such common stock or securities have, or will have upon issuance, voting power equal to 20% or more of the voting power outstanding before the issuance of such stock or securities convertible into common stock; or

the number of shares of common stock to be issued is, or will be upon issuance, equal to 20% or more of the number of shares of common stock outstanding before the issuance of the common stock or securities convertible into common stock.

Proposal No. 1: A proposal (the “Share Issuance Proposal”) to approve, for purposes of complying with Section 312.03 of the NYSE Listed Company Manual, the potential issuance of shares of Talos Common Stock to the EnVen equityholders in connection with the Mergers pursuant to the terms of the Merger Agreement.

Proposal No. 2: To consider and vote upon each of the A&R Charter Proposals to approve and adopt an amendment and restatement of the Second Amended and Restated Certificate of Incorporation of Talos (the “A&R Charter”) (in substantially the form attached to this proxy statement/consent solicitation statement/prospectus as Annex G).

Proposal No. 2A: To declassify the Board of Directors of Talos (the “Talos Board”) from three classes to one class at the 2025 annual meeting of stockholders, with each Class I, Class II and Class III director being elected annually for a one-year term thereafter;

Proposal No. 2B: To provide that members of the Talos Board may be removed, with or without cause, by the affirmative vote of Talos stockholders holding at least a majority of the voting power of the outstanding shares of Talos Common Stock;

Proposal No. 2C: To provide that the Talos Amended and Restated Bylaws may be amended, altered or repealed by the affirmative vote of the holders of a majority of the voting power of Talos’s capital stock outstanding and entitled to vote thereon;

Proposal No. 2D: To clarify that, to the fullest extent permitted by and enforceable under applicable law, the exclusive forum for claims under the Securities Act of 1933, as amended (the “Securities Act”) shall be the federal district courts of the United States, and that such exclusive forum provision shall not apply to claims seeking to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

Proposal No. 2E: To make certain other administrative and clarifying changes to the A&R Charter that the Talos Board deems appropriate to effect the foregoing amendment proposals and the termination of the Stockholders’ Agreement as contemplated by the Talos Support Agreement.

Proposal No. 3: A proposal (the “A&R Bylaws Proposal”) to approve, on a non-binding, advisory basis, an amendment and restatement of the Amended and Restated Bylaws of Talos (the “A&R Bylaws”) (in substantially the form attached to this proxy statement/consent solicitation statement/prospectus as Annex H).

Proposal No. 4: A proposal (the “Adjournment Proposal”) to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the proposals.

Proposal No. 2A requires the affirmative vote of a majority of the shares of Talos Common Stock outstanding and entitled to vote thereon;

Proposal No. 2B requires the affirmative vote of 66 2/3% of the shares of Talos Common Stock outstanding and entitled to vote thereon;

Proposal No. 2C requires the affirmative vote of 66 2/3% of the shares of Talos Common Stock outstanding and entitled to vote thereon;

Proposal No. 2D requires the affirmative vote of a majority of the shares of Talos Common Stock present (in person and/or by proxy) at the Special Meeting and entitled to vote thereon; and

Proposal No. 2E requires the affirmative vote of a majority of the shares of Talos Common Stock present (in person and/or by proxy) at the Special Meeting and entitled to vote thereon.

 P. 133

Proposal No. 2: To consider and vote upon each of the following proposals (collectively, the “A&R Charter Proposals”) to approve and adopt an amendment and restatement of the Second Amended and Restated Certificate of Incorporation of Talos (the “A&R Charter”) (in substantially the form attached to this proxy statement/consent solicitation statement/prospectus as Annex G). The A&R Charter Proposals are unrelated to the Mergers. The approval of the A&R Charter Proposals is not a condition to the consummation of the Mergers or the approval of the Share Issuance Proposal, and the consummation of the Mergers and approval of the Share Issuance Proposal are not conditions to the approval of the A&R Charter Proposals.

•  Proposal No. 2A: To declassify the Board of Directors of Talos (the “Talos Board”) from three classes to one class at the 2025 annual meeting of stockholders, with each Class I, Class II and Class III director being elected annually for a one-year term thereafter;

•  Proposal No. 2B: To provide that members of the Talos Board may be removed, with or without cause, by the affirmative vote of Talos stockholders holding at least a majority of the voting power of the outstanding shares of Talos Common Stock;

•  Proposal No. 2C: To provide that the Talos Amended and Restated Bylaws may be amended, altered or repealed by the affirmative vote of the holders of a majority of the voting power of Talos’s capital stock outstanding and entitled to vote thereon;

•  Proposal No. 2D: To clarify that, to the fullest extent permitted by and enforceable under applicable law, the exclusive forum for claims under the Securities Act shall be the federal district courts of the United States, and that such exclusive forum provision shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act; and

•  Proposal No. 2E: To make certain other administrative and clarifying changes to the A&R Charter that the Talos Board deems appropriate to effect the foregoing amendment proposals and the termination of the Stockholders’ Agreement as contemplated by the Talos Support Agreement.

 P. 134

“A&R Bylaws” refer to the Second Amended and Restated Bylaws of Talos, the form of which is attached as Annex H to this proxy statement/consent solicitation statement/prospectus, subject to approval of the A&R Bylaws Proposal;

“A&R Bylaws Proposal” refer to the proposal for Talos stockholders to approve, on a non-binding, advisory basis, the amendment and restatement of the Existing Talos Bylaws;

“A&R Charter” refer to the Second Amended and Restated Certificate of Incorporation of Talos, the form of which is attached as Annex G to this proxy statement/consent solicitation statement/prospectus, to be filed with the Secretary of State of the State of Delaware by Talos, subject to approval of the A&R Charter Proposal;

“A&R Charter Proposals” refer to the proposal for Talos stockholders to approve the amendment and restatement of the Existing Talos Charter to: (i) declassify the Talos Board from three classes to one class at the 2025 annual meeting of stockholders, with each Class I, Class II and Class III director being elected annually for a one-year term thereafter, (ii) provide that members of the Talos Board may be removed, with or without cause, by the affirmative vote of Talos stockholders holding at least a majority of the voting power of the outstanding shares of Talos Common Stock, (iii) provide that the Existing Talos Bylaws may be amended, altered or repealed by the affirmative vote of the holders of a majority of the voting power of Talos’s capital stock outstanding and entitled to vote thereon, and

(iv) to make certain other administrative and clarifying changes to the A&R Charter that the Talos Board deems appropriate to effect the foregoing amendment proposals and the termination of the Stockholders’ Agreement as contemplated by the Talos Support Agreement;

“Adage” refer to Adage Capital Partners, L.P.;

“Adjournment Proposal” refer to the proposal for Talos stockholders to approve the adjournment of the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Share Issuance Proposal;

“Bain” refer to Bain Capital, LP;

“Bain Entities” refer to Bain, together with certain of its affiliated funds;

“Business Day” refer to a day, other than a Saturday or Sunday or public holiday in Houston, Texas, on which banks are open in Houston, Texas for general commercial business;

“Certificate of Designations” refer to the Amended and Restated Certificate of Designations of Series A Convertible Perpetual Preferred Stock of EnVen, as currently in effect;

“Confidentiality Agreement” refer to the letter agreement dated as of March 9, 2022, by and between EnVen and Talos;

“Closing” refer to the closing of the Mergers;

