Stock-Based Compensation

3 Months Ended

Sep. 30, 2026

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 9 – Stock-Based Compensation

Employee Restricted Stock Units

On August 6, 2024, the Group adopted the 2024 Equity Award Plan (the “2024 Plan”). As of September 30, 2026,

the maximum number of shares of common stock that may be issued under the 2024 Plan was 2,444,605 shares.

The 2024 Plan allows, among other things, for the grant of Restricted Stock Units (“RSUs”). On August 6, 2024, the

Group issued RSUs to certain eligible service providers, employees and executive officers (the “participants”) to provide

them an opportunity to participate in the growth and profits of the Group and to attract, motivate, and retain their services

to promote the long-term success of the Group.

On August 6, 2024, the Company granted 47,400 Restricted Stock Units (“Retention Awards”) to its employees in

Australia and U.S. The Retention Awards granted to Australian employees entitle them to CDIs representing 39,250 shares

of common stock (each CDI represents 1/200th of a share of common stock). Similarly, the Retention Awards granted to

U.S. employees entitle them to 8,150 shares of common stock. All Retention Awards in this tranche vested in full on

December 31, 2025. The fair value at grant date of the Retention Awards was $21.73 per common stock and $0.109 per

CDI.

On August 6, 2024, the Company also granted 795,000 Restricted Stock Units (“IPO Awards”) to its employees in

Australia and U.S. The IPO Awards granted to Australian employees entitle them to CDIs representing 620,000 shares of

common stock. Similarly, the IPO Awards granted to U.S. employees entitle them to 175,000 shares of common stock. The

IPO Awards will vest in the following three tranches:

•Tranche 1 – 397,500 IPO Awards granted to Australian and U.S. employees will vest in full on July 3, 2027,

provided the employee remains in service as of the vesting date. The fair value at grant date of Tranche 1 was

$21.73 per common stock and $0.109 per CDI.

•Tranche 2 – 98,750 IPO Awards granted to Australian and U.S. employees will vest subject to the completion

of the Group’s Phase 1 Development Plan to establish first production of the Shenandoah South Pilot Project

and establish first production of 40 TJ/d measured by completion of the milestones (“Vesting Trigger

Conditions”). Full vesting of Tranche 2 may occur at any time between July 3, 2027, and July 3, 2029, should

the Vesting Trigger Conditions be satisfied, or unless otherwise determined by the Board of the Company. The

fair value at grant date of Tranche 2 was $21.73 per common stock and $0.109 per CDI.

•Tranche 3 – 298,750 IPO Awards granted to Australian and U.S. employees will vest subject to the Company’s

Total Shareholder Return (“TSR”) reaching or exceeding the 75th percentile of the Benchmark Index TSR

between July 3, 2027, and July 3, 2029. TSR will be measured against the S&P SmallCap 600 Energy (or any

other market index determined by the Board in their sole discretion) (“Benchmark Index”) over the same

performance measurement period. The fair value at grant date of Tranche 3 was $19.64 per common stock and

$0.098 per CDI.

The grant date fair value of the Tranche 3 RSUs was determined through the use of the Monte Carlo simulation

method. This method requires the use of subjective assumptions such as the price and the expected volatility of the

Company’s common stock and its self-determined peer group companies’ stock, risk-free rate of return, and cross-

correlations between the Company and its peer group companies. Expected volatilities for the Company and each peer

company utilized in the model are estimated using a historical period consistent with the awards’ remaining performance

period as of the grant date. The risk-free interest rate is based on the yield on U.S. Treasury Constant Maturity for a term

consistent with the remaining performance period. The valuation model assumes dividends, if any, are immediately

reinvested.

The following table summarizes the assumptions used to calculate the grant date fair value of the Tranche 3 RSUs

granted on August 6, 2024:

Expected term for performance period (in years)	4.9
Expected volatility	74.6%
Risk-free interest rate	3.7%

The Retention Awards and IPO Awards entitle the participants to receive the equivalent value (in cash or shares of

common stock/CDIs) of dividends paid on shares of common stock and CDIs, respectively.

The RSUs are not transferable. There are no participation rights or entitlements inherent in the RSUs, and the

participants will not be entitled to participate in new issues of capital offered to stockholders or holders of CDIs.

