Tamboran Resources Corp
For the period ended Dec 31, 2025. Filed Feb 11, 2026.
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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 Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001628280-25-052026
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-11.
0001628280-26-007263
Item 1A. Risk FactorsThe 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 101 previous paragraphs and 288 current paragraphs.
21 unchanged; 43 reworded; 222 added; 35 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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 (222)
Current report
There are numerous factors that affect our business and operating results, many of which are beyond our control.
Current report
Tamboran stockholders and Falcon shareholders, in each case as of immediately prior to the Falcon Acquisition, will
Current report
Tamboran anticipates issuing 6,537,503 shares of Tamboran common stock to Falcon in exchange for Falcon’s
Current report
equity interests in the Falcon Entities. Following the completion of the Falcon Acquisition, it is anticipated that persons
Current report
who were stockholders and shareholders of Tamboran and Falcon, respectively, immediately prior to the Falcon
Current report
Acquisition will own approximately 77.6% and 22.4% of the combined company, respectively, with Tamboran maintaining
Current report
control over the combined company. As a result, Tamboran’s current stockholders and Falcon’s current shareholders will
Current report
The Falcon Parent stock consideration will not be adjusted in the event of any change in either Tamboran’s or Falcon’s
Current report
Upon completion of the Falcon Acquisition, Falcon’s shareholders will receive 6,537,503 shares of Tamboran
Current report
common stock. The Falcon Parent stock consideration was generally fixed in the Arrangement Agreement and will not be
Current report
adjusted to reflect changes in the market price of either Falcon common shares or Tamboran common stock before the
Current report
arrangement is completed. Stock price changes may result from a variety of factors (many of which are beyond
Current report
Tamboran’s and Falcon’s control), including the following:
Current report
•changes in Tamboran’s and Falcon’s respective businesses, operations and prospects;
Current report
•investor behavior and strategies, including market assessments of the likelihood that the arrangement will be
Current report
completed, including related considerations regarding court approval and regulatory clearance or approval, if any,
Current report
•interest rates, general market and economic conditions and other factors generally affecting the price of
Current report
•foreign, federal, state, provincial and local legislation, governmental regulation and legal developments in the
Current report
The price of Tamboran common stock at the completion of the Falcon Acquisition will vary from its price on the
Current report
date the Arrangement Agreement was executed, the date of this proxy statement, the date of the special meeting and the
Current report
effective date. As a result, the market value represented by the number of shares issued to Falcon will also vary. For
Current report
example, based on the range of closing prices of Tamboran common stock during the period from September 29, 2025, the
Current report
trading day before the date of the public announcement of the Falcon Acquisition, through January 26, 2026, the latest
Current report
practicable date before the date of this proxy statement, the total Falcon Parent stock consideration represented a market
Current report
value ranging from a low of$147,747,567.80 to a high of $199,001,591.32.
Current report
The arrangement is subject to a number of conditions which may delay the Falcon Acquisition and could result in
Current report
additional expenditures of money and resources or reduce the anticipated benefits, or result in termination of the
Current report
Arrangement Agreement and Tamboran having to pay a termination fee.
Current report
Tamboran’s and Falcon’s respective obligations to consummate the Falcon Acquisition are subject to the satisfaction
Current report
(or waiver by all parties, to the extent permissible under applicable laws) of a number of conditions described in the
Current report
Arrangement Agreement, including the approval by Tamboran stockholders of the issuance of the Falcon Parent stock
Current report
consideration to Falcon, the approval and adoption of the arrangement resolution by the Falcon shareholders, the approval
Current report
satisfactory to the parties and receipt of certain regulatory clearances and approvals. Many of the conditions to completion
Current report
of the arrangement are not within Tamboran’s control and Tamboran cannot predict when, or if, these conditions will be
Current report
Arrangement Agreement may be terminated. The Arrangement Agreement provides that, upon termination of the
Showing the first 40 of 222 passages. Open the source sections for the rest.