“Closing Date” refer to the date of the Effective Time;

“DGCL” refer to the General Corporation Law of the State of Delaware;

“Effective Time” refer to the effective time of the First Merger;

“EnVen” refer to EnVen Energy Corporation, a Delaware corporation;

“EnVen 2023 Second Lien Notes” refer to the 11.00% Senior Secured Second Lien Notes due 2023 of EnVen;

“EnVen Benefit Plan” refer to any benefit plan that is sponsored, maintained, contributed to or entered into by EnVen or any of its subsidiaries;

“EnVen Board” refer to the EnVen board of directors;

“EnVen capital stock” refer to the EnVen Common Stock, the Class B common stock of EnVen, par value $0.001 per share, and the EnVen Preferred Stock, collectively;

“EnVen Change in Recommendation” refer to a change, withdrawal, withholding, qualification or modification, or public proposal to change, withdraw, withhold, qualify or modify, the EnVen Board’s recommendation with respect to the Mergers;

“EnVen Common Stock” refer to the Class A common stock of EnVen, par value $0.001 per share;

“EnVen Conversion Proposal” refer to the proposal for holders of EnVen Preferred Stock to consent to the adoption and approval of the conversion of all outstanding shares of EnVen Preferred Stock into shares of EnVen Common Stock immediately prior to the Effective Time;

“EnVen Conversion Shares” refer to shares of EnVen Preferred Stock converting to shares of EnVen Common Stock pursuant to the Preferred Conversion;

“EnVen Converted Equity Award Shares” refer to the EnVen Converted PSU Shares, the EnVen Converted Option Shares and EnVen Converted RSU Shares (each as defined herein), collectively;

“EnVen Disclosure Schedule” refer to the disclosure schedule with respect to the Merger Agreement delivered by EnVen to Talos on the date of the Merger Agreement;

“EnVen equityholders” refer to the holders of EnVen Common Stock and EnVen Preferred Stock;

“EnVen GoM” refer to Energy Ventures GoM LLC, a Delaware limited liability company;

“EnVen Incentive Award Plan” refer to the EnVen Energy Corporation and Energy Ventures GoM LLC 2015 Incentive Award Plan, as amended;

“EnVen Merger Proposal” refer to the proposal for EnVen equityholders to consent to the adoption and approval of the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement;

“EnVen Options” refer to the outstanding options issued under the EnVen Incentive Award Plan to purchase shares of EnVen Common Stock;

“EnVen Preferred Stock” refer to the shares of preferred stock of EnVen, par value $0.001 per share, designated as “Series A Convertible Perpetual Preferred Stock”;

“EnVen PSUs” refer to the performance-based restricted stock units of EnVen issued pursuant to the EnVen Incentive Award Plan;

“EnVen Revolving Credit Facility” refer to the first lien senior secured revolving facility under that certain Amended and Restated Credit Agreement, dated as of December 30, 2016, by and among EnVen, Citibank, N.A., as the administrative agent and collateral agent, and the lenders and other entities party thereto, as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof;

“EnVen RRAs” refer to (a) the registration rights agreement, dated as of November 6, 2015, between EnVen and EnVen Equity Holdings LLC and the Extension and Amendment Agreement, dated as of December 22, 2016, by and among EnVen, FBR Capital Markets & Co., certain investment funds advised by Bain, certain investment funds advised by EIG Management Company, LLC and the additional stockholders party thereto and (b) the registration rights agreement, dated as of December 30, 2016, among EnVen, Adage, certain investment funds advised by Bain and the additional stockholders party thereto;

“EnVen RSUs” refer to the time-based restricted stock units of EnVen issued pursuant to the EnVen Incentive Award Plan;

“EnVen Second Lien Notes” refer to the 11.75% Senior Secured Second Lien Notes due 2026 of EnVen;

“EnVen Second Lien Notes Indenture” refer to the Indenture relating to the EnVen Second Lien Notes by and among Energy Ventures GoM LLC, EnVen Finance Corporation as co-issuers, the guarantors party thereto and Wilmington Trust, National Association as trustee and collateral agent, dated as of April 15, 2021;

“EnVen Support Agreements” refer to the several voting and support agreements entered into by and among Talos, EnVen and the applicable EnVen Supporting Stockholders party thereto, the form of which is attached as Annex D to this proxy statement/consent solicitation statement/prospectus;

“EnVen Supporting Stockholders” refer to certain EnVen equityholders party to the EnVen Support Agreements;

“Equityholders’ Representative” refer to BCC Enven Investments, L.P., a Delaware limited partnership, or any successor thereto;

“Exchange Act” refer to the Securities Exchange Act of 1934, as amended;

“Existing Talos Bylaws” refer to the Amended and Restated Bylaws of Talos, as in effect on the date of this proxy statement/consent solicitation statement/prospectus;

“Existing Talos Charter” refer to the Amended and Restated Certificate of Incorporation of Talos, as in effect on the date of this proxy statement/consent solicitation statement/prospectus;

“First Merger” refer to the merger, pursuant to the Merger Agreement, of Merger Sub Inc. with and into EnVen, with EnVen continuing as the First Surviving Corporation in the First Merger;

“First Surviving Corporation” refer to EnVen following the First Merger;

“GAAP” refer to the generally accepted accounting principles in the United States of America;

“Governance Proposals” refer to the A&R Charter Proposals and the A&R Bylaws Proposal, collectively;

“Intrepid” refer to Intrepid Partners, LLC, financial advisor to EnVen;

“IRS” refer to the Internal Revenue Service;

“J.P. Morgan” refer to J.P. Morgan Securities LLC, financial advisor to Talos;

“Merger Agreement” refer to the Agreement and Plan of Merger, dated as of September 21, 2022, by and between Talos, Talos Production, Merger Sub Inc., Merger Sub LLC, UnSub, the Equityholders’ Representative and EnVen, as it may be amended from time to time, a copy of which is attached as Annex A to this proxy statement/consent solicitation statement/prospectus;

“Mergers” refer to the First Merger, the Second Merger and the Third Merger, collectively;

“Merger Sub Inc.” refer to Tide Merger Sub I Inc., a Delaware corporation and a wholly owned, direct subsidiary of Talos;

“Merger Sub LLC” refer to Tide Merger Sub II LLC, a Delaware limited liability company and a wholly owned, direct subsidiary of Talos;

“NYSE” refer to The New York Stock Exchange;

“Preferred Conversion” refer to the automatic conversion of all outstanding shares of EnVen Preferred Stock into shares of EnVen Common Stock, in accordance with the Certificate of Designations;

“Registration Rights Agreement” refer to the Registration Rights Agreement, dated September 21, 2022, by and among Talos, Adage and affiliates of Bain;

“SEC” refer to the U.S. Securities and Exchange Commission;

“Second Effective Time” refer to the effective time of the Second Merger;

“Second Merger” refer to the merger, pursuant to the Merger Agreement and immediately following the First Merger, of the First Surviving Corporation with and into Merger Sub LLC, with Merger Sub LLC continuing as the Surviving Company;

“Securities Act” refer to the Securities Act of 1933, as amended;

“Share Issuance Proposal” refer to the proposal for the Talos stockholders to approve, for purposes of complying with NYSE Listing Manual Section 312.03, the potential issuance of shares of Talos Common Stock pursuant to the Merger Agreement;

