | 2,980,525 | | | 2024 | 456,247 | — | 1,664,425 | 473,200 | 20,700 | 2,614,572 | | | 2023 | 450,884 | — | 1,433,879 | 371,280 | 19,800 | 2,275,843 | | William Langin (7) EVP, Exploration & Development | 2025 | 131,823 | — | 362,002 | 158,126 | 6,923 | 658,874 | | Joseph A. Mills (8) Former Interim President and CEO | 2025 | 6,660 | — | 238,881 | — | — | 245,541 | | | 2024 | 377,516 | — | 615,412 | — | — | 992,928 | | Sergio L. Maiworm, Jr. (6)(9) Former EVP & CFO | 2025 | 242,220 | — | 1,974,825 | — | 53,850 | 2,270,895 | | | 2024 | 486,655 | — | 2,045,288 | 517,204 | 11,888 | 3,061,035 | | | 2023 | 387,838 | — | 766,029 | 284,080 | 0 | 1,437,947 | | Gregory M. Babcock (10) Former Interim CFO; VP & Chief Accounting Officer | 2025 | 431,467 | — | 770,715 | 387,971 | 22,077 | 1,612,230 |

  168. Summary Compensation Table

    | (1) Amounts in this column for each NEO represent the aggregate grant date fair value of the RSUs and PSUs granted to each of the NEOs, calculated in accordance with FASB ASC Topic 718. The Company has elected not to estimate forfeitures at grant and, instead, accounts for them when they occur. As a result, the figures in the table above do not include an estimation of forfeitures. The FASB ASC Topic 718 value for the RSUs was calculated using the average of the high and low price per share of our common stock on the date identified as the date of grant for accounting purposes or, to the extent such date was not a trading day, the last trading day immediately prior to such date, applied to the total number of RSUs granted. The FASB ASC Topic 718 grant date fair value of the TSR-based PSUs was determined using a Monte Carlo simulation. Additional information regarding the assumptions underlying these calculations is available in Notes 2 and 11 to our consolidated financial statements filed with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Consistent with applicable SEC rules, the full grant date fair value of awards forfeited by NEOs that separated from service during 2025 are still reported in this table. The awards granted to Messrs. Mills and Maiworm were forfeited by them shortly after grant as a result of their respective resignations. |

  169. Summary Compensation Table

    | Named Executive Officer | Sign-On RSU Awards ($) | Sign-On PSU Awards ($) | 2025 Annual RSU Awards ($) | 2025 Additional Officer Awards ($) | 2025 Annual PSU Awards ($) | Total ($) | | Paul R. Goodfellow | 779,585 | 797,339 | 2,192,568 | — | 2,744,456 | 6,513,948 | | Zachary B. Dailey | — | — | 277,718 | — | 350,634 | 628,352 | | John B. Spath | — | — | 877,034 | — | 1,097,791 | 1,974,825 | | William S. Moss III | — | — | 682,136 | 364,491 | 853,835 | 1,900,462 | | William Langin | — | — | 157,200 | — | 204,802 | 362,002 | | Joseph A. Mills | — | — | — | 238,881 | — | 238,881 | | Sergio L. Maiworm, Jr. | — | — | 877,034 | — | 1,097,791 | 1,974,825 | | Gregory M. Babcock | — | — | 292,348 | 112,433 | 365,934 | 770,715 |

  170. Summary Compensation Table

    | (2) Amounts in this column represent the AIP awards for performance in the 2025 Fiscal Year determined based on actual achievement of the applicable performance metrics. See “—Elements of Compensation for the 2025 Fiscal Year—Annual Incentive Plan” above for additional information regarding these awards. |

  171. Summary Compensation Table

    | 54 | |

  172. Summary Compensation Table

    | (3) Amounts in this column for the 2025 Fiscal Year include the following: |

  173. Summary Compensation Table

    | Named Executive Officer | Relocation Reimbursement ($) | Payment of Accrued PTO on Termination ($) | 401(k) Matching Contributions ($) | Total ($) | | Paul R. Goodfellow | 43,060 | — | 3,750 | 46,810 | | Zachary B. Dailey | — | — | — | — | | John B. Spath | — | — | 21,000 | 21,000 | | William S. Moss III | — | — | 21,000 | 21,000 | | William Langin | — | — | 6,923 | 6,923 | | Joseph A. Mills | — | — | — | — | | Serigo L. Maiworm, Jr. | — | 24,038 | 29,812 | 53,850 | | Gregory M. Babcock | — | — | 22,077 | 22,077 |

