TALO Talos Energy Inc

As filed with the Securities and Exchange Commission on August 8, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TALOS ENERGY INC.

(Exact name of registrant as specified in its charter)

AMENDED AND RESTATED TALOS ENERGY INC. 2021 LONG TERM INCENTIVE PLAN

(Full title of the plan)

Willian S. Moss III

Executive Vice President and General Counsel

333 Clay Street, Suite 3300

Houston, Texas 77002

(Name and address of agent for service)

(713) 328-3000

(Telephone number, including area code, of agent for service)

Copies to:

Jackson O’Maley

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700

Houston, Texas 77002

(713) 758-2222

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). ☐

EXPLANATORY NOTE

The Talos Energy Inc. 2021 Long Term Incentive Plan was adopted in 2021 (the “2021 LTIP”). At the Annual Meeting of Shareholders (the “2024 Annual Meeting”) of Talos Energy Inc., a Delaware corporation (the “Registrant”), held on May 23, 2024, the Registrant’s shareholders approved an amendment and restatement of the 2021 LTIP (the “2024 Amendment”) in order to increase the number of shares of common stock, $0.01 par value per share (the “Common Stock”), available for future grants to 12,439,415 since the adoption of the 2021 LTIP and to extend the term of the plan to the tenth anniversary of the 2024 Annual Meeting (as amended and restated, the “Plan”).

The Registrant is filing this Registration Statement on Form S-8 (this “Registration Statement”) pursuant to General Instruction E of Form S-8 to register the offer and sale of an additional 4,180,000 shares of Common Stock that may be issued pursuant to the Plan, which are available as a result of the 2024 Amendment to the Plan.

Except as otherwise set forth below, the contents of the registration statement on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on May 27, 2021 (File No. 333-256554), is incorporated herein by reference and made a part of this Registration Statement as permitted by General Instruction E to Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The discussion below summarizes the material indemnification provisions of the Registrant’s Second Amended and Restated Certificate of Incorporation (“Charter”), Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation (“Certificate of Amendment”), and Second Amended and Restated Bylaws (“Bylaws”), Sections 102(b)(7) and 145 of the Delaware General Corporation Law (“DGCL”), and the Plan.

Section 145 of the DGCL provides that a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees, and agents or persons who are or were serving at the request of the corporation as directors, officers, employees or agents of another entity. Indemnification is allowed in connection with threatened, pending, or completed actions, suits, or proceedings, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, brought against them by reason of the fact that they were or are directors, officers, employees, or agents, for expenses, judgments and fines, and amounts paid in settlement actually and reasonably incurred in any action, suit, or proceeding if: (i) he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that a person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful. Indemnification is also allowed in connection with any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with the defense or settlement of such action or suit if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that a corporation cannot indemnify them if they have been adjudged to be liable to the corporation unless the Court of Chancery or the court in which the action or suit was brought shall determine upon application that they are fairly and reasonably entitled to indemnity for such expenses. Section 145 of the DGCL also requires a Delaware corporation to indemnify a present or former officer or director against any expenses (including attorneys’ fees) actually and reasonably incurred by such person if he or she has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein.

Article VII of the Charter together with Article VI of the Bylaws provide for mandatory indemnification of each person who was or is made a party to or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative because:

Article VII of the Charter and Article VI of the Bylaws provide for the advancement of reasonable expenses (including, without limitation, attorneys’ fees) reasonably incurred by any indemnified person; provided, however, that the person to whom expenses are advanced shall deliver to the Registrant a written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under the Bylaws and a written undertaking to repay all amounts advanced if it is ultimately determined that such indemnified person is not entitled to be indemnified.

Article VII of the Charter and Article VI of the Bylaws expressly provide that they are not the exclusive methods of indemnification.

Section 145 of the DGCL provides that a Delaware corporation has the power to purchase and maintain insurance on behalf of its directors, officers, employees or agents against liabilities asserted against such person in his or her capacity or arising out of his or her status as a director, officer, employee or agent of the company. A Delaware corporation has this power whether or not the corporation has the power to indemnify such person against the liability under Section 145 of the DGCL.

Article VI of the Bylaws provides that the Registrant may purchase and maintain insurance, at its own expense, to protect itself and any director or officer of the Registrant or of another entity against any expense, liability or loss. This insurance coverage may be maintained regardless of whether the Registrant would have the power to indemnify the person against the expense, liability or loss under the Bylaws.

