v3.26.3
Stock-based Compensation
12 Months Ended
Jun. 30, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation
Note 11 – Stock-based Compensation
Historically, incentives offered to the Board, employees and consultants have included a combination of options, warrants, and employee share scheme (“ESS”) instruments having either fixed exercise prices or variable prices based on multiples of the fair market value of the enterprise at grant date.
Equity Incentive Plan
The Group adopted the 2021 Equity Incentive Plan (“2021 EIP”) in order to assist in the motivation and retention of selected employees and directors. Below is a summary of the terms and conditions of the options issued under the 2021 EIP.
Total number of
options issued and outstanding under
the Equity Incentive
Plan
Vesting conditionExercise price and expiry date
10,734,584 options
Fully vested
A$0.32 per option which expired on May 20, 2026
7,416,667 options
Fully vested
A$0.2367 which expired on May 20, 2026
35,850,000
milestone options
(1)25% of milestone options vest if the 90-day VWAP is greater than or equal to A$1.00 per share
(2)25% of milestone options vest if the 90-day VWAP is greater than or equal to A$1.50 per share
(3)25% of milestone options vest if the 90-day VWAP is greater than or equal to A$2.00 per share
(4)25% of milestone options vest if the 90-day VWAP is greater than or equal to A$2.50 per share
A$0.40 per milestone option or, if the milestone options vest, the day that is 5 years after the date they vest as determined by the Board. Milestone options expired on May 20, 2026
The Group did not grant any new milestone options to its employees during the year ended June 30, 2026. The Group recognized a reversal of $1.0 million of previously recorded stock-based compensation expense (as a result of forfeitures) during the year ended June 30, 2026 and recognized $0.1 million as stock-based compensation expense related to milestone options for the year ended June 30, 2025.
During the year ended June 30, 2026, 9,584 shares of common stock were issued at a price of $62.93 in connection with the exercise of milestone options by certain consultants. On May 21, 2026, all of the remaining outstanding milestone options granted to the employees of the Group remained unexercised and expired.
Restricted Stock Units
On August 6, 2024, the Group adopted the 2024 Equity Award Plan (the “2024 Plan”). As of June 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 RSUs (“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 employee 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. During the year ended June 30, 2026, 46,150 shares of common stock vested in connection with the Retention Awards.
On August 6, 2024, the Company also granted 795,000 RSUs (“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 volatility74.6%
Risk-free interest rate3.7%
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.
The following table presents the stock-based compensation costs recognized related to our RSUs for the year ended on June 30, 2026:
Year ended June 30, 2026
Stock-Based Compensation Cost IncurredRemaining costs to recognize, if all vesting conditions are metWeighted-average remaining contractual term (in years)
IPO Awards (Tranche 1)$2,185 $1,983 1.01
IPO Awards (Tranche 2)676 619 1.01
IPO Awards (Tranche 3)1,250 1,233 1.01
Retention Awards377 — 1.01
Retention Awards - Granted FY26168 331 2.01
Less: Forfeitures(1,456)— 
Total cost incurred$3,200 $4,166 
Total stock compensation costs capitalized1,968 
Total stock compensation costs expensed1,232 
Total cost incurred$3,200 

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.

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 year ended June 30, 2026, the Company recognized $0.7 million in stock-based compensation expense related to these awards.

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. For the year ended June 30, 2026, the Company recognized $0.8 million in stock-based compensation expense related to these 2025 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 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 June 30, 2026, 49,388 RSUs and 5,438 restricted shares remained outstanding related to the 2026 Director Awards. The Company recognized $0.6 million in stock-based compensation expense for the 2026 Director Awards for the year ended June 30, 2026.

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 600 Energy 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 year ended June 30, 2026, the Company recognized $0.8 million, in stock-based compensation expense related to the Initial and Make Whole 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 arrangement, 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 anniversary 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 volatility55.42%
Risk-free interest rate4.0%
Dividend yield—%
A summary of activity for Falcon stock options is as follows:
Number of SharesWeighted Average Exercise Price Weighted Average Remaining Contractual Term
(in years)
Outstanding at June 30, 2025— $— $— 
Granted369,084 $21.94 3.00
Exercised— $— $— 
Forfeited or expired— $— $— 
Outstanding at June 30, 2026369,084 $21.94 2.91
Vested and exercisable at June 30, 2026123,028 $21.94 2.91
For the year ended June 30, 2026, the Group recognized a total stock-based compensation costs of $2.6 million related to Falcon stock options. Of the total costs recognized, $2.3 million related to Tranche 1 which was capitalized as a part of the Falcon Acquisition, while the remaining $0.3 million relating to Tranche 2 and Tranche 3 was recognized in the profit and loss as a part of consultancy, legal and professional fees.