  174. Summary Compensation Table

    | (4) Effective March 1, 2025, Paul R. Goodfellow was appointed as the Company’s President and Chief Executive Officer. |

  175. Summary Compensation Table

    | (5) Effective August 18, 2025, Zachary B. Dailey was appointed as the Company’s Executive Vice President and Chief Financial Officer. |

  176. Summary Compensation Table

    | (6) In addition to the positions listed above, (i) Messrs. Maiworm, Spath and Moss served as members of the Office of the Interim Chief Executive Officer and Co-Presidents of the Company and (ii) Mr. Moss served as Interim Chief Executive Officer and principal executive officer, in each case, from January 6, 2025 until March 1, 2025, when Mr. Goodfellow was appointed as President and Chief Executive Officer. |

  177. Summary Compensation Table

    | (7) Effective September 29, 2025, William Langin was appointed to serve as the Executive Vice President of Exploration & Development of the Company. |

  178. Summary Compensation Table

    | (8) Joseph A. Mills was appointed as Interim President and Chief Executive Officer on August 29, 2024 and resigned from his positions as Interim President, Chief Executive Officer and Director effective January 5, 2025, and his employment with the Company terminated as of that date. Mr. Mills was not entitled to any benefits or compensation under the Company’s pre-existing compensation plans and applicable policies and related agreements, and did not receive any additional benefits or compensation, upon his resignation. |

  179. Summary Compensation Table

    | (9) Effective June 27, 2025, Sergio L. Maiworm, Jr. resigned from his position as Executive Vice President and Chief Financial Officer and his employment with the Company terminated as of that date. Mr. Maiworm was not entitled to any benefits or compensation under the Company’s pre-existing compensation plans and applicable policies and related agreements, and did not receive any additional benefits or compensation, upon his resignation. |

  180. Summary Compensation Table

    | (10) Gregory M. Babcock served as Interim Chief Financial Officer from June 28, 2025 through August 18, 2025. Mr. Babcock continues to serve in his longstanding role as the Company’s Vice President and Chief Accounting Officer. Mr. Babcock received an additional $35,000 ($8,750 per month) for his service as Interim Chief Financial Officer from May through August 2025. This amount is included in the Base Salary column above. |

  181. Summary Compensation Table

    | 2026 PROXY STATEMENT | 55 |

  182. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table includes information regarding the AIP awards, RSU awards and PSU awards granted to the NEOs during the 2025 Fiscal Year.

  183. Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock Awards ($) (4) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Paul R. Goodfellow | AIP | | 609,375 | 1,218,750 | 2,437,500 | | | | | | | | PSUs | 3/10/2025 | | | | 62,431 | 249,723 | 499,446 | | 2,744,456 | | | CEO PSUs (10) | 3/10/2025 | | | | 88,790 | 177,581 | 177,581 | | 797,339 | | | RSUs | 3/10/2025 | | | | | | | 338,514 | 2,972,153 | | Zachary B. Dailey | AIP (9) | | 67,069 | 134,137 | 268,274 | | | | | | | | PSUs | 9/18/2025 | | | | 7,263 | 29,050 | 58,100 | | 350,634 | | | RSUs | 9/18/2025 | | | | | | | 29,050 | 277,718 | | John B. Spath | AIP | | 200,000 | 400,000 | 800,000 | | | | | | | | PSUs | 3/10/2025 | | | | 24,973 | 99,890 | 199,780 | | 1,097,791 | | | RSUs | 3/10/2025 | | | | | | | 99,890 | 877,034 | | William S. Moss III | AIP | | 190,000 | 380,000 | 760,000 | | | | | | | | PSUs | 3/10/2025 | | | | 19,423 | 77,692 | 155,384 | | 853,835 | | | RSUs | 3/10/2025 | | | | | | | 77,692 | 682,136 | | | PSUs (5) | 5/7/2025 | | | | 5,550 | 22,198 | 44,396 | | 199,560 | | | RSUs (5) | 5/7/2025 | | | | | | | 22,198 | 164,931 | | William Langin | AIP (9) | | 51,507 | 103,014 | 206,028 | | | | | | | | PSUs | 10/1/2025 | | | | 4,090 | 16,358 | 32,716 | | 204,802 | | | RSUs | 10/1/2025 | | | | | | | 16,358 | 157,200 | | Joseph A. Mills | RSUs | 1/2/2025 | | | | | | | 23,675 | 238,881 | | Sergio L. Maiworm, Jr. (7) | AIP | | 200,000 | 400,000 | 800,000 | | | | | | | | PSUs | 3/10/2025 | | | | 24,973 | 99,890 | 199,780 | | 1,097,791 | | | RSUs | 3/10/2025 | | | | | | | 99,890 | 877,034 | | Gregory M. Babcock | AIP (8) | | 118,500 | 237,000 | 474,000 | | | | | | | | PSUs | 3/10/2025 | | | | 8,324 | 33,297 | 66,594 | | 365,934 | | | RSUs | 3/10/2025 | | | | | | | 33,297 | 292,348 | | | PSUs (6) | 9/18/2025 | | | | 1,300 | 5,198 | 10,396 | | 62,740 | | | RSUs (6) | 9/18/2025 | | | | | | | 5,198 | 49,693 |

