Skip to main content

Tamboran Resources Corp

For the period ended Dec 31, 2025. Filed Feb 11, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2025 · Filed Feb 11, 2026

TBN$28.90+3.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-13.

0001628280-25-052026

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-12-31; filed 2026-02-11.

0001628280-26-007263

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 168 previous paragraphs and 226 current paragraphs.

77 unchanged; 68 reworded; 50 added; 21 removed; 2 previous and 31 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (50)

Current report

compensation, increased by$1.6 million during thethree months ended December 31, 2025, as compared to thethree

Current report

months ended December 31, 2024, largely due to the transition to a calendar year employee bonus schedule and

Current report

as the SPCF pad. The incremental expense period over period is driven by the three wells drilled in Q1 which had a full

Current report

field camp of$1.0 million were recognized primarily related to camp utilization, camp services, and related consumables.

Current report

facility. These studies were substantially completed in the prior period.

Current report

Checkerboard fee. During thethree months ended December 31, 2024, the Group incurred an expense of$6.0

Current report

million related to thesatisfaction of certain payment obligations to DWE under the TB1 Joint Venture Agreement. This

Current report

obligation was satisfied through the issuance of common stock, subsequent to shareholder approval received in November

Current report

December 31, 2025, as compared to thethree months ended December 31, 2024, primarily due to the increase in interest

Current report

translation loss of$29.2 million, primarily due to the significant weakening of the Australian Dollar as of December 31,

Current report

compensation, increased by$1.4 million during thesix months ended December 31, 2025, as compared to thesix months

Current report

ended December 31, 2024, largely due to the transition to a calendar year employee bonus schedule and compensation

Current report

as the SPCF pad. The incremental expense period over period is driven by the three wells drilled in Q1 which had a full

Current report

facility. These studies were substantially completed in the prior period.

Current report

Checkerboard fee. During thesix months ended December 31, 2024, the Group incurred an expense of$6.0

Current report

million related to thesatisfaction of certain payment obligations to DWE under the TB1 Joint Venture Agreement. This

Current report

obligation was satisfied through the issuance of common stock, subsequent to shareholder approval received in November

Current report

December 31, 2025, as compared to thesix months ended December 31, 2024, primarily due to the increase in interest

Current report

expense on increased drawdowns for bank guarantees under the Facility Agreement with Macquarie Bank Limited entered

Current report

Foreign currency translation. For thesix months ended December 31, 2025, we recognized a foreign currency

Current report

as compared to June 30, 2025. In thesix months ended December 31, 2024, we recognized a foreign currency translation

Current report

period and PIPE announced in October 2025 (PIPE proceeds received in January 2026), together with our existing cash on

Current report

and Share Purchase Plan, proceeds from the Syndicated Facility during the period were primarily offset by spending from

Current report

Sweetpea’s committed spend as of December 31, 2025, was$23.3 million, which was related totwo licenses, EP 136

Current report

2025, requesting an extension of the permit for a period of 18 months. This application remains under review. As such, the

Current report

work program conditions for a period of six months to June 30, 2026. The total minimum work program commitments

Showing the first 40 of 50 passages. Open the source sections for the rest.

Removed paragraphs (21)

Previous report

compensation, decreased by$0.2 million during thethree months ended September 30, 2025, as compared to thethree

Previous report

months ended September 30, 2024, primarily as a result of the forfeiture of stock-based compensation awards during the

Previous report

period for individuals who left the business and increased capitalized internal labor costs.

Previous report

compared to thethree months ended September 30, 2024, increasing by just$0.1 million during thethree months ended

Previous report

September 30, 2025, as compared to thethree months ended September 30, 2024, primarily due to lower cash balances and

Previous report

lower interest rates for the period ended September 30, 2025 and an increase in interest expense related to the Facility

Previous report

to institutional investors received in July 2025 were primarily offset by spending from operations on the SS-4H, SS-5H and

Previous report

As of September 30, 2025, the Company’s wholly owned subsidiary, Sweetpea committed to spend$23.1 million

Previous report

Department of Industry, Tourism and Trade) in September 2023, and approved in July 2024, granting a five-year extension

Previous report

accounting policies relate to the more significant estimates and assumptions used in preparing the consolidated financial

Previous report

described in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025.
Reworded paragraphs (68)

Previous wording

entitled “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and “Cautionary Note

Current wording

entitled “Risk Factors” in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended June 30,

Current wording

2025, and “Cautionary Note Regarding Forward-Looking Statements” in this report.

