Talos Energy (7T2) Risk Analysis

As of December 31, 2025, Control Empresarial de Capitales, S.A. de C.V. ("Control Empresarial"), an entity controlled by the family of Carlos Slim Helú (collectively, the "Slim Family") beneficially owned and possessed voting power of approximately 25.8% of our outstanding common stock. This ownership gives the Slim Family significant influence over matters requiring stockholder approval, including changes in capital structure, mergers or acquisitions, and corporate governance. Their interests may differ from those of other stockholders, and they may make decisions that are adverse to other stockholders' interests. This concentration of voting power could influence a sale of our company and may discourage third parties from seeking to acquire our common stock which could negatively impact the market price of our common stock. Although we and affiliates of the Slim Family have extended the standstill arrangement through December 16, 2026, the agreement does not restrict voting rights or other actions. See Part IV, Item 15. Exhibits and Financial Statement Schedules - Note 14 - Related Party Transactions for additional information on the cooperation agreement with Control Empresarial.

Subject to the limitations of applicable law, our charter permits directors and officers affiliated with principal stockholders to engage in activities that may compete with us and to pursue business opportunities without offering them to us. These provisions also allow transactions between us and entities in which our directors or officers have an interest. Specifically, our Second Amended and Restated Certificate of Incorporation: - permits us to enter into transactions with entities in which one or more of our officers or directors are financially or otherwise interested;- permits our officers or directors who are also officers, directors, employees, managing directors, or other affiliate of a Principal Stockholder (as defined in the Second Amended and Restated Certificate of Incorporation) to conduct business that competes with us and to make investments in any kind of property in which we may make investments; and - provides that if any of our officers or directors who is also an officer, director, employee, managing director or other affiliate of the Principal Stockholders becomes aware of a potential business opportunity, transaction or other matter (other than one expressly offered to that director or officer in writing solely in his or her capacity as an director or officer of us), that director or officer will have no duty to communicate or offer that opportunity to us, and will be permitted to communicate or offer that opportunity to any other entity or individual and that director or officer will not be deemed to have acted in a manner inconsistent with his or her fiduciary duty to us or our stockholders. Currently, none of our directors or officers are affiliated with a Principal Stockholder. However, these provisions create the possibility that business opportunities that might otherwise be available to us could be directed to other parties, which may limit our ability to pursue certain transactions and could adversely affect our growth prospects.

Our Second Amended and Restated Certificate of Incorporation provides that, unless we consent otherwise, certain claims, including derivative actions, fiduciary duty claims, and matters governed by Delaware law, must be brought in the Delaware Court of Chancery. It also designates U.S. federal district courts as the exclusive forum for Securities Act claims, subject to enforceability under Delaware law. These provisions do not apply to claims under the Exchange Act, which must be brought in federal court. These forum provisions may limit a stockholder's ability to bring a claim in a forum they find favorable and could discourage lawsuits. While the Delaware courts have determined that choice of forum provisions of this type are facially valid, uncertainty exists as to whether a court would enforce such provision. If a court determines these provisions are unenforceable, we could incur additional costs defending actions in multiple jurisdictions, which may adversely affect our business and financial condition.

Sales of a substantial number of shares, or even the expectation of a future sale, could reduce our stock price and make it harder for us to raise capital on favorable terms. If these shares are sold, or if investors believe they will be sold, our stock price could decline. We may also issue additional shares in the future to raise capital or fund acquisitions. Any such issuance could significantly increase the number of shares outstanding, dilute current stockholders' voting power, and negatively affect our stock price.