Kosmos Energy Ltd. (KOS)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto contained herein and our annual financial statements for the year ended December 31, 2025, included in our annual report on Form 10-K along with the section Management’s Discussion and Analysis of financial condition and Results of Operations contained in such annual report. Any terms used but not defined in the following discussion have the same meaning given to them in the annual report. Our discussion and analysis includes forward-looking statements that involve risks and uncertainties and should be read in conjunction with “Risk Factors” under Item 1A of this report and in the annual report, along with “Forward-Looking Information” at the end of this section for information about the risks and uncertainties that could cause our actual results to be materially different than our forward-looking statements.

Overview

Kosmos Energy is a leading deepwater exploration and production company focused on meeting the world’s growing demand for energy. We have diversified oil and gas production from assets offshore Ghana, Mauritania, Senegal and the Gulf of America. Additionally, in the proven basins where we operate, we are advancing high-quality development opportunities which have come from our exploration success.

Recent Developments

Corporate

In April 2026, during the Spring 2026 redetermination, the Company’s lending syndicate approved a borrowing base at approximately $1.25 billion for the Facility. Following the closing of the sale of all our participating interest in the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea on June 16, 2026, the Company’s production assets in Equatorial Guinea are no longer included in the borrowing base amount, and, as agreed with the lending syndicate, the borrowing base has been reduced to approximately $1.2 billion.

Ghana

During the second quarter of 2026, Ghana production averaged approximately 105,700 Boepd gross (36,300 Boepd net). Two full Jubilee cargo liftings and one TEN lifting took place in the second quarter of 2026. A third Jubilee cargo began lifting on the last day of the quarter and was completed on July 2, 2026.

Jubilee development drilling continued to progress with a total of four producer wells successfully brought online during the year through the end of July 2026. To complete this year’s development drilling campaign, the final producer well is expected online in the coming days and a water injector well is expected online around the end of the third quarter of 2026.

Gulf of America

Production from the Gulf of America averaged approximately 14,300 Boepd net (~83% oil) for the second quarter of 2026.

On Tiberius, Kosmos (operator) continues to progress the development with our partners. We achieved a final investment decision in March 2026 with first oil targeted in the second half of 2028. Kosmos successfully completed a highly competitive farm-out process in July, with Navitas becoming a 33.33% partner in the project alongside Kosmos (33.34%) and Occidental (33.33%, owner/operator of the host facility). The consideration for the farm-down is a mix of upfront cash, carry for future development capital expenditure, which is expected to cover Kosmos’ spend on the project through 2026 into mid-2027 and future milestone payments.

At Winterfell, the partnership spud Winterfell-5 in April 2026. Winterfell-5 was designed as a twin well to Winterfell-3 in order to restore production from the Winterfell-3 fault block. The Winterfell-5 well was temporarily abandoned in July 2026 by the operator due to challenges experienced during drilling operations arising from issues with the production casing. The partnership is currently evaluating the cause of the casing issue in order to restore production from the Winterfell-3 fault block. In April 2026, production from the Winterfell-2 was shut-in pending a future intervention. The Company maintains

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insurance coverage that it expects will offset a significant portion of any remediation costs that may be incurred to restore the Winterfell-2 well to normal operations.

Equatorial Guinea

On June 16, 2026, we completed the sale of all our 40.4% participating interest in the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea to a subsidiary of Panoro Energy ASA. Pursuant to the terms of the Sale and Purchase Agreement, Kosmos received final cash consideration of approximately $127.0 million, based on the initial purchase price of $180.0 million reduced by certain purchase price adjustments totaling approximately $53.0 million. We are also entitled to future contingent consideration of up to $39.5 million, comprised of $12.5 million linked to future production performance at the Ceiba field and $9.0 million payable in each of the years 2027, 2028 and 2029, subject to certain Block G production and oil price thresholds. Upon closing, the Company recognized a gain on sale of assets of approximately $9.4 million, representing the excess of net proceeds received over the carrying value of the disposal group. Operating results throughout this Form 10-Q continue to include the operating results of the Equatorial Guinea business through the date of sale.