Previous wording

The following tables present selected financial information for the periods presented (dollar amounts in

Current wording

The following tables present selected financial information for the periods presented (in thousands):

Previous wording

Certain amounts in the Company's consolidated financial statements may not add up or recalculate due to

Current wording

Certain amounts in the Group's consolidated financial statements may not add up or recalculate due to rounding.

Previous wording

Consultancy, legal and professional fees. Consultancy, legal and professional fees remained fairly consistent as

Current wording

Consultancy, legal and professional fees. Consultancy, legal and professional fees remained fairly consistent period-

Previous wording

Exploration expense. For thethree months ended September 30, 2025, the exploration expense decreased by $0.3

Current wording

Exploration expense. For thethree months ended December 31, 2025, the exploration expense decreased by $1.0

Previous wording

equipment to the site. These costs are offset by recoveries from external parties who utilize the camp.

Current wording

These costs are offset by recoveries from external parties who utilize the camp.

Previous wording

$0.2 million related tocertain studies and pre-front-end engineering and design services related to the proposed NT LNG

Current wording

$0.1 million related tocertain studies and pre-front-end engineering and design services related to the proposed NT LNG

Previous wording

General and administrative. General and administrative costs increased by$0.2 million during thethree months

Current wording

General and administrative. General and administrative costs increased by$0.3 million during thethree months

Previous wording

Interest income (expense), net. Interest income, netdecreased by$1.1 million during thethree months ended

Current wording

Interest income (expense), net. Interest income, netdecreased by$0.5 million during thethree months ended

Previous wording

Agreement with Macquarie Bank Limited entered into in December 2024.

Current wording

expense on increased drawdowns for bank guarantees under the Facility Agreement with Macquarie Bank Limited entered

Previous wording

translation gain of$1.7 million, primarily due to the slight strengthening of the Australian Dollar as of September 30, 2025,

Current wording

translation gain of$6.8 million, primarily due to the slight strengthening of the Australian Dollar as of December 31, 2025,

Previous wording

as compared to June 30, 2025. In thethree months ended September 30, 2024, we recognized a foreign currency translation

Current wording

as compared to September 30, 2025. In thethree months ended December 31, 2024, we recognized a foreign currency

Previous wording

field camp of$1.6 million were recognized primarily related to mobilization expenses of the modular buildings and related

Current wording

camp of$2.7 million were recognized primarily related to mobilization expenses of the modular buildings and related

Previous wording

gain of$12.1 million, primarily due to the significant strengthening of the Australian Dollar as of September 30, 2024, as

Current wording

loss of$17.0 million, primarily due to the significant weakening of the Australian Dollar as of December 31, 2024, as

Previous wording

We are a development stage enterprise and will continue to be so until commencement of substantial production from

Current wording

We are a development stage company and will continue to be so until commencement of substantial production from

Previous wording

our natural gas properties. We do not expect to generate any revenue from production until late 2026, at the earliest, which

Current wording

our natural gas properties. We do not expect to generate any revenue from production until the second half of calendar year

Previous wording

will depend upon successful drilling results, additional and timely capital funding, negotiation of certain commercial

Current wording

2026, at the earliest, which will depend upon successful drilling results, additional and timely capital funding, negotiation

Previous wording

agreements and access to suitable infrastructure. Until then, our primary sources of liquidity are expected to be cash on

Current wording

of certain commercial agreements and access to suitable infrastructure. Until then, our primary sources of liquidity are

Previous wording

hand and funds from future private and public equity placements, debt funding and asset sales.

Current wording

expected to be cash on hand and funds from future private and public equity placements, debt funding and/or asset sales.

