Kosmos Energy Ltd美股招股说明书(2026-03-10版)

Prospectus Supplement(To Prospectus dated June20, 2024) Kosmos Energy Ltd. We are offering $175,000,000 of shares of our common stock, par value $0.01 per share. Our common stock is listed on The New York Stock Exchange (“NYSE”) and The London StockExchange (“LSE”) under the symbol “KOS.” The last reported sale price of our common stock on the NYSEon March9, 2026 was $2.56 per share. We intend to use the net proceeds from this offering to repay $100,000,000 of outstanding borrowingsunder our Facility (as defined herein) and the remainder for repayment of additional outstanding debt. We have granted the underwriters a 30-day option to purchase up to an additional $26,250,000 ofshares of common stock from us, at the public offering price, less the underwriting discounts andcommissions. Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-7of this prospectussupplement and on page5of the accompanying prospectus. Neither the Securities and Exchange Commission, any state securities commission nor any otherregulatory body has approved or disapproved of these securities or determined if this prospectus supplementor the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Certain of our directors and officers have indicated an interest in purchasing approximately 3,000,000shares of our common stock in this offering at the public offering price. Because indications of interest arenot binding agreements or commitments to purchase, the underwriters may determine to sell more, less orno shares to such individuals in this offering. The underwriters will receive the same discount on any sharesof common stock purchased by such individuals as they will from any other shares of common stock sold tothe public in this offering. The underwriters expect to deliver the common stock to purchasers on or about, 2026. Joint Book-Running Managers Barclays Stifel , 2026 Neither we nor the underwriters have authorized anyone to provide any information other than thatcontained in this prospectus supplement or the accompanying prospectus or incorporated by reference intothis prospectus supplement or the accompanying prospectus or in any free writing prospectus prepared by oron behalf of us to which we have referred you. We and the underwriters take no responsibility for, and canprovide no assurance as to the reliability of, any other information that others may give you. Neither we northe underwriters are making an offer of these securities in any jurisdiction where the offer is not permitted.You should not assume that the information contained in this prospectus supplement or the accompanyingprospectus or incorporated by reference into this prospectus supplement or the accompanying prospectus isaccurate as of any date other than the date of such document, in each case regardless of the time of deliveryof this prospectus supplement or the accompanying prospectus or any such free writing prospectus or anysale of our common stock. Our business, financial condition, results of operations and prospects may havechanged since those dates. The terms “Kosmos,” “the Company,” “we,” “us” and “our” refer to KosmosEnergy Ltd. and our subsidiaries unless the context otherwise requires. TABLE OF CONTENTS Prospectus Supplement About This Prospectus Supplement and the Accompanying ProspectusS-iiiBasis of PresentationS-iiiNon-U.S. GAAP Financial MeasuresS-iiiCautionary Note Regarding Forward-Looking StatementsS-ivSummaryS-1The OfferingS-3Summary Historical Financial DataS-5Risk FactorsS-7Use of ProceedsS-9CapitalizationS-10Material U.S. Federal Income Tax Considerations for Non-U.S. Holders of Common StockS-12Certain Erisa ConsiderationsS-15Underwriting (Conflicts of Interest)S-18Legal MattersS-27Independent Registered Public Accounting FirmS-27Independent Reserve EngineersS-27Where You Can Find Additional Information and Incorporation of Certain Information by ReferenceS-27ProspectusKosmos Energy Ltd.1Where You Can Find More Information2Special Note on Forward-Looking Statements3Risk Factors5Description of Capital Stock6Description of Debt Securities11Description of Guarantees of Debt Securities11Description of Warrants11 Description of Purchase ContractsDescription of UnitsForms of SecuritiesPlan of DistributionValidity of SecuritiesExperts ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS This document consists of two parts. The first part is the prospectus supplement, which describes thespecific terms of this offering of common stock and also adds to and updates the information contained orincorporated by reference in the accompanying prospectus. The second part is the accompanying prospectus,which describes more general information regarding our securities, some of which does not apply to thisoffering. You should read both this prospectus supplement and the accompanying prospectus, including theadditional information described under