Stock-Based Compensation |
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| 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:
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):
(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):
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.
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