Mauritania and Senegal

Greater Tortue Ahmeyim (GTA) Field

Production in Mauritania and Senegal from GTA averaged approximately 64,300 Boepd gross (15,700 Boepd net) in the second quarter of 2026. Nine gross LNG cargos and one gross condensate cargo lifted in the second quarter of 2026.

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Results of Operations

All of our results, as presented in the table below, represent operations from Ghana, Equatorial Guinea, Mauritania, Senegal and the Gulf of America, including the results related to the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea through the date of sale in June 2026. See Note 3 - Acquisitions and Divestitures for additional information. Certain operating results and statistics for the three and six months ended June 30, 2026 and 2025 are included in the following tables:

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(1)Substantially all NGLs and natural gas sales in Ghana and the Gulf of America are associated production from our oil wells and, therefore, production costs metrics are presented under a common unit of measure. In Mauritania and Senegal, all condensate sales and LNG sales are associated production from our gas wells and the first LNG cargo was successfully completed in April 2025. Oil and gas production costs related to LNG production at the GTA Phase 1 project were $65.8 million and $69.1 million for the three months ended June 30, 2026 and 2025, respectively, and $121.2 million and $127.2 million for the six months ended June 30, 2026 and 2025, respectively. Production costs per Mcfe in Mauritania and Senegal was $6.98 and $23.13 for the three months ended June 30, 2026 and 2025, respectively, and $6.89 and $36.95 for the six months ended June 30, 2026 and 2025. Mauritania and Senegal LNG sales are presented as gas sales in the table.

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The following table shows the number of wells in the process of being drilled or in active completion stages, and the number of wells suspended or waiting on completion as of June 30, 2026:

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The discussion of the results of operations and the period-to-period comparisons presented below analyze our historical results including the results related to the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea through the date of sale in June 2026. See Note 3 - Acquisitions and Divestitures for additional information. The following discussion may not be indicative of future results.

Three months ended June 30, 2026 compared to three months ended June 30, 2025

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis contains forward‑looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward‑looking statements as a result of various factors, including, without limitation, those set forth in “Cautionary Statement Regarding Forward‑Looking Statements” and “Item 1A. Risk Factors.” The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this annual report on Form 10‑K.

Overview

Kosmos Energy is a leading deepwater exploration and production company focused on meeting the world’s growing demand for energy. We have diversified oil and gas production from assets offshore Ghana, Equatorial Guinea, Mauritania, Senegal, and the Gulf of America. Additionally, in the proven basins where we operate we are advancing high-quality development opportunities, which have come from our exploration success.

Recent Developments

Corporate

On September 24, 2025, the Company entered into a senior secured term loan credit agreement secured by first priority liens on all of the Company’s Gulf of America assets (as defined in the Credit Agreement). The GoA Term Loan Facility is a four-year term loan structured into two tranches, with the first tranche a principal amount of $150.0 million, which was funded in October 2025, and a second tranche of an additional $100.0 million, which was funded in January 2026. The net proceeds were used, together with cash on hand, to fund the redemption of the 7.125% Senior Notes due 2026 totaling $250.0 million in aggregate. The GoA Term Loan Facility is now fully drawn and matures in 2029, with principal payments beginning June 30, 2026.

On January 16, 2026, the Company announced the pricing of $350.0 million aggregate principal amount of 11.250% senior secured bonds due 2031 in the Nordic market (the “GTA Nordic bonds”). The GTA Nordic bonds are fully and unconditionally guaranteed by the Company, as well as the Company’s wholly-owned subsidiaries that own the Mauritania and Senegal assets. In February 2026, Kosmos used a portion of the net proceeds from the Nordic bond offering to fund the repurchase of an aggregate principal amount of $182.5 million of its 7.750% Senior Notes due 2027 and to make a voluntary early principal repayment of $100.0 million on outstanding borrowings under the Facility, with the remaining proceeds to be used for future retirements of the 7.750% Senior Notes due 2027.