  184. Grants of Plan-Based Awards Table

    | (1) Amounts in these columns represent the estimated payouts for AIP awards for the 2025 Fiscal Year assuming threshold, target and maximum achievement. The actual amounts paid to our NEOs for the 2025 Fiscal Year can be found in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, above. Mr. Mills was not granted an AIP award. See “Elements of Compensation for the 2025 Fiscal Year—Annual Incentive Plan Awards” above for additional information regarding these awards. |

  185. Grants of Plan-Based Awards Table

    | (2) These amounts represent the threshold, target and maximum number of PSUs that may become earned pursuant to the PSUs granted to the NEOs during the 2025 Fiscal Year. The number of PSUs which ultimately become earned is based on (i) for all NEOs, our absolute and relative TSR performance over the three-year performance period ending on December 31, 2027 and (ii) for Mr. Goodfellow’s CEO PSUs, the achievement of two stock price hurdles during the three-year performance period ending March 10, 2027, in each case, subject to the NEO’s continued employment. |

  186. Grants of Plan-Based Awards Table

    | (3) Amounts in this column represent RSUs granted to the NEOs during the 2025 Fiscal Year, with the RSUs granted on March 10, 2025 and May 7, 2025 vesting as to one-third on each of March 10, 2026, March 10, 2027 and March 10, 2028, the RSUs granted on September 18, 2025 vesting as to one-third on each of September 18, 2026, September 18, 2027 and September 18, 2028, and the RSUs granted on October 1, 2025 vesting as to one-third on each of October 1, 2026, October 1, 2027 and October 1, 2028, in each case, subject to the NEO’s continued employment. For the RSUs granted to Mr. Mills on January 2, 2025, one half would have vested on the earlier of January 31, 2025 and the appointment of a new CEO and one half would have vested on the earlier of February 28, 2025 and the completion of certain tasks related to the CEO transition; however, Mr. Mills forfeited all RSUs granted during the 2025 Fiscal Year in connection with his resignation. |

  187. Grants of Plan-Based Awards Table

    | (4) These amounts represent the aggregate grant date fair value of PSUs and RSUs granted during the 2025 Fiscal Year to the NEOs, calculated in accordance with FASB ASC Topic 718. The Company has elected not to estimate forfeitures at grant and, instead, accounts for them when they occur. As a result, the figures do not include an estimation of forfeitures. |

  188. Grants of Plan-Based Awards Table

    | 56 | |

  189. Grants of Plan-Based Awards Table

    | (5) In February 2025, the Compensation Committee determined the annual 2025 LTI award value for Mr. Moss and he received an annual grant in March 2025. Additional grants of RSUs and PSUs were issued to Mr. Moss in May 2025 in order to align his compensation with market and for retention purposes. These additional RSUs and PSUs have the same terms as the Annual RSUs (including the vesting commencement date for the awards) and the Annual PSUs (including the performance period). |

  190. Grants of Plan-Based Awards Table

    | (6) In September 2025, in recognition for Mr. Babcock’s service as Interim CFO, he received an additional grant of RSUs and PSUs. These additional RSUs and PSUs have the same terms as the Annual RSUs (but vesting as to one-third on each of September 18, 2026, September 18, 2027 and September 18, 2028) and the Annual PSUs (including the performance period). |

  191. Grants of Plan-Based Awards Table

    | (7) Mr. Maiworm forfeited his AIP award and all RSUs and PSUs granted during the 2025 Fiscal Year in connection with his resignation. |

  192. Grants of Plan-Based Awards Table

    | (8) The values for the AIP for Mr. Babcock reflect the original values established by the Compensation Committee early in 2025. At the discretion of the Compensation Committee, Mr. Babcock’s 2025 AIP Award was calculated based on the sum of his base salary and the additional cash compensation he received for service as interim Chief Financial Officer from May through July 2025 ($421,250), which resulted in a threshold amount of $126,375, target amount of $252,750, and maximum amount of $505,500. |

  193. Grants of Plan-Based Awards Table

    | (9) Messrs. Dailey and Langin’s 2025 AIP Awards were prorated for the partial year of service. |

  194. Grants of Plan-Based Awards Table

    | (10) The number of PSUs which ultimately become earned is based on the achievement of two stock price hurdles during the three-year performance period ending March 10, 2027, in each case, subject to Mr. Goodfellow’s continued employment. |

  195. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table reflects information regarding outstanding unvested RSUs and PSUs held by our NEOs as of December 31, 2025.