Removed paragraphs (35)
Previous report
The market price for our common stock and CDIs following the closing of the Falcon Acquisition may be affected by
Previous report
results of operations of the combined company may be affected by some factors that are different from those currently
Previous report
affecting our results of operations. Accordingly, the market price and performance of our common stock and CDIs is likely
Previous report
to be different from the performance of our common stock and CDIs in the absence of the Falcon Acquisition. In addition,
Previous report
Immediately following consummation of the Falcon Acquisition, based on the number of shares of common stock
Previous report
outstanding as of the date of the Arrangement Agreement and the issuance of the Stock Consideration as contemplated by
Previous report
the Arrangement Agreement, our existing stockholders would own approximately 73% of the outstanding shares of the
Previous report
combined company and Falcon’s existing stockholders would own approximately 27% of the outstanding shares of the
Previous report
We may not consummate the Falcon Acquisition, which is subject to the satisfaction of closing conditions. These
Previous report
conditions include, but are not limited to, (a) the approval of the Falcon Acquisition by at least 66 2⁄3% of the votes cast by
Previous report
Falcon shareholders and, if required by applicable Canadian securities laws, a simple majority of the votes cast by Falcon
Previous report
shareholders, excluding Falcon common shares held by persons required to be excluded under such laws, at a meeting of
Previous report
Falcon shareholders, (b) the approval of the issuance of the Stock Consideration by a majority of the votes cast by our
Previous report
stockholders at a meeting of our stockholders, (c) the approval of the Falcon Acquisition by the Supreme Court of British
Previous report
authorization for listing of the Stock Consideration on the NYSE and (e) the absence of any law or order enjoining,
Previous report
restricting or prohibiting the consummation of the transactions contemplated by the Falcon Acquisition. Neither we nor
Previous report
to the outside date, it is possible that the Falcon Acquisition may be terminated. Although we have agreed with Falcon to
Previous report
completion of the Falcon Acquisition may take longer, and could cost more, and require additional borrowings, than we
Previous report
currently expect. There can be no assurance that such conditions will be satisfied or that the Falcon Acquisition will be
Previous report
consummated on the terms currently contemplated or at all. If additional borrowings are required to consummate the
Previous report
Falcon Acquisition, our total debt and leverage will be greater than currently anticipated.
Previous report
on our results of operations, cash flows and financial position.
Previous report
regulatory approvals or Falcon’s stockholders fail to approve the applicable requisite proposals, we may be materially and
Previous report
•we may experience negative reactions from our customers, distributors, suppliers, vendors, landlords, joint venture
Previous report
•Falcon may be entitled to receive a termination fee of $3,750,000 pursuant to the Arrangement Agreement;
Previous report
The Falcon Acquisition involves the combination of two companies that currently operate as independent companies.
Previous report
•the inability to retain the service of key management and other key personnel;
Previous report
Securities class action and derivative lawsuits may be brought against us in connection with the Falcon Acquisition,
Previous report
and synergies from the combination. We believe that the combination of the companies will provide operational and
Previous report
financial scale, and enhancing the combined company’s corporate rate of return. However, achieving these goals requires,
Previous report
among other things, realization of the targeted cost synergies expected from the Falcon Acquisition. This growth and the
Reworded paragraphs (43)
Previous wording
There have been no material changes in risk factors for the quarterly period ended September 30, 2025 from those
Current wording
Except as provided below, there have been no material changes in risk factors for the quarterly period ended December 31,
Previous wording
described in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025.
Current wording
2025 from those described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
Previous wording
Our existing stockholders will have reduced ownership in the combined company following consummation of the
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have significantly reduced ownership in the combined company.
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combined company. As a result, our current stockholders will have less influence on the policies of the combined company
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have less influence on the policies of the combined company than they currently have on Tamboran’s policies and Falcon’s
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Columbia on terms consistent with the Arrangement Agreement and otherwise reasonably satisfactory to the parties, (d) the
Current wording
of the arrangement by the Court on terms consistent with the Arrangement Agreement and otherwise reasonably
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Falcon can predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior
Current wording
satisfied. If any of these conditions are not satisfied or waived prior to the termination date, it is possible that the
Previous wording
use reasonable best efforts, subject to certain limitations, to promptly complete the Falcon Acquisition, these and other
Current wording
Although the parties have agreed to use reasonable best efforts, subject to certain limitations, to complete the
Previous wording
conditions to the completion of the Falcon Acquisition may fail to be satisfied. In addition, satisfying the conditions to and
Current wording
arrangement promptly, these and other conditions may fail to be satisfied. In addition, completion of the arrangement may
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Failure to complete the Falcon Acquisition could negatively impact our stock price and have a material adverse effect
Current wording
Failure to complete the Falcon Acquisition could negatively impact Tamboran's stock price and have a material adverse
Previous wording
adversely affected and, without realizing any of the benefits of having completed the Falcon Acquisition, we would be
Current wording
businesses of Tamboran may be materially adversely affected and, without realizing any of the benefits of having
Previous wording
subject to a number of risks, including the following:
Current wording
completed the Falcon Acquisition, Tamboran would be subject to a number of risks, including the following:
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•we will still be required to pay certain significant costs relating to the Falcon Acquisition, such as legal,
Current wording
•Tamboran will still be required to pay certain significant costs relating to the Falcon Acquisition, such as legal,
Previous wording
•the Arrangement Agreement places certain restrictions on our conduct pursuant to the terms thereof, which may
Current wording
•the Arrangement Agreement places certain restrictions on the conduct of Tamboran’s business prior to the
Previous wording
delay or prevent us from undertaking business opportunities that, absent the Arrangement Agreement, may have
Current wording
completion of the Arrangement Agreement, which may delay or prevent Tamboran from undertaking business
Previous wording
time and resources by our management, which may have resulted in the distraction of our management from
Current wording
time and resources by Tamboran's management, which may have resulted in the distraction of Tamboran's
Previous wording
ongoing business operations and pursuing other opportunities that could have been beneficial to us; and
Current wording
management from ongoing business operations and pursuing other opportunities that could have been beneficial to
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commenced against us to perform our obligations pursuant to the Arrangement Agreement.