In July 2025, new U.S. tax legislation was signed into law in the United States known as the “One Big Beautiful Bill Act” or “OBBBA”. The legislation includes a broad range of U.S. corporate tax reform provisions affecting businesses across numerous industries. The necessary adjustments have been reflected for the year ended December 31, 2025. Based on our evaluation, we have determined that the impact of OBBBA is not material to the Company’s financial position or results.

Ghana

During the year ended December 31, 2025, Ghana production averaged approximately 93,100 Boepd gross (31,100 Boepd net).

The partnership completed a new 4D seismic survey on the Jubilee and TEN Fields during the first quarter of 2025 and an Ocean Bottom Node survey was completed in the fourth quarter of 2025. In the second quarter of 2025, we commenced the next development drilling campaign in the Jubilee Field. The Jubilee drilling progressed during the year bringing one producer well successfully online in July 2025. After undergoing scheduled maintenance, the rig returned to the Jubilee Field to drill an additional producer well, which was successfully completed and brought online in January 2026. The development drilling campaign will continue in 2026 by drilling four planned producer wells and an additional water injector well.

In June 2025, the Jubilee and TEN partnerships entered into a Memorandum of Understanding with the Government of Ghana to extend to 2040 the WCTP and the DT licenses, which cover the Jubilee and TEN fields offshore Ghana. The Ghana partnership received Government approval in December 2025 for the license extensions. Accordingly, the WCTP and DT licenses have been extended to 2040 and starting from July 2036, Ghana National Petroleum Corporation’s share in the fields will increase by an additional 10% interest and the joint venture partners’ shares will decrease pro rata. As part of the extension of the Petroleum Agreements, the Jubilee plan of development is amended to include up to twenty additional wells in the fields. Additionally, in December 2025, as part of the extension of the WCTP and DT Petroleum Agreements, the Ghana partners and

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Government of Ghana have approved an amended gas sales agreement at a price of $2.50 per MMBtu through the extended expiration date of 2040 for the WCTP and DT licenses.

In February 2026, the TEN partnership executed the final Sale and Purchase Agreement to acquire the TEN FPSO from MODEC, Inc. at the end of its current lease in 2027 for a gross purchase price of $205.0 million.

Gulf of America

During the year ended December 31, 2025, Gulf of America production averaged approximately 17,600 Boepd (net) (~84% oil).

On Tiberius, Kosmos (operator, 50% working interest) continues to progress the development plan with our partner Occidental Petroleum Corporation (“Oxy”) (50% working interest). A production handling agreement for the Oxy-operated Lucius platform was signed in the third quarter of 2025. A final investment decision and farm down to reduce Kosmos’ working interest is expected in 2026.

In January 2026, Kosmos was awarded two lease blocks in the Gulf of America Big Beautiful Gulf Lease Sale 1 (“BBG1”).

At Winterfell, in October 2024, shortly after startup of the Winterfell-3 well, production at the field was curtailed due to sand production from the Winterfell-3. Production from the first two wells was restored in December 2024. Remediation work on Winterfell-3 was performed in the first quarter of 2025, however, it was unsuccessful. Winterfell-3 was temporarily plugged and abandoned during the first quarter of 2025 while the partnership evaluated options to restore production from the Winterfell-3 fault block. During the second quarter of 2025, the partnership drilled the Winterfell-4 well to test a separate fault block and define the eastern extent of the Winterfell reservoir area. The Winterfell-4 well was abandoned in September 2025 by the operator due to challenges during completion operations arising from the collapse of the production casing. The partnership will continue to review alternative options to access those resources with near-term activity in 2026 focused on restoring production from the Winterfell-3 fault block.