Previous wording

$43.4 million to progress our development plans. We expect the proceeds from the public offering received in October

Current wording

$45.5 million to progress our development plans. We expect the proceeds from the public offering during the current fiscal

Previous wording

2025, together with our existing cash on hand, to be sufficient to fund remaining drilling costs of SS-4H, SS-5H and SS-6H

Current wording

hand, to be sufficient to fund remaining drilling and stimulation costs of SS-4H, SS-5H and SS-6H and to carry out flow

Previous wording

and to carry out stimulation activities and flow testing of SS-5H. However, we may require significant additional funds

Current wording

testing of SS-5H. However, we may require significant additional funds earlier than we currently expect in order to execute

Previous wording

earlier than we currently expect in order to execute our strategy as planned. Additional funding may not be available to us

Current wording

our strategy as planned. Additional funding may not be available to us on acceptable terms or at all. In addition, the terms

Previous wording

on acceptable terms or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our

Current wording

of any financing may adversely affect the holdings or the rights of our stockholders. For example, if we raise additional

Previous wording

stockholders. For example, if we raise additional funds by issuing additional equity securities, further dilution to our

Current wording

funds by issuing additional equity securities, further dilution to our existing stockholders will result. If we are unable to

Previous wording

curtail one or more of our planned activities. We also could be required to seek funds through arrangements with

Current wording

obtain funding on a timely basis, we may be required to significantly curtail one or more of our planned activities. We also

Previous wording

collaborators or others that may require us to relinquish rights to some of our assets which we would otherwise develop on

Current wording

to some of our assets which we would otherwise develop on our own, or with a majority working interest.

Previous wording

As of September 30, 2025, we had$39.6 million of cash and cash equivalents. This balance represents anincrease of

Current wording

As of December 31, 2025, we had$83.4 million of cash and cash equivalents. This balance represents anincrease of

Previous wording

$0.1 million from June 30, 2025. Cash calls received throughout the period and proceeds from our subscription agreements

Current wording

$44.0 million from June 30, 2025. Cash calls received, proceeds from our subscription agreements to institutional investors

Previous wording

SS-6H pilot wells, construction of the SPCF facility and other corporate expenditure in the fiscal period.

Current wording

operations on the SS-4H, SS-5H and SS-6H pilot wells, construction of the SPCF facility and other corporate expenditure

Previous wording

related to two licenses, EP 136 with total commitments of$13.9 million and EP 143 with total commitments of$9.2

Current wording

with total commitments of$14.0 million and EP 143 with total commitments of$9.3 million.

Previous wording

A renewal application for EP 136 was submitted to the Department of Mining and Energy (“DME”) (formerly the

Current wording

A variation application for EP 136 was submitted to the Department of Mining and Energy (“DME”) in November

Previous wording

for the period July 24, 2025 to July 23, 2030 with a minimum work program commitment of $13.9 million.

Current wording

Group maintains a minimum work program commitment of $14.0 million.

Previous wording

A variation application for EP 143 was submitted to DME in August 2024 and approved in October 2024. The total

Current wording

An application for EP 143 was submitted to and approved by DME in December 2025 requesting to suspend the

Previous wording

minimum work program commitments remain the same at$9.2 million with activity and associated spend being transferred

Previous wording

permit, for which Santos Limited is the operator. Our commitment through March 2026 is approximately$2.3 million

Current wording

permit, for which Santos Limited is the operator. An application was approved in December 2025 to extend the term of the

Previous wording

based on the minimum work requirements. There areno minimum commitment requirements after March 2026.

Current wording

2027 is expected to be$5.8 million based on the minimum work requirements. There areno minimum commitment

Previous wording

and EP 117 of$11.5 million. An application was submitted to DME on September 26, 2024 to vary the year 2 and 3 work

Current wording

An application was submitted to DME in September 2024 to vary the year 2 and 3 work program and was approved

Previous wording

The terms of the Beetaloo Joint Venture necessitate specific minimum work obligations through May 2028. These

Current wording

in November 2024. The terms of the Beetaloo Joint Venture continue to necessitate specific minimum work obligations

Showing the first 40 of 68 pairs. Open the source sections for the rest.