“Special Meeting” refer to the special meeting of Talos stockholders to be held in connection with the proposed Mergers;

“Stockholders’ Agreement” refer to the Amended and Restated Stockholders’ Agreement, dated as of March 29, 2022, by and among Talos, Riverstone Talos Energy EquityCo LLC, Riverstone Talos Energy DebtCo LLC, Riverstone V FT Corp Holdings, L.P., ILX Holdings II, LLC and Riverstone V Castex 2014 Holdings, L.P.;

“Surviving Company” refer to Merger Sub LLC following the Second Merger;

“Talos,” “we,” “us,” “our,” or the “Company,” refer to Talos Energy Inc., a Delaware corporation;

“Talos Benefit Plan” refer to any benefit plan that is sponsored, maintained, contributed to or entered into by Talos or any of its subsidiaries;

“Talos Board” refer to the Talos board of directors;

“Talos Change in Recommendation” refer to a change, withdrawal, withholding, qualification or modification, or public proposal to change, withdraw, withhold, qualify or modify, the Talos Board’s recommendation with respect to the Mergers;

“Talos Common Stock” refer to the common stock of Talos, par value $0.01 per share;

“Talos Disclosure Schedule” refer to the disclosure schedule with respect to the Merger Agreement delivered by Talos to EnVen on the date of the Merger Agreement;

“Talos Production” refer to Talos Production Inc., a Delaware corporation;

“Talos Revolving Credit Facility” refer to the senior secured revolving facility under that certain Credit Agreement, dated as of May 10, 2018, by and among Talos Production LLC, as borrower, Talos, as holdings, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein;

“Talos Second Lien Notes” refer to the 12.00% Second-Priority Senior Secured Notes due 2026 issued pursuant to the Talos Second Lien Notes Indenture;

“Talos Second Lien Notes Indenture” refer to the Indenture relating to the Talos Second Lien Notes by and among Talos Production, the guarantors party thereto and Wilmington Trust, National Association as trustee and collateral agent, dated as of January 4, 2021, as supplemented by that certain First Supplemental Indenture, dated as of January 14, 2021;

“Talos stockholders” refer to the holders of Talos Common Stock;

“Talos Support Agreement” refer to the support agreement, dated as of September 21, 2022, by and among Talos, EnVen and entities affiliated with Riverstone, attached as Annex D to this proxy statement/consent solicitation statement/prospectus;

“Talos Supporting Stockholders” refer to certain Talos stockholders, affiliated with Riverstone, which are party to the Talos Support Agreement;

“Third Effective Time” refer to the effective time of the Third Merger;

“Third Merger” refer to the merger, pursuant to the Merger Agreement and immediately following the Second Merger, of the Surviving Company with and into Talos Production or UnSub, as the case may be;

“UnSub” refer to Tide Merger Sub III LLC, a Delaware limited liability company and wholly owned subsidiary of Talos Production; and

“WARN” refer to the Worker Adjustment and Retraining Notification Act and any comparable state or local law.

Additionally, this proxy statement/consent solicitation statement/prospectus includes abbreviations and certain terms commonly used in the oil and natural gas industry. Please see Annex J for a Glossary of Oil and Natural Gas Terms.

Talos Energy Inc.

Three Allen Center

333 Clay Street, Suite 3300

Houston, Texas 77002

Attention: Investor Relations

Telephone: (713) 328-3000

EnVen Energy Corporation

609 Main Street, Suite 3200

Houston, Texas 77002

Attention: Investor Relations

Telephone: (713) 335-7008

QUESTIONS AND ANSWERS

QUESTIONS AND ANSWERS ABOUT THE MERGERS

QUESTIONS AND ANSWERS ABOUT THE TALOS SPECIAL MEETING

QUESTIONS AND ANSWERS ABOUT THE ENVEN CONSENT SOLICITATION

SUMMARY

The Parties to the Mergers

The Mergers and the Merger Agreement

Merger Consideration

Treatment of EnVen Equity-Based Awards

Treatment of Indebtedness

The Special Meeting

Recommendation of the Talos Board and its Reasons for the Mergers

Interests of Talos’s Directors and Executive Officers in the Mergers

Talos Support Agreement

EnVen’s Solicitation of Written Consents

Recommendation of the EnVen Board and its Reasons for the Mergers

Interests of EnVen’s Directors and Executive Officers in the Mergers

EnVen Support Agreements

Certain Beneficial Owners of EnVen Capital Stock

Registration Rights Agreement

Certain Beneficial Owners of Talos Common Stock

Board of Directors and Executive Officers of Talos After Completion of the Mergers

Conditions to the Completion of the Mergers

No Solicitation of Acquisition Proposals by EnVen

No Solicitation of Acquisition Proposals by Talos

No Change of Recommendation by EnVen

No Change of Recommendation by Talos

Termination of the Merger Agreement

Termination Payments

Opinion of EnVen’s Financial Advisor

Opinion of Talos’s Financial Advisor

Accounting Treatment

Material U.S. Federal Income Tax Consequences of the Mergers

Comparison of Stockholders’ Rights

Listing of Talos Common Stock

Regulatory Matters

Appraisal Rights

A&R Charter

A&R Bylaws

Risk Factors

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA OF ENVEN

SUMMARY UNAUDITED PRO FORMA FINANCIAL INFORMATION

SUMMARY UNAUDITED PRO FORMA COMBINED OIL, NATURAL GAS AND NGL RESERVE INFORMATION AND PRODUCTION DATA

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE INFORMATION

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Talos Market Price and Dividend Information

EnVen Market Price and Dividend Information

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

RISK FACTORS

Risks Relating to the Mergers

Risks Relating to Talos and EnVen

Risks Relating to Talos’s Business

Risks Relating to EnVen’s Business

THE PARTIES TO THE MERGERS

Talos Energy Inc.

EnVen Energy Corporation

THE MERGERS

Transaction Structure

Consideration to EnVen Equityholders

Background of the Mergers

Recommendation of the Talos Board and its Reasons for the Mergers

Opinion of Talos’s Financial Advisor

Recommendation of the EnVen Board and its Reasons for the Mergers

Opinion of EnVen’s Financial Advisor

Certain Unaudited Forecasted Financial Information

Headquarters

Treatment of Indebtedness

Interests of EnVen’s Directors and Executive Officers in the Mergers

Indemnification; Directors’ and Officers’ Insurance

Interests of Talos’s Directors and Executive Officers in the Mergers

Indemnification and Insurance

Listing of Talos Common Stock

Accounting Treatment of the Mergers

Regulatory Matters

Appraisal Rights

THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

Structure of the Mergers

Merger Consideration; Effect of the Transaction on Capital Stock

Treatment of EnVen Equity-Based Awards

Treatment of EnVen Preferred Stock

Completion and Effectiveness of the Mergers

Dissenters’ Rights

Exchange of Shares

Withholding Rights

No Fractional Shares

Board of Directors and Executive Officers of Talos After Completion of the Mergers

