v3.26.1
Stock-Based Compensation
9 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Note 9 – Stock-Based Compensation
Milestone Options
During the nine months ended March 31, 2026, the Group did not grant any new milestone options to its employees
and 12,900,000 milestone options were forfeited.
As a result of the forfeitures during the prior period, there was a reversal of $1.0 million of previously recorded
expense during the nine months ended March 31, 2026. The Company accelerated the recognition of the remaining expense
for milestone options during the fiscal year ended June 30, 2025 and the Group recognized $0.1 million as stock-based
compensation expense related to milestone options for the nine months ended March 31, 2025.
Employee Restricted Stock Units
On August 6, 2024, the Group adopted the 2024 Incentive Award Plan (the 2024 Plan). As of March 31, 2026, the
maximum number of shares of common stock that may be issued under the 2024 Plan was 1,600,000 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. The vesting conditions state that all Retention Awards will
vest in full on December 31, 2025, provided the employees remain in service as of the vesting date. 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 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 were 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 nine months ended March 31, 2026 is as follows (in
numbers and dollars):
Balance at July 1, 2025
Granted
Vested
Forfeited
Balance at March 31,
2026
IPO Awards:
Tranche 1
395,000
(50,000)
(55,000)
290,000
Tranche 2
97,500
(2,500)
95,000
Tranche 3
297,500
(102,500)
195,000
Retention Awards
46,650
25,000
(46,150)
(500)
25,000
Total RSUs (1)
836,650
25,000
(96,150)
(160,500)
605,000
Weighted average grant date fair value
$20.99
$19.94
$21.73
$20.40
$20.98
(1) As of March 31, 2026, 605,000 RSUs are expected to vest.
The following table presents the stock-based compensation costs recognized related to our RSUs for the three and
nine months ended March 31, 2026 (in thousands, except remaining contractual term):
Three months ended March 31, 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)
$540
$2,706
1.25
IPO Awards (Tranche 2)
177
886
1.25
IPO Awards (Tranche 3)
328
1,644
1.25
Retention Awards - Granted FY25
1.25
Retention Awards - Granted FY26
41
373
2.25
Less: Forfeitures
Total Cost Incurred
$1,086
$5,609
Total Stock Compensation Costs Capitalized
$392
Total Stock Compensation Costs Expensed
694
Total Cost Incurred
$1,086
Nine months ended March 31, 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)
$1,652
$2,706
1.25
IPO Awards (Tranche 2)
543
886
1.25
IPO Awards (Tranche 3)
1,003
1,644
1.25
Retention Awards - Granted FY25
377
1.25
Retention Awards - Granted FY26
126
373
2.25
Less: Forfeitures
(1,355)
Total Cost Incurred
$2,346
$5,609
Total Stock Compensation Costs Capitalized
$1,673
Total Stock Compensation Costs Expensed
673
Total Cost Incurred
$2,346
2025 Director Restricted Stock Units
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.
On December 4, 2025, the Company granted 25,271 fully vested Director RSUs under the 2024 plan to Mr. Richard
Stoneburner, Chairman of the Board (then Interim Chief Executive Officer “Interim CEO) for which each awarded RSU
represented a right to receive a share of the Company’s common stock. For the nine months ended March 31, 2026, the
Company recognized $0.7 million in stock-based compensation expense related to these awards.
During the nine months ended March 31, 2026, a total of 37,323 shares of common stock were issued for RSUs
granted in May of 2025 and December of 2024. For the nine months ended March 31, 2026, the Company recognized $0.8
million in stock-based compensation expense related to these Director awards.
2026 Director and 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 123,754 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 and nine months ended March 31, 2026, the Company recognized $0.4 million, respectively, in stock-
based compensation expense related to the Initial and Make Whole Awards.