In February 2026, Kosmos entered into a strategic alliance with Shell, exchanging interests in five exploration blocks in the Norphlet trend. Shell and Kosmos now have alignment over ten blocks in the Gulf of America to explore multiple prospects, including Trailblazer. Drilling of Trailblazer is planned for 2027 with Kosmos designated as development operator.

Equatorial Guinea

On February 24, 2026, we entered into a Share Sale and Purchase Agreement with a subsidiary of Panoro Energy ASA for the sale of all of our participating interest in the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea for upfront cash consideration of $180 million, subject to certain adjustments, and future contingent consideration of up to $39.5 million, comprising $12.5 million linked to production performance at the Ceiba field and $9 million payable in each of 2027, 2028 and 2029, which are subject to certain oil price and production thresholds. The transaction has received approval from the Government of Equatorial Guinea and completion only remains subject to CEMAC customary approval. While we expect to close the transaction around the middle of 2026, there can be no assurances that closing will ultimately occur or that it may not be delayed. As such, the Company has elected to report on the business throughout this Form 10-K on the basis that the transaction has not yet closed and that the Company continues to own all of the participating interest in the Ceiba Field and Okume Complex production assets located in Block G offshore Equatorial Guinea. All such references to the Company’s future plans and expectations for the Equatorial Guinea business unit should therefore be read in light of the ongoing transaction.

Production in Equatorial Guinea averaged approximately 20,400 Bopd gross (7,200 Bopd net) for the year ended December 31, 2025, impacted by multiple flow pump (MPP) mechanical failures at Ceiba during the second quarter of 2025. One pump is currently back online with another pump expected to be online in the first quarter of 2026.

In October 2025, we received approval from the Ministry of Hydrocarbons and Mining Development for a twelve month extension to December 2026 for the current exploration phase of Block EG-24.

In October 2025, we submitted a formal notice to the Ministry of Hydrocarbons and Mining Development that we are electing to exit Block S offshore Equatorial Guinea.

In February 2026, we notified our partners that we are withdrawing from Block EG-01.

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In the fourth quarter of 2024, the corporate tax rate in Equatorial Guinea was reduced from 35% to 25%, with an effective date of January 1, 2025.

Mauritania and Senegal

Greater Tortue Ahmeyim Project

Production in Mauritania and Senegal averaged approximately 35,000 Boepd gross (8,500 Boepd net) for the full year ended December 31, 2025, as production from the Greater Tortue Ahmeyim (GTA) liquefied natural gas (LNG) project ramped up. The GTA LNG project achieved first gas production from the subsea system to the FPSO on December 31, 2024. First LNG was achieved in February 2025 and the first gross LNG cargo was successfully exported in April 2025. Eighteen and a half gross LNG cargos and one condensate cargo were lifted in 2025. The Gimi FLNG vessel Commercial Operations Date was achieved in the second quarter of 2025 with successful ramp-up to the daily contracted sales volume level under the Tortue Phase 1 SPA, equivalent to approximately 2.45 million tonnes per annum. Production averaged approximately 58,200 Boepd gross (14,200 Boepd net) for the three months ended December 31, 2025. Additionally, the Gimi FLNG vessel operated at nameplate capacity in December 2025, reaching a peak production rate of approximately 3.0 million tonnes per annum.

Yakaar and Teranga Discoveries

On Yakaar-Teranga, we are working with PETROSEN to withdraw from the block given we have not been able to attract a suitable partner and agree a commercially attractive development concept with the government of Senegal. Accordingly, during the year ended December 31, 2025, we wrote off $143.7 million of unproved property costs associated with the Yakaar and Teranga discoveries, which were largely incurred before 2020.

Sao Tome and Principe

In May 2025, we received approval for a twelve month extension to May 2026 for the current exploration phase for Block 5 offshore Sao Tome and Principe.

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Results of Operations

All of our results, as presented in the table below, represent operations from Ghana, Equatorial Guinea, Mauritania, Senegal, the Gulf of America. Certain operating results and statistics for the years ended December 31, 2025, 2024 and 2023 are included in the following tables. For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operation

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