Representations and Warranties

Covenants

No Solicitation of Acquisition Proposals

No Change of Recommendation

Special Meeting; Solicitation of EnVen Equityholder Approval

Further Assurances; Regulatory Approvals

Conduct

Directors’ and Officers’ Insurance and Indemnification

Stockholder Litigation

Treatment of EnVen Revolving Credit Facility

Treatment of Talos Second Lien Notes Indenture

Transaction Expenses

Employee Matters

Certain Tax Matters

Certain Additional Covenants and Agreements

Conditions to the Completion of the Mergers

Termination of the Merger Agreement

Termination Payments

Release

Amendment; Waiver

Equityholders’ Representative

Enforcement

EnVen Support Agreements

Talos Support Agreement

Registration Rights Agreement

TALOS SPECIAL MEETING

General

Attending the Special Meeting

Purpose of the Special Meeting

Recommendation of the Talos Board

Voting at the Special Meeting

Quorum Requirement for the Special Meeting

Votes Required

Abstentions and Broker Non-Votes

Failure to Vote

Voting by Talos’s Directors and Executive Officers

Revocation of Proxy

Proxy Solicitation

Appraisal Rights

Householding of Special Meeting Materials

Questions

TALOS PROPOSAL 1—THE SHARE ISSUANCE PROPOSAL

Overview

Why the Company Needs Shareholder Approval

Required Vote of Stockholders

TALOS PROPOSAL 2—THE A&R CHARTER PROPOSALS

Overview

Reasons for the Amendments

Effects of the A&R Charter Proposals on Talos Stockholders

Required Vote of Shareholders

TALOS PROPOSAL 3—THE A&R BYLAWS PROPOSAL

Overview

Required Vote of Stockholders

TALOS PROPOSAL 4—THE ADJOURNMENT PROPOSAL

Overview

Required Vote of Stockholders

ENVEN CONSENT SOLICITATION

Consents

Shares Entitled to Consent and Consent Required

EnVen Support Agreements

Submission of Consents

Executing Consents; Revocation of Consents

Solicitation of Consents; Expenses

Recommendation of the EnVen Board of Directors

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS

U.S. Holders

Non-U.S. Holders

FATCA

Reporting Requirements

FIRPTA Withholding

Backup Withholding and Information Reporting

DESCRIPTION OF TALOS CAPITAL STOCK

Authorized Capital Stock

Common Stock

Preferred Stock

Exclusive Venue

Anti-Takeover Effects of Provisions of our Governing Documents

COMPARISON OF STOCKHOLDERS’ RIGHTS

INFORMATION ABOUT TALOS

CERTAIN BENEFICIAL OWNERS OF TALOS COMMON STOCK

INFORMATION ABOUT ENVEN

Overview of EnVen’s Business

EnVen’s Assets and Reserves

EnVen’s Oil and Natural Gas Properties

Oil, Natural Gas and NGL Reserves

Oil, Natural Gas and NGL Prices and Production

Marketing and Customers

Competition

Seasonal Nature of Business

Regulation of the Oil & Natural Gas Industry

Operational Hazards and Insurance

Employees

Legal Proceedings

Additional Company Information

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ENVEN

Overview

Business Environment

Factors Affecting Comparability

Known Trends and Uncertainties

Capital Program Update

Sources of EnVen’s Revenues

Principal Components of EnVen’s Cost Structure

Results of Operations for the Years Ended December  31, 2021, 2020 and 2019

Year Ended December 31, 2021 Compared to Year Ended December  31, 2020

Year Ended December 31, 2020 Compared to Year Ended December  31, 2019

Results of Operations for the Three and Nine Months Ended September 30, 2022 and 2021

Three Months Ended September  30, 2022 Compared to Three Months Ended September 30, 2021

Nine Months Ended September  30, 2022 Compared to Nine Months Ended September 30, 2021

Liquidity and Capital Resources

Related Party Transactions

Recently Adopted Accounting Standards

Critical Accounting Policies and Estimates

Quantitative and Qualitative Disclosures About Market Risk

Talos

EnVen

Talos

Talos SEC Filings

INDEX TO FINANCIAL STATEMENTS OF ENVEN

ANNEX A  MERGER AGREEMENT

ANNEX B  OPINION OF ENVEN’S FINANCIAL ADVISOR

ANNEX C  OPINION OF TALOS’S FINANCIAL ADVISOR

ANNEX D  FORM OF ENVEN SUPPORT AGREEMENT

ANNEX E  TALOS SUPPORT AGREEMENT

ANNEX F  REGISTRATION RIGHTS AGREEMENT

ANNEX G  FORM OF A&R CHARTER

ANNEX H  FORM OF A&R BYLAWS

ANNEX I   FORM OF ENVEN LETTER OF TRANSMITTAL

ANNEX J   GLOSSARY OF CERTAIN OIL  & NATURAL GAS TERMS

ANNEX K  DELAWARE GENERAL CORPORATION LAW SECTION 262

ANNEX L   FORM OF PROXY CARD FOR THE SPECIAL MEETING OF TALOS ENERGY INC.

ANNEX M   FORM OF CONSENT SOLICITATION CARD FOR STOCKHOLDERS OF ENVEN ENERGY CORPORATION

Why am I receiving this proxy statement/consent solicitation statement/prospectus?

This proxy statement/consent solicitation statement/prospectus serves as (i) a proxy statement of Talos through which the Talos Board is soliciting proxies using this proxy statement/consent solicitation statement/prospectus from its stockholders, (ii) a consent solicitation statement of EnVen through which the EnVen Board is soliciting written consents using this proxy statement/consent solicitation statement/prospectus from its equityholders and (iii) a prospectus pursuant to which Talos will issue shares of Talos Common Stock as consideration in the Mergers.

What will happen in the Mergers?

At the Effective Time, Merger Sub Inc. will merge with and into EnVen in the First Merger, with EnVen continuing as the First Surviving Corporation in the First Merger. Immediately following the First Merger, the First Surviving Corporation, will merge with and into Merger Sub LLC in the Second Merger, with Merger Sub LLC continuing as the Surviving Company in the Second Merger. In connection therewith, Talos initiated a notes consent solicitation on October 21, 2022 to obtain the requisite holders’ consent to certain amendments to the Talos Second Lien Notes Indenture to permit the incurrence of indebtedness in respect of the EnVen Second Lien Notes (the “Notes Consent Solicitation”). The Notes Consent Solicitation expired on October 27, 2022, with consents received from holders of 95.8% of the aggregate principal amount of the Talos Second Lien Notes outstanding. Talos will pay consideration equal to $5.00 per $1,000 in principal amount of the Talos Second Lien Notes held by each consenting holder (the “Consent Fee”). The payment of the Consent Fee is conditioned upon satisfaction or waiver of certain conditions to the Notes Consent Solicitation, including the occurrence of the Second Merger. The Consent Fee is expected to equal approximately $3.1 million, in the aggregate, and will be paid substantially concurrently with the Closing.

What is EnVen and what are EnVen’s assets?

EnVen, whose legal name is EnVen Energy Corporation, is an independent oil and natural gas company engaged in the development, exploitation, exploration and acquisition of primarily crude oil properties in the deepwater region of the United States Gulf of Mexico.

Why did the Talos Board approve the Mergers?

The Mergers are well-aligned with Talos’s strategy focused on value creation through the acquisition and development of conventional resources in close proximity to under-utilized infrastructure applying Talos’s vast seismic inventory and advanced reprocessing. EnVen’s assets add material scale and diversity to Talos’s footprint. For additional information, please see the section titled “The Mergers—Recommendation of the Talos Board and its Reasons for the Mergers.”

Why did the EnVen Board approve the Mergers?

