John B. Spath - Dec 1, 2023 Form 3 Insider Report for TALOS ENERGY INC. (TALO)

Role: Exhibit 24.1 - Power of Attorney Executive Vice President and Head of Operations
Signature: /s/ William S. Moss III, attorney-in-fact
Stock symbol: TALO
Transactions as of: Dec 1, 2023
Transactions value $: $0
Form type: 3
Date filed: 12/1/2023, 04:55 PM
Next filing: Mar 7, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TALO	Common Stock						59.7K	Dec 1, 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	TALO	Performance Share Unit							Dec 1, 2023	Common Stock	29.6K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes (i) 4,539 restricted stock units ("RSUs") granted on March 8, 2021, which vest on March 8, 2024, (ii) 9,677 RSUs granted on March 5, 2022, 4,838 of which vest on March 5, 2024 and 4,839 of which vest on March 5, 2025, (iii) 30,326 RSUs granted on March 5, 2022, which vest on March 5, 2024 and (iv) 15,109 RSUs granted March 24, 2023, of which 5,036 vest March 24, 2024, 5,036 vest on March 24, 2025 and 5,037 vest on March 24, 2026. Each RSU was issued pursuant to the Talos Energy Inc. 2021 Long Term Incentive Plan (the "LTIP") and represents a contingent right to receive one share of common stock, par value $0.01 per share of Talos Energy Inc. (a "Share") upon vesting. The RSUs were compensatory awards and were received for no cash consideration.
F2	Each performance share unit ("PSU") represents a contingent right to receive one Share. Between 0% and 200% of the target number of PSUs granted are eligible to vest based on continued employment and the Issuer's annualized absolute total shareholder return over the period from (i) January 1, 2022 through December 31, 2024 with respect to 14,514 PSUs and (ii) January 1, 2023 through December 31, 2025 with respect to 15,109 PSUs. The PSUs granted in clauses (i) and (ii) were issued to the reporting person pursuant to the LTIP prior to such reporting person becoming a Section 16 officer on each of March 5, 2022 and March 5, 2023, respectively.

Content

Includes (i) 4,539 restricted stock units ("RSUs") granted on March 8, 2021, which vest on March 8, 2024, (ii) 9,677 RSUs granted on March 5, 2022, 4,838 of which vest on March 5, 2024 and 4,839 of which vest on March 5, 2025, (iii) 30,326 RSUs granted on March 5, 2022, which vest on March 5, 2024 and (iv) 15,109 RSUs granted March 24, 2023, of which 5,036 vest March 24, 2024, 5,036 vest on March 24, 2025 and 5,037 vest on March 24, 2026. Each RSU was issued pursuant to the Talos Energy Inc. 2021 Long Term Incentive Plan (the "LTIP") and represents a contingent right to receive one share of common stock, par value $0.01 per share of Talos Energy Inc. (a "Share") upon vesting. The RSUs were compensatory awards and were received for no cash consideration.

Each performance share unit ("PSU") represents a contingent right to receive one Share. Between 0% and 200% of the target number of PSUs granted are eligible to vest based on continued employment and the Issuer's annualized absolute total shareholder return over the period from (i) January 1, 2022 through December 31, 2024 with respect to 14,514 PSUs and (ii) January 1, 2023 through December 31, 2025 with respect to 15,109 PSUs. The PSUs granted in clauses (i) and (ii) were issued to the reporting person pursuant to the LTIP prior to such reporting person becoming a Section 16 officer on each of March 5, 2022 and March 5, 2023, respectively.

Remarks:

Exhibit 24.1 - Power of Attorney Executive Vice President and Head of Operations