  196. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2) | | Paul R. Goodfellow | 338,514 | 3,730,424 | 588,236 | 6,482,361 | | Zachary B. Dailey | 29,050 | 320,131 | 58,100 | 640,262 | | John B. Spath | 172,557 | 1,901,578 | 258,420 | 2,847,788 | | William S. Moss III | 171,662 | 1,891,715 | 254,511 | 2,804,711 | | William Langin | 16,358 | 180,265 | 32,716 | 360,530 | | Joseph A. Mills | — | — | — | — | | Sergio L. Maiworm, Jr. | — | — | — | — | | Gregory M. Babcock | 83,923 | 924,831 | 91,976 | 1,013,576 |

  197. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) The amounts in this column represent RSUs held by each NEO which vest pro-rata over the applicable remaining vesting dates indicated in the chart below, subject to the NEO’s continued employment through each such date. The number of RSUs that vest on a vesting date is calculated from the data in the table below by dividing the aggregate number of unvested RSUs by the number of remaining vesting dates. |

  198. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 2026 PROXY STATEMENT | 57 |

  199. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Number of Unvested RSUs | Remaining Vesting Dates | | Paul R. Goodfellow | 338,514 | March 10, 2026, March 10, 2027 and March 10, 2028 | | Zachary B. Dailey | 29,050 | September 18, 2026, September 18, 2027 and September 18, 2028 | | John B. Spath | 99,890 | March 10, 2026, March 10, 2027 and March 10, 2028 | | | 28,215* | September 9, 2026 and September 9, 2027 | | | 39,094 | March 5, 2026 and March 5, 2027 | | | 321 | December 1, 2026 | | | 5,037 | March 5, 2026 | | William S. Moss III | 99,890 | March 10, 2026, March 10, 2027 and March 10, 2028 | | | 26,470* | September 9, 2026 and September 9, 2027 | | | 36,488 | March 5, 2026 and March 5, 2027 | | | 8,814 | March 5, 2026 | | William Langin | 16,358 | October 1, 2026, October 1, 2027 and October 1, 2028 | | Gregory M. Babcock | 5,198 | September 18, 2026, September 18, 2027 and September 18, 2028 | | | 33,297 | March 10, 2026, March 10, 2027 and March 10, 2028 | | | 21,816* | September 9, 2026 and September 9, 2027 | | | 19,982 | March 5, 2026 and March 5, 2027 | | | 1,111 | July 1, 2026 | | | 2,519 | March 5, 2026 |

  200. Outstanding Equity Awards at 2025 Fiscal Year-End

    | * Indicates retention RSUs granted in 2024 after the departure of the prior CEO. |

  201. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) The amounts in these columns were calculated by multiplying $11.02, the closing price of our common stock on December 31, 2025, by the number of awards reported. |

  202. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) As of December 31, 2025, our absolute and relative TSR performance for the PSUs granted in 2024 and 2025 was tracking at 62% and 200%, respectively. Pursuant to the applicable SEC rules, the amounts in this column and in the table below reflect the target payout of the 2024 PSUs and the maximum payout of the 2025 PSUs. Additionally, for Mr. Goodfellow’s stock price hurdle PSUs granted in 2025, the amounts in this column represent threshold number of PSUs granted in 2025, since none of the hurdles had been achieved as of December 31, 2025. The actual number of PSUs earned based on actual performance over the full performance period may be more or less than this amount. |

  203. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Number of Unvested PSUs | Applicable Performance Period End Date | | Paul R. Goodfellow | 499,446 | December 31, 2027 | | | 88,790 | March 10, 2028 | | Zachary B. Dailey | 58,100 | December 31, 2027 | | John B. Spath | 58,640 | December 31, 2026 | | | 199,780 | December 31, 2027 | | William S. Moss III | 54,731 | December 31, 2026 | | | 199,780 | December 31, 2027 | | William Langin | 32,716 | December 31, 2027 | | Gregory M. Babcock | 14,986 | December 31, 2026 | | | 76,990 | December 31, 2027 |