EnVen had explored a variety of strategic alternatives and the EnVen Board had conducted a strategic alternatives review, which included soliciting interest from multiple potential buyers. This strategic alternatives review included analysis of a potential strategic transaction with a number of parties identified by EnVen and its financial advisors, and, following discussions with its financial advisors, the EnVen Board concluded that the transaction with Talos offered the greatest potential for EnVen to engage in a strategic transaction at that time. In particular, the EnVen Board considered that the Mergers were likely to provide for a more time- and cost-effective means to capital with a higher likelihood of completion, greater valuation certainty and greater ability to achieve EnVen’s development and growth potential. For additional information, please see the section titled “The Mergers—Recommendation of the EnVen Board and its Reasons for the Mergers.”

What will EnVen equityholders receive if the Mergers are completed?

If the Mergers are completed, EnVen equityholders holding eligible shares of EnVen Common Stock outstanding at the Effective Time will be eligible to receive:

Who will own Talos immediately following the Mergers?

Talos and EnVen estimate that upon the completion of the Mergers, current Talos stockholders, collectively, will own approximately 66% of the outstanding shares of Talos Common Stock, and current EnVen equityholders, collectively, will own approximately 34% of the outstanding Talos Common Stock.

Will EnVen equity-based awards be affected by the Mergers?

Upon the completion of the Mergers, outstanding EnVen equity-based awards will be affected as described below.

What will the composition of the board of directors and management of Talos be following completion of the Mergers?

In connection with the consummation of the Mergers, Riverstone Holdings LLC (“Riverstone”) will agree to, among other things, (i) terminate that certain Amended and Restated Stockholders’ Agreement, dated as of March 29, 2022, by and among Talos, Riverstone Talos Energy EquityCo LLC, Riverstone Talos Energy DebtCo LLC, Riverstone V FT Corp Holdings, L.P., ILX Holdings II, LLC and Riverstone V Castex 2014 Holdings, L.P. (the “Stockholders’ Agreement”), and (ii) cause Mr. Robert Tichio to resign from the Talos Board, in each case, no later than immediately prior to the Effective Time.

Class I Director—Charles M. Sledge

Class II Directors—Timothy S. Duncan, John “Brad” Juneau, Donald R. Kendall Jr., Shandell Szabo and Richard Sherrill

Class III Directors—Neal P. Goldman and Paula R. Glover

At the 2023 annual meeting of stockholders, each Class II director will be elected for a two-year term, ending at the 2025 annual meeting of stockholders; and

At the 2024 annual meeting of stockholders, each Class III director will be elected for a one-year team, ending at the 2025 annual meeting of stockholders.

What happens if the Mergers are not completed?

If the EnVen equityholders do not approve the Merger Agreement or the Talos stockholders do not approve the Share Issuance Proposal, or if the Mergers are not completed for any other reason, EnVen equityholders will not receive any merger consideration for their shares of EnVen Common Stock in connection with the Mergers. Instead, Talos and EnVen will each remain independent companies, and Talos Common Stock will continue to be listed and traded on the NYSE under the ticker symbol “TALO.” If the Merger Agreement is terminated under certain specified circumstances, Talos may be required to make a termination payment to EnVen of $42.5 million (or $12.0 million in certain circumstances), and EnVen may be required to make a termination payment to Talos of $28 million. Please see “The Merger Agreement—Termination Payments” for a more detailed discussion of the termination payments.

When are the Mergers expected to be completed?

Subject to the satisfaction or waiver of the Closing conditions described under “The Merger Agreement—Conditions to the Completion of the Mergers,” the Mergers are expected to close by early 2023. However, neither Talos nor EnVen can predict the actual date on which the Mergers will be completed, or if the Mergers will be completed at all, because completion of the Mergers are subject to conditions and factors outside the control of both companies. Talos and EnVen hope to complete the Mergers as soon as reasonably practicable.

What are the conditions to completion of the Mergers?

The Mergers are subject to a number of conditions to Closing as specified in the Merger Agreement. These Closing conditions include, among others, (i) the approval of the EnVen Merger Proposal and the EnVen Conversion Proposal by the EnVen equityholders; (ii) the approval of the Share Issuance Proposal by the Talos stockholders; (iii) that no provision of any applicable law and no order (preliminary or otherwise) is in effect that prohibits the consummation of the Mergers; (iv) that any waiting period (and any extension of such period) under the Hart Scott Rodino Act (the “HSR Act”) applicable to the transactions contemplated by the Merger Agreement has expired or been terminated; (v) this proxy statement/consent solicitation statement/prospectus is effective under the Securities Act and no stop order suspending the use of this proxy statement/consent solicitation statement/prospectus has been issued by the SEC, nor have proceedings seeking a stop order been initiated or, to the knowledge of EnVen or Talos, as the case may be, been threatened by the SEC; (vi) Talos has filed with the NYSE a subsequent listing application with respect to the shares of Talos Common Stock being issued pursuant to the Merger Agreement and such shares of Talos Common Stock have been approved and authorized for listing on the NYSE; and (vii) the receipt by EnVen of an opinion from Davis Polk & Wardwell LLP (“Davis Polk”) (or, if Davis Polk is unable or unwilling to deliver such opinion, any other nationally recognized law firm reasonably acceptable to EnVen), dated as of the Closing Date, to the effect that, on the basis of facts, representations, assumptions and exclusions set forth or referred to in such opinion, the First Merger and the Second Merger, taken together as an integrated transaction, more likely than not qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. For additional information, please see “The Merger Agreement—Conditions to the Completion of the Mergers.”

What are Talos stockholders being asked to vote on?

Talos is holding a Special meeting of its stockholders to vote on the approval of the potential issuance of shares of Talos Common Stock in connection with the Mergers (the “Share Issuance Proposal”), pursuant to NYSE Listing Manual Section 312.03. For more information, please see the section entitled “Talos Proposal 1—The Share Issuance Proposal.”

Are any of the Talos Proposals conditioned on one another?

The approval of the Share Issuance Proposal is not conditioned on the approval of the Governance Proposals. Approval of the Adjournment Proposal is not conditioned on, or a condition to, any other Talos Proposal. Several of the A&R Charter Proposals are, however, conditioned on the approval of other proposals:

Proposal No. 2B is conditioned upon the approval of Proposal No. 2A; and

Proposal No. 2E is conditioned upon the approval of each of the Share Issuance Proposal and Proposal Nos. 2A-2D.

Why are Talos stockholders being asked to vote on the Share Issuance Proposal?

Talos Common Stock is listed for trading on the NYSE, which requires us to abide by the listing rules established by the NYSE. Under Section 312.03 of the NYSE Listed Company Manual, stockholder approval is required prior to the issuance of shares of common stock, or of securities convertible into common stock, if:

such common stock or securities have, or will have upon issuance, voting power equal to 20% or more of the voting power outstanding before the issuance of such stock or securities convertible into common stock; or

the number of shares of common stock to be issued is, or will be upon issuance, equal to 20% or more of the number of shares of common stock outstanding before the issuance of the common stock or securities convertible into common stock.

How important is my vote as a Talos stockholder?

Your vote at the Special Meeting is very important, and you are encouraged to submit a proxy as soon as possible. The Mergers between Talos and EnVen cannot be completed without the approval of the Share Issuance Proposal by the Talos stockholders.

What constitutes a quorum, and what vote is required to approve each proposal at the Special Meeting?