If the Company makes a bonus issue of common stock, CDIs, or other securities to existing stockholders or holders

of CDIs (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment), the number of

shares of common stock or CDIs that must be issued on the exercise of a Retention Award or IPO Award, respectively, will

be increased by the number of shares of common stock or CDIs that the participant would have received if the participant

had exercised the RSUs before the record date for the bonus issue.

A summary of the Group's employee RSUs activity for the three months ended September 30, 2026 is as follows (in

numbers and dollars):

	Balance at July 1, 2026	Granted	Vested	Forfeited	Balance at September 30, 2026
IPO Awards:
Tranche 1	266,250	—	(8,334)	(4,166)	253,750
Tranche 2	83,125	—	(6,250)	—	76,875
Tranche 3	183,125	—	—	(6,250)	176,875
Retention Awards	25,000	10,000	—	—	35,000
Total RSUs (1)	557,500	10,000	(14,584)	(10,416)	542,500
Weighted average grant date fair value	$20.96	$30.52	$21.73	$20.48	$21.13

(1) As of September 30, 2026, 542,500 RSUs are expected to vest.

The following table presents the stock-based compensation costs recognized related to our RSUs for the three months

ended September 30, 2026 (in thousands, except remaining contractual term):

	Three months ended September 30, 2026
	Stock-based compensation cost incurred	Remaining costs to recognize, if all vesting conditions are met	Weighted average remaining contractual term (in years)
IPO Awards (Tranche 1)	$485	$1,407	0.76
IPO Awards (Tranche 2)	193	426	0.76
IPO Awards (Tranche 3)	304	886	0.76
Retention Awards - granted FY26	42	289	1.76
Retention Awards - granted FY27	36	404	2.76
Less: Forfeitures	(81)	—
Total cost incurred	$979	$3,412
Total stock compensation costs capitalized	$421
Total stock compensation costs expensed	558
Total cost incurred	$979

2025 Director Awards

On January 1, 2025, the Company granted 27,281 Director RSUs for which each awarded RSU represented an

unfunded, unsecured right to receive a share of the Company’s common stock. These awards have a cliff-vesting period of

one year. The fair value on grant date of the RSUs was $20.99 per unit.

Additionally on May 16, 2025, in conjunction with the TB1 A&R JVSA, the Company granted 35,014 Director

RSUs under the 2024 Plan for which each awarded RSU represented an unfunded, unsecured right to receive a share of the

Company’s common stock. The awards' vesting date is the earlier of the one-year anniversary of the grant date and the date

of the next annual shareholders’ meeting occurring after the grant date, subject to continued service. The Company used a

vesting date of the next shareholders' meeting subsequent to the grant date, which took place in December 2025. The fair

value on the grant date of these RSUs was $19.99 per unit.

During the year ended June 30, 2026, a total of 39,828 shares of common stock were issued for RSUs granted in May

of 2025 and December of 2024. No stock-based compensation expense was recognized during the three months ended

September 30, 2026 related to these director awards, as the awards were fully vested in the prior fiscal year. For the three

months ended September 30, 2025, the Company recognized $0.4 million in stock-based compensation expense related to

these Director awards.

2026 Director Awards

On May 26, 2026, the Company granted to its non-employee directors 22,613 RSUs (representing an unfunded,

unsecured right to receive a share of the Company’s common stock) and 5,438 restricted shares of the Company’s common

stock under the 2024 Plan pursuant to elections made by the directors to receive some or all of their annual fees in the form

of RSUs or restricted shares. These awards have a cliff-vesting period of one year. The fair value on grant date of the

awards was $33.89 per award.

Additionally on June 1, 2026, the Company granted 26,775 Director RSUs under the 2024 plan for which each

awarded RSU represented an unfunded, unsecured right to receive a share of the Company’s common stock. The awards

vesting date is the earlier of the one year anniversary of the grant date and the date of the next annual shareholders’ meeting

occurring after the grant date, subject to continued service. The Company has used a vesting date approximating the next

shareholders meeting, which is expected to take place in November 2026. The fair value on the grant date of these RSUs

was $33.10 per award.