  204. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 58 | |

  205. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  206. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Paul R. Goodfellow | — | — | | Zachary B. Dailey | — | — | | John B. Spath | 43,848 | 387,133 | | William S. Moss III | 50,773 | 443,943 | | William Langin | — | — | | Joseph A. Mills | — | — | | Serigo L. Maiworm, Jr. | 28,595 | 242,200 | | Gregory M. Babcock | 27,146 | 241,446 |

  207. Option Exercises and Stock Vested

    | (1) This column reflects the RSUs held by each NEO that vested during the 2025 Fiscal Year. |

  208. Option Exercises and Stock Vested

    | (2) This column reflects the aggregate market value realized by each NEO upon vesting, calculated by multiplying the number of RSUs that vested by the closing price of our common stock on the applicable vesting date. |

  209. Pension Benefits

    Pension Benefits We have not maintained, and do not currently maintain, a defined benefit pension plan.

  210. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We have not maintained, and do not currently maintain, a nonqualified deferred compensation plan.

  211. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control

  212. Quantification of Benefits on Termination

    | SCT Components | Actual Values from SCT ($) | Annualized Values Plus One-Time Values (For CEO Pay Ratio) ($) | Rationale | | Salary | 819,555 | 975,000 | Annualized Salary | | Bonus | 100,000 | 100,000 | Not annualized; one-time signing bonus | | Stock Awards | 6,513,948 | 6,513,948 | Not annualized; includes one-time award of RSUs and one-time award of PSUs | | Non-Equity Incentive Plan Compensation | 1,870,781 | 1,870,781 | Not annualized; Mr. Goodfellow was eligible for a non-prorated 2025 AIP Award | | All Other Compensation | 46,810 | 46,810 | Not annualized; includes one-time reimbursement for relocation expenses | | Total CEO Pay | 9,351,094 | 9,506,539 | |

  213. Quantification of Benefits on Termination

    | Year (a) | Summary Compensation Table Total for First PEO ($) (1) (b) | Compensation Actually Paid to First PEO ($) (1)(2) (c) | Summary Compensation Table Total for Second PEO ($) (1) (b) | Compensation Actually Paid to Second PEO ($) (1)(2) (c) | Summary Compensation Table Total for Third PEO ($) (1) (b) | Compensation Actually Paid to Third PEO ($) (1)(2) (c) | Summary Compensation Table Total for Fourth PEO ($) (1) (b) | Compensation Actually Paid to Fourth PEO ($) (1)(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1)(2) (e) | | 2025 | N/A | N/A | 245,541 | (73,321) | 2,980,525 | 3,969,273 | 9,351,094 | 11,697,048 | 1,731,521 | 1,336,366 | | 2024 | 6,198,970 | 2,998,527 | 992,928 | 881,144 | N/A | N/A | N/A | N/A | 2,334,115 | 1,295,762 | | 2023 | 6,606,866 | (724,753) | N/A | N/A | N/A | N/A | N/A | N/A | 2,413,071 | (346,809) | | 2022 | 12,431,348 | 16,164,942 | N/A | N/A | N/A | N/A | N/A | N/A | 4,460,153 | 5,687,286 | | 2021 | 7,327,188 | 4,170,071 | N/A | N/A | N/A | N/A | N/A | N/A | 2,688,184 | 1,685,360 |

  214. Quantification of Benefits on Termination

    | (2) The Company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate compensation actually paid in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) and (e) for our PEOs and Non-PEO NEOs in 2025. Equity valuation assumptions for calculating CAP are not materially different from grant date valuation assumptions. As the Company’s NEOs do not participate in any defined benefit plans, no adjustments were requ ired to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. |

  215. Narrative Disclosure to Pay vs. Performance Table

    Narrative Disclosure to Pay vs. Performance Table

  216. Summary of the Amended LTIP

    | • | Meaningful annual limits on total director compensation; and |

  217. Director Compensation Limits

    Director Compensation Limits Under the Amended LTIP, in a single calendar year, a non-employee director may not be paid compensation, whether denominated in cash or Awards, for such individual’s service on the Board in excess of $750,000. Additional cash amounts or Awards may be paid for any calendar year in which a non- employee director (i) first joins the Board, (ii) serves on a special committee of the Board, or (iii) serves as lead director or non-executive Chairman of the Board. The limit on non-employee director compensation described above does not apply to compensation paid for any period in which the individual served as our employee or an employee of our affiliates or was otherwise providing services to us or our affiliates other than in the capacity as a director.