A quorum of Talos’s stockholders is necessary to hold a valid meeting. The presence, in person or by proxy, of a majority in voting power of the outstanding shares entitled to vote at the Special Meeting constitutes a quorum. Both abstentions (i.e., if you or your broker mark “ABSTAIN” on a proxy or voting instruction form, or if a stockholder of record attends the Special Meeting, but does not vote (either before or during the Special Meeting)) and broker non-votes will be considered to be shares present at the Special Meeting for purposes of establishing a quorum.

Proposal No. 2A: To declassify the Talos Board from three classes to one class at the 2025 annual meeting of stockholders, with each Class I, Class II and Class III director being elected annually for a one-year term thereafter—requires the affirmative vote of a majority of the shares of Talos Common Stock outstanding and entitled to vote thereon;

Proposal No. 2B: To provide that members of the Talos Board may be removed, with or without cause, by the affirmative vote of Talos stockholders holding at least a majority of the voting power of the outstanding shares of Talos Common Stock—requires the affirmative vote of 66 2/3% of the shares of Talos Common Stock outstanding and entitled to vote thereon;

Proposal No. 2C: To provide that the Existing Talos Bylaws may be amended, altered or repealed by the affirmative vote of the holders of a majority of the voting power of Talos’s capital stock outstanding and entitled to vote thereon—requires the affirmative vote of 66 2/3% of the shares of Talos Common Stock outstanding and entitled to vote thereon;

Proposal No. 2D: To clarify that, to the fullest extent permitted by and enforceable under applicable law, the exclusive forum for claims under the Securities Act shall be the federal district courts of the United States, and that such exclusive forum provision shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act—requires the affirmative vote of a majority of the shares of Talos Common Stock present (in person and/or by proxy) at the Special Meeting and entitled to vote thereon; and

Proposal No. 2E: To make certain other administrative and clarifying changes to the A&R Charter that the Talos Board deems appropriate to effect the foregoing amendment proposals and the termination of the Stockholders’ Agreement as contemplated by the Talos Support Agreement—requires the affirmative vote of a majority of the shares of Talos Common Stock present (in person and/or by proxy) at the Special Meeting and entitled to vote thereon.

How do I vote my shares of Talos Common Stock?

If you were a holder of record of Talos Common Stock on December 23, 2022, the record date for the Special Meeting (the “Talos record date”), you may submit your proxy before the Special Meeting in one of the following ways:

Telephone-use the toll-free number shown on your proxy card;

Internet-visit the website shown on your proxy card to vote via the Internet; or

Mail-complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

Are there any stockholders who have already committed to voting in favor of any of the Talos Proposals at the Special Meeting?

Yes. Certain entities affiliated with Riverstone that collectively hold approximately 15% of the outstanding voting power of Talos Common Stock, entered into a support agreement with Talos and EnVen (the “Talos Support Agreement”) (a copy of which is attached as Annex E to the accompanying proxy statement/consent solicitation statement/prospectus) pursuant to which they agreed, among other things, to vote all shares of Talos Common Stock beneficially owned by them (i) in favor of the Share Issuance Proposal, (ii) in favor of the amendment and/or restatement of Talos’s organizational documents as necessary or appropriate to reflect the termination of the Stockholders’ Agreement, (iii) in favor of any other proposals necessary or appropriate in connection with the Mergers and (iv) against, among other things, (A) any Acquisition Proposal (as defined in the Merger Agreement) with respect to Talos and (B) any other proposal that could reasonably be expected to materially impede or delay the First Merger or result in a breach of any representation or covenant of Talos under the Merger Agreement. For more information, please see “The Merger Agreement—Talos Support Agreement.”

How does the Talos Board recommend that I vote at the Special Meeting?

The Talos Board makes the following recommendations with respect to each Talos Proposal:

“FOR” the Share Issuance Proposal;

“FOR” each of the A&R Charter Proposals;

“FOR” the A&R Bylaws Proposal; and

“FOR” the Adjournment Proposal.

Who is entitled to vote at the Special Meeting?

The Talos record date is December 23, 2022. Only holders of record of shares of Talos Common Stock at the close of business on December 23, 2022 will be entitled to vote at the Special Meeting. Holders of Talos Common Stock are entitled to one vote per share of Talos Common Stock on all matters to be presented at the Special Meeting. All shares represented by properly executed and delivered proxies will be voted at the Special Meeting. Please see “Talos Special Meeting—Voting at the Special Meeting” for instructions on how to vote your shares in connection with the Special Meeting.

What is a proxy?

A stockholder’s legal designation of another person to vote shares of such stockholder’s common stock at a special or annual meeting is referred to as a proxy. The document used to designate a proxy to vote your shares of common stock is called a proxy card.

How many votes do I have for the Special Meeting?

Each Talos stockholder is entitled to one vote for each share of Talos Common Stock held of record as of the close of business on the Talos record date for each Talos Proposal. As of the close of business on the Talos record date, there were 82,570,328 outstanding shares of Talos Common Stock.

What will happen to my shares of Talos Common Stock?

You will continue to own the same shares of Talos Common Stock that you owned prior to the Effective Time. As a result of the Share Issuance Proposal, however, the overall ownership percentage of current Talos stockholders following the Mergers will be diluted. In addition, if the Governance Proposals are approved, Talos will amend and restate the Existing Talos Charter by filing the A&R Charter with the Secretary of State of the State of Delaware as soon as practicable after the approval. Additionally, the Talos Board will approve and adopt the A&R Bylaws as soon as practicable after the Special Meeting.

Will Talos continue to have securities listed on the NYSE?

Yes. Talos Common Stock will continue to be listed under the symbol “TALO” on the NYSE.

If I am not going to attend the Special Meeting, should I submit my proxy card or voting instruction card instead?

Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided, or by returning the voting instruction card to your bank, broker or other nominee.

What is the difference between a stockholder of record and a stockholder who holds Talos Common Stock in street name?

Stockholders of Record. If your shares of Talos Common Stock are registered in your name with Talos’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are a stockholder of record with respect to those shares and the proxy materials were sent directly to you.

If my shares of Talos Common Stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?

Under the rules of the NYSE, your bank, broker or other nominee will only be permitted to vote your shares of Talos Common Stock with respect to “non-routine” matters if you instruct your bank, broker or other

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

If a Talos stockholder gives a proxy, how are the shares of Talos Common Stock voted?

Regardless of the method that you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Talos Common Stock, as applicable, in the way that you indicate. When completing the proxy card or the Internet or telephone processes, you may specify whether your shares of Talos Common Stock should be voted for or against, or abstain from voting on, all, some or none of the specific items of business to come before the Special Meeting.

How will my shares of Talos Common Stock be voted if I return a blank proxy?

If you sign, date and return your proxy card and do not indicate how you want your shares of Talos Common Stock to be voted, then your shares of Talos Common Stock will be voted “FOR” the Share Issuance Proposal, “FOR” each of the A&R Charter Proposals, “FOR” the A&R Bylaws Proposal and “FOR” the Adjournment Proposal.

May I change my vote after I have submitted my executed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to Talos’s secretary at the address listed below so that it is received by Talos’s secretary prior to the Special Meeting, or by attending

If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

Where can I find the voting results of the Special Meeting?