As of September 30, 2026, 49,388 RSUs and 5,438 restricted shares remained outstanding related to the 2026

Director Awards. For the three months ended September 30, 2026, the Company recognized $0.8 million in stock-based

compensation expense related to these Director awards. No expense was recognized in the comparative period related to

these awards.

2026 CEO Restricted Stock Units

On January 10, 2026, the Company granted 65,320 RSUs to Mr. Todd Abbott in connection with his appointment as

the Company’s new CEO (the “Initial Award”). Each awarded RSU represents an unfunded, unsecured right to receive a

share of the Company’s common stock.

The RSUs vest in four tranches, subject to continued service with the Company and, for a portion of the award, the

achievement of specified performance conditions, as follows:

•10,887 RSUs which shall vest in full on January 15, 2027;

•10,887 RSUs which shall vest in full on January 15, 2028;

•10,886 RSUs which shall vest in full on January 15, 2029;

•32,660 RSUs which shall vest in full on January 15, 2029, subject to market‑based performance conditions.

The Group has elected to use the accelerated attribution method for awards with graded vesting features. Under this

method, each vesting tranche of an award is treated as a separate award and expensed over its respective vesting period.

The final tranche of the RSU award is subject to market‑based vesting conditions tied to the Company’s total

shareholder return (“TSR”) over a specified performance period measured relative to the S&P SmallCap Energy 600 Index

(the “Benchmark Index”). The number of RSUs eligible to vest ranges from below target to maximum, depending on the

Company’s TSR performance relative to the annualized rate of return of the Benchmark Index, as defined in the applicable

award agreement. The grant‑date fair value of this market‑based award was determined using a Monte Carlo simulation

model, which incorporates assumptions related to expected stock price volatility, risk‑free interest rates, dividend yields,

and the correlation between the Company’s stock price and the Benchmark Index. The fair value as of the grant date was

$17.78 with the resulting compensation cost recognized over the service period.

On January 15, 2026, the Company also granted 123,574 RSUs to Mr. Todd Abbott in connection with his

appointment as the Company’s new CEO (the “Make Whole Award”). Each awarded RSU represents an unfunded,

unsecured right to receive a share of the Company’s common stock. The Make Whole Award vests in full on January 15,

2029, subject to continued service with the Company.

For the three months ended September 30, 2026, the Group recognized $0.5 million, in stock-based compensation

expense related to the Initial and Make Whole Awards. No expense was recognized in the comparative period related to

these awards.

Falcon Stock Options

On May 28, 2026, Tamboran entered into consulting agreements with certain directors and officers of Falcon

Canada, in connection with the Falcon Acquisition. Pursuant to these consultancy arrangements, Tamboran granted stock

options to purchase an aggregate of 369,084 shares of Tamboran common stock issued to those directors and officers. All

of these stock options have an exercise price of $21.94 per share with a weighted average grant date fair value of $18.87

per share. Of these options, 33% vested immediately (“Tranche 1”) and the remaining options vest in two equal tranches

(“Tranche 2” and “Tranche 3”) on the first and second anniversaries of the Falcon Acquisition subject to their continued

services over the vesting period.

The fair value of each of these option awards is estimated on the grant date using a Binomial Lattice option pricing

model. The expected volatility is based on the historical volatility of the stock of comparable companies. The expected

term of the awards is based on the contractual term of the underlying services agreement. The risk-free rate for periods

within the contractual life of the option is based on the United States Treasury yield curve in effect at the time of grant.

The following table summarizes the assumptions used to calculate the grant date fair value of these stock options on

May 28, 2026:

Expected term for performance period (in years)	3.0
Expected volatility	55.42%
Risk-free interest rate	4.0%
Dividend yield	—%

A summary of activity for Falcon stock options is as follows:

	Number of Shares	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (in years)
Outstanding at July 1, 2026	369,084	$21.94	2.91
Granted	—	—	0.00
Exercised	—	—	0.00
Forfeited or expired	—	—	0.00
Outstanding at September 30, 2026	369,084	21.94	2.66
Vested and exercisable at September 30, 2026	123,028	$21.94	2.66

For the three months ended September 30, 2026, the Group recognized total stock-based compensation costs of $0.9

million related to Falcon stock options which were recognized in the profit and loss as a part of consultancy, legal and

professional fees. No expense was recognized in the comparative period related to these awards.