Rearranged current paragraphs (31)

Current report — wording carried from elsewhere

2024, as compared to September 30, 2024. Foreign exchange gains and losses resulting from the settlement of foreign

Current report — wording carried from elsewhere

currency transactions and from the translation at fiscal year-end exchange rates of monetary assets and liabilities

Current report — wording carried from elsewhere

denominated in foreign currencies are recognized on our condensed consolidated statement of operations and

Current report — wording carried from elsewhere

Results of Operations for the Six Months Ended December 31, 2025 and 2024

Current report — wording carried from elsewhere

Revenue and other operating income. We have not yet commenced natural gas production; therefore, we did not earn

Current report — wording carried from elsewhere

any revenue and other operating income during thesix months ended December 31, 2025 and 2024, respectively.

Current report — wording carried from elsewhere

Compensation and benefits, including stock-based compensation. Compensation and benefits, including stock-based

Current report — wording carried from elsewhere

Consultancy, legal and professional fees. Consultancy, legal and professional fees remained fairly consistent period-

Current report — wording carried from elsewhere

Accretion of asset retirement obligations expense. For thesix months ended December 31, 2025, an expense for

Current report — wording carried from elsewhere

accretion of asset retirement obligations of$0.6 million was recognized. The recognition of such an expense was due to the

Current report — wording carried from elsewhere

accretion of asset retirement obligation liabilities in relation to all EPs, inclusive of EPs 76, 98, 117, 136 and 161, as well

Current report — wording carried from elsewhere

Exploration expense. For thesix months ended December 31, 2025, the exploration expense decreased by $1.4

Current report — wording carried from elsewhere

million as compared to thesix months ended December 31, 2024 as the current period was heavily focused on the drilling

Current report — wording carried from elsewhere

of SS-4H, SS-5H, and SS-6H, resulting in a larger portion of costs capitalized and less costs incurred related to

Current report — wording carried from elsewhere

Camp expense recoveries, net. For thesix months ended December 31, 2025, expenses for the newly established field

Current report — wording carried from elsewhere

equipment to the site, camp utilization, camp services, and related consumables. These costs are offset by recoveries from

Current report — wording carried from elsewhere

external parties who utilize the camp.

Current report — wording carried from elsewhere

LNG feasibility study expense. During thesix months ended December 31, 2025, the Group incurred expenses of

Current report — wording carried from elsewhere

$0.3 million related tocertain studies and pre-front-end engineering and design services related to the proposed NT LNG

Current report — wording carried from elsewhere

General and administrative. General and administrative costs increased by$0.5 million during thesix months

Current report — wording carried from elsewhere

ended December 31, 2025, as compared to thesix months ended December 31, 2024, primarily as a result of increased

Current report — wording carried from elsewhere

Interest income (expense), net. Interest income, netdecreased by$1.6 million during thesix months ended

Current report — wording carried from elsewhere

translation gain of$8.5 million, primarily due to the slight strengthening of the Australian Dollar as of December 31, 2025,

Current report — wording carried from elsewhere

Income tax expense. We have no income tax expense due to operating losses incurred for thesix months ended

Current report — wording carried from elsewhere

December 31, 2025, and 2024. We have provided a full valuation allowance on our net deferred tax asset because

Current report — wording carried from elsewhere

management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax

Current report — wording carried from elsewhere

assets during a foreseeable future period. Management will continue to assess the potential for realizing deferred tax assets

Current report — wording carried from elsewhere

based upon income forecast data and the feasibility of future tax planning strategies and may record adjustments to the

Current report — wording carried from elsewhere

valuation allowance against deferred tax assets in future periods, as appropriate, that could have a material impact on the

Current report — wording carried from elsewhere

condensed consolidated statement of operations and comprehensive loss.

Current report — wording carried from elsewhere

could be required to seek funds through arrangements with collaborators or others that may require us to relinquish rights
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

existing stockholders will result. If we are unable to obtain funding on a timely basis, we may be required to significantly

Previous report — wording carried elsewhere

our own, or with a majority working interest.