The preliminary voting results for the Special Meeting will be announced at the Special Meeting. In addition, within four Business Days of the Special Meeting, Talos intends to file the final voting results of the Special Meeting with the SEC on a Current Report on Form 8-K.

Do Talos stockholders have appraisal rights or dissenters’ rights?

No. No dissenters’ or appraisal rights will be available to Talos stockholders with respect to the Mergers, the Share Issuance Proposal or any of the other transactions contemplated by the Merger Agreement.

As a Talos stockholder, are there any risks that I should consider in deciding whether to vote for the approval of the Share Issuance Proposal?

Yes. You should read and carefully consider the risk factors set forth in the section entitled, “Risk Factors.” You also should read and carefully consider the risk factors of Talos contained in its reports that are incorporated by reference or attached to this proxy statement/consent solicitation statement/prospectus, as applicable.

Do any of the officers or directors of Talos have interests in the Mergers that may differ from or be in addition to my interests as a Talos stockholder?

Other than continuing roles as executive officers of Talos after the Effective Time as described in further detail below under the heading “The Merger Agreement—Board of Directors and Executive Officers of Talos After Completion of the Mergers,” the Talos executive officers do not have any interests in the Mergers that may be different from, or in addition to, the interests of Talos stockholders generally. Other than continuing membership on the Talos Board (with the exception of Mr. Tichio, who will resign from the Talos Board at the Closing), after the Effective Time as described in further detail below under the heading “The Merger Agreement—Board of Directors and Executive Officers of Talos After Completion of the Mergers,” the members of the Talos Board do not have any interests in the Mergers that may be different from, or in addition to, the interests of Talos stockholders generally. See “The Mergers—Interests of Talos’s Directors and Executive Officers in the Mergers.”

What happens if I sell my shares of Talos Common Stock after the Talos record date but before the Special Meeting?

The Talos record date is earlier than the date of the Special Meeting. If you transfer your shares of Talos Common Stock after the Talos record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting.

Who will solicit and pay the cost of soliciting proxies in connection with the Special Meeting?

The Talos Board is soliciting your proxy in connection with the Special Meeting, and Talos will bear the cost of soliciting such proxies, including the costs of printing and mailing this proxy statement/consent solicitation statement/prospectus. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through banks, brokers and other nominees to the beneficial owners of shares of Talos Common Stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by certain of Talos’s directors, officers and employees, without additional compensation.

also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Talos Common Stock. Talos’s directors, officers and employees may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

What should I do now?

You should read this proxy statement/consent solicitation statement/prospectus carefully and in its entirety, including the annexes and any documents incorporated by reference, and return your completed, signed and dated proxy card by mail in the enclosed postage-paid envelope, or you may submit your voting instructions by telephone or over the Internet as soon as possible so that your shares will be voted in accordance with your instructions.

Whom do I call if I have questions about the Special Meeting or the Mergers?

If you are a Talos stockholder and have questions about the Special Meeting or the Mergers, or desire additional copies of this proxy statement/consent solicitation statement/prospectus or additional proxy cards, you may contact:

Who is entitled to deliver an executed written consent for EnVen?

The EnVen Board has set December 23, 2022 as the record date (the “EnVen record date”) for determining the EnVen equityholders entitled to execute and deliver written consents with respect to this consent solicitation. Holders of outstanding shares of EnVen capital stock as of the close of business on the EnVen record date will be entitled to give a consent using the form of written consent furnished with this proxy statement/consent solicitation statement/prospectus. As of the EnVen record date, there were approximately 21,551,777 shares of EnVen Common Stock outstanding and 14,949,771 shares of EnVen Preferred Stock outstanding.

What approval is required by EnVen equityholders to approve the Merger Agreement?

The Mergers cannot be completed unless the EnVen equityholders execute and return written consents to approve the EnVen Merger Proposal and the EnVen Conversion Proposal. Approval of the EnVen Merger Proposal requires the consent of (i) the holders of a majority of the outstanding shares of EnVen Common Stock and EnVen Preferred Stock (on an as-converted basis) voting together as a single class and (ii) the holders of 60% of the outstanding shares of EnVen Preferred Stock, voting as a separate class. In addition, the affirmative written approval of Bain, together with certain of its affiliated funds (collectively, the “Bain Entities”), of the Merger Agreement and the transactions contemplated thereby is required pursuant to that certain Letter Agreement, dated as of December 11, 2016, by and among EnVen and the Bain Entities (the “Bain Approval”).

Are there any EnVen equityholders who have already committed to voting in favor of the EnVen Merger Proposal?

Yes. Following the execution of the Merger Agreement, Talos, EnVen and certain EnVen equityholders, including the Bain Entities and Adage, entered into the EnVen Support Agreements (a form of which is attached as Annex D to this proxy statement/consent solicitation statement/prospectus) pursuant to which such equityholders agreed, among other things, to vote all shares of EnVen capital stock beneficially owned by such equityholders (i) in favor of the adoption of the EnVen Merger Proposal and the EnVen Conversion Proposal, (ii) against any Acquisition Proposal (as defined and further described herein) with respect to EnVen and (iii) against any other action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, postpone or materially and adversely affect the Mergers.

How do I return my EnVen written consent?

If you were a holder of record of EnVen capital stock on the EnVen record date and you wish to return your written consent, please complete, date and sign the written consent attached as Annex M to this proxy statement/consent solicitation statement/prospectus and promptly return it to EnVen by following the instructions set forth on such written consent.

What is the deadline for returning my EnVen written consent?

The targeted final date for the receipt of written consents is currently 5:00 p.m, Central Time, on February 7, 2023 (the “target date”). EnVen reserves the right to extend the final date for the receipt of written consents beyond this target date. Any such extension may be made without notice to EnVen equityholders. Once a sufficient number of written consents to adopt and approve the EnVen Merger Proposal and the EnVen Conversion Proposal have been received, the EnVen consent solicitation will conclude. The delivery of the written consent by each of the EnVen Supporting Stockholders pursuant to the EnVen Support Agreements will be sufficient to approve the EnVen Merger Proposal and the EnVen Conversion Proposal.

How do the rights of Talos stockholders differ from those of holders of EnVen Common Stock?

Both Talos and EnVen are incorporated in the State of Delaware and therefore subject to the DGCL. Generally, the certificate of incorporation of EnVen, as amended (the “EnVen Charter”) aligns closely with

How does the EnVen Board recommend that I vote on the EnVen Merger Proposal and the EnVen Conversion Proposal?

The EnVen Board recommends that EnVen equityholders “CONSENT” to the EnVen Merger Proposal.

Do EnVen equityholders have appraisal rights or dissenters’ rights?

Yes. EnVen equityholders are entitled to appraisal rights with respect to their shares of EnVen capital stock to be converted into the right to receive the Per Share Consideration in the First Merger. To exercise appraisal rights, EnVen equityholders must comply with the requirements set forth in Section 262 of the DGCL. In view of the complexity of Section 262 of the DGCL, EnVen equityholders who wish to pursue appraisal rights should consult their legal and financial advisors.

As an EnVen equityholder, are there any risks that I should consider in deciding whether to consent to the adoption and approval of the Merger Agreement?

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors.” You also should read and carefully consider the risk factors of Talos contained in the reports of Talos which are incorporated by reference or attached to this proxy statement/consent solicitation statement/prospectus, as applicable.