Current wording
commenced against Tamboran to perform its obligations pursuant to the Arrangement Agreement.
Previous wording
adverse effect on our results of operations, cash flows, financial position and stock price.
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adverse effect on Tamboran's results of operations, cash flows, financial position and stock price.
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into acquisition, merger or other business combination agreements. Even if such a lawsuit is without merit, defending
Current wording
into acquisitions, mergers or other business combination agreements. Even if such a lawsuit is without merit, defending
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result in monetary damages, which could have a negative impact on our liquidity and financial condition.
Current wording
result in monetary damages, which could have a negative impact on Tamboran’s and Falcon’s respective liquidity and
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The combined company following the Falcon Acquisition may be unable to integrate the business of the Company and
Current wording
The combined company may be unable to integrate the businesses of Tamboran and the Falcon Entities successfully or
Previous wording
Falcon successfully or realize the anticipated benefits of the Falcon Acquisition.
Current wording
realize the anticipated benefits of the Falcon Acquisition.
Previous wording
The combination of two independent businesses is complex, costly and time consuming, and we will be required to devote
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independent public company. The combination of independent businesses is complex, costly and time consuming, and each
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significant management attention and resources to integrating the business practices and operations of Falcon into ours.
Current wording
of Tamboran and Falcon will be required to devote significant management attention and resources to integrating the
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Potential difficulties that we may encounter as part of the integration process include the following:
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may encounter as part of the integration process include the following:
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•the inability to successfully combine our business and Falcon’s in a manner that permits the combined company to
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•the inability to successfully combine the business of Tamboran and the Falcon Entities in a manner that permits
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achieve, on a timely basis, or at all, the enhanced revenue opportunities and cost savings and other benefits
Current wording
the combined company to achieve, on a timely basis, or at all, the enhanced revenue opportunities and cost
Previous wording
anticipated to result from the Falcon Acquisition;
Current wording
savings and other benefits anticipated to result from the Falcon Acquisition;
Previous wording
In addition, we and Falcon have operated and, until the completion of the Falcon Acquisition, will continue to
Current wording
In addition, Tamboran and Falcon have operated and, until the completion of the Falcon Acquisition, will continue to
Previous wording
factors different from those that historically have affected or currently affect our common stock and CDIs.
Current wording
following the Falcon Acquisition and may be affected by factors different from those that historically have affected or
Previous wording
Our financial position may differ from our financial position before the completion of the Falcon Acquisition, and the
Current wording
completion of the Falcon Acquisition may differ from its financial position before the completion of the Falcon
Previous wording
general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, our common
Current wording
recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of,
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stock and CDIs, regardless of our actual operating performance.
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Tamboran common stock, regardless of our actual operating performance.
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The synergies attributable to the Falcon Acquisition may vary from expectations.
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The anticipated benefits attributable to the Falcon Acquisition may vary from expectations.
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The combined company may fail to realize the anticipated benefits and synergies expected from the Falcon
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The combined company may fail to realize the anticipated benefits expected from the Falcon Acquisition, which
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Acquisition, which could adversely affect the combined company’s business, financial condition and results of operations.
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could adversely affect the combined company’s business, financial condition and operating results. The success of the
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The success of the Falcon Acquisition will depend, in significant part, on the combined company’s ability to successfully
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Falcon Acquisition will depend, in significant part, on the combined company’s ability to successfully integrate the
Previous wording
integrate the acquired business, grow the revenue of the combined company and realize the anticipated strategic benefits
Current wording
acquired business and realize the anticipated strategic benefits from the combination. Tamboran believes that the
Previous wording
anticipated benefits of the transaction may not be realized fully or at all, or may take longer to realize than expected. Actual
Current wording
the Beetaloo Basin depocenter. The anticipated benefits of the Falcon Acquisition may not be realized fully or at all, or
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operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than expected or
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may take longer to realize than expected. Actual operating, technological, strategic and revenue opportunities, if achieved
Showing the first 40 of 43 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Arrangement Agreement, Tamboran and Falcon have agreed to use reasonable best efforts, subject to certain limitations, to
Current report — wording carried from elsewhere
opportunities that, absent the Arrangement Agreement, may have been pursued;
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
than they currently have on our policies.
Previous report — wording carried elsewhere
which could result in substantial costs.