The Certificate of Amendment to the Charter contains a provision limiting the personal liability of a director or officer to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. However, that provision shall not eliminate or limit the liability of a director:

The forgoing statements are subject to the detailed provisions of Sections 145 and 102 of the DGCL, the Charter, the Certificate of Amendment, and the Bylaws.

The Registrant has entered into indemnification agreements with each of its executive officers and directors. These agreements require that the Registrant indemnify such individuals to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to the Registrant, and to advance certain expenses incurred as a result of any proceeding against them as to which they could be indemnified.

The Plan provides that the members of the compensation committee of the board of the Registrant (the “Compensation Committee”) and any officer or employee of the Registrant or any of its affiliates acting at the direction or on behalf of the Compensation Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Registrant with respect to any such action or determination.

Item 8. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, Texas on August 8, 2024.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below appoints William S. Moss III and Sergio L. Maiworm, Jr., and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement and any registration statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on August 8, 2024.

Exhibit 5.1

August 8, 2024

Talos Energy Inc.

333 Clay Street, Suite 3300

Houston, Texas 77002

Ladies and Gentlemen:

We have acted as counsel for Talos Energy Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an additional 4,180,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on August 8, 2024, which Shares may be issued from time to time in accordance with the terms of the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan (as amended from time to time, the “Plan”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete, and (vii) that the Shares will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, the Shares will be validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the General Corporation Law of the State of Delaware. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

				Talos Energy Inc. August 8, 2024 Page 2

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan of Talos Energy Inc. of our reports dated February 28, 2024, with respect to the consolidated financial statements and the financial statement schedule of Talos Energy Inc. and the effectiveness of internal control over financial reporting of Talos Energy Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

Houston, Texas

August 7, 2024

Exhibit 23.2

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan of Talos Energy Inc. of our report dated January 9, 2024, with respect to the statement of revenues and direct operating expenses of the oil and natural gas properties acquired by QuarterNorth Energy Inc. and Mako Buyer 2 LLC on August 27, 2021 from Fieldwood Energy Inc. and its debtor affiliates for the period from January 1, 2021 through August 26, 2021 appearing in the Current Report on Form 8-K of Talos Energy Inc., filed with the Securities and Exchange Commission on January 17, 2024.

Houston, Texas

August 7, 2024

Exhibit 23.3

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan of Talos Energy Inc. of our report dated March 31, 2022, with respect to the consolidated financial statements of QuarterNorth Energy Inc. as of December 31, 2021 and for the period from August 27, 2021 to December 31, 2021 appearing in the Current Report on Form 8-K of Talos Energy Inc., filed with the Securities and Exchange Commission on January 17, 2024.

Houston, Texas

August 7, 2024

Exhibit 23.4

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan of Talos Energy Inc. of our report dated March 31, 2023, with respect to the consolidated financial statements of QuarterNorth Energy Inc. as of and for the year ended December 31, 2022 appearing in the Current Report on Form 8-K of Talos Energy Inc., filed with the Securities and Exchange Commission on January 17, 2024.

Houston, Texas

August 7, 2024

Exhibit 23.5

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan of Talos Energy Inc. of our report dated April 18, 2024, with respect to the consolidated financial statements of QuarterNorth Energy Inc. as of and for the years ended December 31, 2023 and 2022 appearing in the Current Report on Form 8-K/A of Talos Energy Inc., filed with the Securities and Exchange Commission on May 3, 2024.

Houston, Texas

August 7, 2024

Exhibit 23.6

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan of our report dated February 23, 2024, containing information relating to Talos Energy Inc.’s estimated reserves as of December 31, 2023 included in Talos Energy Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 29, 2024 (File No. 001-38497).

Houston, Texas

August 8, 2024

Exhibit 23.7

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Amended and Restated Talos Energy Inc. 2021 Long Term Incentive Plan of (i) our reserves report relating to QuarterNorth Energy LLC, dated March 18, 2024, included as an exhibit to Talos Energy Inc.’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 3, 2024 (File No. 001-38497) and (ii) our reserves reports relating to QuarterNorth Energy Inc., dated January 15, 2024, included as exhibits to Talos Energy Inc.’s Current Report on Form 8-K of the Company, filed with the Securities and Exchange Commission on January 17, 2024 (File No. 001-38497).

Houston, Texas

August 8, 2024