Do any of the officers or directors of EnVen have interests in the Mergers that may differ from or be in addition to my interests as an EnVen equityholder?

Yes. EnVen’s executive officers and certain non-employee directors may have interests in the Mergers that may be different from, or in addition to, the interests of EnVen equityholders generally. The EnVen Board was aware of and considered these interests to the extent such interests existed at the time of its approval of the Merger Agreement and in recommending that the EnVen Merger Proposal be adopted and approved by the equityholders of EnVen. Please see “The Mergers—Interests of EnVen’s Directors and Executive Officers in the Mergers.”

If I am a holder of EnVen Preferred Stock, will I receive accrued and unpaid dividends on my shares of EnVen Preferred Stock through the date of the Preferred Conversion?

Yes. Subject to the adoption and approval of the EnVen Conversion Proposal, the Merger Agreement provides that, immediately prior to the Effective Time, in accordance with the EnVen Certificate of Designations, (a) all outstanding shares of EnVen Preferred Stock shall be automatically converted into EnVen Common Stock and (b) EnVen shall pay in cash to each holder of EnVen Preferred Stock the amount of the aggregate accrued but unpaid dividends on such EnVen Preferred Stock as of the date of the Preferred Conversion. EnVen expects to pay such accrued and unpaid dividends in accordance with its normal quarterly dividend payment procedures.

Do any of the affiliated equityholders of EnVen have interests in the Mergers that may differ from or be in addition to the interests of non-affiliated EnVen equityholders?

Yes. In connection with the Merger Agreement, Talos entered into the Registration Rights Agreement to become effective at the Closing, with Adage and certain entities affiliated with Bain, pursuant to which Talos grants such entities certain demand, “piggy-back” and shelf registration rights with respect to the shares of Talos Common Stock to be received by such entities in the Mergers. Talos agrees to pay certain expenses of the parties incurred in connection with the exercise of their rights under the Registration Rights Agreement and indemnify them for certain securities law matters in connection with any registration statement filed with the SEC pursuant thereto. For more information, please see the section entitled “The Merger Agreement—Registration Rights Agreement” and a copy of the Registration Rights Agreement attached to this proxy statement/consent solicitation statement/prospectus as Annex F.

What are the material U.S. federal income tax consequences of the Mergers to holders of EnVen Common Stock?

Assuming that the Mergers are completed as currently contemplated, Talos and EnVen intend for the First Merger and the Second Merger, taken together, to constitute a single integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). It is a condition to the obligation of EnVen to complete the Mergers that EnVen receives an opinion from Davis Polk (or, if Davis Polk is unable or unwilling to deliver such opinion, any other nationally recognized law firm reasonably acceptable to EnVen), dated as of the Closing Date, to the effect that the First Merger and the Second Merger, taken together as an integrated transaction, more likely than not qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Closing Date Opinion”). Davis Polk has filed an opinion as an exhibit to this proxy statement/consent solicitation statement/prospectus to the effect that the First Merger and the Second Merger, taken together as an integrated transaction, will qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code (the “Registration Statement Opinion”), which opinion if delivered on the Closing Date would satisfy the closing condition. The Registration Statement Opinion is, and the Closing Date Opinion will be, based on certain assumptions as well as representations, warranties and covenants of EnVen, Talos, Merger Sub Inc. and Merger Sub LLC. After consulting with their respective counsel, both EnVen and Talos expect that the tax opinion closing condition will be satisfied. Further, neither EnVen nor Talos has knowledge of any fact or circumstance that could reasonably be expected to prevent the First Merger and the Second Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code. If any of the assumptions, representations, warranties or covenants is incorrect, incomplete, inaccurate, or is violated, the validity of the Registration Statement Opinion or the Closing Date Opinion, as applicable, may be affected and the U.S. federal income tax consequences of the First Merger and the Second Merger could differ materially from those described in this proxy statement/consent solicitation statement/prospectus. This closing condition is waivable, and Talos and EnVen will undertake to recirculate and resolicit this proxy statement/consent solicitation statement/prospectus if this condition is waived and the change in U.S. federal income tax consequences is material. Neither EnVen nor Talos will request a ruling from the IRS with respect to the tax treatment of the Mergers.

that the First Merger and the Second Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code, except for any fractional share of Talos Common Stock deemed received and redeemed for cash, each holder of EnVen Common Stock that receives a combination of Talos Common Stock and cash in the Mergers generally will not recognize any realized loss but will recognize any realized gain equal

How will I receive the Merger Consideration to which I am entitled?

If you are a holder of record of book-entry shares representing EnVen Common Stock or EnVen Preferred Stock which are not held through the Depository Trust Company (which is referred to herein as “DTC”), you will receive (i) a check in the amount equal to the aggregate Per Share Cash Consideration that you have a right to receive pursuant to the Merger Agreement (together with cash in lieu of any fractional shares of Talos Common Stock issuable to you pursuant to the Merger Agreement and cash payable with respect to dividends and distributions declared) and (ii) a statement reflecting the aggregate whole number of shares of Talos Common Stock (which will be in uncertificated book-entry form) that you have a right to receive pursuant to the Merger Agreement.

Whom do I call if I have questions about the EnVen Consent Solicitation Statement or the Mergers?

If you are an EnVen equityholder and have questions about the EnVen consent solicitation statement or the Mergers, or desire additional copies of this proxy statement/consent solicitation statement/prospectus, you may contact:

the possibility that Talos stockholders may not approve the issuance of new shares of Talos Common Stock in the proposed transaction;

the risk that a condition to Closing of the Mergers may not be satisfied, that either party may terminate the Merger Agreement or that the Closing of the Mergers might be delayed or not occur at all;

the length of time necessary to consummate the Mergers, which may be longer than anticipated for various reasons;

potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Mergers or that the businesses may not be integrated successfully;

the risk that Talos or EnVen may be unable to obtain governmental and regulatory approvals required for the transaction, or that required governmental and regulatory approvals may delay the transaction or result in the imposition of conditions that could reduce the anticipated benefits from the Mergers or cause the parties to abandon the Mergers;

the risk that changes in Talos’s capital structure and governance could have adverse effects on the market value of its securities;

the ability of Talos to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers and on Talos’s operating results and business generally;

the risk that the proposed transaction could distract management from ongoing business operations or cause Talos to incur substantial costs;

the risk that the cost savings, synergies and growth from the Mergers may not be fully realized or may take longer to realize than expected;

the risk that Talos does not realize expected benefits of its hedges;

the success of Talos’s carbon capture and sequestration projects;

commodity price volatility due to the continued impact of the coronavirus disease 2019 (“COVID-19”), including any new strains or variants, and governmental measures related thereto on global demand for oil and natural gas and on the operations of Talos’s and EnVen’s businesses;

the ability or willingness of the Organization of Petroleum Exporting Countries (“OPEC”) and other state-controlled oil companies (“OPEC Plus”), such as Saudi Arabia and Russia, to set and maintain oil production levels and the impact of any such actions;

the lack of a resolution to the war in Ukraine and its impact on certain commodity markets;

changes in the general economic environment, or social or political conditions, that could affect the businesses;

lack of transportation and storage capacity as a result of oversupply, government and regulations;

lack of availability of drilling and production equipment and services;

adverse weather events, including tropical storms, hurricanes and winter storms;

cybersecurity threats;

sustained levels of high inflation and related changes in monetary policy;